10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 __________________________________________

FORM 10-Q

 __________________________________________

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 001-13957

 __________________________________________

RED LION HOTELS CORPORATION

(Exact name of registrant as specified in its charter)

  __________________________________________

Washington	91-1032187
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
201 W. North River Drive, Suite 100 Spokane Washington	99201
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (509) 459-6100

 __________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  o

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	ý
Non-accelerated filer	o	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)    Yes  o    No  ý

As of May 4, 2015, there were 19,934,378 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

Item No.	Description	Page No.
	PART I – FINANCIAL INFORMATION
Item 1	Financial Statements (unaudited):
	Consolidated Balance Sheets at March 31, 2015 and December 31, 2014	3
	Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2015 and 2014	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014	5
	Condensed Notes to Consolidated Financial Statements	7
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4	Controls and Procedures	30
	PART II – OTHER INFORMATION
Item 1	Legal Proceedings	31
Item 1A	Risk Factors	31
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3	Defaults Upon Senior Securities	31
Item 4	Mine Safety Disclosures	31
Item 5	Other Information	31
Item 6	Exhibits	32
	Signatures	33

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

RED LION HOTELS CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

March 31, 2015 and December 31, 2014

	March 31, 2015			December 31, 2014
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	76,615		$	5,126
Restricted cash	5,583			225
Accounts receivable, net	7,063			6,752
Notes receivable	2,932			2,944
Inventories	820			1,013
Prepaid expenses and other	3,268			3,671
Deferred income taxes	151			—
Assets held for sale	—			21,173
Total current assets	96,432			40,904
Property and equipment, net	159,468			160,410
Goodwill	8,512			8,512
Intangible assets	7,012			7,012
Notes receivable, long term	2,271			2,340
Other assets, net	3,905			3,849
Total assets	$	277,600		$	223,027
LIABILITIES
Current liabilities:
Accounts payable	$	3,578		$	2,952
Accrued payroll and related benefits	4,032			4,567
Other accrued entertainment expenses	8,859			5,625
Other accrued expenses	4,413			2,547
Deferred income taxes	—			2,778
Total current liabilities	20,882			18,469
Long-term debt, due after one year, net of discount	51,508			29,873
Deferred income	2,871			2,988
Deferred income taxes	2,971			35
Debentures due Red Lion Hotels Capital Trust	30,825			30,825
Total liabilities	109,057			82,190
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Red Lion Hotels Corporation stockholders' equity
Preferred stock- 5,000,000 shares authorized; $0.01 par value; no shares issued or outstanding	—			—
Common stock - 50,000,000 shares authorized; $0.01 par value; 19,918,778 and 19,846,508 shares issued and outstanding	199			198
Additional paid-in capital	142,479			153,671
Accumulated other comprehensive income (loss)	—			(203		)
Retained earnings (accumulated deficit)	(2,665		)	(12,829		)
Total Red Lion Hotels Corporation stockholders' equity	140,013			140,837
Noncontrolling interest	28,530			—
Total stockholders' equity	168,543			140,837
Total liabilities and stockholders’ equity	$	277,600		$	223,027

The accompanying condensed notes are an integral part of the consolidated financial statements.

3

RED LION HOTELS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

For the Three Months EndedMarch 31, 2015 and 2014

	Three Months Ended
	March 31,
	2015			2014
	(In thousands, except per share data)
Revenue:
Company operated hotels	$	23,772		$	25,924
Franchised hotels	2,093			1,526
Entertainment	3,677			5,105
Other revenues from managed properties	163			—
Other	10			33
Total revenues	29,715			32,588
Operating expenses:
Company operated hotels	20,922			22,814
Franchised hotels	2,377			1,442
Entertainment	3,126			4,057
Other costs from managed properties	163			—
Other	8			114
Depreciation and amortization	2,976			3,143
Hotel facility and land lease	1,600			1,155
Gain on asset dispositions, net	(16,415		)	(75		)
General and administrative expenses	2,324			2,113
Total operating expenses	17,081			34,763
Operating income (loss)	12,634			(2,175		)
Other income (expense):
Interest expense	(1,502		)	(1,217		)
Loss on early retirement of debt	(1,159		)	—
Other income, net	272			93
Income (loss) from continuing operations before taxes	10,245			(3,299		)
Income tax expense	112			31
Net income (loss) from continuing operations	10,133			(3,330		)
Discontinued operations
Loss from discontinued business units, net of income tax benefit of $0	—			(186		)
Loss on disposal of the assets of discontinued business units, net of income tax benefit of $0	—			(2		)
Net income (loss) from discontinued operations	—			(188		)
Net income (loss)	10,133			(3,518		)
Net (income) loss attributable to noncontrolling interest	30			—
Net income (loss) attributable to Red Lion Hotels Corporation	$	10,163		$	(3,518	)
Comprehensive income (loss)
Unrealized gains (losses) on cash flow hedge	—			(1		)
Comprehensive income (loss)	$	10,163		$	(3,519	)
Earnings per share - basic
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation	$	0.51		$	(0.17	)
Income (loss) from discontinued operations	$	—		$	(0.01	)
Net income (loss) attributable to Red Lion Hotels Corporation	$	0.51		$	(0.18	)
Earnings per share - diluted
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation	$	0.51		$	(0.17	)
Income (loss) from discontinued operations	$	—		$	(0.01	)
Net income (loss) attributable to Red Lion Hotels Corporation	$	0.51		$	(0.18	)

The accompanying condensed notes are an integral part of the consolidated financial statements.

4

RED LION HOTELS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the Three Months EndedMarch 31, 2015 and 2014

	Three Months Ended
	March 31,
	2015			2014
	(In thousands)
Operating activities:
Net income (loss) from continuing operations	$	10,133		$	(3,518	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	3,108			3,223
Gain on disposition of property, equipment and other assets, net	(16,415		)	(73		)
Loss on early retirement of debt	1,159			—
Deferred income taxes	7			7
Equity in investments	(33		)	—
Stock based compensation expense	250			330
Provision for doubtful accounts	(2		)	1
Change in current assets and liabilities:
Restricted cash	(5,358		)	—
Accounts receivable	(343		)	(273		)
Notes receivable	(175		)	(35		)
Inventories	135			120
Prepaid expenses and other	(25		)	427
Accounts payable	626			(369		)
Accrued other	4,684			4,129
Net cash provided by (used in) operating activities	(2,249		)	3,969
Investing activities:
Purchases of property and equipment	(2,234		)	(3,102		)
Proceeds from disposition of property and equipment	37,729			295
Proceeds from sale of joint ventures	17,071			—
Collection of notes receivable related to property sales	336			42
Advances to Red Lion Hotels Capital Trust	(15		)	(27		)
Other, net	(54		)	—
Net cash provided by (used in) investing activities	52,833			(2,792		)
Financing activities:
Borrowings on long-term debt	53,807			—
Repayment of long-term debt	(30,528		)	(750		)
Proceeds from stock compensation, net	49			36
Debt issuance costs	(2,423		)	(5		)
Net cash provided by (used in) financing activities	20,905			(719		)
Change in cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents	71,489			458
Cash and cash equivalents at beginning of period	5,126			13,058
Cash and cash equivalents at end of period	$	76,615		$	13,516

The accompanying condensed notes are an integral part of the consolidated financial statements

5

RED LION HOTELS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - (Continued)

For the Three Months EndedMarch 31, 2015 and 2014

	Three Months Ended
	March 31,
	2015		2014
	(In thousands)
Supplemental disclosure of cash flow information:
Cash paid during periods for:
Income taxes	$	13	$	31
Interest on long-term debt	$	1,366	$	1,174
Non-cash operating, investing and financing activities:
Reclassification of property and other assets to assets held for sale	$	—	$	137
Reclassification of long-term note receivable to short-term	$	227	$	—
Conversion of accounts receivable to note receivable	$	80	$	—

The accompanying condensed notes are an integral part of the consolidated financial statements.

6

RED LION HOTELS CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

Red Lion Hotels Corporation ("RLHC", "we", "our", "us" or the "Company") is a NYSE-listed hospitality and leisure company (ticker symbols RLH and RLH-pa) primarily engaged in the ownership, management and franchising of hotels under our proprietary brands, including Hotel RL, Red Lion Hotels, Red Lion Inns & Suites and Leo Hotel Collection (the "Red Lion Brands"). The Red Lion Brands represent upscale and midscale full and select service hotels. As of March 31, 2015, the Red Lion network of hotels was comprised of 57 hotels located in 12 states and one Canadian province. The Red Lion Hotels and Red Lion Inn & Suites network was comprised of 55 hotels with 8,799 rooms and 438,322 square feet of meeting space, of which we operated 18 hotels (12 are majority-owned and consolidated, five are leased and one is managed), and franchised 37 hotels. The Leo Hotel Collection was comprised of two hotels with 3,256 rooms and 241,000 square feet of meeting space.

We are also engaged in entertainment operations, which derive revenues from promotion and presentation of entertainment productions and ticketing services under the operations of WestCoast Entertainment and TicketsWest. The ticketing service offers online ticket sales, ticketing inventory management systems, call center services, and outlet/electronic distributions for event locations.

We were incorporated in the state of Washington in April 1978, and until 2005 operated hotels under various other brand names including Cavanaughs Hotels and WestCoast Hospitality Corporation. The financial statements encompass the accounts of Red Lion Hotels Corporation and all of its consolidated subsidiaries, including Red Lion Hotels Holdings, Inc., Red Lion Hotels Franchising, Inc., Red Lion Hotels Management, Inc. ("RL Management"), Red Lion Hotels Limited Partnership ("RLHLP"), and RL Venture LLC ("RL Venture").

The financial statements include an equity method investment in a 19.9% owned real estate venture, as well as certain cost method investments in various entities included as other assets, over which we do not exercise significant influence. In addition, we hold a 3% common interest in Red Lion Hotels Capital Trust (the “Trust”) that is considered a variable interest entity. We are not the primary beneficiary of the Trust; thus, it is treated as an equity method investment.

2. Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Certain information and footnote disclosures normally included in financial statements have been condensed or omitted as permitted by such rules and regulations.

The consolidated balance sheet as of December 31, 2014 has been compiled from the audited balance sheet as of such date. We believe the disclosures included herein are adequate; however, they should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2014, previously filed with the SEC on Form 10-K.

In the opinion of management, these unaudited consolidated financial statements contain all of the adjustments of a normal and recurring nature necessary to present fairly our consolidated financial position at March 31, 2015, the consolidated statements of comprehensive income (loss) for the three months endedMarch 31,2015 and 2014, and the consolidated cash flows for the three months ended March 31, 2015 and 2014. The comprehensive income (loss) for the periods presented may not be indicative of that which may be expected for a full year.

Management makes estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting period and the disclosures of contingent liabilities. Actual results could materially differ from those estimates and interim results may not be indicative of fiscal year performance because of seasonal and short-term variations.

Changes to Significant Accounting Policies

We recognize other revenue and costs from managed properties when we incur the related reimbursable costs. These costs primarily consist of payroll and related expenses at managed properties where we are the employer. As these costs have no added markup, the revenue and related expense have no impact on either our operating or net income.

7

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. Except as otherwise described, these reclassifications had no effect on reported income/losses, total assets, total liabilities, or stockholders’ equity as otherwise reported.

3. Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 may be applied using either a full retrospective or a modified retrospective approach and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. We are in the process of evaluating this guidance and our method of adoption.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the consolidation analysis for both the variable interest model and for the voting model for limited partnerships and similar entities. ASU 2015-02 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. ASU 2015-02 provides for one of two methods of transition: retrospective application to each prior period presented; or recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. We are in the process of evaluating this guidance and our method of adoption.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. We have early adopted this guidance in the first quarter of 2015. We utilized retrospective application of the new standard and reclassified prior period balances of prepaid debt fees to debt discount.

In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for a customer’s accounting for service contracts. ASU 2015-05 is effective for annual and interim reporting periods beginning after December 15, 2015. We are in the process of evaluating this guidance and our method of adoption.

Management has assessed the potential impact of other recently issued, but not yet effective, accounting standards and determined that the provisions are either not applicable to our Company, or are not anticipated to have a material impact on our consolidated financial statements.

4.     Variable Interest Entities

RL Venture

In January 2015, we transferred 12 of our wholly owned hotels into RL Venture, a newly created entity that was initially wholly owned by us. Subsequently, we sold a 45 percent ownership stake in RL Venture to Shelbourne Falcon RLHC Hotel Investors LLC ("Shelbourne Falcon"), an entity that is led by Shelbourne Capital LLC ("Shelbourne"). We maintain a 55 percent interest in RL Venture and the 12 hotels are managed by RL Management, one of our wholly-owned subsidiaries, subject to a management agreement. RL Venture is considered a variable interest entity because our voting rights are not proportional to our financial interest and substantially all of RL Venture's activities involve and are conducted on our behalf. We have determined that we are the primary beneficiary as (a) we maintain a majority financial position, (b) we maintain management of the properties, and (c) the properties remain branded with Red Lion brands. As a result, we consolidate all of the activities of RL Venture. The equity interest owned by Shelbourne Falcon is reflected as noncontrolling interest in the consolidated financial statements. We recognized an $12.3 million loss on the sale of the equity interests as a reduction to additional paid in capital.

Cash distributions are made periodically based on calculated distributable income. There were no cash distributions made during the three months ended March 31, 2015.

8

RL Venture is considered a significant subsidiary; therefore the following condensed financial statements are presented to satisfy disclosure requirements of Rule 3-05 of Regulation S-X. The assets can only be used by RL Venture and the liabilities, with the exception of the loan, are non-recourse to our general credit or assets. The loan is non-recourse except that several investors in RL Venture, including us, are guarantors regarding the completion of certain improvements to the hotels, environmental covenants in the loan agreement, losses incurred by RL Venture and any event of bankruptcy involving RL Venture or any of its subsidiaries.

Condensed Balance Sheet	As of
	March 31, 2015
Assets:
Cash and restricted cash	$	1,974
Accounts receivable, net	1,071
Inventories	421
Prepaid expenses and other assets	801
Property and equipment, net	109,581
Total assets	$	113,848
Liabilities:
Accounts payable	$	1,465
Accrued payroll and related benefits	1,328
Other accrued expenses	1,578
Long-term debt	51,516
Total liabilities	55,887
Shareholders' equity	57,961
Total liabilities and stockholders' equity	$	113,848

Condensed Statement of Comprehensive Income (Loss)	Three months ended
	March 31, 2015
Hotel revenue	$	13,552
Hotel operating expenses	9,832
Depreciation and amortization	1,666
General and administrative expenses	1,385
Other expenses	14
Operating income (loss)	655
Interest expense	721
Net income (loss)	$	(66	)

9

5.    Property and Equipment

Property and equipment is summarized as follows (in thousands):

	March 31, 2015			December 31, 2014
Buildings and equipment	$	182,360		$	182,273
Landscaping and land improvements	6,943			6,943
Furniture and fixtures	31,910			31,910
	221,213			221,126
Less accumulated depreciation	(120,943		)	(117,968		)
	100,270			103,158
Land	38,891			39,087
Construction in progress	20,307			18,165
Property and equipment, net	$	159,468		$	160,410

The table above excludes the property and equipment balances of assets held for sale. See Note 6 for further discussion.

6.    Assets Held for Sale

As of March 31, 2015, there were no properties classified as assets held for sale. The properties classified as assets held for sale on December 31, 2014 were the Red Lion Hotel Bellevue in Bellevue, Washington ("Bellevue property") and the Red Lion Hotel Wenatchee in Wenatchee, Washington ("Wenatchee property"), both of which were sold during the first quarter of 2015 as follows:

•In January 2015, we sold the Wenatchee property for $4.1 million and concurrently entered into a franchise agreement with the new owner. We recognized a gain of $0.2 million on the sale.

•In February 2015, we sold the Bellevue property for $35.4 million and concurrently entered into a management agreement with the new owner. We recognized a gain of $16.2 million on the sale.

The property and equipment of these properties that are classified as assets held for sale on the December 31, 2014 consolidated balance sheet is detailed in the table below (in thousands):

	December 31, 2014
Buildings and equipment	$	16,339
Landscaping and land improvements	345
Furniture and fixtures	1,948
	18,632
Less accumulated depreciation and amortization	(8,537		)
	10,095
Land	11,066
Construction in progress	12
Assets held for sale	$	21,173

7.    Discontinued Operations

There were not any discontinued operations included in the three months ended March 31, 2015. Discontinued operations for March 31, 2014, includes the Red Lion Hotel Eugene in Eugene, Oregon ("Eugene property") for which we ceased operation when we assigned our lease to a third party. Accordingly, all operations of this property have been classified as discontinued operations since the fourth quarter of 2013.

10

The following table summarizes the results of discontinued operations for the periods indicated (in thousands):

	Three Months Ended March 31,
	2015		2014
Revenues	$	—	$	133
Operating expenses	—		(289		)
Hotel facility and land lease	—		(30		)
Loss from operations of discontinued business units	—		(186		)
Loss on disposal and impairment of the assets of the discontinued business units	—		(2		)
Loss from discontinued operations	$	—	$	(188	)

8.     Goodwill and Intangible Assets

Goodwill represents the excess of the estimated fair value of the net assets acquired during business combinations over the net tangible and identifiable intangible assets acquired. Goodwill was recorded in prior years in connection with the acquisitions of franchises and entertainment businesses.

The Red Lion brand name is an identifiable, indefinite-lived intangible asset that represents the separable legal right to a trade name and associated trademarks acquired in a business combination we entered into in 2001.

We assess goodwill and the brand name for potential impairments annually as of October 1, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the assets. We did not impair any goodwill or intangible assets during the three months endedMarch 31, 2015 or 2014.

The following table summarizes the balances of goodwill and other intangible assets (in thousands):

	March 31, 2015		December 31, 2014
Goodwill	$	8,512	$	8,512
Intangible assets
Brand name	$	6,878	$	6,878
Trademarks	134		134
Total intangible assets	$	7,012	$	7,012

Goodwill and other intangible assets attributable to each of our business segments were as follows (in thousands):

	March 31, 2015				December 31, 2014
			Other				Other
	Goodwill		Intangibles		Goodwill		Intangibles
Company operated hotels	$	—	$	4,659	$	—	$	4,659
Franchised hotels	5,351		2,347		5,351		2,347
Entertainment	3,161		6		3,161		6
Total	$	8,512	$	7,012	$	8,512	$	7,012

11

9. Long-Term Debt

RL Venture

In January 2015, RL Venture Holding LLC ("RL Venture Holding"), a wholly-owned subsidiary of RL Venture, and each of its 12 wholly-owned subsidiaries entered into a loan agreement with Pacific Western Bank. The original principal amount of the loan was $53.8 million with an additional $26.2 million to be drawn over a two-year period to cover improvements related to the 12 hotels. There were no draws made in the three months ended March 31, 2015. At March 31, 2015, there were unamortized debt issuance fees of $2.3 million.

The loan matures in January 2019 and has a one-year extension option. Interest under the advanced portions of the loan is payable monthly at LIBOR plus 4.75%. Principal payments begin in January 2017 in an amount necessary to repay the outstanding principal balance over a twenty-five year amortization period.

The loan requires us to comply with customary reporting and operating covenants applicable to RL Venture, including requirements relating to debt service loan coverage ratios. It also includes customary events of default. We were in compliance with these covenants at March 31, 2015.

Wells Fargo

In January 2015, in connection with the RL Venture transaction, we repaid the outstanding balance of our Wells Fargo term loan. We recognized a loss of $1.2 million as "Early retirement of debt" on the Consolidated Statement of Comprehensive Income (Loss) related to termination fees and write-off of the previously recorded prepaid debt fees and unamortized debt discount balances.

In January 2015, in connection with the sale of the Bellevue property, we terminated the $10 million credit facility associated with the term loan. There was no impact on our financial statements.

Debentures of Red Lion Hotels Capital Trust

Together with the Trust, we completed a public offering of $46.0 million of Trust Preferred securities in 2004. The securities are listed on the New York Stock Exchange and entitle holders to cumulative cash distributions at a 9.5% annual rate with maturity in February 2044. The cost of the offering totaled $2.3 million, which the Trust paid through an advance by us. The advance to the Trust is included with other noncurrent assets on our consolidated balance sheets.

We borrowed all of the proceeds from the offering, including our original 3% trust common investment of $1.4 million, on the same day through 9.5% debentures that are included as a long-term liability on our consolidated balance sheets. The debentures mature in 2044 and their payment terms mirror the distribution terms of the trust securities. The debenture agreement required the mandatory redemption of 35% of the then-outstanding trust securities at 105% of issued value if we completed an offering of common shares with gross proceeds of greater than $50 million. In accordance therewith and in connection with a common stock offering in May 2006, we repaid approximately $16.6 million of the debentures due the Trust. The Trust then redeemed 35% of the outstanding trust preferred securities and trust common securities at a price of $26.25 per share, a 5% premium over the issued value of the securities. Of the $16.6 million, approximately $0.5 million was received back by us for our trust common securities and was reflected as a reduction of our investment in the Trust. At March 31, 2015 and December 31, 2014, debentures due the Trust totaled $30.8 million.

10.    Derivative Financial Instruments

We do not enter into derivative transactions for trading purposes, but rather to hedge our exposure to interest rate fluctuations. We manage our floating rate debt using interest rate swaps in order to reduce our exposure to the impact of changing interest rates and future cash outflows for interest.

RL Venture

As required under our RL Venture loan, we entered into an interest rate cap with Commonwealth Bank of Australia to hedge our interest rate exposure. The cap had an original notional amount of $80.0 million and a fixed rate of 5.0%. The cap expires on January 15, 2018.

We estimate the fair value of our interest rate cap using standard calculations that use as their basis readily available observable market parameters. This option-pricing technique utilizes a one-month LIBOR forward yield curve, obtained from an independent external service. At March 31, 2015, the valuation of the interest rate cap resulted in the recognition of a swap asset totaling $0.1 million, which is included in "Other assets, net" on the Consolidated Balance Sheet.

12

Wells Fargo

In January 2015, in connection with the early retirement of the Wells Fargo credit facility, we settled and terminated the interest rate swap with Wells Fargo. The outstanding notional amount at the time of the termination was approximately $16.2 million. We recognized a loss of $0.4 million as "Early retirement of debt" on the Consolidated Statement of Income (Loss) related to termination fees and write-off of the previously recorded fair value and accumulated other comprehensive income (loss) balances. See Note 9 for additional information.

11.    Business Segments

As of March 31, 2015, we had three reporting segments: company operated hotels, franchised hotels and entertainment. The “other” segment consists of miscellaneous revenues and expenses, cash and cash equivalents, certain receivables and certain property and equipment which are not specifically associated with an operating segment. Management reviews and evaluates the operating segments exclusive of interest expense and income taxes; therefore, those two items have not been allocated to the segments. All balances have been presented after the elimination of inter-segment and intra-segment revenues and expenses.

Selected financial information is provided below (in thousands):

Three months ended March 31, 2015	Company Operated Hotels			Franchised Hotels			Entertainment		Other			Total
Revenue	$	23,935		$	2,093		$	3,677	$	10		$	29,715
Segment operating expenses	$	21,085		$	2,377		$	3,126	$	8		$	26,596
Depreciation and amortization	2,761			11			74		130			2,976
Other expenses	(14,889		)	—			—		2,398			(12,491		)
Operating income (loss)	14,978			(295		)	477		(2,526		)	12,634
Interest expense	(721		)	—			—		(781		)	(1,502		)
Loss on early retirement of debt	—			—			—		(1,159		)	(1,159		)
Other income	—			2			47		223			272
Income tax expense	—			—			—		(112		)	(112		)
Income (loss) from continuing operations	14,257			(293		)	524		(4,355		)	10,133
Discontinued operations	—			—			—		—			—
Net Income (loss)	14,257			(293		)	524		(4,355		)	10,133
Less net (income) loss attributable to noncontrolling interest	30			—			—		—			30
Net income (loss) attributable to RLHC	$	14,287		$	(293	)	$	524	$	(4,355	)	$	10,163
Capital expenditures	$	1,849		$	—		$	88	$	297		$	2,234
Identifiable assets	$	249,754		$	10,306		$	5,592	$	11,948		$	277,600

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Three months ended March 31, 2014	Company Operated Hotels			Franchise Hotels		Entertainment		Other			Total
Revenue	$	25,924		$	1,526	$	5,105	$	33		$	32,588
Segment operating expenses	$	22,814		$	1,442	$	4,057	$	114		$	28,427
Depreciation and amortization	2,869			12		84		178			3,143
Other expenses	1,079							2,114			3,193
Operating income (loss)	(838		)	72		964		(2,373		)	(2,175		)
Interest expense	—			—		—		(1,217		)	(1,217		)
Loss on early retirement of debt	—			—		—		—			—
Other income	—			—		—		93			93
Income tax (expense) benefit	—			—		—		(31		)	(31		)
Income (loss) from continuing operations	(838		)	72		964		(3,528		)	(3,330		)
Discontinued operations	—			—		—		(188		)	(188		)
Net Income (loss)	(838		)	72		964		(3,716		)	(3,518		)
Less net (income) loss attributable to noncontrolling interest	—			—		—		—			—
Net income (loss) attributable to RLHC	$	(838	)	$	72	$	964	$	(3,716	)	$	(3,518	)
Capital expenditures	$	3,322		$	9	$	139	$	(368	)	$	3,102
Identifiable assets as December 31, 2014	$	190,332		$	9,807	$	6,161	$	16,727		$	223,027

12.    Earnings (Loss) Per Share

The following table presents a reconciliation of the numerators and denominators used in the basic and diluted net income (loss) per share computations for the three months endedMarch 31, 2015 and 2014 (in thousands, except per share amounts):

	Three Months Ended March 31,
	2015		2014
Numerator - basic and diluted:
Net income (loss) from continuing operations	$	10,133	$	(3,330	)
Less: net (income) loss attributable to noncontrolling interest	$	30	$	—
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation	$	10,163	$	(3,330	)
Income (loss) from discontinued operations	—		(188		)
Net income (loss) attributable to Red Lion Hotels Corporation	$	10,163	$	(3,518	)
Denominator:
Weighted average shares - basic	19,895		19,716
Weighted average shares - diluted	20,067		19,716
Earnings (loss) per share - basic
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation	$	0.51	$	(0.17	)
Income (loss) from discontinued operations	$	—	$	(0.01	)
Net income (loss) attributable to Red Lion Hotels Corporation	$	0.51	$	(0.18	)
Earnings (loss) per share - diluted
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation	$	0.51	$	(0.17	)
Income (loss) from discontinued operations	$	—	$	(0.01	)
Net income (loss) attributable to Red Lion Hotels Corporation	$	0.51	$	(0.18	)

For the three months ended March 31, 2015, all of the 75,176 options to purchase common shares and 469,424 of the 640,459 restricted stock units outstanding and warrants to purchase 442,533 common shares were not included in the diluted per share calculation as they were antidilutive. For the three months ended March 31, 2014, all of the 118,127 options to purchase common

14

shares and all of the 314,618 restricted stock units outstanding were not included in the diluted per share calculation as they were antidilutive.

13.    Income Taxes

For the three months ended March 31, 2015 and 2014, we reported an income tax expense of $112 thousand and $31 thousand, respectively. The income tax provision varies from the statutory rate primarily due to a full valuation allowance against our deferred assets.

We have federal operating loss carryforwards ,which will expire beginning in 2033, state operating loss carryforwards, which will expire beginning in 2017, and tax credit carryforwards, which will begin to expire in 2024.

14.    Stockholders' Equity

Stock Incentive Plans

The 2006 Stock Incentive Plan authorizes the grant or issuance of various option and other awards including restricted stock units and other stock-based compensation. The plan was approved by our shareholders and allowed awards of 2.0 million shares, subject to adjustments for stock splits, stock dividends and similar events. As of March 31, 2015, there were 456,130 shares of common stock available for issuance pursuant to future stock option grants or other awards under the 2006 plan.

Stock Options

In the three months ended March 31, 2015 and 2014 we recognized no compensation expense related to options.

A summary of stock option activity for the three months ended March 31, 2015, is as follows:

	Number of Shares	Weighted Average Exercise Price
Balance, December 31, 2014	75,176	$	10.27
Options granted	—	$	—
Options exercised	—	$	—
Options forfeited	—	$	—
Balance, March 31, 2015	75,176	$	10.27
Exercisable, March 31, 2015	75,176	$	10.27

Additional information regarding stock options outstanding and exercisable as of March 31, 2015, is as follows:

Exercise Price	Number Outstanding	Weighted Average Remaining Contractual Life (Years)	Expiration Date	Weighted Average Exercise Price		Aggregate Intrinsic Value(1)		Number Exercisable	Weighted Average Exercise Price		Aggregate Intrinsic Value(1)
$7.46	3,500	0.61	2015	$	7.46	$	—	3,500	$	7.46	$	—
$8.74	40,836	3.14	2018	8.74		—		40,836	8.74		—
$12.21	15,195	1.64	2016	12.21		—		15,195	12.21		—
$13.00	15,645	2.13	2017	13.00		—		15,645	13.00		—
	75,176	2.51	2015-2018	$	10.27	$	—	75,176	$	10.27	$	—

__________ 

(1) The aggregate intrinsic value is before applicable income taxes and represents the amount option recipients would have received if all options had been fully vested and exercised on the last trading day of the first three months of 2015, or March 31, 2015, based upon our closing stock price on that date of $6.67.

Restricted Stock Units, Shares Issued as Compensation

As of March 31, 2015 and 2014, there were 640,459 and 314,618 unvested restricted stock units outstanding. Since we began issuing restricted stock units, approximately 22.0% of total units granted have been forfeited. In the first quarter of 2015, we

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recognized approximately $0.2 million in compensation expense related to restricted stock units compared to $0.2 million in the comparable period in 2014. As the restricted stock units vest, we expect to recognize approximately $2.8 million in additional compensation expense over a weighted average period of 41 months, including $0.7 million during the remainder of 2015.

A summary of restricted stock unit activity for the three months ended March 31, 2015, is as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Balance, December 31, 2014	398,513		$	7.32
Granted	270,383		$	6.80
Vested	(24,601	)	$	5.80
Forfeited	(3,836	)	$	6.25
Balance, March 31, 2015	640,459		$	6.40

Employee Stock Purchase Plan

In January 2008, we adopted the 2008 employee stock purchase plan (the “2008 ESPP”) upon the expiration of its predecessor plan. Under the 2008 ESPP, a total of 300,000 shares of common stock are authorized for purchase by eligible employees at a discount through payroll deductions. No employee may purchase more than $25,000 worth of shares in any calendar year, or more than 10,000 shares during any six-month purchase period under the plan. As allowed under the 2008 ESPP, a participant may elect to withdraw from the plan, effective for the purchase period in progress at the time of the election with all accumulated payroll deductions returned to the participant at the time of withdrawal. During the three months ended March 31, 2015 and 2014, 10,614 and 7,405 shares were issued to participants under the terms of the plan, respectively.

Warrants

In January 2015, in connection with Shelbourne Falcon’s purchase of equity interests in RL Venture, the Company issued to Shelbourne a warrant to purchase 442,533 shares of the Company’s common stock. The warrant has a five year term from the date of issuance and a per share exercise price of $6.78. The warrant is classified as equity due to share settlement upon exercise. Accordingly, the estimated fair value of the warrant was recorded in additional paid in capital upon issuance and we do not recognize subsequent changes in fair value in our financial statements.

15.    Fair Value of Financial Instruments

Applicable accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). We measure our assets and liabilities using inputs from the following three levels of the fair value hierarchy:

Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 includes unobservable inputs that reflect assumptions about what factors market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data.

Estimated fair values of financial instruments (in thousands) are shown in the table below. The carrying amounts for cash and cash equivalents, accounts receivable and current liabilities are reasonable estimates of their fair values. The carrying amounts of our current notes receivable are reasonable estimates of their fair values due to the short nature of the loans (they are expected to be satisfied within a year). We estimate the fair value of our long-term debt, excluding leases, using expected future payments discounted at risk-adjusted rates, both of which are Level 3 inputs. The debentures are valued at the closing price on March 31, 2015, of the underlying trust preferred securities on the New York Stock Exchange, which was a directly observable Level 1 input. The fair values provided below are not necessarily indicative of the amounts we or the debt holders could realize in a current

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market exchange. In addition, potential income tax ramifications related to the realization of gains and losses that would be incurred in an actual sale or settlement have not been taken into consideration.

	March 31, 2015				December 31, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents and restricted cash(1)	$	82,198	$	82,198	$	5,351	$	5,351
Accounts receivable(1)	$	7,063	$	7,063	$	6,752	$	6,752
Notes receivable	$	5,203	$	5,203	$	5,284	$	5,284
Financial liabilities:
Current liabilities, excluding debt(1)	$	20,882	$	20,882	$	18,469	$	18,469
Total debt	$	51,508	$	57,456	$	29,873	$	30,683
Debentures	$	30,825	$	31,759	$	30,825	$	31,639

__________

(1) Includes the cash, accounts receivable, and current liabilities of discontinued operations held for sale as of December 31, 2014.

16.    Commitments and Contingencies

At any given time we are subject to claims and actions incidental to the operations of our business. Based on information currently available, we do not expect that any sums we may receive or have to pay in connection with any legal proceeding would have a materially adverse effect on our consolidated financial position or net cash flow.

Due to our equity method investment in a 19.9% owned real estate venture, we are considered a guarantor of the mortgage for the building associated with that investment. We would be obligated to pay a portion of this mortgage in the event the real estate venture were unable to meet its principal or interest payment obligations. As of March 31, 2015, the maximum amount payable under this guarantee was approximately $1.9 million, which represents 19.9% of the outstanding mortgage balance. At each reporting date, it was not probable that we would be required to pay any of this amount; thus we have not accrued a liability for any portion of this obligation in our March 31, 2015 or December 31, 2014 financial statements.

The terms of our lease for the Red Lion Hotel Vancouver (at the Quay) include a required lease termination fee of $3.0 million upon termination of the lease, but no later than December 31, 2015. This payment is subject to a letter of credit which is secured by a certificate of deposit, which is included in "Restricted cash" on the Consolidated Balance Sheet.

17. Related Party Transactions

RL Venture has agreed to pay to Shelbourne Falcon an investor relations fee each month equal to 0.50% of its total aggregate revenue. Columbia Pacific Opportunity Fund, LP, the Company's largest shareholder, is an investor in Shelbourne Falcon.

RL Venture has also agreed to pay CPA Development, LLC, an affiliate of Columbia Pacific Opportunity Fund, LP, a construction management fee in aggregate amount of $200,000. During the three months ended March 31, 2015, RL Venture paid $18,200 of the construction management fee.

18.    Subsequent Events

In April 2015, our subsidiary RL Baltimore, LLC ("RL Baltimore") obtained a new mortgage loan from PFP Holding Company IV LLC, an affiliate of Prime Finance, secured by the Hotel RL Baltimore Inner Harbor. The initial principal amount of the loan was $10.1 million and the lender has agreed to advance an additional $3.2 million to cover expenses related to improvements to the hotel. The loan has a three-year term with twoone-year extension options, and interest under the advanced portions of the loan will be calculated at LIBOR plus 6.25%. Interest only payments are due monthly commencing May 2015. Monthly principal payments of $16,000 are required beginning in May 2018. In the event of any prepayment, we are required to pay the lender interest that would have been paid through the maturity date. As required under the loan, we entered into an interest rate cap with Commonwealth Bank of Australia to hedge our interest rate exposure. The cap had an original notional amount of $13.3 million and a fixed rate of 3.0%. The loan agreement contains customary reporting and operating covenants applicable to the joint venture, including requirements for lender approval of annual operating and capital budgets, under certain conditions.

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Also in April 2015, we sold a 21.0 percent member interest in RLS Balt Venture LLC, the parent to RL Baltimore, to Shelbourne Falcon Charm City Investors LLC ("Shelbourne Falcon II"), an entity led by Shelbourne Capital LLC. Shelbourne Falcon II has the option to purchase an additional 24.0 percent ownership for $2.3 million until December 31, 2015. Hotel RL Baltimore will continue to be managed by our wholly owned subsidiary, RL Management, under an initial five-year management contract, with threefive-year extensions. This hotel will continue to be consolidated as the joint venture is considered a variable interest entity and we are the primary beneficiary.

Also in April 2015, we purchased all of the intellectual property rights and franchise license agreements on 73 GuestHouse International and Settle Inn & Suites properties across the U.S. for $8.5 million plus a potential additional payment of up to $1.5 million.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report on Form 10-Q includes forward-looking statements. We have based these statements on our current expectations and projections about future events. When words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “seek,” “should,” “will” and similar expressions or their negatives are used in this quarterly report, these are forward-looking statements. Many possible events or factors, including those discussed in “Risk Factors” under Item 1A of our annual report filed with the Securities and Exchange Commission (“SEC”) on Form 10-K for the year ended December 31, 2014, could affect our future financial results and performance, and could cause actual results or performance to differ materially from those expressed. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this quarterly report.

In this report, "we," "us," "our," "our Company," "the Company" and "RLHC" refer to Red Lion Hotels Corporation and, as the context requires, all of its subsidiaries, including Red Lion Hotels Holdings, Inc., Red Lion Hotels Franchising, Inc., Red Lion Hotels Management, Inc. and Red Lion Hotels Limited Partnership, all of which are wholly owned, and RL Venture LLC, in which we hold a 55% member interest. "Red Lion" refers to the Red Lion Brands described below. The terms "the network", "system-wide hotels" or "network of hotels" refer to our entire group of owned, managed and franchised hotels.

The following discussion and analysis should be read in connection with our unaudited consolidated financial statements and the condensed notes thereto and other financial information included elsewhere in this quarterly report, as well as in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2014, previously filed with the SEC on Form 10-K.

Introduction

We are a NYSE-listed hospitality and leisure company (ticker symbols RLH and RLH-pa) primarily engaged in the management, franchising and ownership of hotels under our proprietary brands, including Hotel RL, Red Lion Hotels, Red Lion Inns & Suites and Leo Hotel Collection (the “Red Lion Brands”). Established in the western United States over 30 years ago, the Red Lion Brands represent upscale and midscale full and select service hotels.

Our Company was incorporated in the state of Washington in April 1978, and until 1999 operated hotels under various other brand names including Cavanaughs Hotels and WestCoast Hotels, Inc. All of our hotels currently operate under the Red Lion Brands.

Our brands offer a unique local spin on the expected travel experience in an environment that allows customers to feel welcome and at home. Our properties strive to highlight friendly service and reflect the local flair of their markets. Our focus is to anticipate guest needs and pleasantly surprise them with our distinctive Pacific Northwest-inspired customer service. Warm and authentic, our commitment to customer service includes a focus on delivering the guest locally inspired, friendly and personalized signature moments. This is intended to position each Red Lion hotel as an advocate to our traveling guests, creating brand relevance and loyalty, differentiating us from our competition.

In October 2014, we launched a new brand, Hotel RL. This upscale lifestyle brand is a full-service, conversion brand targeted for the top 80 U.S. urban markets that is inspired by the spirit of the Pacific Northwest and designed for consumers with a millennial mindset. The first addition to Hotel RL will be the Hotel RL Baltimore Inner Harbor, which is currently under renovation and expected to open in summer 2015. We are also converting three of our existing hotels located in Salt Lake City, Utah, and in Olympia and Spokane, Washington to the Hotel RL brand; the conversions are expected to be completed through the first quarter of 2016.

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A summary of our properties as of March 31, 2015 is provided below:

	Hotels	Total Available Rooms	Meeting Space (sq. ft.)
Company operated hotels	18	3,738	169,572
Franchised hotels	37	5,061	268,750
Leo Hotel Collection	2	3,256	241,000
Total systemwide	57	12,055	679,322

We operate in three reportable segments:

• The company operated hotel segment derives revenue primarily from guest room rentals and food and beverage operations at owned and leased hotels for which we consolidate results. Revenues are also derived from management fees and and related charges for hotels with which we contract to perform management services. As of March 31, 2015, we operated 18 hotels, of which 12 are majority-owned, five are leased, and one is managed.

• The franchise segment is engaged primarily in licensing the Red Lion Brands to franchisees. This segment generates revenue from franchise fees that are typically based on a percent of room revenue and are charged to hotel owners in exchange for the use of our brand and access to our central services programs. These programs include our reservation system, guest loyalty program, national and regional sales, revenue management tools, quality inspections, advertising and brand standards.

• The entertainment segment derives revenue primarily from promotion and presentation of entertainment productions under the operations of WestCoast Entertainment and from ticketing services under the operations of TicketsWest. The ticketing service offers online ticket sales, ticketing inventory management systems, call center services, and outlet/electronic distributions for event locations.

Our remaining activities, none of which constitutes a reportable segment, have been aggregated into "other".

Executive Summary

Our strategy is to grow our brands and profitability by expanding our hotel network with additional franchised hotels, managing the operations of hotels partially owned by us through joint venture or sliver equity participation, and managing operations of hotels with which we contract to perform management services.

We believe franchising and management represents a profitable, non-capital intensive growth opportunity. Our strategy is to identify larger urban metropolitan statistical areas (MSAs) that are saturated by larger brands in order to become the conversion brand of choice for owners of established hotels looking for alternatives in those markets. By segmenting our brands with clear distinctions between each offering, we are uniquely positioned to provide an appealing alternative for a variety of owners. We believe our strong brand name recognition in the Western U.S. markets provides us with an opportunity to expand our hotel network within our existing footprint. The Midwest, South and East Coast markets also provide us with opportunity to expand our hotel network into markets across North America as our brands will be a unique and new value proposition for current and potential hotel owners in markets saturated by competitor brands. To assist in our ability to grow our hotel network in larger metropolitan cities, we may consider special incentives, management contracting services, sliver equity, joint venture opportunities with hotel owners and investors or adding additional brand options. In addition to conversion from other brands, independently branded hotel operations may also benefit from the RLHC central services programs. For all properties, we strive to provide hotel owners leading distribution technology and sales support as part of our brand support programs.

We believe that additional growth in our hotel network in larger metropolitan cities will come from hotel acquisitions where we contribute partial equity or participate in equity ownership opportunities in joint ventures with hotel owners and investors. Equity investment in hotels new to our system is an opportunity for us to redeploy capital generated from sales of hotels into improvement and expansion of our hotel network in major cities. Further growth opportunities may come from the expansion of our brand offerings. In October 2014, we launched a new upscale hotel brand, Hotel RL. This new hotel product is intended to be flexible enough to allow adaptive reuse projects, conversions and new builds while giving owners a more free-form approach to adapt the hotel to their unique markets and locations. The new flat fee structure is a true differentiator in this segment, which provides a predictable cost structure for our franchisees with the opportunity to leverage a greater proportion of their top-line

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growth to superior hotel performance. In December 2014, we announced the acquisition of an adaptive reuse property located at Baltimore's Inner Harbor in Maryland. Currently under renovation, the 130-room hotel is expected to open in summer 2015 as the Company's first Hotel RL.

In January 2015, we completed a comprehensive transaction to accelerate the execution of our national growth strategy. Key components included the transfer of 12 of our wholly owned hotels to RL Venture LLC, a newly created entity that was initially wholly owned by us, the sale to a third party of a 45 percent member interest in that entity, and the concurrent refinancing of all of our secured debt. Three of the hotels will be renovated and converted to the recently announced lifestyle, three-star Hotel RL brand. The remaining nine Red Lion Hotels and Red Lion Inn & Suites will also undergo comprehensive renovations. All 12 hotels will continue to be managed by RLHC's wholly owned subsidiary, Red Lion Hotels Management, Inc., under an initial five-year management contract, with three five-year extensions.

In April 2015, our subsidiary RL Baltimore, LLC ("RL Baltimore") obtained a new loan secured by the Hotel RL Baltimore Inner Harbor. We subsequently sold a 21.0 percent member interest in RLS Balt Venture LLC, the parent to RL Baltimore, to a third party, who has the option to purchase an additional ownership until December 31, 2015.

In April 2015, we announced that we had completed the acquisition of the intellectual property assets and all hotel franchise license agreements of GuestHouse International, LLC. The acquisition expanded RLHC's presence across the country by adding two recognized hotel brands with 73 GuestHouse International and Settle Inn & Suites franchise license agreements. The transaction more than doubled the RLHC brand portfolio from 57 to 130 hotels in 30 states.

To further support the market repositioning of our Red Lion Brands and improve our financial performance, throughout 2014 and the beginning of 2015, we sold seven non-strategic hotel assets. Proceeds from the sales of these assets have provided additional capital for support of the growth initiatives for our hotel network.

We are also investing in sales and marketing talent and technology to improve our ability to manage the various channels which drive occupancy and average daily rate at our hotels, including transient, group and preferred corporate business. We have implemented a new guest management ecosystem, RevPak, which includes a number of industry revenue generation systems fully integrated to provide comprehensive information by integrating information on customer acquisition, customer management and customer retention. This suite of products will deliver dynamic and personalized communications and promotions tailored to individual guest travel needs and habits.

Our focus on improving e-commerce revenue generation includes ongoing updates and improvements to our RedLion.com website and improved and targeted digital marketing utilizing information generated through our RevPak reservation and distribution system.

Revenue per available room ("RevPAR") for company operated hotels on a comparable basis from continuing operations increased 10.7% in the first quarter of 2015 from the first quarter of 2014. Average Daily Rate ("ADR") on a comparable basis from continuing operations increased 5.3% in the first quarter of 2015 to $89.23 from $84.76 in the first quarter of 2014. Occupancy on a comparable basis from continuing operations increased 300 basis points in the first quarter of 2015 from the first quarter of 2014.

Comparable RevPAR for franchised hotels increased 13.1% in the first quarter of 2015 from the first quarter of 2014. Comparable ADR increased 5.0% in the first quarter of 2015 to $82.78 from $78.83 in the first quarter of 2014. Comparable occupancy increased 350 basis points in the first quarter of 2015 from the first quarter of 2014.

Systemwide comparable RevPAR increased 12.1% in the first quarter of 2015 from the first quarter of 2014. Comparable ADR increased 5.2% in the first quarter of 2015 to $86.29 from $82.03 in the first quarter of 2014. Comparable occupancy increased 330 basis points in the first quarter of 2015 from the first quarter of 2014.

Average occupancy, ADR and RevPAR statistics are provided below on a comparable basis from continuing operations.

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	For the three months ended March 31,
	2015									2014
	AverageOccupancy			ADR			RevPAR			Average Occupancy		ADR		RevPAR
Company operated hotels(1)	60.4	%		$	89.23		$	53.91		57.4	%	$	84.76	$	48.69
Franchised hotels	48.4	%		$	82.78		$	40.03		44.9	%	$	78.83	$	35.39
Total systemwide	54.2	%		$	86.29		$	46.80		50.9	%	$	82.03	$	41.74
Change from prior comparative period:
Company operated hotels	300		bps	5.3		%	10.7		%
Franchised hotels	350		bps	5.0		%	13.1		%
Total systemwide(1)	330		bps	5.2		%	12.1		%

(1) Includes all company operated and franchised hotels and excludes hotels classified as discontinued operations. This also excludes the two properties under the Leo Hotel Collection Brand. The Eugene property has been excluded from the company operated hotel statistics in the 2014 period due to the discontinued operation classification.

Average occupancy, ADR and RevPAR, as defined below, are widely used in the hospitality industry and appear throughout this document as important measures to the discussion of our operating performance.

• Average occupancy represents total paid rooms occupied divided by total available rooms. We use average occupancy as a measure of the utilization of capacity in our network of hotels.

• RevPAR represents total room and related revenues divided by total available rooms. We use RevPAR as a measure of performance yield in our network of hotels.

• ADR represents total room revenues divided by the total number of paid rooms occupied by hotel guests. We use ADR as a measure of room pricing in our network of hotels.

• Total available rooms represents the number of rooms available multiplied by the number of days in the reported period. We use total available rooms as a measure of capacity in our network of hotels and do not adjust total available rooms for rooms temporarily out of service for remodel or other short-term periods.

• Comparable hotels are hotels that have been owned, leased, managed, or franchised by us and were in operation throughout each of the full periods presented, other than hotels classified as discontinued operations.

Throughout this document and unless otherwise stated, RevPAR, ADR and average occupancy statistics are calculated using statistics for comparable hotels. Some of the terms used in this report, such as "full service" and "midscale" are consistent with those used by Smith Travel Research, an independent statistical research service that specializes in the lodging industry. Our hotels are typically classified by Smith Travel Research as midscale with or without food and beverage.

Results of Operations

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A summary of our consolidated statements of comprehensive (loss) income is provided below (in thousands):

	Three Months Ended March 31,
	2015			2014
Total revenue	$	29,715		$	32,588
Total operating expenses	17,081			34,763
Operating income (loss)	12,634			(2,175		)
Other income (expense):
Interest expense	(1,502		)	(1,217		)
Loss on early retirement of debt	(1,159		)	—
Other income, net	272			93
Income (loss) before taxes	10,245			(3,299		)
Income tax expense (benefit)	112			31
Net income (loss) from continuing operations	10,133			(3,330		)
Net income (loss) from discontinued operations, net of tax (1)	—			(188		)
Net income (loss)	10,133			(3,518		)
Less net (income) loss attributable to noncontrolling interest	30			—
Net income (loss) attributable to Red Lion Hotels Corporation	$	10,163		$	(3,518	)
Comprehensive income (loss)
Unrealized loss on cash flow hedges, net of tax	$	—		$	(1	)
Comprehensive income (loss)	$	10,163		$	(3,519	)
Non-GAAP Financial Measures (2)
EBITDA	$	14,753		$	873
Adjusted EBITDA	$	83		$	1,061
Adjusted net income (loss)	$	(4,507	)	$	(3,330	)
(1) Discontinued operations includes a hotel in Eugene, Oregon that ceased operations in first quarter 2014.
(2) The definitions of "EBITDA", "Adjusted EBITDA" and Adjusted net income (loss) and how those measures relate to net income (loss) are discussed and reconciled under Non-GAAP Financial Measures below.

For the three months ended March 31, 2015, we reported net income attributable to Red Lion Hotels Corporation of $10.2 million or $0.51 per basic share. Net income includes $16.4 million in gains on the sales of the Bellevue and Wenatchee properties. Net income also includes $1.2 million in loss on early retirement of debt incurred in paying off the Wells Fargo term loan. In addition, net income includes $0.6 million in amortized lease termination fees related to the amended lease for the Red Lion Hotel Vancouver at the Quay.

For the three months ended March 31, 2014, we reported net loss attributable to Red Lion Hotels Corporation of $3.5 million or $0.18 per share. Net loss included $0.2 million of loss in discontinued operations.

The above special items are excluded from operating results in Adjusted EBITDA. For the three months ended March 31, 2015, Adjusted EBITDA was $0.1 million, compared to $1.1 million for the three months ended March 31, 2014.

Non-GAAP Financial Measures

EBITDA is defined as net income (loss), before interest, taxes, depreciation and amortization. We believe it is a useful financial performance measure due to the significance of our long-lived assets and level of indebtedness.

Adjusted EBITDA and Adjusted net income (loss) are additional measures of financial performance. We believe that the inclusion or exclusion of certain special items, such as gains and losses on asset dispositions and impairments, is necessary to provide the most accurate measure of core operating results and as a means to evaluate comparative results.

EBITDA, Adjusted EBITDA and Adjusted net income (loss) are commonly used measures of performance in the industry. We utilize these measures because management finds them a useful tool to perform more meaningful comparisons of past, present

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and future operating results and as a means to evaluate the results of core, ongoing operations. We believe they are a complement to reported operating results. EBITDA, Adjusted EBITDA and Adjusted net income (loss) are not intended to represent net income (loss) defined by generally accepted accounting principles in the United States ("GAAP"), and such information should not be considered as an alternative to reported information or any other measure of performance prescribed by GAAP. In addition, other companies in our industry may calculate EBITDA and in particular Adjusted EBITDA and Adjusted net income (loss) differently than we do or may not calculate them at all, limiting the usefulness of EBITDA, Adjusted EBITDA and Adjusted net income (loss) as comparative measures.

The following is a reconciliation of EBITDA, Adjusted EBITDA and Adjusted net income (loss) to net income (loss) attributable to RLHC for the periods presented:

			Three Months Ended March 31,
			2015			2014
Net income (loss) attributable to Red Lion Hotels Corporation			$	10,163		$	(3,518	)
		Depreciation and amortization	2,976			3,143
		Interest expense	1,502			1,217
		Income tax expense	112			31
EBITDA			$	14,753		$	873
		Noncontrolling interest (1)	(30		)	—
		Loss on discontinued operations (2)	—			188
		Gain on asset dispositions (3)	(16,362		)	—
		Loss on early retirement of debt (4)	1,159			—
		Lease termination costs (5)	563			—
Adjusted EBITDA			$	83		$	1,061
(1	)	Represents noncontrolling interests in consolidated joint ventures.
(2	)	Discontinued operations include a hotel in Eugene, Oregon that ceased operations in first quarter 2014.
(3	)	In the first quarter of 2015, we recorded $16.4 million in gain on the sale of the Bellevue and Wenatchee properties. These amounts are included in the line item "Gain on asset dispositions, net" on the accompanying consolidated statements of comprehensive income (loss).
(4	)	During the first quarter of 2015, we recorded $1.2 million in loss on the early retirement of debt.
(5	)	In the fourth quarter of 2014, we amended the lease for the Red Lion Hotel Vancouver at the Quay and recorded $0.6 million of additional amortized lease termination fees in the first quarter of 2015.

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The following is a reconciliation of Adjusted net income (loss) to net income (loss) attributable to RLHC for the periods presented:

			Three Months Ended March 31,
			2015			2014
Net income (loss)			$	10,163		$	(3,518	)
		Noncontrolling interest (1)	(30		)	—
		Loss on discontinued operations (2)	—			188
		Gain on asset dispositions (3)	(16,362		)	—
		Loss on early retirement of debt (4)	1,159			—
		Lease termination costs (5)	563			—
Adjusted net income (loss)			$	(4,507	)	$	(3,330	)
(1	)	Represents noncontrolling interests in consolidated joint ventures.
(2	)	Discontinued operations include a hotel in Eugene, Oregon that ceased operations in first quarter 2014.
(3	)	In the first quarter of 2015, we recorded $16.4 million in gain on the sale of the Bellevue and Wenatchee properties. These amounts are included in the line item "Gain on asset dispositions, net" on the accompanying consolidated statements of comprehensive income (loss).
(4	)	During the first quarter of 2015, we recorded $1.2 million in loss on the early retirement of debt.
(5	)	In the fourth quarter of 2014, we amended the lease for the Red Lion Hotel Vancouver at the Quay and recorded $0.6 million of additional amortized lease termination fees in the first quarter of 2015.

Revenue

A breakdown of our revenues from continuing operations for the three months endedMarch 31,2015 and 2014 is as follows (in thousands):

Revenue From Continuing Operations

	Three Months Ended March 31,
	2015		2014
Company operated hotels	$	23,772	$	25,924
Franchised hotels	2,093		1,526
Entertainment	3,677		5,105
Other revenues from managed properties	163		—
Other	10		33
Total revenues	$	29,715	$	32,588

Comparable Company Operated Hotel Revenue From Continuing Operations

	Three Months Ended March 31,
	2015			2014
Company operated hotel revenue from continuing operations	$	23,935		$	25,924
less: company operated hotel revenue from discontinued, sold and new properties	(1,114		)	(5,144		)
Comparable company operated hotel revenue	$	22,821		$	20,780

Certain operating results for the periods included in this report are shown on a comparable hotel basis. Comparable hotels are defined as properties that are operated by the Company and excludes the results of discontinued operations, sold properties, and new properties that have been operated for less than 12 months. Discontinued operations include a hotel in Eugene, Oregon that ceased operations in first quarter 2014. Sold properties include the following: the Yakima property, which was sold in April 2014; the Kelso and Kennewick properties, which were sold in May 2014; the Canyon Springs property, which was sold in June 2014; the Pocatello property which was sold in October 2014; the Wenatchee property which was sold in January 2015; and the Bellevue property which was sold and subsequently managed in February 2015. New properties include the Baltimore property which is not yet operating.

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.

We utilize these comparable measures because management finds them a useful tool to perform more meaningful comparisons of past, present and future operating results and as a means to evaluate the results of core, ongoing operations. We believe they are a complement to reported operating results. Comparable operating results are not intended to represent reported operating results defined by generally accepted accounting principles in the United States ("GAAP"), and such information should not be considered as an alternative to reported information or any other measure of performance prescribed by GAAP.

Three months ended March 31,2015 and 2014

During the first quarter of 2015, revenue from the company operated hotel segment decreased $2.2 million or 8.3% compared to the first quarter of 2014. The primary reason for the decline is the reduction of hotel count as a result of the sale of properties in 2014 and 2015. On a comparable basis, excluding the results of the sold properties, revenue from the company operated hotel segment increased $2.0 million or 9.8% in the first quarter of 2015 compared to the first quarter of 2014. This comparable increase was primarily driven by a 5.3% increase in ADR, as the result of higher rates in the transient segment. Occupancy increased 300 basis points compared to the first quarter of 2014, primarily driven by increases in group room nights.

Revenue from our franchised hotels segment increased $0.6 million to $2.1 million in the first quarter of 2015 compared to the first quarter of 2014. This was primarily due an increase in the number of franchises added to the system.

Revenue in the entertainment segment decreased $1.4 million to $3.7 million in the first quarter of 2015 compared to the first quarter of 2014. This was primarily due to a successful 2014 run of a Broadway stage production in Honolulu.

Operating Expenses

Operating expenses generally include direct operating expenses for each of the operating segments, depreciation and amortization, hotel facility and land lease expense, gain or loss on asset dispositions and general and administrative expenses.

A breakdown of our operating expenses and direct margin by segment as reported for the three months endedMarch 31,2015 and 2014 is as follows (in thousands):

Operating Expenses From Continuing Operations

	Three Months Ended March 31,
	2015			2014
Company operated hotels	$	20,922		$	22,814
Franchised hotels	2,377			1,442
Entertainment	3,126			4,057
Other costs from managed properties	163			—
Other	8			114
Depreciation and amortization	2,976			3,143
Hotel facility and land lease	1,600			1,155
Gain on asset dispositions, net	(16,415		)	(75		)
General and administrative expenses	2,324			2,113
Total operating expenses	$	17,081		$	34,763

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A breakdown of our comparablehotel operating expenses and direct margin for the three months ended March 31,2015 and 2014 is as follows (in thousands):

Comparable Company Operated Hotel Operating Expenses From Continuing Operations

	Three Months Ended March 31,
	2015			2014
Company operated hotel operating expenses from continuing operations	$	21,085		$	22,814
less: company operated hotel operating expenses from discontinued, sold and new properties	(1,126		)	(4,707		)
Comparable company operated hotel operating expenses	$	19,959		$	18,107

Comparable hotels are defined as properties that are operated by the Company and excludes the results of discontinued operations and sold properties. Discontinued operations include a hotel in Eugene, Oregon that ceased operations in first quarter 2014. Sold properties include the following: the Yakima property, which was sold in April 2014; the Kelso and Kennewick properties, which were sold in May 2014; the Canyon Springs property, which was sold in June 2014; the Pocatello property which was sold in October 2014; the Wenatchee property which was sold in January 2015; and the Bellevue property which was sold in February 2015.

We utilize these comparable measures because management finds them a useful tool to perform more meaningful comparisons of past, present and future operating results and as a means to evaluate the results of core, ongoing operations. We believe they are a complement to reported operating results. Comparable operating results are not intended to represent reported operating results defined by generally accepted accounting principles in the United States ("GAAP"), and such information should not be considered as an alternative to reported information or any other measure of performance prescribed by GAAP.

Three months ended March 31,2015 and 2014

Direct company operated hotel expenses were $20.9 million in the first quarter of 2015 compared with $22.8 million in the first quarter of 2014. The primary reason for the decline is the reduction of hotel count as a result of the sale of properties in 2014 and 2015. On a comparable basis, direct company operated hotel expenses were $20.0 million in the first quarter of 2015 compared with $18.1 million in the first quarter of 2014. The increase was driven primarily by increased occupancy related costs and a prior year $0.6 million non-cash benefit in our loyalty program.

Direct expenses for the franchise segment in the first quarter of 2015 increased $0.9 million compared with the first quarter of 2014, primarily driven by a higher number of franchises added to the system as well as initial investment costs of the enhanced franchise development team.

Direct expenses for the entertainment segment in the first quarter of 2015 decreased by $0.9 million compared with the first quarter of 2014, primarily due to a successful 2014 run of a Broadway stage production in Honolulu.

Depreciation and amortization expenses decreased $0.2 million in the first quarter of 2015 compared with the first quarter of 2014. The primary driver of the variance was the elimination of depreciation on the properties sold.

Hotel facility and land lease costs increased $0.4 million compared with the first quarter of 2014, primarily due to amortized lease termination fees for the Red Lion Hotel Vancouver at the Quay.

During the first quarter of 2015, we recorded $16.4 million in gain on the sales of the Bellevue and Wenatchee properties. We had no such gains in the first quarter of 2014.

General and administrative expenses increased by $0.2 million in the first quarter of 2015 compared with the first quarter of 2014 primarily due to increased information technology costs.

Interest Expense

Interest expense increased $0.3 million in the first quarter of 2015 compared with the first quarter of 2014. The increase is primarily due to a higher principal amount of debt outstanding during the quarter.

Income Taxes

For the three months ended March 31, 2015 and 2014, we reported an income tax expense of $112 thousand and $31 thousand, respectively. The income tax provision varies from the statutory rate primarily due to a full valuation allowance against our deferred tax assets.

Discontinued Operations

During the first quarter of 2014, we ceased the operation of the Red Lion Hotel Eugene in Eugene, Oregon ("Eugene property") when we assigned our lease to a third party.

Liquidity and Capital Resources

In January 2015, RL Venture Holdings LLC ("RL Venture Holdings"), a wholly-owned subsidiary of RL Venture, and each of its 12 wholly-owned subsidiaries entered into a loan agreement with Pacific Western Bank. The original principal amount of the loan was $53.8 million with an additional $26.2 million to be drawn over a two-year period to cover improvements related to the 12 hotels. The loan matures in January 2019 and has a one-year extension option. Interest under the advanced portions of the loan is payable monthly at LIBOR plus 4.75%. Principal payments begin in January 2017 in an amount necessary to repay the outstanding principal balance over a twenty-five year amortization period.

The loan requires us to comply with customary reporting and operating covenants applicable to RL Venture, including requirements relating to debt service loan coverage ratios. It also includes customary events of default. We were in compliance with these covenants at March 31, 2015.

In January 2015, in connection with the RL Venture transaction, we repaid the outstanding balance of our Wells Fargo term loan. We recognized a loss of $1.2 million as "Early retirement of debt" on the Consolidated Statement of Comprehensive Income (Loss) related to termination fees and write-off of the previously recorded prepaid debt fees and unamortized debt discount balances.

In January 2015, in connection with the sale of the Bellevue property, we terminated the $10 million credit facility associated with the term loan. There was no impact on our financial statements.

Subsequent to March 31, 2015, RL Baltimore obtained a new $13.3 million loan from PFP Holding Company IV LLC, an affiliate of Prime Finance, secured by the Hotel RL Baltimore Inner Harbor. The initial principal amount of the loan was $10.1 million and the lender has agreed to advance an additional $3.2 million to cover expenses related to improvements to the hotel. The loan has a three-year term with two one-year extension options, and interest under the advanced portions of the loan will be calculated at LIBOR plus 6.25%. Interest only payments are due monthly commencing May 2015. Monthly principal payments of $16,000 are required beginning in May 2018. In the event of any prepayment, we are required to pay the lender interest that would have been paid through the maturity date. As required under the loan, we entered into an interest cap with Commonwealth Bank of Australia to hedge our interest rate exposure. The cap had an original notional amount of $13.3 million and a fixed rate of 3.0%. The loan agreement contains customary reporting and operating covenants applicable to the joint venture, including requirements for lender approval of annual operating and capital budgets, under certain conditions.

At March 31, 2015 total outstanding debt was $82.3 million, net of discount. Included in that amount is $30.8 million of debentures due to Red Lion Hotels Capital Trust. Our average pre-tax interest rate on debt was 6.6% at March 31, 2015, of which 36.4% was fixed at an average rate of 9.5% and 63.6% was at an average variable rate of 5.0%.

Our current assets at March 31, 2015 exceeded our current liabilities, by $75.6 million.

We are committed to keeping our properties well maintained and attractive to our customers in order to maintain our competitiveness within the industry and keep our hotels properly positioned in their markets. This requires ongoing access to capital for replacement of outdated furnishings as well as for facility repair, modernization and renovation. Over the last five to six years, our levels of capital expenditures for these purposes have been lower than normal due to the general economic conditions impacting our industry. As a result, we believe it will be necessary to invest capital in our hotels at higher levels than in recent years to support the room rates that we have historically charged.

We may seek to raise additional funds through public or private financings, strategic relationships, sales of assets or other arrangements. We cannot assure that such funds, if needed, will be available on terms attractive to us, or at all. If we sell additional assets, these sales may result in future impairments or losses on the final sale. Finally, any additional equity financings may be dilutive to shareholders and debt financing, if available, may involve covenants that place substantial restrictions on our business.

Operating Activities

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Net cash used in operating activities totaled $2.2 million during the first quarter of 2015 compared with net cash provided by operating activities of $4.0 million during the first quarter of 2014. The primary drivers of the change were the purchase of a $3.0 million certificate of deposit used to collateralize a letter of credit to support the lease termination fee for the Red Lion Hotel Vancouver at the Quay, the establishment of reserved cash balances in the RL Venture loan, lower year-over-year income in our entertainment division, and current year initial investment costs in our enhanced corporate and franchise development teams.

Investing Activities

Net cash provided by investing activities totaled $52.8 million during the first quarter of 2015 compared with net cash used in investing activities of $2.8 million during the first quarter of 2014. The primary driver of the change was the proceeds from the sales of the Bellevue and Wenatchee properties and the proceeds from the sale of equity interests in RL Venture in 2015.

Financing Activities

Net cash provided by financing activities was $20.9 million during the first quarter of 2015 compared with $0.7 million cash used in financing activities in the first quarter of 2014. The primary driver of the variance was the cash received on the new debt on RL Venture offset by repayment of the Wells Fargo debt in 2015.

Contractual Obligations

The following table summarizes our significant contractual obligations, including principal and estimated interest on debt, as of March 31, 2015 (in thousands):

	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Debt, excluding debentures(1)	$	64,120	$	2,690	$	6,776	$	54,654	$	—
Operating and capital leases	20,667		7,244		3,417		2,175		7,831
Service agreements	550		275		275		—		—
Debentures due Red Lion Hotels Capital Trust(1)	115,503		2,928		5,857		5,857		100,861
Total contractual obligations (2)	$	200,840	$	13,137	$	16,325	$	62,686	$	108,692

__________

(1) Including estimated interest payments and commitment fees over the life of the debt agreement.

(2) With regard to purchase obligations, we are not party to any material agreements to purchase goods or services that are enforceable or legally binding as to fixed or minimum quantities to be purchased or stated price terms.

We have leasehold interests at various hotel properties as well as our corporate headquarters located in Spokane, Washington. These leases require us to pay fixed monthly rent and have expiration dates of 2015 and beyond which are reflected in the table above. The table below summarizes the terms of the leases, including extension periods at our option, for our hotel properties as of March 31, 2015:

Property	Expiration date of lease	Extension periods
Red Lion River Inn	October 2018	Three renewal terms of five years each
Red Lion Hotel Seattle Airport	December 2024	One renewal term of five years
Red Lion Hotel Vancouver (at the Quay)	December 2015	None
Red Lion Anaheim	April 2016	18 renewal terms of five years each
Red Lion Hotel Kalispell	April 2028	Three renewal terms of five years each

Franchise Update

At March 31, 2015, the Red Lion Hotels and Red Lion Inn & Suites network included 37 hotels under franchise agreements, representing a total of 5,061 rooms and 268,750 square feet of meeting space.

In April 2015, we purchased all of the intellectual property rights and franchise license agreements on 73 GuestHouse International and Settle Inn & Suites properties across the U.S.

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Assets Held for Sale Update

As of March 31, 2015, we have no properties listed for sale. At December 31, 2014, we had the Red Lion Hotel Bellevue and the Red Lion Hotel Wenatchee listed for sale. We sold both properties in the first quarter of 2015 for aggregate net proceeds of $37.7 million.

Off-Balance Sheet Arrangements

As of March 31, 2015, we had no off-balance sheet arrangements, as defined by SEC regulations, which have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect: (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and (ii) the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. We consider a critical accounting policy to be one that is both important to the portrayal of our financial condition and results of operations and requires management's most subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our significant accounting policies are described in Note 2 of Condensed Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2014.

Management has discussed the development and selection of our critical accounting policies and estimates with the audit committee of our board of directors, and the audit committee has reviewed the disclosures presented on Form 10-K for the year ended December 31, 2014. Since the date of our 2014 Form 10-K, there have been no material changes to our critical accounting policies, nor have there been any changes to our methodology and assumptions applied to these policies.

New and Future Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 may be applied using either a full retrospective or a modified retrospective approach and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is not permitted. We are in the process of evaluating this guidance and our method of adoption.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the consolidation analysis for both the variable interest model and for the voting model for limited partnerships and similar entities. ASU 2015-02 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. ASU 2015-02 provides for one of two methods of transition: retrospective application to each prior period presented; or, recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. We are in the process of evaluating this guidance and our method of adoption.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. We have early adopted this guidance in the first quarter of 2015. We utilized retrospective application of the new standard and reclassified prior period balances of prepaid debt fees to debt discount.

In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for a customer’s accounting for service contracts. ASU 2015-05 is effective for annual and interim reporting periods beginning after December 15, 2015. We are in the process of evaluating this guidance and our method of adoption.

29

Management has assessed the potential impact of other recently issued, but not yet effective, accounting standards and determined that the provisions are either not applicable to our Company, or are not anticipated to have a material impact on our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our earnings and cash flows are subject to fluctuations due to changes in interest rates primarily from outstanding debt. As of March 31, 2015, our outstanding debt, including current maturities and excluding unamortized origination fees, was $84.6 million.

At March 31, 2015, $30.8 million of our outstanding debt was subject to currently fixed interest rates and was not exposed to market risk from rate changes. The remaining $53.8 million outstanding under the term loan is subject to variable rates, but is subject to an interest rate cap, which effectively fixed its interest rate at 5.0%.

We do not enter into derivative transactions for trading purposes, but rather to hedge our exposure to interest rate fluctuations. We manage our floating rate debt using interest rate swaps in order to reduce our exposure to the impact of changing interest rates and future cash outflows for interest.

Subsequent to March 31, 2015, RL Baltimore obtained a new $13.3 million loan from PFP Holding Company IV LLC, an affiliate of Prime Finance, secured by the Hotel RL Baltimore Inner Harbor. The initial principal amount of the loan was $10.1 million and the lender has agreed to advance an additional $3.2 million to cover expenses related to improvements to the hotel. The loan has a three-year term with two one-year extension options, and interest under the advanced portions of the loan will be calculated at LIBOR plus 6.25%. Interest only payments are due monthly commencing May 2015. Monthly principal payments of $16,000 are required beginning in May 2018. In the event of any prepayment, we are required to pay the lender interest that would have been paid through the maturity date. As required under the loan, we entered into an interest cap with Commonwealth Bank of Australia to hedge our interest rate exposure. The cap had an original notional amount of $13.3 million and a fixed rate of 3.0%. The loan agreement contains customary reporting and operating covenants applicable to the joint venture, including requirements for lender approval of annual operating and capital budgets, under certain conditions.

Outside of these changes, we do not foresee any other changes of significance in our exposure to fluctuations in interest rates, although we will continue to manage our exposure to this risk by monitoring available financing alternatives.

The below table summarizes our debt obligations at March 31, 2015 on our consolidated balance sheet (in thousands):

	2015		2016		2017		2018		2019		Thereafter		Total			Fair Value
Debt, excluding debentures	$	—	$	—	$	1,109	$	1,166	$	51,531	$	—	$	53,806		$	57,456
Average interest rate													5.0		%
Debentures due Red Lion
Hotels Capital Trust	$	—	$	—	$	—	$	—	$	—	$	30,825	$	30,825		$	31,759
Average interest rate													9.5		%

Item 4. Controls and Procedures

As of March 31, 2015, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective to ensure that material information required to be disclosed by us in the reports filed or submitted by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within time periods specified in Securities and Exchange Commission rules and forms.

There were no changes in internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), during the first three months of 2015 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

At any given time, we are subject to claims and actions incidental to the operation of our business. While the outcome of these proceedings cannot be predicted, it is the opinion of management that none of such proceedings, individually or in the aggregate, will have a material adverse effect on our business, financial condition, cash flows or results of operations. See Note 16 of Condensed Notes to Consolidated Financial Statements.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A Risk Factors in our annual report on Form 10-K for the year ended December 31, 2014, which could materially affect our business, financial condition or future results. The risks described in our annual report may not be the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results in the future.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Index to Exhibits

Exhibit Number	Description
10.1*	Asset Contribution Agreement dated January 15, 2015 among the registrant, twelve of its indirect wholly owned subsidiaries, and RL Venture Holding LLC
10.2*	Loan Agreement dated January 15, 2015 between RL Venture Holding LLC and twelve of its wholly owned subsidiaries, as borrowers, and Pacific Western Bank, as lender
10.3	Amended and Restated Limited Liability Company Agreement of RL Venture LLC dated January 16, 2015
10.4	Membership Interest Purchase Agreement dated January 16, 2015 between the registrant and Shelbourne Falcon RLHC Investors LLC
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)
31.2	Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)
32.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(b)
32.2	Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(b)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
*	The registrant has requested confidential treatment for certain portions of this exhibit pursuant to Rule 24b‑2 under the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Red Lion Hotels Corporation

Registrant

Signature		Title	Date
By:	/s/ Gregory T. Mount	President and Chief Executive Officer (Principal Executive Officer)	May 8, 2015
	Gregory T. Mount
By:	/s/ James A. Bell	Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 8, 2015
	James A. Bell

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EX-10.1

Exhibit 10.1

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith redacts the information subject to the confidentiality request. Pages where confidential treatment has been requested are marked “*** Confidential Treatment Requested” and the redacted material has been separately filed with the Securities and Exchange Commission. All redacted material has been marked by three asterisks (***).

ASSET CONTRIBUTION AGREEMENT

THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”) is made this 15th day of January, 2015 by and between, Red Lion Hotels Corporation, a Washington corporation (referred to herein sometimes as “Red Lion” and, the limited liability companies identified on Schedule 1.01(collectively, the “Contributing Entities” and individually or collectively with Red Lion, the “Contributor”) and RL Venture Holding, LLC, a Delaware limited liability company (the “Company”).

RECITALS:

A.The Contributing Entities are each Affiliates (as defined herein) of Red Lion and Red Lion has the power to cause the Contributing Entities to contribute the Property (as herein defined).

B.The Contributing Entities are the fee owners of certain real property located at the addresses and in the commonly known locations identified on Schedule 1.01, including those certain parcels of land legally described in Exhibit Aand the improvements and buildings located thereon, and the owners of the Hotels (as hereinafter defined) located thereon, which are identified on Schedule 1.01, which include guest rooms and public facilities, certain leased land, commercial spaces, restaurant(s) and lounge(s), meeting rooms and related facilities, administrative offices, service areas, and other amenities as are currently located therein.

C.Contributor desires to contribute to the Company or it designees, and the Company or its designee desire to receive from Contributor, the Property (as hereinafter defined), at and on the terms set forth in this Agreement.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, agreements, covenants and conditions herein contained, the Contributor and the Company agree as follows:

ARTICLE I DEFINITIONS AND REFERENCES

Section 1.01 Definitions. As used herein, the following terms shall have the respective

meanings indicated below:

Accountants: As defined in Section8.05(a).

Affiliate: With respect to a specific entity, any natural person or any firm, corporation, partnership, association, trust or other entity which, directly or indirectly, controls, or is under common control with, the subject entity, and with respect to any specific entity or person, any firm, corporation, partnership, association, trust or other entity which is controlled by the subject entity or person. For purposes hereof, the term “control” shall mean the possession, directly or

indirectly, of the power to direct or cause the direction of the management and policies of any entity or the power to veto major policy decision of any such entity, whether through the ownership of voting securities, by contract, or otherwise.

Agreed Value: As defined in Section3.01.

Agreement: This Asset Contribution Agreement to contribute the Property, including the Exhibits and Schedules thereto.

Assignment    and    Assumption    Agreements:    The    Assignment    and    Assumption Agreements in the form attached hereto as Exhibit E, to be entered into at Closing.

Assumed Liabilities: As defined in Section3.03(a).

Bills of Transfer: As defined in Section7.01(b).

Bookings: Contracts or agreements for the use or occupancy of guest rooms, for meeting and/or banquet facilities or catering services, or any other facilities, of the Hotels.

Breaching Party: As defined in Section4.01.

Closing: As defined in Section 6.01.

Closing Date: As defined in Section 6.01.

Closing Statement: As defined in Section8.05(a).

Company: As defined in the preamble.

Company’s Conditions: As defined in Section9.02

Compensation: The direct salaries, wages and benefits paid to, or accrued for the benefit of, any Employee, incentive compensation, vacation pay and other paid leave, severance pay, employer’s contributions under F.I.C.A., unemployment compensation, workmen’s compensation, or other employment taxes, and payments under Employee Benefit Plans.

Consumables: All food and beverages (alcoholic, to the extent transferable under applicable law, and non-alcoholic); engineering, maintenance and housekeeping supplies, including soap, cleaning materials and matches; stationery and printing, china, glassware, linens, silverware, uniforms, and other inventory and supplies of all kinds, in each case whether opened or unopened, partially used, unused, or held in reserve storage for future use in connection with the maintenance and operation of the Hotels, which are on hand on the date hereof, subject to such depletion and restocking as shall occur and be made in the normal course of business but in accordance with present standards for the full operation of the Hotels and at each Hotel’s customary levels of inventories consistent with past practices, excluding, however, (i) all items of personal property owned by Space Lessees, guests, employees, or persons (other than Contributor or any Affiliate of Contributor, unless denominated as an Excluded Asset hereunder) furnishing food or services to the Hotel; and (ii) Software Programs.

Contributing Entities: The entities identified on Schedule 1.01, each of which holds fee simple title to a portion of the Real Property and Hotels identified, each as identified on Schedule 1.01and each of which is an Affiliate of Red Lion.

Contribution Funding: The sum of Forty-Eight Million Seven Hundred Eighty-Seven Thousand Three Hundred and Fifty-Two and 00/100 Dollars ($48,787,352.00) which the Company is to pay or distribute to or on behalf of Red Lion pursuant to Section 3.02.

Customarily Operated (or Customary Operations): The actual full operations of the Hotels at the Hotels’ customary levels, consistent with past practices of Contributor.

Cut-off Time: 12:01 A.M. on the Closing Date for all proration and adjustment items.

Deeds: As defined in Section7.01(a).

Deed of Trust: Any deed of trust, mortgage, security instrument or other agreement constituting a lien any of on the Property.

Disclosure Schedule: A set of the Schedules (as defined below), which set shall be delivered by Contributor to Company simultaneously with the execution of this Agreement.

Documents: All plans, specifications, drawings, blueprints, surveys, environmental reports, soil studies, engineering reports, books and records, and other documents which Contributor or any Affiliate of Contributor has in its possession or control, or has a right to, as the same relate to the Property, including, but not limited to those relating to any prior or ongoing construction or rehabilitation of the Real Property.

Effective Date: Shall mean the day and year first above written in the preamble.

Employee(s): All persons employed by Contributor and/or an Affiliate of Contributor who are performing duties at or on behalf of the Hotels.

Employee Benefit Plans: All employee benefit plans, as that term is defined in Section 3(2)(A)of ERISA, and each other employee benefit plan or program (including all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, supplemental retirement and severance plans to which Contributor or an Affiliate of Contributor contributes or has Contributing on behalf of any of the Employees), excluding all multiemployer benefit plans.

Employment Contract(s): Those contracts and agreements, oral or written, with all or any of the Employees including, but not limited to, individual employment agreements, so-called employee leasing agreements, and union agreements (including, but not limited to, collective bargaining agreements and memorandum or letters of understanding with any union), other than Employee Benefit Plans.

Environmental Laws: Any applicable federal, state, or local law, statute, regulation, rule, ordinance, permit, prohibition, restriction, license, requirement, agreement, consent, or approval, or any determination, directive, judgment, decree or order of any executive, administrative or

judicial authority at any federal, state or local level (whether now existing or subsequently adopted or promulgated) relating to pollution or the protection of the environment, natural resources or public health and safety.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

Escrow: The escrow created under the Escrow Agreement for the purpose of facilitating the transactions contemplated hereby.

Escrow Agent: First American Title Insurance Company.

Excluded Assets: Those assets listed on Schedule 1owned and to be retained by Contributor or Affiliates of Contributor, including: employment manuals, domain names, websites, marks and other intellectual property of Licensor or Red Lion Hotels Corporation; and cash in Contributor’s or the Contributing Entities’ accounts or house banks.

Excluded Permits: Permits and licenses listed on Schedule 2required for the ownership and operation of the Hotels which are Nontransferable Documents in accordance with the terms of this Agreement, including liquor licenses.

Exhibits: The forms of agreements identified as “Exhibits” herein and listed at the end of this Agreement, including the executed versions thereof delivered in connection with Closing.

Excise Taxes: All sales taxes, occupancy taxes, room taxes, gross receipts taxes, business and occupation taxes, lodging taxes, convention and trade center taxes and similar excises imposed on Contributor by any governmental authority upon the sale of rooms, food, beverages and other goods and services in, at or from the Hotels or on the gross revenues of the Hotels.

Financial Statements: The following financial statements of each of the Hotels identified in Schedule 1.02(b): (i) profit and loss statements for the calendar years ending 2011, 2012 and 2013, (ii) the balance sheets for the Property dated December 31, 2013; (iii) monthly profit and loss statements for the calendar year 2013; and, (iv) monthly statements for January through August of 2014.

Fixtures and Tangible Personal Property: All fixtures, furniture, furnishings, fittings, equipment, cars, trucks, machinery, artwork, sculptures and artifacts, computer and related hardware, and related property, apparatus, signage, appliances, draperies, carpeting, and other articles of tangible personal property now located on the Real Property or used or usable in connection with the operations or any part of the Hotels, subject to such depletions, resupplies, substitutions and replacements as shall occur and be made in the normal course of business but in accordance with present standards for the full operation of the Hotels and at the Hotels’ customary levels of inventories consistent with past practices excluding, however:

(i) Consumables; (ii) equipment and property leased pursuant to Hotel Contracts; (iii) property owned by Space Lessees, guests, employees or other persons (other than Contributor or any Affiliate of Contributor, unless denominated as an Excluded Asset hereunder) furnishing goods or services to the Hotels; (iv) Improvements; and (v) property owned by Licensor or Manager and, in either case, denominated as an Excluded Asset.

4

Franchise Agreements: Those certain agreements to be entered into between Red Lion Hotels Franchising, Inc. and the Company for the franchise licensing of the Hotels.

Gap Undertaking: As defined in Section 6.02.

Gift Certificates: Certificates, vouchers, coupons or other writings issued by Contributor or its Affiliates which entitle the bearer or beneficiary thereof to receive (i) room nights, food, beverages, goods or services at the Hotels without charge and/or (ii) a credit to be applied in reduction of charges for such room nights, food, beverages, goods or services.

Guest Ledger Receivables: Guest ledger receivables (including, but not limited to, room charges, food and beverage charges and parking charges), incurred in the ordinary course of business in accordance with the Hotels’ credit policies consistently applied.

Hazardous Material: As defined in Section5.01(m).

Hotels: The Real Property, Fixtures and Tangible Personal Property, Consumables and Miscellaneous Hotel Assets to be Contributed, conveyed, transferred or assigned to the Company in accordance with the terms of this Agreement comprising twelve (12) full service hotels (identified on Schedule 1.01) with associated public facilities, commercial spaces, restaurant(s) and lounge(s), meeting rooms and related facilities, administrative offices, service areas, and other amenities as are currently located therein and currently branded as a Red Lion Hotel, but expressly excluding the Excluded Assets and the Retained Liabilities.

Hotel Contracts: All written service, maintenance, purchase orders, non-software licenses, software licenses (to the extent assignable), leases and other contracts or agreements (including, without limitation, equipment leases capitalized for accounting purposes, software licenses or agreements, on-site and off-site valet and parking agreements, and parking licenses and leases) and any amendments thereto, with respect to the ownership, maintenance, operation, provisioning, or equipping of the Hotels, or any of the Property, as well as written warranties and guaranties relating thereto, if any, including, but not limited to, those relating to computers, IT systems, heating and cooling equipment and/or mechanical equipment, but exclusive, however, of (i) insurance policies, (ii) the Bookings, (iii) the Space Leases (including any guarantees of said Space Leases), (iv) the Employment Contracts, and (v) the Employee Benefit Plans.

Improvements: The buildings, structures (surface and sub-surface) and other improvements, including such fixtures as shall constitute real property, located on the Land.

Land: As to the Hotels, the parcels of real estate described in Exhibit A, and all rights and interests in land and improvements appurtenant thereto, including, without limitation: (i) easements and rights-of-way, (ii) leases, licenses and other privileges, (iii) rights in and to land underlying adjacent highways, streets and other public rights-of-way and rights of access thereto,

(iv) rights in and to strips and gores of land within or adjoining any such parcel, (v) air rights, excess floor area rights and other transferable development rights (“TDRs”) belonging to or useable with respect to any such parcel (including, but not limited to, any TDRs for which the Land and/or Improvements may be eligible under applicable ordinances in the jurisdictions where each of the Hotels are located), (vi) rights to utility connections and hook-ups, (vii) water rights, (viii) riparian rights, and (ix) any other rights, such as easements, which Contributor may

have in or with respect to land adjoining any such parcel (including land which is separated from any such parcel only by public highway, street or other right-of-way).

Legal Requirements: All laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all governments and governmental authorities having jurisdiction over the Hotels, or the operation thereof or the transfers to which this Agreement applies.

Licensor: Red Lion Hotels Franchising, Inc., which is an Affiliate of Contributor.

Liens: Any mortgage, deed of trust or other consensual lien, mechanic’s or any materialman’s lien, judgment lien, lien for delinquent real property taxes or assessments, other tax and statutory lien (other than the lien for non-delinquent real estate taxes and assessments or any lien arising out of any activity of the Company) that secures an obligation of Contributor or the Contributing Entities and affects Contributor’s or the Contributing Entities’ title to any of the Property.

Losses: As defined in Section 14.01.

Management Agreement: Those certain agreements to be entered into between Manager and Affiliates of the Company for management of the Hotels.

Manager: Red Lion Hotels Management, Inc., which is an Affiliate of Contributor.

Marks: Any trademark, trade name, service mark, logo or other proprietary name, mark or design which is owned by Contributor (or licensed to Contributor and assignable in conjunction with a sale of the Hotels) and used exclusively or primarily in connection with the Hotels, together with all the good will associated with the use of such name, mark or design in connection the Hotels, but excluding any service marks or logos owned by Licensor or Red Lion Hotels Corporation.

Material Bookings: All Bookings for meetings and banquet facilities or catering services and, with respect to guest rooms, any contract for seven (7) or more room nights.

Miscellaneous Hotel Assets: All guest-lists, leases, concessions, assignable warranties, URLs, domain names, and Marks and all other items of intangible and intellectual personal property relating to the ownership or operation of Hotels (including all correspondence, hotel guest and mailing lists, guest histories (but only to the extent such guest histories relate to the any of the Property and do not include guest histories for other hotels owned or operated by Contributor or its Affiliates) and other marketing information, reservation lists, keys and lock and safe combinations), but such term shall not include any Excluded Assets.

New York Style Closing: As defined in Section 6.02.

Non Transferrable Document: As defined in Section 13.02.

Obligations: All payments required to be made and all representations, warranties, covenants, agreements and commitments required to be performed under the provisions of this Agreement by Contributor or the Company, as applicable.

Permits: All licenses, franchises and permits, certificates of occupancy, authorizations and approvals used in or relating to the ownership, occupancy or operation of any part of the Hotels, including, without limitation, those necessary for the sale and on-premises consumption of food, liquor and other alcoholic beverages.

Permitted Exceptions: (a) Exceptions reflected in the Title Policy Pro Formas, (b) the Space Leases and (c) any encumbrances, restrictions, exceptions and other matters approved by the Company to which title to the Property may be subject on the Closing Date; provided, however, Permitted Exceptions shall not include any Liens.

Person: Any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, or any other legal entity, and any fiduciary acting in such capacity on behalf of any of the foregoing.

Personal Property: All of the Property other than the Real Property.

Property:    (i) The Real Property; (ii) the Fixtures and Tangible Personal Property;

(iii) the Consumables; (iv) the rights of Contributor under Hotel Contracts and Spaces Leases;

(v)the Bookings; (vi) the Permits (other than Excluded Permits); (vii) the Documents; and (viii) all other Miscellaneous Hotel Assets, provided, however, that Property shall not include the Excluded Assets or the Retained Liabilities.

Real Property: The Land together with the Improvements located on the Land.

Red Lion: Red Lion Hotels Corporation, a Washington corporation.

Retained Liabilities: As defined in Section3.03(b).

Schedules: The items and documents identified as “Schedules” herein.

Contributor: As defined in the preamble.

Contributor’s Accountants: As defined in Section8.05.

Contributor’s Conditions: As defined in Section9.01.

Contributor’s Knowledge and Known to Contributor and like phrases: Any written notice received by any entity comprising Contributor or the current actual knowledge of any one or more of the following: Greg Mount (President and Chief Executive Officer of Red Lion Hotels Corporation), Julie Shiflett (Executive Vice President of Finance of Red Lion Hotels Corporation), Harry G. Sladich ((Executive Vice President, Hotel Operations and Sales), and Thomas McKeirnan (general counsel of Red Lion Hotels Corporation). Contributor represents and warrants that the foregoing-named Persons are those individuals most appropriate to have

the knowledge of the matters to which the representations and warranties being made by Contributor relate.

Shelbourne: As defined in the preamble.

Software Programs: The software programs for the operation of the Hotels and accounting functions for the general ledger, accounts payable, accounts receivable and payroll for the Hotels that are proprietary to Manager and/or Licensor. The Software Programs will not be conveyed to the Company at the Closing.

Space Leases: All leases, licenses, concessions and other occupancy agreements, and any amendments thereto in effect on the date hereof, whether or not of record, for the use or occupancy of any portion of the Real Property excluding, however, Bookings.

Space Lessee: Any person or entity entitled to occupancy of any portion of the Real Property under a Space Lease.

Taxes: All taxes and other governmental charges of any kind whatsoever that may at any time be assessed or levied against or with respect to the Property, or any part thereof or any interest therein, including, without limitation, all general and special real estate taxes and assessments or taxes assessed specifically in whole or in part in substitution of general real estate taxes or assessments; any taxes levied upon or with respect to the revenue, income or profits of Contributor from all or any part of the Property which, if not paid, will become a lien on all or any part of the Property, or a lien or charge on the rents, revenues or receipts therefrom; all Excise Taxes; all assessed ad valorem taxes; all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property and all assessments and other charges made by any governmental agency for improvements that may be secured by a lien on the Property.

Title Company: First American Title Insurance Company.

Title Defect: Any exception to or defect in Contributor’s title to the Property, including (without limitation), any lien, claim, charge, security interest, easement, right of way, covenant, condition, restriction or encumbrance other than a Permitted Exception.

Title Policy: As defined in Section9.02(e).

Title Policy Pro Formas: As defined in Section 9.02(d).

Violation: Any condition with respect to the Property which constitutes a violation of any Legal Requirements.

WARN Act: The Worker Adjustment and Retraining Notification Act of 1988.

Section 1.02 References. Except as otherwise specifically indicated, all references to Section and Subsection numbers refer to Sections and Subsections of this Agreement. References to Exhibits refer to the Exhibits as defined above, and references to Schedules refer to the Schedules as defined above. The words “hereby,” “hereof,” “herein,” “hereto,”

“hereunder,” “hereinafter,” and words of similar import refer to this Agreement as a whole and not to any particular Section or Subsection hereof. The word “hereafter” shall mean after, and the term “heretofore” shall mean before, the date of this Agreement. Captions used herein are for convenience only and shall not be used to construe the meaning of any part of this Agreement. Time shall refer to the time in effect in Washington unless otherwise specified.

ARTICLE II CONVEYANCE OF PROPERTY

Section 2.01 Property to be Conveyed. On the Closing Date, Contributor shall

contribute, convey, transfer, assign and deliver to the subsidiaries of the Company as designated by the Company, and the Company shall cause its subsidiaries as the Company’s designees to acquire and accept, all of Contributor’s right, title and interest in the Property.

ARTICLE III

AGREED VALUE OF PROPERTY

Section 3.01 Agreed Value of Property at Closing. The value (the “Agreed Value”) of the Property is Eighty-Nine Million, Eight Hundred Thirty-Six Thousand Nine Hundred and Thirty-Eight and 00/100 Dollars ($89,836,938). The Agreed Value for the Property held by the Contributing Entities shall be allocated in accordance with the values reasonably attributable to the Land, Improvements, Personal Property and any other components of the Property as set forth on Schedule 3.01. The Agreed Value is allocated among the Property as set forth in Schedule 3.01. Such allocations shall be binding on the Contributor and the Company for all income tax purposes.

Section 3.02 Contribution Funding. Contemporaneously with the Contributor’s contribution of the Property to the Company, the Company shall pay or cause to be paid on behalf of Red Lion the sum of Thirty Million Six Hundred Forty Thousand Seven Hundred Nineteen and 00/100 Dollars ($30,640,719.00) to secure the release of the Wells Fargo mortgages on the Property and (b) distributed to Red Lion the sum of Eighteen Million One Hundred Forty-Six Thousand Six Hundred and Thirty-Four 00/100 Dollars ($18,146,634).

Section 3.03 Assumption of Liabilities; Retained Liabilities.

(a)Except as otherwise provided in Section 3.02(b) below, the Company shall assume at Closing and pay the following obligations (“Assumed Liabilities”):

(i)Contributor’s obligations and liabilities with respect to the Contributing Entities or operation of the Hotels which this Agreement expressly provides are to be assumed by the Company; and (ii) all liabilities relating to the Property or operation of the Hotels that first arise after the Cut-off Time, other than Retained Liabilities, subject to the adjustments and prorations described in ArticleVIIIand the indemnification provisions of this Agreement.

(b)The Company shall have no liability or obligation for the following (“Retained Liabilities”): (i) federal, state and local income, franchise, sales or payroll taxes, Excise Taxes or other Taxes (other than real estate taxes and assessments which shall be prorated as of the Cut-off Time) of Contributor or for which Contributor is liable, including any interest and/or penalties thereon, arising attributable to any period prior to the Cut-off Time; (ii) any unemployment compensation or industrial insurance deposit obligations relating to the Property and Employees (collectively, “Employment Obligations”) that arise prior to the Cut-off Time; (iii) any liability the existence of which would constitute a breach of any of Contributor’s representations or warranties contained in ArticleV; and (iv) all liabilities and obligations relating to the Property or operation of the Hotels that arise from acts or events that occur prior to the Cut-off Time, subject to the adjustments and prorations described in Article VIII for those items which such Article provides are to be adjusted or prorated as provided therein.

ARTICLE IV CONFIDENTIALITY; TITLE

Section 4.01    Confidentiality.

(a)Each party shall ensure that all confidential information which such party or any of its respective officers, directors, employees, attorneys, agents, investment bankers, or accountants may now possess or may hereafter create or obtain relating to the financial condition, results of operations, manner of doing business, customer lists, contract vendees, business, properties, assets, liabilities, or future prospects of the other party, any affiliate of the other party, or any customer or supplier of such other party or any such affiliate shall not be published, disclosed, or made accessible by any of them to any other person or entity at any time or used by any of them, in each case without the prior written consent of the other party; provided, however, that the restrictions of this sentence shall not apply (1) as may otherwise be required or given by law (for example, this sentence shall not apply to any disclosures or notices made after the Effective Date in connection with the Company’s obtaining a new full liquor license or temporary liquor permit); (2) as may be necessary or appropriate in connection with the enforcement of this Agreement; (3) to the extent such information shall have otherwise become publicly available, or (4) as to the Company, to disclosure by or on its behalf to existing or prospective lenders or investors or to others whose consent may be required or desirable in connection with obtaining the financing or consents which are required or desirable to consummate the transactions contemplated herein; provided that such party has been advised to that such information is confidential. Each party shall, and shall cause all of such other persons and entities who received confidential data from it to, either destroy or deliver to the other party all tangible evidence of such confidential information to which the restrictions of the foregoing sentence apply at such time as negotiations with respect to the transactions contemplated herein are terminated. In the event of any breach or intended breach by either party (the “Breaching Party”) of the terms of this Section4.01, the Breaching Party agrees to the entry of an order restraining such Breaching Party from breaching this paragraph and such Breaching Party agrees to promptly reimburse

the other party for its reasonable counsel fees and disbursements in connection with such action or proceeding enforcing this paragraph.

(b)The Company acknowledges that Red Lion Hotels Corporation is a publicly traded company and this Agreement and any Exhibits and Schedules thereto may be disclosed to and filed with the Securities and Exchange Commission or to any other party to the extent required by law as Contributor determines in its reasonable discretion.

ARTICLE V REPRESENTATIONS AND WARRANTIES

Section 5.01    Representations and Warranties of Contributor.    Contributor hereby

represents and warrants the following to the Company:

(a)Due Organization, etc. This Agreement has been duly authorized by all requisite action on the part of Contributor. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, except as otherwise expressly provided herein, do not require the consent or approval of any governmental authority, nor shall such execution and delivery result in a breach or Violation of any Legal Requirement, or constitute a default (or an event which with notice and passage of time or both will constitute a default) under any contract or agreement to which Contributor or an Affiliate is a party or by which it or the Property is bound. This Agreement constitutes the valid and binding obligation of Contributor, enforceable against Contributor in accordance with their respective terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally.

(b)Title to Property. Contributor has good, marketable, fee simple title to the Real Property subject only to the title exceptions specifically listed on the Title Policy Pro Formas or as depicted on current surveys of the Real Property certified by surveyors licensed in the states where the Real Property is located. Contributor has good title to the Personal Property, subject only to the Permitted Exceptions. All items of Personal Property have been fully paid for or will be paid for by Contributor prior to the Closing.

(c)Permits. (i) Schedule 5.01(c)identifies all existing Permits and is complete and correct in all material respects; (ii) such Permits constitute all of the Permits to be currently necessary for the ownership and operation of the Hotels, or any restaurant, bar or other operation connected therewith including but not limited to, the food and beverage licenses and liquor licenses required to sell and serve same at the Hotels; (iii) no material default has occurred in the due observance or condition of any Permit which has not been heretofore corrected, and to Contributor’s Knowledge no default has occurred in the due observance or condition of any such liquor license; (iv) to Contributor’s Knowledge, no Space Lessee has received any notice from any source to the effect that there is lacking any Permit needed in connection with the operation of the Hotels or any restaurant, bar or other operation connected therewith; and (v) all Permits (except those Permits which are designated Excluded Permits in Schedule 2) are

assignable to the subsidiaries or Affiliates operating the Hotels and, as to such Excluded Permits, new permits have been issued to replace the Excluded Permits.

(d)Hotel Contracts. Schedule 5.01(d)lists all of the material Hotel Contracts, as amended from time to time, and the information noted therein is complete and correct in all respects. For purposes of this section, a material Hotel Contract is any contract that is not cancellable on 30 days’ notice or causes a financial commitment in excess of

$25,000 in the aggregate for the term of the Hotel Contract. Any commissions relating to the Hotel Contracts have been paid in full except for such as are specifically identified on Schedule 5.01(d)and attributable to events occurring after Closing. All of the Hotel Contracts have been made either by Contributor or by Manager, as agent for Contributor. All of the Hotel Contracts are in full force and effect. Except as disclosed in Schedule5.01(d), (i) there is no default under any Hotel Contract on the part of Contributor (or Manager) and (ii) to Contributor’s Knowledge, there is no default under any Hotel Contract on the part of the other party thereto. Contributor has provided true and correct copies of all Hotel Contracts to the Company. Except as specifically described in Schedule 5.01(c) or Schedule 5.01(d), neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement require the prior approval or consent of any Person.

(e)Space Leases. There are no Space Leases affecting the Property except as listed on Schedule 5.01(e)and true, correct and complete copies thereof have been provided to Company.

(f)Taxes. (i) all Excise Taxes and other Taxes due and payable in connection with the operation of the Hotels prior to Closing have been (or by Closing will have been) timely paid; and (ii) in connection therewith, Contributor (or its agents or employees on Contributor’s behalf) has filed (or by Closing will have filed) all tax returns and reports required to be filed by it on or prior to the Closing (taking into account applicable extensions of time to file such tax returns and reports) with all taxing authorities requiring the same.

(g)Fixtures, Tangible Personal Property, etc. Each guest room contains a usual and customary set of furniture and furnishings used in the normal ongoing operation of the Hotels. The quantities of Fixtures and Tangible Personal Property and Consumables in the Hotels are sufficient for the proper and efficient operation of the Hotels in accordance with the standards of full operation of the Hotels at the Hotels’ customary levels, consistent with past practices of Contributor.

(h)Financial Statements. Complete copies of the Financial Statements have been provided to the Company. The Financial Statements fairly and accurately present the results of operation of the Hotels for the periods indicated therein, and were prepared in accordance with generally accepted hotel accounting principles applied on a consistent basis.

(i)Material Bookings. A PDF file described on Schedule 5.01(i)was delivered to the Company and identifies all Material Bookings for periods from Closing

until March, 2015, provided, any representation and warranty made by Contributor in this Agreement shall not be deemed to be, in any manner, a guarantee of any Bookings, or of the income potential represented thereby.

(j)Pending Litigation; Legal Requirements; Violations. Except as described in Schedule 5.01(j), there are no actions, suits, or proceedings of any kind (including any investigations).01, pending or (to the Contributor’s knowledge) threatened against Contributor or Manager or affecting any of Contributor’s or Manager’s rights, in each case, with respect to the Property, at law or in equity, or before any federal, state, municipal, or other governmental agency or instrumentality, arbitrator, mediator, or tribunal, which might result in any order, injunction, decree or judgment having a material adverse effect on the Hotels or the Property, nor is Contributor aware of any facts which might result in any action, suit or proceedings. Contributors has operated the Hotels in accordance with all applicable laws. Except as specifically listed in Schedule 5.01(j), Contributor has not received any written notice from any governmental authority having jurisdiction over the Contributor or any of the Property of (1) any pending violation of any applicable law with respect to any of the Property, or (2) any pending violation, suspension, revocation, or non-renewal of any license or permit with respect to any of the Properties.

(k)Employees; Employment Contracts. Except as set forth on Schedule 5.01(k), there are no employees of any of Contributor with regard to any of the Property or any Employment Contracts which affect the Hotels other than letters offering employment in the ordinary course of business.

(l)Utilities. All utility equipment and facilities required for the operation and use of the Hotels are located on the Property at each Hotel and all agreements for providing utilities are with direct providers.

(m)Environmental Matters. Except as set forth in the Phase I and Phase II environmental site assessments listed on Schedule 5.01(m), (i) no Hazardous Materials have been located on the Property or have been released into the environment, or discharged, placed or disposed of at, on or under the Property, except for materials used in connection with the operation of the Hotels which have be stored, used or disposed of in manners and quantities which do not violate any laws or regulations applicable thereto;

(ii)no underground storage tanks have been located on the Property except for a any tanks which have been closed and abandoned in place by Contributor in compliance with all laws and regulations applicable thereto or by a prior owner; (iii) the Property has not been used as a dump for waste material; and (iv) the Property has complied in all material respects with any applicable governmental law, regulation or requirement relating to environmental and occupational health and safety matters and Hazardous Materials. The term “Hazardous Materials” shall mean any material, waste, chemical, compound, substance, asbestos-containing material, toxic mold, mixture, or byproduct that is identified, defined, designated, listed, restricted or otherwise regulated under Environmental Laws as a “hazardous material,” “hazardous waste,” “hazardous substance,” “toxic substance,” “toxic waste,” “carcinogenic,” “mutagenic,” “pollutant,” “contaminant” or any other variant of such terms.

(n)Contributor Not A Foreign Person. Contributor is not a “foreign person” as defined in Section 1445(f)(3) of the Code.

(o)Work in Progress. Except as described in Schedule 5.01(o), no construction, repair, remodeling or renovation work (other than day-to-day repairs and cosmetic refurbishments) is in progress with respect to any of the Property.

(p)No Bankruptcy. No voluntary or involuntary actions are pending against any Contributor under the bankruptcy laws of the United States or any state thereof, and no Contributor has not made any general assignment for the benefit of creditors or permitted the appointment of a receiver of its business or assets.

(q)OFAC. Neither Contributor nor any Person controlling Contributor is (1) identified on the list of “Specially Designated Nationals or Blocked Persons” maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”),

(2) a “Specially Designated National or Blocked Person”, (3) controlled by the government of any country that is subject to an embargo or economic or trade sanctions by the United States government, (4) acting on behalf of a government of any country that is subject to such an embargo, and (5) involved in business arrangements or otherwise engaged in transactions with countries subject to economic or trade sanctions imposed by the United States government. For the purposes of this Agreement, “Specially Designated National Blocked Person” means: (x) a person or entity designated by OFAC from time to time as a “specially designated national or blocked person” or similar status, (y) a person or entity described in Section 1 of U.S. Executive Order 13224, issued on September 23, 2001, or (z) a person or entity otherwise identified by government or legal authority as a person with whom either this firm or the foundation is prohibited from transacting business. A list of such designations and the text of the Executive Order are published under the Internet website address www.ustreas.gov/offices/enforcement/ofac;

(r)ERISA. Contributor is not and is not acting on behalf of an Employee Benefit Plan, that is subject to Title I of ERISA, a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code, or an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 (as modified by Section 3(42) of ERISA) of any such employee benefit plan or plans. None of the Property is plan assets as defined or determined under ERISA.

Except as specifically set forth herein, Contributor has not made and does not make or give any warranties or representations.

Section 5.02    Representations and Warranties of the Company.    The Company hereby represents and warrants the following to Contributor:

(a)Authority. The Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby pursuant to the terms and conditions hereof.

(b)No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, breach, result in a default under, or violate any commitment, document or instrument to which the Company is a party or by which it is bound.

The Company is not relying on any warranty or representation made by any person acting on Contributor’s behalf as to the physical condition, past or future income, expenses or operations of the Hotels or any other matter or thing affecting or relating to the Property, except as disclosed or provided in this Agreement, the Exhibits, the Schedules and the Contributor’s Closing Certificate.

Section 5.03 Restatement and Duration of Representations and Warranties. All representations and warranties contained in Section 5.01 and Section 5.02 shall be deemed restated on (and made as of) the Closing Date and shall survive for the period of one (1) year from the Closing Date.

Section 5.04    As-Is Purchase/Disclaimer of Implied Representations or Warranties.

(a)AS-IS PURCHASE. THE COMPANY ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT, EXCEPT AS EXPRESSLY PROVIDED IN Section 5.01ABOVE OR IN THE EXHIBITS OR THE DISCLOSURE SCHEDULE OR ANY SCHEDULE UPDATE AND WITHOUT AFFECTING ANY OF THE OBLIGATIONS OF CONTRIBUTOR OR THE COMPANY UNDER THIS AGREEMENT: (I) ANY INFORMATION INCLUDING DOCUMENTS AND OTHER INFORMATION PROVIDED, SUPPLIED OR MADE AVAILABLE BY CONTRIBUTOR IS FURNISHED TO THE COMPANY SOLELY AS A COURTESY; (II) THE INFORMATION IS PROVIDED, AND THE PROPERTY IS CONTRIBUTED TO THE COMPANY, ON AN AS-IS- WHERE-IS BASIS AND CONTRIBUTOR MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE PROPERTY; AND (II) NO REPRESENTATIONS, WHETHER WRITTEN OR ORAL, HAVE BEEN MADE BY CONTRIBUTOR, OR ITS AGENTS OR EMPLOYEES IN ORDER TO INDUCE THE COMPANY TO ENTER INTO THIS AGREEMENT.

(b)EXCEPT AS EXPRESSLY PROVIDED IN Section 5.01AND WITHOUT AFFECTING ANY OF THE OBLIGATIONS OF CONTRIBUTOR OR THE COMPANY UNDER THIS AGREEMENT, AS PART OF THE COMPANY’S AGREEMENT TO ACCEPT THE PROPERTY AS-IS-WHERE-IS, AND NOT AS A LIMITATION ON SUCH AGREEMENT, THE COMPANY HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS THE COMPANY MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE PROPERTY AND THE INFORMATION.

(c)RELEASE. WITH THE EXCEPTION OF: (I) CONTRIBUTOR' S DEFAULT, CONTRIBUTOR'S BREACH OF ANY REPRESENTATION OR WARRANTY OF CONTRIBUTOR, OR CONTRIBUTOR'S COVENANTS OR INDEMNIFICATION OBLIGATION SPECIFICALLY SET FORTH IN THIS AGREEMENT, OR (II) ANY CLAIMS ARISING OUT OF CONTRIBUTOR'S FRAUD, THE COMPANY, FOR ITSELF AND ITS AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, HEREBY RELEASES AND FOREVER DISCHARGES CONTRIBUTOR FROM AND AGAINST ANY AND ALL COST, LIABILITY OR DEMAND ARISING OUT OF OR RELATED TO THE PROPERTY WHICH THE COMPANY HAS AT CLOSING OR MAY HAVE IN THE FUTURE.

THE COMPANY HEREBY SPECIFICALLY ACKNOWLEDGES THAT THE COMPANY HAS CAREFULLY REVIEWED TIDS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF TIDS SUBSECTION ARE A MATERIAL PART OF THE AGREEMENT AND OF THE CONSIDERATION GIVEN TO CONTRIBUTOR UNDER THE AGREEMENT.

Company's Initials: _________

ARTICLE VI CLOSING MATTERS

Section 6.01 Closing. The closing of the transaction contemplated hereby (the "Closing") shall take place through the parties' authorized release of the escrow established with the Title Company not later than 5:00 PM, Seattle, Washington time on January 15, 2015 the "Closing Date").

Section 6.02 New York Style Closing. This transaction shall be closed by means of a so-called "New York Style Closing," with the concurrent delivery of the documents of title, and the delivery of the Title Policies; provided, however, such closing shall not be a so-called "Table Closing", and the closing shall occur through the Escrow. The Contributor shall provide and shall pay one hundred percent (100%) of the cost of any undertaking and/or indemnity (the "Gap Undertaking") to the Title Company necessary for the New York Style Closing to occur.

ARTICLE VII CLOSING DELIVERIES

Section 7.01 Contributor' s Deliveries. At Closing, Contributor shall deliver, or cause

to be delivered to the Company (which shall mean, for purposes of this Section any permitted assignee of the Company to which the Company has assigned this Agreement prior to Closing), the following, each of which shall be in form and substance acceptable to the Company and, in the case of documents of transfer or conveyance, shall be accepted or consented to by all parties

16

required to make such transfer or conveyance effective, each executed by Contributor except as otherwise specified below:

(a)a recordable deed for each of the Hotels substantially in the form that is attached as Exhibit B, modified to conform to the legal requirements for conveyances in the state where each Hotel is located, from Contributor to the Company, or its assignee, subject only to the Permitted Exceptions (the “Deeds”);

(b)a Bill of Transfer for each of the Hotels substantially in the form attached hereto as Exhibit Ctransferring to the Company all of Contributor’s right, title and interest in and to each and every item of Fixtures and Tangible Personal Property, Documents, and Consumables to be transferred hereunder (each, a “Bill of Transfer”, and collectively, the “Bills of Transfer”);

(c)an Assignment and Assumption Agreement for each of the Hotels substantially in the form attached hereto as Exhibit Dconveying and transferring to the Company all of Contributor’s right, title and interest in, to and under all of the Bookings, the Hotel Contracts disclosed on Schedule 5.01(d), the Space Leases disclosed on Schedule 5.01(e)(including any guarantees under the Space Leases), Permits (other than Excluded Permits) and all other Miscellaneous Hotel Assets with (i) the agreement of Contributor to indemnify, protect, defend and hold the Company harmless from and against any and all claims, damages, losses, suits, proceedings, costs and expenses (including, but not limited to, reasonable attorney’s fees) arising in connection with the operation of the Property during the period of time prior to the Closing and (ii) the corresponding agreement of the Company to indemnify Contributor for claims arising in connection with the foregoing and relating to the period of time after the Closing other than with respect to any claims for any Retained Liabilities (the “Assignment and Assumption Agreements”);

(d)Certifications of Non-Foreign Status in the form attached hereto as Exhibit Efor each of the Contributing Entities;

(e)notices to third parties to Hotel Contracts of the change in ownership of the Hotel and such estoppels and subordination agreements required by the Company in connection with the Closing;

(f)If required by the Title Company, such documents, if any, as may be reasonably required by the Title Company, on forms customarily used by the Title Company in order to issue the Title Policies subject only to the Permitted Exceptions in accordance with the requirements for the New York Style Closing as described in Section

6.02(including without limitation a so called “Gap Indemnity” as may be reasonably required by the Title Company, on forms customarily used by the Title Company);

(g)Evidence of the existence, organization and authority of the Contributing Entities and the Contributor and of the authority of the persons executing documents on behalf of the Contributing Entities and the Contributor reasonably satisfactory to the Title Company and the Company;

(h)payoff letters from the holders of any secured obligations of Contributor together with cancellations or terminations of any and all deeds of trust, mortgages, or other security instruments creating or evidencing a monetary lien or security interest in the Property;

(i)documents executed by Manager and Licensor confirming that the existing Hotel management agreements and existing Hotel franchise agreements will terminate effective as of Closing;

(j) the Contributor’s Closing Certificate;

(k) the Closing Statement; and

(l)such additional deliveries as may be required by this Agreement or any Exhibit attached hereto.

Section 7.02 The Company’s Deliveries. At Closing, the Company shall deliver, or cause to be delivered to Contributor, the following, each of which shall be in form and substance acceptable to counsel for Contributor and, in the case of documents of transfer or conveyance, shall be accepted or consented to by all parties required to make such transfer or conveyance effective, each executed by the Company except as specified below:

(a)the Closing Statement;

(b) the Assignment and Assumption Agreements;

(c) a duly executed Management Agreement for each of the Hotels;

(d) a duly executed Franchise License Agreement for each of the Hotels; and

(e)such additional deliveries as may be required by this Agreement or any Exhibit attached hereto.

Section 7.03    Reserved.

Section 7.04 Further Assurances. Contributor and the Company will, at the Closing, or at any time or from time to time thereafter, upon request of either party, execute such additional instruments, documents or certificates as either party deems reasonably necessary in order to convey, assign and transfer the Property to the Company hereunder.

Section 7.05 Possession. Exclusive possession of the Property shall be delivered to the Company at Closing subject only to any Space Leases.

ARTICLE VIII

ADJUSTMENTS AND PRORATIONS-CLOSING STATEMENTS

Section 8.01 Adjustments and Prorations. All revenues and expenses for the Hotels shall be allocated between Contributor and the Company as provided herein, effective as of the Cut-off Time. Except as expressly provided herein, Contributor shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to but not including the Cut-off Time, and the Company shall be entitled to all revenue and be responsible for all expenses for the period of time from, after and including the Cut-off Time. Without limiting the foregoing, the following matters and items shall be apportioned between the parties hereto or, where appropriate, credited in total to a particular party, as of the Cut-off Time as provided below representatives from the Company and the Contributor shall establish the Closing Statement (which the Company and the Contributor shall reconcile, as necessary, within sixty (60) days after Closing) in accordance with the following:

(a)Guest Ledger Receivables. Contributor shall be entitled to recovery of Guest Ledger Receivables in accordance with Section 8.02 provided that Contributor and the Company shall each receive a credit equal to one-half (50%) of the amount of Guest Ledger Receivables for the full room night during which the Cut-off Time occurs. All restaurant and bar facilities will be closed as of the Cut-off Time and Contributor shall receive all of the cash income from the same until the Cut-off Time.

(b)Taxes and Assessments. All ad valorem taxes, special or general assessments, personal property taxes, water and sewer rents, rates and charges, vault charges, canopy permit fees, street use permit fees and other municipal permit fees shall be apportioned between the parties. If the amount of any such item is not ascertainable on the Closing Date, the credit therefor shall be based on one hundred percent (100%) of the most recent available bill and shall be reprorated within fifteen (15) days of receipt of the final tax bill.

(c)Utility Contracts. Telephone contracts and contracts for the supply of heat, steam, electric power, gas, lighting, wireless internet access and any other utility service shall be apportioned between the parties, with Contributor receiving a credit for each deposit, if any, made by Contributor as security under any such public service contracts if the same is transferable and provided such deposit remains on deposit for the benefit of the Company. Where possible, cut-off readings will be secured for all utilities on the Closing Date.

(d)Hotel Contracts and Space Leases. Any amounts prepaid or payable under any Hotel Contracts and Space Leases shall be apportioned between the parties; provided, only the rental income and related landlord expenses for the Space Leases shall be prorated with the Company receiving a credit for any advance rents allocable to the period after the Cut-off Time and received by Contributor, and no past due rent under the Space Leases shall be apportioned. Any percentage rentals under Space Leases shall be prorated on the basis of the ratio of the number of days expired before Closing to the number of days after Closing, for the current percentage rent period of the Space Lease.

The Company shall receive a credit for all security deposits held by Contributor and all obligations with respect to such security deposits shall be assumed by the Company. Any amounts received by the Company after Closing as rents under the Space Leases shall be applied first to rent accruing after Closing and then to rents that may have been unpaid prior to Closing.

(e)License Fees. Fees paid for Permits (other than Excluded Permits) shall be apportioned between the parties to the extent such Permits are assignable.

(f)Advance Payments. Advance payments, if any, under Bookings for Hotel facilities shall be prorated as of the Closing Date; provided that the Company shall receive a credit for any advance deposits for Bookings received by Contributor for future room reservations occurring after the Cut-off Time or future contracts or group sales agreements.

(g)Compensation of Employees. Contributor shall be responsible for, and shall pay when due, all Compensation of Employees until the Cut-off Time. The Company shall be responsible for, and shall pay when due, all Compensation of Employees after the Cut-off Time. Accrued but unpaid Compensation due Employees from Contributor shall be assumed by the Company and the Company shall receive a credit therefor.

(h)Commissions. Prepaid expenses for all commissions to credit and referral organizations to the extent payable under any Hotel Contract assumed by the Company shall be prorated as of the Closing Date.

(i)Other Adjustments and Prepaids. Such other items as are provided for in this Agreement or as are normally prorated, credited or adjusted in the sale of a hotel, including, without limitation, all petty cash funds and cash in house banks, and all deposits and prepaid items shall be prorated in accordance and as of the Cut-off Time and consistent with customary practice in the hospitality industry.

Section 8.02 Payment. The credits in favor or against the Contributor and the Company shall as set forth on Schedule 8.02.

Section 8.03 Accounts Receivable. Contributor shall retain the Accounts Receivable as Excluded Assets and the Company shall permit the Manager after collecting all receivables that are attributable to the period after Closing to collect the Accounts Receivable on behalf of Contributor.

Section 8.04 Accounts Payable. Subject to Section 8.01(d), the Company shall assume all trade accounts payable of Contributor under the Hotel Contracts assumed by the Company, other than with respect to any Excluded Assets or Retained Liabilities, but only to the extent such accounts payable attributable to the post-Closing operation of the Hotels are identified in the Closing Statement.

Section 8.05 Closing Statements.

(a)Closing Statement. Contributor has caused its accounting staff (“Contributor’s Accountants”) to make such inventories and examinations of the Hotels, and of the books and records of the Hotels, as Contributor’s Accountants have deemed necessary to make the adjustments and prorations required under this ArticleVIII, or under any other provisions of this Agreement. Based upon such inventories and examinations, Contributor’s Accountants, in consultation with the Company, have prepared and delivered Contributor’s best estimate, in consultation with the Company, of the amounts of the items requiring the prorations and adjustments in this Agreement. The amounts of such prorations and adjustments are the basis for and shall be the closing statement (the “Closing Statement”). A copy of Closing Statement is attached hereto as Schedule 8.05(a).

(b)Disputes. The Company shall evaluate the Closing Statement. In the event the representatives of Contributor and the Company are unable to reach agreement with respect to preparation of the Closing Statement then, the parties shall submit their dispute to a mutually selected firm of independent certified public accountants of recognized standing in the hotel industry (the “Accountants”), and the determination of such firm shall be made conclusive on both parties hereto within sixty (60) days from the Closing Date.

(c)Period for Recalculation. Notwithstanding the foregoing, if at any time within one hundred twenty (120) days following the Closing Date, either party discovers any error or any items which should have been included in the Closing Statement but were omitted therefrom, then such errors shall be corrected and/or such omitted items shall be adjusted in the same manner as if they had been correctly adjusted or their existence had been known at the time of the preparation of the Closing Statement.

ARTICLE IX CONDITIONS TO OBLIGATIONS

Section 9.01    Conditions to Contributor’s Obligations. The obligation of Contributor

to close the transaction and deliver the documents and instruments required hereunder shall be subject to satisfaction in full of the following conditions (“Contributor’s Conditions”) on or before the Closing Date:

(a)The Company shall have performed on or before the Closing Date the obligations required to be performed by it on or before the Closing Date.

(b)The Company shall have completed all the deliveries and actions required to be made by the Company under Section 7.02 and elsewhere in this Agreement.

(c)There shall be no material breach of any of the Company’s representations, warranties and covenants set forth in this Agreement.

(d)There shall not then be any pending or, to the knowledge of either the Company or Contributor, threatened litigation against the Company which, if determined adversely, would restrain the consummation of any of the transactions referred to herein,

or declare illegal, invalid or nonbinding any of the covenants or obligations of the Company herein.

Contributor’s Conditions are solely for the benefit of Contributor and may be waived only by Contributor. Any such waiver or waivers shall be in writing and shall be delivered to the Company. If any of Contributor’s Conditions is not satisfied or has not been so waived by notice to the Company prior to the Closing Date, Contributor shall give written notice to the Company describing the condition or conditions that have not been satisfied or waived and either Contributor or the Company by notice to the other party shall be entitled to postpone the Closing Date by up to thirty (30) days in the aggregate for the purpose of attempting to satisfy such condition or conditions by delivering written notice on or before the then scheduled Closing Date. Nothing contained in this Agreement shall require the Company or Contributor to r to bring any suit or other proceeding or, except as otherwise expressly required by this Agreement, to pay any substantial sum, to satisfy any conditions to Closing.

Section 9.02 Conditions to the Company’s Obligations. The obligation of the Company to accept the Property and credit other sums provided for herein and to close the transactions contemplated hereby is subject to satisfaction in full of each of the following conditions (“Company’s Conditions”) on or before the Closing Date:

(a)The representations, warranties and agreements of Contributor contained in Section 5.01 shall be true and accurate in all material respects on the Closing Date, as if made on such date.

(b)Contributor shall have performed on or before the Closing Date the obligations required to be performed by it on or before the Closing Date.

(c)Except for liquor licenses for the Hotels, Contributor shall have transferred all of the transferable Permits and in the event any Permits are a Nontransferable Document or Excluded Assets and used in connection with the operation of the Hotels, Contributor shall have acquired replacement permits for such Permits.

(d)Contributor shall have completed all the deliveries and actions required to be made by Contributor under Section 7.01and elsewhere in this Agreement.

(e)Title Company shall have issued to the Company extended coverage owner’s policies of title insurance for each Hotel with a coverage amount equal, in the aggregate, to the Agreed Value in the form of the Title Policy Pro Formas (the ”Title Policy Pro Formas” and as attached on Schedule 9.02(d) (including all endorsements) and with no additional exclusions or exceptions in addition to those set forth in the Title Policy Pro Formas (the “Title Policies”)).

(f)There shall not then be any pending or, to the knowledge of either the Company or Contributor, threatened litigation against Contributor which, if determined adversely, would restrain the consummation of any of the transactions referred to herein, or declare illegal, invalid or nonbinding any of the covenants or obligations of the Contributor herein.

Company’s Conditions are solely for the benefit of the Company (and its subsidiaries) and may be waived only by the Company. Any such waiver or waivers shall be in writing and shall be delivered to Contributor. If any of Company’s Conditions is not satisfied or has not been so waived by the Company prior to the Closing Date, the Company shall give written notice to Contributor describing the condition which has not been satisfied or waived and either the Company or Contributor by notice to the other party shall be entitled to postpone the Closing Date by up to thirty (30) days in the aggregate for the purpose of attempting to obtain satisfaction of such condition or conditions by delivering written notice on or before the then scheduled Closing Date. Nothing contained in this Agreement shall require the Company or Contributor to bring any suit or other proceedings or, except as otherwise expressly required by this Agreement, to pay any substantial sum to satisfy any of the Company’s conditions.

ARTICLE X RESERVED

ARTICLE XI RESERVED

ARTICLE XII RESERVED

ARTICLE XIII

COVENANTS AND ACKNOWLEDGEMENTS

Section 13.01 Employees. The Company and Contributor agree that the Company or the Company’s Hotel manager or an affiliate of the Company or such manager will offer employment to a sufficient number of the Employees to commence immediately following Closing, and on substantially the same terms and conditions of their employment prior to the Closing Date, so as to avoid the worker notification requirements of the WARN Act. Contributor represents and warrants to the Company that no notices will be required by the WARN Act.

Section 13.02 Permits and Hotel Contracts. In addition, if specifically described in Schedule 5.01(c) and 5.01(d) certain of the Permits and Hotel Contracts may not, by their terms, be freely transferred or assigned to the Company by Contributor without the consent of a third party or only upon payment of certain penalties, fees, charges or costs (any such Permit or Hotel Contract referred to as a “Nontransferable Document”). After the Closing Date, Contributor shall indemnify the Company from losses resulting from Nontransferable Documents, except

(provided there has been an arrangement implemented that will allow for continued liquor sales at the Hotels after Closing and pending replacement liquor licenses being issued and there is full cooperation by the Contributor and the Company with the application for replacement liquor licenses) for losses resulting from the nontransferability of any liquor license.

Section 13.03 Bulk Sales. The Company hereby waives compliance or its equivalent by the Contributor with the requirements, if any, of Article 6 of the Uniform Commercial Code as in force in any state in which the Hotels are located and all other similar laws applicable to bulk sales and transfers; and further, the Buyer hereby waives compliance with any “bulk sales” or comparable requirement of the governmental agencies or authorities providing for the notification in advance of the date of Closing, of the proposed assignment and transfer of the Property by Contributor to Buyer, and waives any requirement that Contributor or its Affiliates obtain and deliver to Buyer a clearance certificate evidencing the payment by Contributor or its Affiliates certain taxes, assessments and contributions to any state or other jurisdiction; provided, however, that, notwithstanding anything to the contrary in this Section 13.02, Contributor shall indemnify, defend and hold the Company harmless from and against any claims or Losses arising as a result of any of the foregoing waivers.

Section 13.04 Hart-Scott-Rodino. Contributor and the Company agree that The Hart- Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. §18(a) et. seq., as amended does not apply to the sale and transactions contemplated in this Agreement.

Section 13.05 Management/Franchise Agreements. Contributor shall cause any existing management or franchise agreements relating to the Hotels to be terminated on or before Closing and Contributor shall indemnify, defend and hold harmless the Company from and against any and all claims or Losses arising from such management and franchise agreements, if any.

ARTICLE XIV INDEMNIFICATION

Section 14.01 Contributor’s Indemnification. Contributor hereby agrees to indemnify,

hold harmless and defend the Company and its subsidiaries from and against any and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs (collectively, “Losses”), incurred by the Company or any of its subsidiaries by reason of (a) Contributor’s breach of any representations or warranties of Contributor contained in this Agreement (“Contributor Rep Breaches”), (b) Contributor’s breach of any covenants of Contributor contained in this Agreement which survive the Closing, including (without limitation) Contributor’s failure to duly (A) perform and discharge Retained Liabilities, (B) perform the obligations of Contributor under the Assignment and Assumption Agreements or any other document delivered by Contributor at Closing in accordance with Section 7.01, or (C) pay any costs, expenses or taxes that are the Contributor’s responsibility under Section16.01(a).

Section 14.02 Intentionally Omitted.

Section 14.03 The Company’s Indemnification. The Company hereby agrees to indemnify, hold harmless and defend Contributor from and against any and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs incurred by Contributor by reason of (a) the Company’s breach of any representations or warranties of the Company contained in this Agreement (“Company Rep Breaches”); (b) the Company’s breach of any covenants of the Company contained in this Agreement which survive the Closing including (without limitation), the Company’s failure to (A) perform and discharge the Assumed Liabilities, (B) perform the obligations of the Company under the Assignment and Assumption Agreements or any other document delivered by the Company at Closing in accordance with Section 7.02, and (C) the Company’s failure to pay any costs, expenses or taxes that are the Company’s responsibility under Section 16.01(a). The foregoing Company indemnities with respect to the Company’s representations and warranties shall terminate and be of no force and effect one (1) year after the Closing Date, except with respect to any Company Rep Breaches indemnity claims delivered to the Company prior to the date one (1) year after the Closing Date; and the foregoing Company indemnities shall terminate and be of no force and effect two (2) years after the Closing Date with respect to claims based on the Company’s failure to comply with a covenant in this Agreement which survives the Closing or based on the Company’s failure to duly pay any costs, expenses or taxes that are the Company’s responsibility under Section16.01(a).

Section 14.04 Third Party Claims. If a claim by a third party is made against either of the indemnified parties, and if either of the indemnified parties intends to seek indemnity with respect thereto under this Article XIV, such indemnified party shall promptly notify the Company or Contributor, as the case may be, of such claim. The indemnifying party shall have thirty (30) days after receipt of the above-mentioned notice to undertake, conduct and control, through counsel of its own choosing (subject to the consent of the indemnified party, such consent not to be unreasonably withheld or delayed) and at its expense, the settlement or defense therefor, and the indemnified party shall cooperate with it in connection therewith; provided that:

(a) the indemnifying party shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of any indemnified party; (b) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party; and (c) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expenses incurred by the indemnified party within the limits of this Article XIV. So long as the indemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall not pay or settle any such claim. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle any such claim, provided that in such event they shall waive any right to indemnity hereunder by the indemnifying party. If the indemnifying party does not notify the indemnified party within thirty days after receipt of the indemnified party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified party shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the indemnifying party.

ARTICLE XV NOTICES

Section 15.01 Notices. Except as otherwise provided in this Agreement, all notices,

demands, requests, consents, approvals and other communications (herein collectively called “Notices”) required or permitted to be given hereunder, or which are to be given with respect to this Agreement, shall be in writing and shall be personally delivered or sent by overnight express courier, prepaid for next business day delivery, or by electronic facsimile transmission (“Fax”) addressed to the party to be so notified as follows:

If intended for Contributor, to:    Red Lion Hotels Corporation

W. 201 North River Drive Spokane, WA 99201 Fax: 509-325-7325

Attention: General Counsel

copies to: Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200

Seattle, WA 98101-3045

Fax: (206) 757-7077

Attention: Matt LeMaster

If intended for the Company, to:    RL Venture Holding LLC

W. 201 North River Drive Spokane, WA 99201 Fax: 509-325-7325

Attention: General Counsel

copies to: Shelbourne Falcon RLH Investors, LLC c/o Shelbourne Capital, LLC

Suite 300

595 East Lancaster Avenue Radnor PA 19087

Fax: (610) 964-7609

Attention: Joseph L. Fox

Duane Morris LLP 30 S. 17th Street

Philadelphia, PA 19103-4196

Fax: (215) 689-2481

Attention: David I. Haas

Notice mailed by regular, registered or certified mail shall not be permitted. Notice personally delivered shall be deemed received when delivered. Notice sent by overnight express courier for next business day delivery shall be deemed received by the addressee the next

business day after mailing thereof upon proof of delivery by the overnight express courier. Notice by Fax transmission shall be deemed received on the day of transmission if transmission is completed before 5:30 pm recipient’s local time on a business day, and otherwise on the business day following the day of transmission; provided, however, that delivery by Fax shall be effective only if the Fax transmission is confirmed within one business day by duplicate notice delivered as otherwise provided herein. Time of completion of Fax transmission shall be established by a transmission confirmation log sheet generated by the sending machine. Either party may at any time change the address for notice to such party by delivering a Notice as aforesaid. Counsel may give any notices on behalf of its client.

ARTICLE XVI ADDITIONAL COVENANTS

Section 16.01 Additional Covenants. In addition, the parties agree as follows:

(a)Expenses. Contributor shall be responsible for the premium for the standard Title Policies without endorsements. The Company shall pay the additional premiums for extended coverage and any endorsements. The Company shall pay for the surveys related to this transaction. The fees and expenses of Contributor’s designated representatives, accountants and attorneys shall be borne by Contributor, and the fees and expenses of the Company’s designated representatives, accountants and attorneys shall be borne by the Company. The parties shall split any escrow fees evenly. This Section16.01(a) shall survive Closing.

(b)Brokerage. Contributor and the Company each hereby represent and warrant to the other that neither has dealt with any broker or finder in connection with the transaction contemplated hereby. Each of Contributor and the Company hereby agrees to indemnify, defend and hold the other harmless against and from any and all manner of claims, liabilities, loss, damage, attorneys’ fees and expenses, incurred by either party and arising out of, or resulting from, any claim by any broker or finder in contravention of its representation and warranty herein contained.

(c)Guest Baggage. All baggage of guests who are still in the Hotels on the Closing Date, which has been checked with or left in the care of Contributor shall be inventoried, sealed, and tagged jointly by Contributor and the Company on the Closing Date. The Company hereby indemnifies Contributor against any claims, losses or liabilities in connection with such baggage arising out of the acts of omissions of the Company after the Closing Date. Contributor hereby indemnifies the Company against any claim, losses or liabilities with respect to such baggage arising out of the acts or omissions of Contributor on or prior to the Closing Date.

(d)Tax Appeal Proceedings. Contributor shall be entitled to receive and retain the proceeds from any tax appeals or protests for tax fiscal years prior to the tax fiscal year in which the Closing Date occurs. In the event an application to reduce real estate taxes is filed for the period during which Contributor was the owner of the Real Property and such application results in a reduction of taxes, Contributor shall be entitled

to a the reduction that is attributable to taxes for the period prior the Closing Date and there shall be reproration of real estate taxes upon receipt of and based upon the reduction. The Company shall pay its pro rata share of the reasonable attorneys’ fees directly related to the reduction as and when due. Contributor shall continue to process any pending appeals or protests with respect to the tax fiscal year in which the Closing Date occurs, and the net proceeds from any such proceedings, after payment of reasonable attorneys’ fees, will be prorated between the parties, when received, as of the Closing Date.

(e)Access to Records After Closing. Contributor agrees to preserve at Contributor’s business office until the sixth (6th) anniversary of the Closing all records pertaining to the operation of the Hotels in Contributor’s or Manager’s possession which were not transferred to the Company hereunder and relating to the Property or to the transactions contemplated herein. Similarly, the Company agrees to preserve at each respective Hotel all employment records and sales records related to that Hotel transferred by Contributor and all records which may be relevant to or required to be produced in connection with Contributor’s tax reporting obligations until the sixth (6th) anniversary of the Closing. Where there is a legitimate purpose not injurious to the other party or if there is a tax audit, other governmental inquiry, or litigation or prospective litigation to which Contributor or the Company is, or may become, a party, making necessary Contributor’s access to such records of the Company or making necessary the Company’s access to such records of Contributor, each party, as the case may be, will allow representatives of the other party access to such records during regular business hours at such party’s place of business for the sole purpose of obtaining information for use as aforesaid. Each of Contributor and the Company agrees to indemnify, hold harmless and defend the other at all times from and after the date of this Agreement, from and against any and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs, incurred by the other by reason of Contributor’s or the Company’s failure to provide the other with access to the records described above.

(f)Company’s Investigation and Inspections. Any investigation or inspection conducted by the Company, or any agent or representative of the Company, pursuant to this Agreement, in order to verify independently Contributor’s satisfaction of any conditions precedent to the Company’s Obligations hereunder or to determine whether Contributor’s warranties are true and accurate, shall not affect (or constitute a waiver by the Company of) any of Contributor’s Obligations hereunder or the Company’s reliance thereon.

(g)Construction. This Agreement shall not be construed more strictly against one party than against the other, merely by virtue of the fact that it may have been prepared primarily by counsel for one of the parties, it being recognized that both the Company and Contributor have Contributing substantially and materially to the preparation of this Agreement. As used in this Agreement, (i) each term defined in this Agreement has the meaning assigned to it, (ii) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with U.S. Treasury Regulations, (iii) as the context may require, words in the singular include the

plural and words in the plural include the singular, (iv) as the context may require, words in the masculine or neuter gender include the masculine, feminine and neuter genders,

(v) except as the context may require, all references to Schedules or Exhibits refer to Schedules or Exhibits delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vi) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vii) all references to “$” or “dollars” refer to U.S. dollars legal currency, (viii) any amount to be paid in “$” or “dollars” shall be paid in U.S. dollars, (ix) “including” means “including without limitation”, and (x) the terms “herein”, “hereunder”, “hereby”, “hereto” and terms of similar import refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or subparagraph.

(h)Public Statement. Neither Contributor nor the Company shall make any press release or public statement or announcement concerning this Agreement or the transactions contemplated herein, without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

(i)Exclusivity. Contributor shall deal exclusively with the Company with respect to the sale of the Property, Contributor shall not enter into an agreement to sell the Property to any party other than the Company and its subsidiaries as the Company’s designees and Contributor shall not make any offer to sell or accept any offer to purchase the Property.

ARTICLE XVII MISCELLANEOUS

Section 17.01 Successors and Assigns. This Agreement shall be binding upon the heirs,

executors, administrators, and successors and assigns of Contributor and the Company; provided, however, the Company shall not assign the Company’s rights and obligations hereunder to any party without the prior written consent of Contributor, which consent may be withheld by Contributor in its sole discretion. Any such assignment in violation of this provision shall be void. If Contributor consents to an assignment, the assignment will not be effective against Contributor until the Company delivers to Contributor a fully executed copy of the assignment instrument, which instrument must be reasonably satisfactory to Contributor in both form and substance and pursuant to which the assignee assumes and agrees to perform for the benefit of Contributor the obligations of the Company under this Agreement, and pursuant to which the assignee makes the warranties and representations required of the Company under this Agreement; provided, however, that no such assignment shall relieve the assignor from primary liability for its obligations under this Agreement. Notwithstanding the foregoing, Contributor hereby acknowledges and agrees that (i) the Company is designating its subsidiaries to acquire the Property from Contributor and (ii) all of the rights of the Company under this Agreement shall inure to the subsidiaries who are designated by the Company to receive Contributor’s right, title and interest in the Property. In connection with Contributor assigning member interests in the Company, Contributor shall have the right to provide that the rights of the Company with regard to the Contributor’s representations, warranties and covenants in this Agreement shall also run in favor of an assignee of all or portion of the member interests of the Contributor in the Company.

Section 17.02 Entire Agreement. This Agreement and the Escrow Agreement contain all of the covenants, conditions and agreements between the parties and shall supersede all prior correspondence, agreements and understandings, both oral and written.

Section 17.03 Attorney’s Fees. Should either party employ attorneys to enforce any of the provisions hereof or to protect its interest in any manner arising under this Agreement, or to recover damages for breach of this Agreement, or to enforce any judgment relating to this Agreement and the transaction contemplated hereby, the prevailing party shall be entitled to reasonable attorneys’ fees and court costs.

Section 17.04 Governing Law. This Agreement shall be governed in all respects by and construed in accordance with the laws of the State of Washington.

Section 17.05 Further Assurances. Contributor or the Company shall promptly perform, execute and deliver or cause to be performed, executed and/or delivered at or after Closing any and all acts, deeds and assurances as either party or the Escrow Agent may reasonably require in order to carry out the intent and purpose of this Agreement.

Section 17.06 Amendment. This Agreement cannot be changed, amended, supplemented or terminated orally.

Section 17.07 Counterparts. This Agreement may be executed in one (1) or more counterparts, and all the counterparts shall constitute but one and the same agreement, notwithstanding that all parties hereto are not signatory to the same or original counterpart. This Agreement may be executed and delivered by telecopy, pdf or similar electronic transmittal which shall be deemed an original if sent in accordance with the terms of Section 15.01 regarding Notices.

Section 17.08 Nonwaiver. Unless otherwise expressly provided herein, no waiver by Contributor or the Company of any provision hereof shall be deemed to have been made if such waiver is made orally. No delay or omission in the exercise of any right or remedy accruing to Contributor or the Company upon any breach under this Agreement shall impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by Contributor or the Company of any breach of any term, covenant or condition herein stated shall not be deemed to be a waiver of any other term, covenant or condition. All rights or remedies afforded to Contributor or the Company hereunder or by law shall be cumulative and not alternative, and the exercise of one right or remedy shall not bar other rights or remedies allowed herein or by law.

Section 17.09 Captions. Paragraph titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement.

Section 17.10 Exhibits and Schedules. All Exhibits attached hereto, and the Disclosure Schedule and any Schedule Update, shall be incorporated herein by reference as if set out herein in full.

Section 17.11 Survival. To the extent required for its proper effect and subject to ArticleXIV, each provision of this Agreement shall survive Closing, regardless of whether this Agreement specifically provides for its survival, and shall not be deemed merged into the Deeds or any other documents delivered at Closing.

[Remainder of Page Intentionally Left Blank; Signature Page Follows.]

IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed, all as of the day and year first above written.

CONTRIBUTOR:

RED LION HOTELS CORPORATION,

a Washington corporation

By: /s/ Thomas L. McKeirnan

Name: Thomas L. McKeirnan

Title: Executive Vice President

COMPANY:

RL VENTURE HOLDING, LLC,

a Delaware limited liability company

By: /s/ Thomas L. McKeirnan

Name: Thomas L. McKeirnan

Title: Executive Vice President

[Signature Page to Asset Contribution Agreement]

Schedule 1.01    Contributing Entities, Location and Hotels Schedule 2    Excluded Permits

Schedule 3.01    Purchase Price Allocation Schedule 5.01(c)    Existing Permits Schedule 5.01(d)    Hotel Contracts

Schedule 5.01(e)    Space Leases Schedule 5.01(i)    Material Bookings Schedule 5.01(j)    Pending Litigation Schedule 5.01(k)    Employment Contracts

Schedule 5.01(m)    Environmental Reports Schedule 5.01(o)    Work in Progress Schedule 8.02    Proration Credits Schedule 8.05(a)    Closing Statement Schedule 9.02(e)    Proforma Title Policies

Schedule 1.01    Contributing Entities, Locations and Hotels Schedule 2    Excluded Permits

Schedule 3.01    Purchase Price Allocation Schedule 5.01(c)    Existing Permits Schedule 5.01(d)    Hotel Contracts

Schedule 5.01(e)    Space Leases Schedule 5.01(i)    Material Bookings Schedule 5.01(j)    Pending Litigation Schedule 5.01(k)    Employment Contracts

Schedule 5.01(m)    Environmental Reports Schedule 5.01(o)    Work in Progress Schedule 8.02    Proration Credits Schedule 8.05(a)    Closing Statement Schedule 9.02(e)    Proforma Title Policies

EXHIBIT A

Legal Description of Real Property

The legal description for each real property based on information in Exhibit A of the respective deeds is as follows:

1. Red Lion Hotel at the Park

PARCEL A:

A PARCEL OF LAND SITUATED IN THE EAST HALF OF SECTION 18, TOWNSHIP 25 NORTH, RANGE 43 EAST, W.M., IN THE CITY OF SPOKANE, SPOKANE COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 18;

THENCE ALONG THE EAST LINE OF SAID SECTION, SOUTH 00º11’49" WEST, A DISTANCE OF 459.90 FEET, MORE OR LESS, TO THE NORTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED BY PERCY B. THOMPSON TO THE SPOKANE INTERNATIONAL RAILWAY COMPANY BY QUIT CLAIM DEED DATED DECEMBER 12, 1905, RECORDED DECEMBER 14, 1905, IN VOLUME 164, PAGE 587, RECORDS OF DEEDS OF SAID COUNTY;

THENCE ALONG THE NORTHERLY LINE OF SAID DEEDED PARCEL, NORTH 89º39’21" WEST 194.31 FEET;

THENCE NORTH 89º18’30" WEST 330.69 FEET; THENCE NORTH 78º46’00" WEST 183.02 FEET; THENCE NORTH 74º06’30" WEST 145.65 FEET; THENCE SOUTH 84º00’30" WEST 68.13 FEET;

THENCE NORTH 73º51’00" WEST 42.67 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION;

THENCE CONTINUING ALONG SAID NORTHERLY LINE, NORTH 73º51’00" WEST

252.68 FEET;

THENCE NORTH 80º51’15" WEST 149.99 FEET; THENCE NORTH 78º32’15" WEST 110.96 FEET;

THENCE NORTH 79º10’30" WEST 114.06 FEET, MORE OR LESS, TO THE EASTERLY RIGHT OF WAY LINE OF WASHINGTON STREET;

THENCE NORTH 16º23’00" EAST ALONG SAID EASTERLY LINE, 25.28 FEET;

THENCE NORTH 02º19’00" EAST ALONG SAID EASTERLY LINE, 400.43 FEET TO A POINT WHICH IS 178.33 FEET NORTHERLY OF THE EAST-WEST CENTERLINE OF SECTION 18;

THENCE SOUTH 89º34’53" EAST 770.00 FEET;

THENCE SOUTH 00º25’07" WEST 340.25 FEET TO THE SOUTHERLY LINE OF NORTH RIVER DRIVE AS

CONVEYED TO THE CITY OF SPOKANE BY THAT CERTAIN DEED RECORDED IN VOLUME 627 OF DEEDS AT PAGE 647, SPOKANE COUNTY RECORDS;

THENCE ALONG THE SOUTHERLY LINE OF NORTH RIVER DRIVE, NORTHWESTERLY ALONG A CURVE TO THE RIGHT, FROM A POINT WITH A RADIAL BEARING OF SOUTH 09º52’36" WEST, HAVING A RADIUS OF 490.00 FEET, THROUGH A CENTRAL ANGLE OF 14º26’42", AN ARC LENGTH OF 123.53 FEET TO A POINT WITH A RADIAL BEARING OF SOUTH 24º19’18" WEST;

THENCE LEAVING SAID SOUTHERLY LINE, SOUTH 13º41’40" WEST 259.69 FEET TO THE SAID TRUE POINT OF BEGINNING OF THIS DESCRIPTION,

EXCEPT ALL THAT PORTION LYING WITHIN THE BOUNDS OF NORTH RIVER DRIVE AND WASHINGTON STREET AS CONVEYED TO THE CITY OF SPOKANE BY THAT CERTAIN DEED RECORDED UNDER AUDITOR’S FILE NO. 8303040033, IN VOLUME 627 OF DEEDS AT PAGE 647, AND BY THAT CERTAIN DEED RECORDED UNDER AUDITOR’S FILE NO. 5040407, SPOKANE COUNTY RECORDS, AS DISCLOSED BY CERTIFICATE OF APPROVAL OF BOUNDARY LINE ADJUSTMENT RECORDED JULY 16, 2001 UNDER RECORDING NO. 4609148.

PARCEL A1:

RECIPROCAL RIGHTS FOR INGRESS, EGRESS, PARKING AND WALKWAYS AS GRANTED IN PARKING AGREEMENT RECORDED APRIL 13, 2001 UNDER SPOKANE COUNTY RECORDING NO. 4575852 OVER THE FOLLOWING DESCRIBED PARCELS:

PARCEL F OF SHORT PLAT NO. CITY 89-07, ACCORDING TO PLAT RECORDED IN VOLUME 7 OF SHORT PLATS, PAGES 91 AND 92, UNDER RECORDING NO. 9108130271, TOGETHER WITH THE WEST 148 FEET OF PARCEL D OF THE NORTHBANK DEVELOPMENT (#CITY 91-07) ACCORDING TO SHORT PLAT RECORDED IN VOLUME 8 OF SHORT PLATS, PAGES 22 AND 23, IN THE CITY OF SPOKANE, SPOKANE COUNTY, WASHINGTON.

PARCEL A2:

AN EASEMENT FOR INGRESS, EGRESS, PARKING AND WALKWAYS AS CREATED BY PARKING AGREEMENT AND RESTRICTIVE COVENANT RECORDED JULY 25, 2001, UNDER SPOKANE COUNTY RECORDING NO. 4613090 AND 4613091 OVER THE FOLLOWING DESCRIBED PROPERTY:

A PARCEL OF LAND IN THE EAST HALF OF SECTION 18, TOWNSHIP 25 NORTH, RANGE 43 EAST,

W.M., SPOKANE COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 18;

THENCE ALONG THE EAST LINE OF SAID SECTION, SOUTH 00°11’49" WEST, A DISTANCE OF 459.90 FEET, MORE OR LESS, TO THE NORTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED BY PERCY B. THOMPSON TO THE SPOKANE INTERNATIONAL RAILWAY COMPANY BY QUIT CLAIM DEED DATED DECEMBER 12, 1905, RECORDED DECEMBER 14, 1905, IN VOLUME 164 OF DEEDS AT

PAGE 587;

THENCE ALONG THE NORTHERLY LINE OF SAID DEEDED PARCEL, NORTH 89°39’21" WEST 194.31 FEET;

THENCE NORTH 89°18’30" WEST 330.69 FEET;

THENCE NORTH 78°46’00" WEST 183.02 FEET;

THENCE NORTH 74°06’30" WEST 29.00 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION;

THENCE CONTINUING NORTH 74°06’30" WEST 116.65 FEET; THENCE SOUTH 84°00’30" WEST 68.13 FEET;

THENCE NORTH 73°51’00" WEST 42.67 FEET;

THENCE LEAVING SAID NORTHERLY LINE, NORTH 13°41’40" EAST 259.69 FEET TO THE SOUTHERLY LINE OF NORTH RIVER DRIVE, AS ESTABLISHED BY THAT CERTAIN DEED TO THE CITY OF SPOKANE RECORDED IN VOLUME 627 AT PAGE 647, SPOKANE COUNTY RECORDS;

THENCE ALONG SAID SOUTHERLY LINE, SOUTHEASTERLY ALONG A CURVE TO THE LEFT, FROM A POINT WITH A RADIAL BEARING OF SOUTH 24°19’18" WEST, HAVING A RADIUS OF 490.00 FEET, THROUGH A CENTRAL ANGLE OF 14°26’42", AN ARC LENGTH OF 123.53 FEET;

THENCE LEAVING SAID SOUTHERLY LINE SOUTH 00°25’07" WEST 9.75 FEET; THENCE SOUTH 89°34’53" EAST, 43.54 FEET TO A POINT LYING NORTH 00°25’07" EAST FROM THE TRUE POINT OF BEGINNING;

THENCE SOUTH 00°25’07" WEST 242.72 FEET TO THE SAID TRUE POINT OF BEGINNING.

PARCEL B:

A PARCEL OF LAND SITUATED IN THE EAST HALF OF SECTION 18, TOWNSHIP 25 NORTH, RANGE 43 EAST, W.M., SPOKANE COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 18;

THENCE ALONG THE EAST LINE OF SAID SECTION, SOUTH 00°11’49" WEST, A DISTANCE OF 459.90 FEET, MORE OR LESS, TO THE NORTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED BY PERCY B. THOMPSON TO THE SPOKANE INTERNATIONAL RAILWAY COMPANY BY QUIT CLAIM DEED DATED DECEMBER 12, 1905, RECORDED DECEMBER 14, 1905, IN VOLUME 164 OF DEEDS AT

PAGE 587;

THENCE ALONG THE NORTHERLY LINE OF SAID DEEDED PARCEL, NORTH 89°39’21" WEST 194.31 FEET;

THENCE NORTH 89°18’30" WEST 330.69 FEET;

THENCE NORTH 78°46’00" WEST 183.02 FEET;

THENCE NORTH 74°06’30" WEST 29.00 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION;

THENCE CONTINUING NORTH 74°06’30" WEST 116.65 FEET; THENCE SOUTH 84°00’30" WEST 68.13 FEET;

THENCE NORTH 73°51’00" WEST 42.67 FEET;

THENCE LEAVING SAID NORTHERLY LINE, NORTH 13°41’40" EAST 259.69 FEET TO THE SOUTHERLY LINE OF NORTH RIVER DRIVE, AS ESTABLISHED BY THAT CERTAIN DEED TO THE CITY OF SPOKANE RECORDED IN VOLUME 627 AT PAGE 647, SPOKANE COUNTY RECORDS;

THENCE ALONG SAID SOUTHERLY LINE, SOUTHEASTERLY ALONG A CURVE TO THE LEFT, FROM A POINT WITH A RADIAL BEARING OF SOUTH 24°19’18" WEST, HAVING A RADIUS OF 490.00 FEET, THROUGH A CENTRAL ANGLE OF 14°26’42", AN ARC LENGTH OF 123.53 FEET;

THENCE LEAVING SAID SOUTHERLY LINE SOUTH 00°25’07" WEST 9.75 FEET; THENCE SOUTH 89°34’53" EAST, 43.54 FEET TO A POINT LYING NORTH 00°25’07" EAST FROM THE TRUE POINT OF BEGINNING;

THENCE SOUTH 00°25’07" WEST 242.72 FEET TO THE SAID TRUE POINT OF BEGINNING, AS DISCLOSED BY CERTIFICATE OF APPROVAL OF BOUNDARY LINE ADJUSTMENT RECORDED JULY 16, 2001 UNDER RECORDING NO. 4609148.

PARCEL C:

AN EASEMENT FOR A RESTAURANT IN THE AIRSPACE OVER PUBLIC PROPERTY AS ESTABLISHED BY EASEMENT AND AGREEMENT RECORDED MAY 4, 1984 UNDER SPOKANE COUNTY RECORDING NO. 8405040161.

2. Red Lion Hotel Salt Lake

PARCEL 1:

BEGINNING AT THE SOUTHWEST CORNER OF LOT 4, BLOCK 23, PLAT "A", SALT LAKE CITY SURVEY AND RUNNING THENCE NORTH 00°01'07" WEST, A DISTANCE OF 214.959 FEET ALONG THE WEST LINE OF BLOCK 23; THENCE NORTH 89°57'31" EAST, A DISTANCE OF 115.537 FEET; THENCE NORTH 00°01'07" WEST, A DISTANCE OF 115.040 FEET TO THE NORTH LINE OF BLOCK 23; THENCE NORTH 89°57'31" EAST, A DISTANCE OF 400.416 FEET ALONG THE NORTH LINE OF BLOCK 23; THENCE SOUTH 00°01'08" EAST, A DISTANCE OF 113.789 FEET; THENCE SOUTH 66°56'14" WEST, A DISTANCE OF 21.743 FEET; THENCE SOUTH 00°01'08" EAST, A DISTANCE OF 42.765 FEET; THENCE SOUTH 89°57'31" WEST 1.005 FEET; THENCE SOUTH 00°01'13" EAST 82.529 FEET; THENCE NORTH 89°57'31" EAST 165.059 FEET; THENCE SOUTH 00°01'07" EAST 140.241 FEET ALONG THE EAST LINE OF BLOCK 23; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 165.054 FEET; THENCE SOUTH 00°01'08" EAST, A DISTANCE OF 41.264 FEET; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 165.035 FEET TO THE WEST LINE OF LOT 8, BLOCK 23; THENCE NORTH 00°01'09" WEST, A DISTANCE OF 99.036 FEET TO THE NORTHWEST CORNER OF LOT 8; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 329.913 FEET ALONG THE SOUTH LINE OF LOT 4 TO THE POINT OF BEGINNING.

PARCEL 2:

A RIGHT OF WAY APPURTENANT TO PARCEL 1 AS DISCLOSED BY QUIT CLAIM DEED RECORDED JUNE 27, 2008 AS ENTRY NO. 8707718 IN BOOK 8827 AT PAGE 4285 OF THE OFFICIAL RECORDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT 6 RODS SOUTH FROM THE NORTHEAST CORNER OF LOT 8, BLOCK 23, PLAT "A", SALT LAKE CITY SURVEY, AND RUNNING THENCE WEST

20 RODS; THENCE SOUTH 1 ROD; THENCE EAST 20 RODS; THENCE NORTH 1 ROD TO THE PLACE OF BEGINNING.

PARCEL 3:

BEGINNING AT THE SOUTHWEST CORNER OF LOT 1, BLOCK 23 PLAT "A", SALT LAKE CITY SURVEY AND RUNNING THENCE NORTH 00°01'09" WEST, A DISTANCE OF 214.574 FEET ALONG THE WEST LINE OF LOT 1 AND LOT 8; THENCE NORTH 89°57'31" EAST, A DISTANCE OF 164.939 FEET; THENCE SOUTH 00°01'09" EAST, A DISTANCE OF 49.517 FEET; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 41.265 FEET; THENCE SOUTH 00°01'09" EAST, A DISTANCE OF 165.057 FEET TO THE SOUTH LINE OF LOT 1; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 123.674 FEET ALONG THE SOUTH LINE OF LOT 1 TO THE POINT OF BEGINNING.

PARCEL 4:

BEGINNING AT A POINT WHICH IS NORTH 00°01'07" WEST 1.501 FEET FROM THE NORTHEAST CORNER OF LOT 7, BLOCK 23, PLAT "A", SALT LAKE CITY SURVEY, RUNNING THENCE SOUTH 89°57'31" WEST 132.048 FEET; THENCE NORTH 00°01'08" WEST 64.465 FEET; THENCE NORTH 89°57'31" EAST 132.045 FEET TO THE EAST LINE OF BLOCK 23; THENCE ALONG SAID LINE SOUTH 00°01'07" EAST 64.465 FEET TO THE POINT OF BEGINNING.

PARCEL 5:

A NON EXCLUSIVE RIGHT OF WAY APPURTENANT TO PARCEL 4 AS DISCLOSED BY QUIT CLAIM DEED RECORDED JUNE 27, 2008 AS ENTRY NO. 8707718 IN BOOK 8827 AT PAGE 4285 OF THE OFFICIAL RECORDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT 132 FEET WEST FROM THE NORTHEAST CORNER OF LOT 6, BLOCK 23, PLAT "A", SALT LAKE CITY SURVEY, AND RUNNING THENCE SOUTH

165 FEET; THENCE WEST 32 FEET; THENCE NORTH 42.75 FEET; THENCE IN A NORTHEASTERLY DIRECTION 21.75 FEET TO A POINT 144 FEET WEST AND 113.75 FEET SOUTH OF THE NORTHEAST CORNER OF SAID BLOCK 23; THENCE NORTH

113.75 FEET TO THE NORTH LINE OF SAID BLOCK 23; THENCE EAST 12 FEET TO THE POINT OF BEGINNING.

Tax Parcel Nos.: 15-01-478-018-0000; 15-12-227-009-0000; 15-01-478-019-0000

3. Red Lion Boise

Parcel A:

Parcel I:

All of Lots 1 and 2 in Block 40 and all of Block 41 of Fairview Addition, according to the plat thereof, filed in Book 2 of Plats at Page 73, Records of Ada County, Idaho, and all of Block 40- A Citizens Right-Of-Way, according to the plat thereof, filed in Book 7 of Plats at Page 341, and a portion of Lots 1 and 2 in Block 10 and all of Lots 11, 12, 13 and 14 in Block 9 of McCarty’s Second Addition, according to the plat thereof, filed in Book 2 of Plats at Page 85, Records of Ada County, Idaho, and the vacated streets and alley included within the boundaries thereof, more particularly described as follows:

Beginning at the intersection of the Easterly boundary of 22nd Street and Northerly boundary of Fairview Avenue, being the Southwest corner of Block 41 of Fairview Addition, said point being The True Point Of Beginning; thence

North 0°00’00" East 350.16 feet along the Easterly boundary of said 22nd street to a point on the Southerly boundary of Main Street; thence

North 89°59’20" East 157.99(8) feet along the said Southerly boundary of Main Street to a point; thence

South 89°50’40" East 157.98(151.50) feet along the said Southerly boundary of Main Street to a point; thence

South 54°50’40" East 57.50 feet along the said Southerly boundary of Main Street to a point; thence South 1°57’20" West 192.00 feet to a point, said point being the Southeast corner of said Lot 14 in Block 9 of said McCarty’s Second Addition; thence

North 88°02’40" West 230.08 feet to a point; thence South 2°53’20" West 136.32 feet to a point on the Northerly boundary of said Fairview Avenue; thence

North 88°13’50" West 113.20 feet along the said Northerly boundary of said Fairview Avenue to the Point Of Beginning.

Parcel II:

Lots 9 and 10 in Block 9 of McCarty’s Second Addition, according to the plat thereof, filed in Book 2 of Plats at Page 85, Official Records.

Except Therefrom that portion of said Lot 10, more particularly described as follows:

Commencing at the Northwest corner of said Lot 10, said point being the True Point Of Beginning;

Thence

South 88°02’40" East 20.00 feet along the Northerly boundary of said Lot 10 to a point; thence South 46°57’20" West 28.28 feet to a point on the Westerly boundary of said Lot 10; thence North 1°57’20" East 20.00 feet along the said Westerly boundary of said Lot 10 to the Point Of Beginning.

Also Except a parcel of land for public right-of-way being a portion of Lots 9 and 10 of Block 9 of McCarty’s Second Addition, a subdivision according to the plat thereof, filed in Book 2 of Plats at Page 85, lying in the Southeast quarter of Section 4, Township 3 North, Range 2 East, Boise Meridian, Ada County Idaho, and more particularly described as follows:

Beginning at a lead plug and tack marking the Northwest corner of Lot 2 of Block 40 of Fairview Addition, a subdivision, according to the official plat thereof, filed in Book 2 of Plats at Page 73, Official Records; thence

South 0°00’00" West 350.16 feet along the Westerly boundaries of said Lot 2 of Block 40 of Fairview Addition, Block 40-A Citizen’s Right-Of-Way, a subdivision, according to the official plat thereof, filed in Book 7 of Plats at Page 341, and Block 41 of said Fairview Addition, which is also the Easterly right-of-way line 22nd Street, to a point marking the Southwest corner of the said Block 41 of Fairview Addition; thence

South 88°13’50" East 190.58 feet along the Southerly boundary of the said Block 41 of Fairview Addition, Block 40-A of Citizens Right-of-Way, the adjacent alley to the said Lot 10 of Block 9, McCarty’s Second Addition, all of Lot 10 and a portion of Lot 9 of Block 9 of McCarty’s Second Addition, which is also the Northerly right-of-way line of Fairview Avenue, to a point, also said point being the Real Point Of Beginning; thence continuing

South 88°13’50" East 30.0 feet along the said Southerly boundaries of Lots 10 and 9 of Block 9 of McCarty’s Second Addition to a point; thence

North 1°57’20" East 99.95 feet along a line 25.00 feet Westerly of and parallel with the Easterly boundary of the said Lot 9 of Block 9 of McCarty’s Second Addition to a iron pin; thence

North 46°57’20" East 28.28 feet to an iron pin on the Northerly boundary line of the said Lot 9 of Block 9 of McCarty’s Second Addition; thence

North 88°02’40" West 50.00 feet along the said Northerly boundary of Lot 9 and the Northerly boundary of the said Lot 10 of Block 9 of McCarty’s Second Addition to a iron pin; thence

South 1°57’20" West 120.05 feet along line 5.00 feet Westerly of and parallel with Easterly boundary of the said Lot 10 of Block 9 of McCarty’s Second Addition to The Real Point Of Beginning.

Parcel III:

The East 150 feet of Lot 1 in Block 38 and all of Block 39 of Fairview Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 73 and the East 150 feet of Block 38-A of Citizen’s Right-Of-Way, according to the plat thereof, filed in Book 7 of Plats at Page 341, Records of Ada County, Idaho.

Parcel IV:

Lots 15 and 16 of Block 9 of McCarty’s Second Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Records of Ada County, Idaho and that portion of 18th Street, now vacated, described as follows:

Beginning at the Northeast corner of said Lot 16; thence West 100 feet; thence North 69.88 feet; thence

Southeast 119.28 feet; thence

South 4.86 feet to The Point Of Beginning. Parcel V:

A parcel of land being all of the alley lying Westerly of and adjacent with the Westerly boundary of Lot 10 of Block 9 and a portion of the 16.00 foot alley lying Northerly of and adjacent with said Lot 10 of Block 9 of McCarty’s Second Addition, a subdivision according to the plat thereof, filed in Book 2 of Plats at Page 85, lying in the Southeast quarter of Section 4, Township 3 North, Range 2 East, Boise Meridian, Ada County Idaho, more particularly described as follows:

Beginning at a lead plug and tack marking the Northwest corner of Lot 2 of Block 40 of Fairview Addition, a subdivision, according to the official plat thereof, filed in Book 2 of Plats at Page 73, Official Records; thence

South 0°00’00" West 350.16 feet along the Westerly boundaries of said Lot 2 of Block 40 of Fairview Addition, Block 40-A Citizen’s Right-Of-Way, a subdivision, according to the official plat thereof, filed in Book 7 of Plats at Page 341, and Block 41 of said Fairview Addition, which is also the Easterly right-of-way line 22nd Street, to a point marking the Southwest corner of the said Block 41 of Fairview Addition; thence

South 88°13’50" East 145.58 feet along the Southerly boundaries of said Block 41 of Fairview Addition and Block 40-A of Citizens Right-Of-Way and adjacent alley to said Lot 10 of Block 9 of McCarty’s Second Addition which is also the Northerly right-of-way line of Fairview Avenue, to a point marking the Southwest corner of the said Lot 10 of Block 9 of McCarty’s Second Addition, also said point being the Real Point Of Beginning; thence

North 1°57’20" East 100.20 feet along the Westerly boundary of the said Lot 10 of Block 9 of McCarty’s Second Addition to an iron pin; thence

North 46°57’20" East 26.28 feet to an iron pin on the Northerly boundary of the said Lot 10 of Block 9 of McCarty’s Second Addition; thence

South 88°02’40" East 25.00 feet along the said Northerly boundary of the said Lot 10 of Block 9 of McCarty’s Second Addition to an iron pin; thence

North 1°57’20" East 16.0 feet along a line Westerly of and parallel with the Westerly boundary extended of the said Lot 9 in Block 9 of McCarty’s Second Addition to an iron pin on the Northerly boundary of the said 16-foot alley; thence

North 88°02’40" West 75.16 feet along the said Northerly boundary of the said 16-foot alley to an iron pin on the Westerly boundary of the said McCarty’s Second Addition; thence

South 2°53’20" West 136.32 feet along the said Westerly boundary of McCarty’s Second Addition, which is also the Westerly boundary of the said adjacent alley to Lot 10 of Block 9 of McCarty’s Second Addition, to a point marking the Southwest corner of the said adjacent alley to Lot 10 of Block 9 of McCarty’s Second Addition; thence

South 88°13’50" East 32.38 feet along the said Southerly boundary of the adjacent alley to Lot 10 of Block 9 of McCarty’s Second Addition to the Real Point Of Beginning.

Parcel VI:

Lots 7 and 8 in Block 9 of McCarty’s Second Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Official Records of Ada County, Idaho.

Parcel B:

Lots 3, 4, 5, 6 and 17 in Block 9 of McCarty’s Second Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Records of Ada County, Idaho, and Lot 18 and in Block 9, Except the hereinafter described:

A parcel of land being on the Westerly side of the center line of Boise One-Way Couplet, Project No. U-3021 (21) Highway Survey, as shown on the plans thereof now on file in the office of the Department of Highways of the State of Idaho, and being a portion of Lot 18 in Block 9 of McCarty’s Second Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Official Records of Ada County, Idaho, described as follows:

Beginning at the Northeast corner of Lot 18 in Block 9 of said McCarty’s Second Addition; thence Southerly along the Easterly boundary line of said Lot 18 a distance of 12.2 feet to a point that bears North 87°54’04" West, 58.74 feet from Station 80456.72 of Boise, One Way Couplet Project No. U-3021 (21) Highway Survey;

thence Northwesterly along a 140.50 foot radius curve left 35.94 feet to a point that bears South 35°10’41" West 42.38 feet from Station 79462.58 of said Highway Survey; thence Northerly 3.0 feet, more or less, to a point in the Northeasterly line of said Lot 18 that bears South 35°10’41" West 40.00 feet from Station 79460.90 of said Highway Survey; thence Southeasterly along the Northeasterly line of said Lot 18 to the Place Of Beginning.

And

All of Lot 19, Block 9 of McCarty’s Second Addition, according to the plat thereof, filed in Book 2 of Plats at Page 85, Records of Ada County, Idaho.

Excepting Therefrom a parcel of land being on both sides of the centerline of Boise One-Way Couplet, Project No. U-3021 (21) Highway Survey as shown on the plans thereof now on file in the office of the Department of Highways of the State of Idaho and being a portion of Lot 19 in Block 9 of McCarty’s Second Subdivision, according to the official plat hereof, filed in Book 2 of Plats at Page 85, Official Records of Ada County, Idaho, described as follows:

Beginning at the East corner of Lot 19 in Block 9 of said McCarty’s Second Addition; thence Westerly along the South boundary line of said Lot 19, a distance of 95.44 feet to the Southwest corner thereof; thence North 62°17’36" East 23.12 feet to a point that bears North 87°54’04" West 38.67 feet from Station 80194.74 of Boise, One-Way Couplet, Project No. U-3021 (21) Highway Survey; thence Northwesterly along a 140.50 foot radius curve left 55.10 feet to a point in the Westerly line of said Lot 19 that bears North 87°54’04" West, 58.74 feet from Station 80+56.73 of said Highway Survey; thence

Northerly along said Westerly line 12.7 feet, to the Northwesterly corner of said Lot 19; thence Southeasterly along the Northeasterly boundary line of said Lot 19 to the Real Point Of Beginning.

Parcels A and B are also described as follows pursuant to Survey dated May 13, 1994, and revised July 17, 1995, by Toothman-Orton Engineering Company as File No. 1-94025-SHTI-1: Parcel 1:

The East 150 feet of Lot 1 in Block 38, and all of Block 39 of Fairview Addition according to the plat thereof, filed in the office of the Ada County Recorder in Book 2 of Plats at Page 73, and the East 150.00 feet of Block 38-A of Citizen’s Right Of Way, according to the plat thereof, filed in Book 7 of Plats at 341, being more particularly described as follows:

Beginning at a 5/8 inch iron pin at the Northeasterly corner of said Block 39 being the point of intersection of the Southerly sideline of West Main Street and the Westerly sideline of North 22nd Street; thence

1.) S.00°00’00"E., 165.60 feet along the Westerly sideline of said 22nd Street to a 5/8 inch iron pin; thence

2.) N.89°00’42"W., 150.02 feet along the Southerly line of said Lot 1 Block 38 to a 5/8 inch iron pin; thence

3.) N.00°00’00"W., 162.98 feet along a line parallel with and 150.00 feet West of the Westerly sideline of 22nd Street to a 5/8 inch iron pin; thence

4.) N.89°59’20"E., 150.00 feet along the Southerly sideline of said West Main Street to the Point Of Beginning.

Parcel 2:

All of Lots 1 and 2 of Block 40 and all of Block 41 of Fairview Addition, according to the plat thereof in the office of the Ada County Recorder in Book 2 of Plats at Page 73; all of Block 40-A of Citizen’s Right Of Way, according to the official plat thereof, filed in Book 7 of Plats at Page 341; portions of Lots 1 and 2 of Block 10 and a portion of Lot 10 and all of Lots 11, 12, 13, 14, 15 and 16 of Block 9 of McCarty’s 2nd Addition, according to the plat thereof, filed in Book 2 of Plats at Page 85; and certain vacated portions of streets and alleys shown on said plat and included within the following more particularly described

Parcel 2: Beginning at the point of intersection of the Easterly sideline of North 22nd with the Northerly sideline of Fairview Avenue, said point being the Southwesterly corner of said Block 41 of the Fairview Addition; thence,

1.) N.00°00’00"W., 350.18 feet along the Easterly sideline of said North 22nd Street, being along the Westerly lines of said Block 41, Block 40-A of said Citizen’s Right Of Way and Block 40 of said Fairview Addition to the point of intersection of said Easterly sideline of North 22nd Street with the Southerly sideline of West Main Street; thence,

2.) N.89°59’20"E., 157.98 feet along the Southerly sideline of West Main Street being along the Northerly line of Lots 1 and 2 of Block 40 of Fairview Addition and along the Northerly terminus of a vacated portion of 18th Street to a point in the Westerly line of Lot 2 Block 10 of McCarty’s 2nd Addition; thence

3.) S.89°50’40"E., 151.50 feet along said sideline of West Main Street to a point in the Northeasterly line of Lot 1 of said Block 10; thence

4.) S.54°50’40"E., 185.34 feet along said sideline, being along the Northeasterly line of said Lot 1, and along the Easterly terminus of vacated 18th Street to a point in the Northerly line of Lot 17 of Block 9 of said McCarty’s 2nd Addition; thence,

5.) N.88°02’40"W., 6.97 feet along the Northerly line of said Lot 17 to the Northwesterly corner thereof; thence,

6.) S.01°57’20"W., 122.00 feet along the Westerly line of said Lot 17 to the Southwesterly corner of said Lot 17 Block 9; thence,

7.) N.88°02’40"W., 255.00 feet along the Southerly lines of Lots 16, 15, 14, 13, 12 and 11 to a point; thence,

8.) S.01°57’20"W., 136.05 feet along the Easterly terminus of the vacated portion of a 16 foot wide alley and along a line parallel with and 5.00 feet Westerly of the Easterly line of Lot 10 Block 9 to a point in the Southerly line of said Lot 10, being the Northerly sideline of West Fairview Avenue; thence

9.) N.88°13’50"W., 190.48 feet along the Southerly lines of said Lot 10 Block 9, the vacated portion of 19th Street, Lot 40-A of Citizen’s Right Of Way and Block 41 of the Fairview Addition, being along the Northerly sideline of West Fairview Avenue, to the Point Of Beginning.

Parcel 3:

All of Lots 7 and 8 and a portion of Lot 9, of Block 9, McCarty’s 2nd Addition, according to the plat thereof filed in the office of the Ada County Recorder in Book 2 of Plats at Page 85, and being more particularly described as follows:

Commencing at the point of intersection of the Easterly sideline of North 22nd Street with the Northerly sideline of Fairview Avenue, said point being the Southwesterly corner of Block 41 of the Fairview Addition according to the official plat thereof filed in Book 2 of Plats at Page 73; thence

A.) S.88°13’50"E., 220.48 feet along the Southerly lines of said Block 41 Fairview Addition, Block 40-A of Citizen’s Right of Way, the vacated portion of 19th Street and Lots 10 and 9 of Block 9 of said McCarty’s 2nd Addition to a point 25 feet Easterly of the Westerly line of said Lot 9, being the Point Of Beginning; thence

1.) N.01°57’20"E., 99.95 feet along a line parallel with and 25.00 feet Easterly of the Westerly line of said Lot 9; thence,

2.) N.46°57’20"E., 28.28 feet to a point in the Northerly line of said Lot 9; thence,

3.) S.88°02’40"E., 105.00 feet along the Northerly lines of Lots 9, 8 and 7 to the Northeasterly corner of said Lot 7; thence

4.) S.01°57’20"W., 119.55 feet along the Easterly line of said Lot 7 to a point in the Northerly sideline of West Fairview Avenue; thence

5.) N.88°13’50"W., 125.00 feet along said sideline to the Point Of Beginning. Parcel 4:

All of Lot 17 and portions of Lots 18 and 19, Block 9, McCarty’s 2nd Addition, according to the plat thereof filed in the office of the Ada County Recorder in Book 2 of Plats at Page 85, and being more particularly described as follows:

Commencing at the point of intersection of the Easterly sideline of North 22nd Street with the Northerly sideline of Fairview Avenue, said point being the Southwesterly corner of Block 41 of the Fairview Addition according to the official plat thereof filed in the office of the Ada County Recorder in Book 2 of Plats at Page 73; thence,

A.) S.88°13’50"E., 190.48 feet along the Southerly lines of said Block 41 Fairview Addition, Block 40-A of Citizen’s Right of Way, the vacated portion of 19th Street, and Lot 10, Block 9 of said McCarty’s 2nd Addition to a point 5.00 feet West of the Easterly line of said Lot 10; thence,

B.) N.01°57’20"E., 136.05 feet along a line parallel with any 5.00 feet Westerly of the Easterly line of said Lot 10 to a point in the Southerly line of Lt 11 Block 9; thence,

C.) S.88°02’40"E., 255.00 feet along the Southerly lines of Lots 11, 12, 13, 14, 15 and 16 to the Southwesterly corner of said Lot 17 and the Point Of Beginning; thence,

1.) N.01°57’20"E., 122.00 feet along the Westerly line of said Lot 17 to the Northwesterly corner of same; thence,

2.) S.88°02’40"E., 6.97 feet along the Northerly line of said Lot 17 to the point of intersection of same with the Southerly sideline of West Main Street; thence,

3.) S.54°50’40"E., 81.62 feet along said sideline of West Main Street to a point in the Westerly sideline of West Grove Street, also known as the Boise One Way Couplet, according to the plans of Project No. U-3021 (21) on file with the Idaho Department of Transportation, District 3; thence,

4.) S.01°01’48"W., 2.88 feet (formerly 3.0 feet more or less) along said Westerly sideline of West Grove Street to a point on a non-tangent curve; thence

5.) Southeasterly along said sideline along a curve to the right having a radius of 140.50 feet, an arc length of 79.12 feet, a central angle of 32°16’38" a chord bearing S.32°44’09"E., and a chord

distance of 78.07 feet, crossing through Lots 18 and 19 of said Block 9 to an angle point in said sideline; thence,

6.) S.64°33’28"W., 22.25 feet (formerly S.62°17’36"W., 23.12) along said sideline to the Southeasterly corner of said Lot 18 Block 9; thence,

7.) N.88°02’40"W., 100.00 feet along the Southerly lines of Lots 18 and 17 of Block 9 to the Point Of Beginning.

Parcel 5:

All of Lots 3, 4, 5 and 6 of Block 9, McCarty’s 2nd Addition, according to the plat thereof filed in the office of the Ada County Recorder in Book 2 of Plats at Page 85, and being more particularly described as follows:

Commencing at the point of intersection of the Easterly sideline of North 22nd Street with the Northerly sideline of Fairview Avenue, said point being the Southwesterly corner of Block 41 of the Fairview Addition according to the official plat thereof filed in Book 2 of Plats at Page 73; thence,

A.) S.88°13’50"E., 345.48 feet along the Southerly lines of Block 41 Fairview Addition, Block 40-A of Citizen’s Right of Way, the vacated portion of 19th Street and Lots 10, 9, 8 and 7 of Block 9 of said McCarty’s 2nd Addition to the Southwesterly corner of Lot 6 Block 9 and the Point Of Beginning; thence,

1.) N.01°57’20"E., 119.55 feet along the Westerly line of said Lot 6 to the Northwesterly corner of said; thence,

2.) S.88°02’40"E., 200.00 feet along the Northerly lines of Lots 6, 5, 4 and 3 to the Northeasterly corner of Lot 3 Block 9; thence,

3.) S.01°57’20"W., 118.90 feet along the Easterly line of said Lot 3 to a point in the Northerly sideline of West Fairview Avenue; thence,

4.) N.88°13’50"W., 200.00 feet along said sideline to the Point Of Beginning.

APN: R2734252191; R2734252200; R2734252210; R5538940984; R5538941120; R5538940940

4. Red Lion Hotel Bend

LOTS 1 THROUGH 12 IN BLOCK 3 OF WIESTORIA, CITY OF BEND, DESCHUTES COUNTY, OREGON. TOGETHER WITH THAT PORTION OF A VACATED ALLEY WHICH INURED THERETO UPON THE VACATION THEREOF, BY ORDINANCE NO- 850, RECORDED JULY 8, 1971 IN BOOK 176, PAGE 956 OF DESCHUTES COUNTY DEED RECORDS.

EXCEPTING THEREFROM THAT PORTION OF SAID LOTS 6 AND 7 IN BLOCK 3, CONVEYED TO THE CITY OF BEND BY WARRANTY DEED RECORDED MARCH 09, 2000 IN INSTRUMENT NO. 2000-9063 AND INSTRUMENT NO. 2000-9064.

5. Red Lion Hotel Coos Bay

Real property in the County of Coos, State of Oregon, described as follows:

BEING A PORTION OF BLOCKS 35 AND 36, OF NASBURG’S ADDITION ALONG WITH A PORTION OF BLOCKS 36, 32, 63 AND 62 OF BENNETT’S ADDITION TO COOS BAY. INCLUDING THAT PORTION OF VACATED 4TH, 5TH AND 6TH STREET AND 7TH COURT.

MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF BLOCK 35, NASBURG’S ADDITION TO COOS BAY; THENCE NORTH 00º 00’ 20" WEST A DISTANCE OF 171.17 FEET; THENCE NORTH 60º 30’ 00" EAST A DISTANCE OF 591.96 FEET TO A POINT LOCATED ON THE WESTERLY LINE OF U.S. HIGHWAY 101; THENCE ALONG SAID WESTERLY LINE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 1949.86 FEET AND A CENTRAL ANGLE OF 1º 36’ 18" A DISTANCE OF 54.62 FEET (WHOSE LONG CHORD BEARS SOUTH 40º 18’ 48" EAST 54.62 FEET); THENCE ALONG A SPIRAL CURVE TO THE LEFT HAVING A CENTERLINE LENGTH OF 300.00 FEET AND AN S VALUE OF 4º 30’ (WHOSE LONG CHORD BEARS SOUTH 42º 24’ 10" EAST 303.05 FEET); THENCE SOUTH 43º 54’ 35" EAST A DISTANCE OF 241.83 FEET TO THE BEGINNING OF A CURVE; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 13.50 FEET AND A CENTRAL ANGLE OF 133º 54’ 00" A DISTANCE OF

31.54 FEET (WHOSE LONG CHORD BEARS SOUTH 23º 02’ 25" WEST 24.84 FEET); THENCE SOUTH 89º 59’ 25" WEST A DISTANCE OF 471.94 FEET; THENCE NORTH 00º 04’ 35" EAST A DISTANCE OF 99.97 FEET; THENCE SOUTH 89º 59’ 25" WEST A DISTANCE OF 242.89 FEET, MORE OR LESS; THENCE SOUTH 00º 04’ 35" WEST A DISTANCE OF 99.97 FEET; THENCE SOUTH 89º 59’ 25" WEST A DISTANCE OF 197.97 FEET TO THE POINT OF BEGINNING.

SAVE AND EXCEPT THAT PORTION CONVEYED TO STATE OF OREGON BY AND THROUGH ITS DEPARTMENT OF TRANSPORTATION BY INSTRUMENT RECORDED AUGUST 27, 2012, AS MICROFILM NO. 2012-7064, RECORDS OF COOS BAY, OREGON.

6. Red Lion Hotel Eureka

Real property in the City of Eureka, County of Humboldt, State of California, described as follows:

PARCEL ONE:

BEGINNING AT THE SOUTHEAST CORNER OF THIRD AND "T" STREETS, AS SHOWN ON THE MAP OF THE EDDY TRACT ADDITION TO THE CITY OF EUREKA ON FILE IN THE RECORDER’S OFFICE OF HUMBOLDT COUNTY IN BOOK 1 OF MAPS, PAGE 56; AND RUNNING THENCE SOUTH ALONG "T" STREET, 240 FEET TO FOURTH STREET;

THENCE EAST ALONG FOURTH STREET, 541 FEET TO "V" STREET;

THENCE NORTH ALONG "V" STREET, 130 FEET TO A POINT THAT IS 110 FEET SOUTH, ALONG

THE WEST LINE OF "V" STREET, FROM THE SOUTH LINE OF THIRD STREET; THENCE WEST, PARALLEL WITH THIRD STREET, 65 FEET;

THENCE NORTH, PARALLEL WITH "V" STREET, 110 FEET TO THIRD STREET; AND THENCE WEST ALONG THIRD STREET, 476 FEET TO THE POINT OF BEGINNING.

PARCEL TWO:

THOSE PORTIONS OF LOTS 1 AND 2 IN BLOCK 33, AS SHOWN ON THE MAP OF EDDY TRACT ADDITION TO THE CITY OF EUREKA, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY IN BOOK 1 OF MAPS, PAGE 56, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIRD AND "V" STREETS, AS SHOWN ON THE MAP OF EDDY TRACT ADDITION ABOVE REFERRED TO;

THENCE SOUTH ALONG "V" STREET, 110 FEET TO THE NORTHEAST CORNER OF THE PARCEL OF LAND DESCRIBED IN THE DEED FROM MARY BRANBANI TO TOD

E. MCCLASKEY, RECORDED MAY 15, 1973 IN BOOK 1191 OF OFFICIAL RECORDS, PAGE 422, UNDER RECORDER’S FILE NO. 8768, HUMBOLDT COUNTY RECORDS; THENCE WEST ALONG THE NORTH LINE OF SAID MCCLASKEY PARCEL, 65 FEET; THENCE NORTH PARALLEL WITH "V" STREET, 110 FEET TO THIRD STREET; AND THENCE EAST ALONG THIRD STREET, 65 FEET TO THE POINT OF BEGINNING.

APN: 002-102-009 and 002-102-003

7. Red Lion Hotel Redding

ALL THAT PORTION OF THE SOUTHEAST ONE-QUARTER OF SECTION 31, TOWNSHIP 32, NORTH, RANGE 4 WEST, M.D.M., ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED;

AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF THE PARCEL DESCRIBED IN THE DEED TO THE TITLE INSURANCE AND TRUST COMPANY RECORDED SEPTEMBER 13, 1968 IN BOOK 966, PAGE 445, OFFICIAL RECORDS; THENCE ALONG THE WESTERLY LINE OF THE PARCEL DESCRIBED IN

THE DEED TO THE CITY OF REDDING RECORDED SEPTEMBER 18, 1967 IN BOOK 929, PAGE 193, OFFICIAL RECORDS, SOUTHERLY 650 FEET, MORE OR LESS TO THE

NORTHERLY LINE OF THE PARCEL DESCRIBED IN THE DEED TO RICHARD MARK CORDI, ET AL., RECORDED JUNE 14, 1971 IN BOOK 1071, PAGE 465, OFFICIAL RECORDS; THENCE, NORTH 89 DEGREES 43’ WEST, 500 FEET, MORE OR LESS, TO THE EASTERLY LINE OF PARCEL 1 AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA RECORDED JANUARY 18, 1961 IN BOOK 655, PAGE 316, OFFICIAL RECORDS; THENCE ALONG SAID EASTERLY LINE, NORTH 655 FEET, MORE OR LESS, TO A POINT WHICH BEARS, SOUTH 88 DEGREES 01’ 18" WEST, FROM THE TRUE POINT OF BEGINNING, SAID POINT BEING THE SOUTHWEST CORNER OF THE PARCEL DESCRIBED IN THE DEED TO LEVITT AND SONS OF CALIFORNIA, INC., RECORDED JUNE 30, 1971 IN BOOK 1073, PAGE 529, OFFICIAL RECORDS; THENCE, NORTH 88 DEGREES 01’ 18" EAST, 400 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING.

APN: 107-170-046-000 and 107-170-047-000

8. Red Lion Templin’s

Real property in the City of Post Falls, County of Kootenai, State of Idaho, described as follows: Parcel 1:

Tracts 1 and 2 of the Heirs of Margaret Post Estates, in Government Lot 8, Section 3, Township 50 North, Range 5, W.B.M., Kootenai County, State of Idaho, according to the plat recorded in Book "C" of Plats, Page 111.

Together with that portion of vacated 1st Street, recorded by Ordinance 483, which attaches by operation of law.

Parcel 2:

Easement rights as set out in Grant of Sewer, recorded April 23, 1993, as Instrument No. 1301726 and Amendment recorded October 23, 1995 as Instrument No. 1419204.

and Easement rights as set out in Sewer Agreement, recorded September 19, 1988 as Instrument No. 1129187.

9. Red Lion Hotel Olympia

BEING A PORTION OF LOTS 11 AND 12 AND LOTS 13, 13A AND 14 OF "EVERGREEN PARK", AS RECORDED IN VOLUME 16 OF PLATS, PAGES 61 AND 62, THURSTON COUNTY PLAT RECORDS, STATE OF WASHINGTON MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 14 AND THE INTERSECTION OF THE SOUTH AND EAST RIGHT-OF-WAY LINE OF S.W. 24TH WAY (60 FEET WIDE);

THENCE ALONG SAID SOUTH RIGHT-OF-WAY LINE, NORTH 89°55’51" WEST, A DISTANCE OF 60.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 12;

THENCE ALONG THE EAST LINE OF SAID LOT 12, SOUTH 00°04’09" WEST, A DISTANCE OF 136.50 FEET TO THE SOUTHEAST CORNER OF PARCEL A, AS RECORDED IN VOLUME 3, PAGES 398 THROUGH 403, THURSTON COUNTY DEED RECORDS, BOUNDARY LINE ADJUSTMENT NO. SS 5378;

THENCE ALONG THE EASTERLY LINE OF PARCEL B OF SAID BOUNDARY LINE ADJUSTMENT NO. SS 5378, SOUTH 14°19’09" WEST, A DISTANCE OF 148.06 FEET TO THE NORTH LINE OF LOT 13A OF SAID "EVERGREEN PARK";

THENCE ALONG THE NORTH LINE OF SAID LOT 13A, NORTH 89°55’51" WEST, A DISTANCE OF 400.98 FEET TO THE EAST RIGHT-OF-WAY LINE OF EVERGREEN PARK DRIVE (80 FEET WIDE) AND A POINT OF NON-TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 2044.59 FEET;

THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 01°41’09" (CHORD BEARS SOUTH 04°18’52" WEST, A DISTANCE OF 60.17 FEET) AN ARC DISTANCE OF

60.17 FEET TO THE SOUTHWEST CORNER OF SAID LOT 13A;

THENCE ALONG THE SOUTH LINE OF SAID LOT 13A, SOUTH 89°55’51" EAST, A DISTANCE OF 501.88 FEET TO THE NORTHEAST CORNER OF LOT 10 OF SAID "EVERGREEN PARK";

THENCE ALONG THE EAST LINE OF SAID LOT 10, SOUTH 00°04’09" WEST, A DISTANCE OF 310.55 FEET TO A POINT ON THE NORTHERLY RIGHT-OF-WAY LINE OF STATE HIGHWAY NO. 9 AND A POINT OF NON-TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 1737.73 FEET;

THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 26°05’05" (CHORD BEARS SOUTH 55°28’49" EAST, A DISTANCE OF 784.31 FEET) AN ARC DISTANCE OF

791.13 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF DESCHUTES PARKWAY AND THE CUSP;

THENCE ALONG SAID WESTERLY RIGHT-OF-WAY LINE NORTH 35°05’09" WEST, A DISTANCE OF 5.58 FEET TO A POINT OF CURVATURE, CONCAVE EASTERLY, HAVING A RADIUS OF 600.96 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 50°52’29" (CHORD BEARS NORTH 04°38’55" WEST, A DISTANCE OF 608.90 FEET) AN ARC DISTANCE OF 638.50 FEET;

THENCE CONTINUING ALONG SAID RIGHT-OF-WAY LINE NORTH 25°47’20" EAST, A DISTANCE OF 328.10 FEET TO A POINT OF TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 449.46 FEET;

THENCE CONTINUING ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 21°15’10" (CHORD BEARS NORTH 15°09’45" EAST, A DISTANCE OF 165.76 FEET) AN ARC DISTANCE OF 166.72 FEET;

THENCE NORTH 04°32’01" EAST, A DISTANCE OF 27.29 FEET TO THE NORTHEAST CORNER OF LOT 14 OF SAID "EVERGREEN PARK";

THENCE ALONG THE NORTH LINE OF SAID LOT 14, NORTH 89°55’51" WEST, A DISTANCE OF 211.85 FEET TO THE SOUTHEAST CORNER OF LOT 15, OF SAID "EVERGREEN PARK";

THENCE SOUTH 35°55’59" WEST, A DISTANCE OF 53.73 FEET;

THENCE NORTH 75°55’51" WEST, A DISTANCE OF 180.00 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 14;

THENCE ALONG SAID NORTH LINE, NORTH 89°55’51" WEST, A DISTANCE OF 363.18 FEET TO THE POINT OF BEGINNING.

10. Red Lion Hotel Pasco

A PORTION OF GOVERNMENT LOT 2, SECTION 19, TOWNSHIP 9 NORTH, RANGE 30 EAST, W.M., FRANKLIN COUNTY, WASHINGTON, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE WEST QUARTER CORNER OF SAID SECTION 19; THENCE NORTH 2°03’58" EAST ALONG THE WEST LINE THEREOF A DISTANCE OF 895.65 FEET; THENCE LEAVING SAID WEST LINE SOUTH 87°56’02" EAST A DISTANCE OF

50.01 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 87°56’02" EAST A DISTANCE OF 660.21 FEET; THENCE SOUTH 36°01’47" EAST A DISTANCE OF 341.64 FEET; THENCE SOUTH 02°22’54" WEST A DISTANCE OF 223.59 FEET; THENCE SOUTH 89°02’43" WEST A DISTANCE OF 126.29 FEET; THENCE 00°59’33" WEST A DISTANCE OF 275.76 FEET; THENCE SOUTH 81°56’49" EAST A DISTANCE OF 97.28 FEET; THENCE SOUTH 89°00’24" EAST A DISTANCE OF 222.61 FEET; THENCE NORTH 04°20’23" EAST A DISTANCE OF 26.67 FEET; THENCE SOUTH 86°39’24" EAST A DISTANCE OF 41.08 FEET TO THE WEST LINE OF EXCEPTION RECORDED UNDER AUDITOR’S FILE NO. 427870; THENCE SOUTH 00°59’36" WEST ALONG SAID WEST LINE A DISTANCE OF 34.94 FEET TO THE NORTH RIGHT OF WAY LINE OF W.S.R. NO. 395; THENCE NORTH 89°00’24" WEST ALONG SAID NORTH RIGHT OF WAY LINE A DISTANCE OF 265.83 FEET; THENCE NORTH 81°54’05" WEST A DISTANCE OF 420.00 FEET; THENCE NORTH 66°54’02" WEST A DISTANCE OF

445.00 FEET; THENCE NORTH 00°32’48" EAST A DISTANCE OF 456.28 FEET; THENCE NORTH 02°38’58" EAST A DISTANCE OF 135.00 FEET TO THE TRUE POINT OF BEGINNING.

(AKA LOT 1 OF BINDING SITE PLAN NO. 2003-04, RECORDED JUNE 12, 2003 IN VOLUME 1 OF SURVEYS, PAGE 70, UNDER AUDITOR’S FILE NO. 162608, RECORDS OF FRANKLIN COUNTY, WASHINGTON.)

11. Red Lion Hotel Port Angeles

PARCEL "A":

LOTS 1 TO 8, INCLUSIVE, BLOCK 2; ALSO LOTS 1 TO 9 INCLUSIVE, BLOCK 3, TOGETHER WITH THAT PORTION OF RAILROAD AVENUE ABUTTING THEREON AS VACATED BY THE CITY OF PORT ANGELES IN THE YEAR 1914 BY ORDINANCE NO. 472, EXCEPT RIGHT OF WAY FOR RAILROAD AVENUE AS EXISTED IN JANUARY,

1968; ALSO THE NORTHERLY 96 FEET OF LOT 9, BLOCK 2;

ALSO THE NORTHERLY 60 FEET OF THE SOUTHERLY 204 FEET OF LOT 9, BLOCK 2; ALL IN PORT ANGELES TIDELANDS EAST OF LAUREL STREET, CLALLAM COUNTY,    WASHINGTON,    ACCORDING    TO    THE    OFFICIAL    PLAT    THEREOF

RECORDED IN THE OFFICE OF THE COMMISSIONER OF PUBLIC LANDS AT OLYMPIA, WASHINGTON ON MARCH 9, 1894.

SITUATE IN THE COUNTY OF CLALLAM, STATE OF WASHINGTON. PARCEL "B":

THAT PORTION OF VACATED CHASE STREET IN THE CITY OF PORT ANGELES LYING BETWEEN THE NORTH LINE OF FRONT STREET AND THE SOUTH LINE OF RAILROAD AVENUE, AS IT EXISTED IN DECEMBER, 1967.

SITUATE IN THE COUNTY OF CLALLAM, STATE OF WASHINGTON.

12. Red Lion Hotel Richland

LOTS 5 AND 6, BLOCK 630, PLAT OF RICHLAND, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUMES 6 AND 7 OF PLATS, RECORDS OF BENTON COUNTY, WASHINGTON, TOGETHER WITH THAT PORTION OF VACATED KNIGHT STREET, VACATED BY THE CITY OF RICHLAND, A MUNICIPAL CORPORATION BY ORDINANCE NO. 61.76, RECORDED AUGUST 1976 UNDER AUDITOR’S FILE NO. 709789, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF LOT 5, BLOCK 630, PLAT OF RICHLAND; THENCE NORTH 89°12’07" EAST A DISTANCE OF 2.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0°49’50" WEST A DISTANCE OF 45.00 FEET; THENCE NORTH 89°12’07" EAST A DISTANCE OF 163.00 FEET; THENCE SOUTH 0°49’50" EAST A DISTANCE OF 45.00 FEET; THENCE SOUTH 89°12’07" WEST A DISTANCE OF 163.00 TO THE TRUE POINT OF BEGINNING; AND TOGETHER WITH AN ALLEY OVER AND ACROSS LOT 5, BLOCK 630, PLAT OF RICHLAND, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 5, THE TRUE POINT OF BEGINNING; THENCE SOUTH 00°49’50" EAST, A DISTANCE OF 100.01 FEET; THENCE SOUTH 89°12’24" WEST, A DISTANCE OF 25.00 FEET; THENCE NORTH 00°49’50" WEST A DISTANCE OF 100.01 FEET; THENCE NORTH 89°12’07" EAST, A DISTANCE OF 25.00 FEET TO THE TRUE POINT OF BEGINNING.

BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF THAT CERTAIN LOT 6, BLOCK 630, AS SHOWN ON THE PLAT OF RICHLAND RECORDED IN VOLUMES 6 AND 7 OF PLATS IN BENTON COUNTY, WASHINGTON; THENCE FROM THE POINT OF BEGINNING ALONG THE NORTHERLY, EASTERLY, SOUTHERLY AND WESTERLY LINES OF LOTS 6 AND 5, AND A PORTION OF VACATED KNIGHT STREET THE FOLLOWING COURSES AND DISTANCES:

NORTH 89°12’54" EAST 319.83 FEET; SOUTH 02°13’05" EAST 268.80 FEET; SOUTH

00°31’38" EAST 501.90 FEET; SOUTH 34°40’08" WEST 43.13 FEET; SOUTH 63°22’42"

WEST 150.64 FEET; NORTH 00°49’50" WEST 112.81 FEET; SOUTH 89°12’24" WEST

165.00 FEET; NORTH 00°49’50" WEST 100.00 FEET; NORTH 89°12’07" EAST 2.00 FEET; AND NORTH 00°49’50" WEST 658.61 FEET TO THE SAID POINT OF BEGINNING.

21

EXHIBIT B

Form of Deed

AFTER RECORDING RETURN TO:

Attention:

SPECIAL WARRANTY DEED

Grantor: Grantee:

Abbreviated Legal Description:

Complete legal description is on Schedule A.

Assessor’s Property Tax Parcel Account Number(s):

Reference Numbers of Documents Assigned or Released (if applicable): n/a

, LLC, a Delaware limited liability company (“Grantor”), as a contribution to the capital of, a Delaware limited liability company (the "Grantee"), contributes, conveys and confirms to Grantee the real property described on Schedule Aattached hereto and made a part hereof (the “Real Property”) TOGETHER WITH, all tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining, SUBJECT TO all matters described on Schedule Battached hereto and made a part hereof.

Grantor, for itself and for its successors in interest, does by these presents expressly limit the covenants of this Deed to those herein expressed, and excludes all covenants arising or to arise by statutory or other implication, and does hereby covenant that against all persons lawfully claiming or to claim by, through or under said Grantor, and not otherwise, it will forever warrant and defend the Real Property.

By accepting this Deed, Grantee acknowledges that Grantee has had adequate opportunity to inspect the property conveyed herein as well as all improvements located thereon.

.

TO HAVE AND TO HOLD the Real Property and all appurtenances, rights, privileges and immunities thereto incident unto Grantee, and to Grantee’s successors and assigns forever.

[Remainder of page left intentionally blank]

Dated thisday of, 2014

, LLC

By:

Its:

STATE OF WASHINGTON    )

(i) )    ss:

COUNTY OF KING    )

I certify that I know or have satisfactory evidence thatis the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute this instrument and acknowledged it as the authorized representative of, LLC, a Delaware limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument.

DATED:, 2014.

Print Name: NOTARY PUBLIC in and for the State of Washington, residing at My Appointment expires:

Schedule A to Form of Deed Legal Description

See Exhibit A.

Schedule B to Form of Deed Permitted Exceptions

Spokane:

1.Reservation as contained in the Resolution adopted by the City Council of the City of Spokane January 9, 1906, No. A2244, filed March 15, 1918 and recorded April 1, 1918, in Volume "S" of Miscellaneous Records, Page 350, under Recording No. 524839, as follows:

The City of Spokane reserves the right to construct and maintain in North River Avenue and North Center Street such sewers as may be necessary for an outlet to Spokane River for any sewer systems adopted by the City for that portion thereof now embraced in the Fifty Ward, or any part thereof

2. Easement, including terms and provisions contained therein:

Recording Information: December 2, 1948 under Recording No. 852724A In Favor of:    City of Spokane, a municipal corporation

For: The right, easement and authority to lay out construct, reconstruct, operate and maintain a sewer, together with all rights incidental thereto

3. Easement, including terms and provisions contained therein:

Recording Information: May 24, 1949 under Recording No. 880965A In Favor of:    City of Spokane

For:    Sewer line

4. Reservations and exceptions, including the terms and conditions thereof: Reserving:    Minerals

Reserved By:    City of Spokane, a municipal corporation Recorded:        June 13, 1972

5. Reservations and exceptions, including the terms and conditions thereof: Reserving:    Minerals

Reserved By:    Union Pacific Land Resources Corporation Recorded:        April 28, 1982

6. Easement, including terms and provisions contained therein:

Recording Information: May 4, 1984 under Recording No. 8405040159 In Favor of:    The City of Spokane, a municipal corporation

For: a 25 foot easement for the construction and maintenance of a public water main

7.The terms, provisions and easement(s) contained in the document entitled "Agreement" recorded May 4, 1984 as Recording No. 8405040160 of Official Records.

8.The terms and provisions contained in the document entitled "Agreement" recorded May 4, 1984 as Recording No. 8405040161 of Official Records.

9.The terms and provisions contained in the document entitled "Agreement" recorded June 6, 1988 as Recording No. 8806060131 of Official Records.

10.The terms, provisions and easement(s) contained in the document entitled "Easement" recorded April 13, 2001 as Recording No. 4575851 of Official Records.

Document(s) declaring modifications thereof recorded March 22, 2002 as Recording No. 4704104 of Official Records.

11.The terms, provisions and easement(s) contained in the document entitled "Parking Agreement" recorded April 13, 2001 as Recording No. 4575852 of Official Records. Document(s) declaring modifications thereof recorded March 22, 2002 as Recording No. 4704105 of Official Records.

12.The terms and provisions contained in the document entitled "Waterline Agreement" recorded April 13, 2001 as Recording No. 4575853 of Official Records.

13.Terms, covenants, conditions and restrictions as contained in recorded Lot Line Adjustment (Boundary Line Revision) Z01B0068 :

Recorded:    July 16, 2001

Recording Information: 4609148

14.The terms, provisions and easement(s) contained in the document entitled "Parking Agreement and Restrictive Covenant" recorded July 25, 2001 as Recording Nos. 4613090 and 4613091 of Official Records.

15.Any question that may arise due to the shifting and/or changing in the course of Spokane River.

16.Right of the State of Washington in and to that portion, if any, of the property herein described which lies below the line of ordinary high water of Spokane River.

17.Rights of the general public to the unrestricted use of all the waters of a navigable body of water not only for the primary purpose of navigation, but also for corollary purposes; including (but not limited to) fishing, boating, bathing, swimming, water skiing and other related recreational purposes, as those waters may affect the tidelands, shorelands or adjoining uplands and whether the level of the water has been raised naturally or artificially to a maintained or fluctuating level, all as further defined by the decisional law of this state. (Affects all of the premises subject to such submergence)

18. Any facts, rights, interests or claims that may exist or arise by reason of the following matters

disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 02, 2014, last revised November, 2014, designated Job Number 01-561-2014:

(A)Brick paving crosses onto the southern side of the subject property without noted easement;

(B)Four-foot vinyl fences cross onto the southeastern side of the subject property; (C) Concrete paving, ownership unknown, crosses through the northwestern corner of the northeastern portion of Parcel A; (D) Concrete sidewalk crosses onto the northwestern side of the southern portion of Parcel A; (E) Six-foot wood fence and concrete paving cross the southern boundary line onto adjoining property by 4.3 feet; (F) Five-foot wood fence crosses the southern boundary

line onto adjoining property by 1.4 feet; (G) Gas valve assembly lies upon the southern boundary line; (H) Multiple parking spaces cross the northern, western, and eastern boundary lines of the northeastern portion of Parcel A; (I) “Park & Lock” sign and pay box lie over the southwestern boundary line of the northwestern portion of Parcel A into North River Drive right-of-way; (J) Building lies over the sewer easements noted in Schedule B items 5 and 6; (K) Northern portion of the building and building canopy are into the 25-foot sewer easement noted in Schedule B item 10; (L) Southwestern corner of the building is into the 25-foot water easement noted in Schedule B item 9; (M) Electric/telephone line, power pole, and guy wire along the northwestern side of the subject property lack any easement.

Salt Lake City:

1.Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the issuance thereof, water rights, claims or title to water.

2.An easement over, across or through the land for right of way and incidental purposes, as granted to California Oil Company, a corporation doing business as Standard Oil Company of California by Instrument recorded April 02, 1965 as Entry No. 2072320 in Book 2311 at Page 514 of Official Records.

3.Terms and conditions of Abstract of Findings and Order recorded July 09, 1969 as Entry No. 2294743 in Book 2770 at Page 391 of Official Records.

4.An easement over, across or through the land for communication and incidental purposes, as granted to The Mountain States Telephone and Telegraph Company, a Colorado corporation by Instrument recorded September 12, 1969 as Entry No. 2302760 in Book 2788 at Page 308 of Official Records.

5.Terms and conditions of Abstract of Findings and Order recorded April 13, 1970 as Entry No. 2328061 in Book 2846 at Page 452 of Official Records.

6.An easement over, across or through the land for communication and incidental purposes, as granted to The Mountain States Telephone and Telegraph Company, a Colorado corporation by Instrument recorded August 20, 1970 as Entry No. 2346668 in Book 2890 at Page 120 of Official Records.

7.An easement over, across or through the land for communication and incidental purposes, as granted to The Mountain States Telephone and Telegraph Company, a Colorado corporation by

Instrument recorded November 17, 1970 as Entry No. 2358914 in Book 2916 at Page 665 of Official Records.

8.An easement over, across or through the land for communication and incidental purposes, as granted to The Mountain States Telephone and Telegraph Company, a Colorado corporation by Instrument recorded November 17, 1970 as Entry No. 2358916 in Book 2916 at Page 667 of Official Records.

9.An easement over, across or through the land for gas transmission and incidental purposes, as granted to Mountain Fuel Supply Company, a Corporation of the State of Utah by Instrument recorded November 28, 1972 as Entry No. 2502081 in Book 3208 at Page 140 of Official Records.

A Quit Claim Deed, which purports to eliminate a portion of the easement, recorded May 22, 1973 as Entry No. 2541355 in Book 3331 at Page 249 of Official Records.

10.An easement over, across or through the land for gas transmission and incidental purposes, as granted to Mountain Fuel Supply Company, a Corporation of the State of Utah by Instrument recorded April 19, 1973 as Entry No. 2533452 in Book 3306 at Page 8 of Official Records.

11.An easement over, across or through the land for gas transmission and incidental purposes, as granted to Mountain Fuel Supply Company, a Corporation of the State of Utah by Instrument recorded April 19, 1973 as Entry No. 2533453 in Book 3306 at Page 9 of Official Records.

12.An easement over, across or through the land for communication and incidental purposes, as granted to The Mountain States Telephone and Telegraph Company, a Colorado corporation by Instrument recorded December 07, 1973 as Entry No. 2586658 in Book 3472 at Page 5 of Official Records.

13.The effects, if any, of that certain Declaration of Closure of Right of Way and Merger of Title, executed by Tri-Arc Hotel Associates, a limited partnership recorded June 10, 1981 as Entry No. 3573333 in Book 5258 at Page 99 of Official Records.

14.Terms and conditions of Abstract of Findings and Order recorded September 21, 1990 as Entry No. 4968229 in Book 6254 at Page 1432 of Official Records.

15.Vehicular access is limited to openings permitted by the Utah State Department of Transportation in accordance with Section 41-6a-714, Utah Code Annotated, as amended 2005.

16.Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Clark Surveying – Mapping - Geospatial on October 7, 2014, last revised October 15, 2014, designated Job Number 14616:

(A) Adjoiner’s building in the southeasterly corner of Parcel 2 extends over boundary line to the north onto the subject property by 2.6; (B) The building extends over a portion of the easement shown in paragraph 15; (C) The building extends over a portion of the easement shown in paragraph 20; (D) The building extends over a portion of the easement shown in paragraph 23.

Boise:

1.General and Special Taxes for the year 2014, an accruing lien not due or payable until the fourth Monday in November 2014 when the bills are issued, the first half of which is not delinquent until after December 20, 2014.

2. Easements, reservations, restrictions and dedications as shown on the plat of said Subdivision.

3. Easement, including terms and provisions contained therein: Recording Information:    605221

In Favor of:    Boise City

For:    sewer lines

4. Easements, reservations, restrictions and dedications as shown on the plat of said Subdivision.

5.An unrecorded lease dated January 1, 1981, executed by J. Howard Hill and Rosemary Hill, husband and wife as lessor and Tod E. McClaskey and Edward H. Pietz, doing business as partners as lessee, as disclosed by a Memorandum of Lease recorded May 13, 1981 as 8120564 of Official Records.

Modification and/or amendment by instrument: recorded May 23, 1995 Recording Information: 95034729

The lessee’s interest under said Lease has been assigned to RLH Partnership, L.P., a Delaware limited partnership by mesne assignments of recorded the last of which recorded August 2, 1995, as Instrument No. 95053144, Records of Ada County, Idaho.

Lessor’s Assignment of the Interest of Jay H. Hill aka J. Howard Hill, deceased, to Rosemary H. Hill by Decree, recorded as Instrument No. 111016398, Records of Ada County, Idaho.

Lessee’s Assignment and Assumption Agreement to WHC809, LLC, a Delaware limited liability company, recorded November 3, 2011, as Instrument No. 111089852, Records of Ada County, Idaho.

Amendment to said Lease, recorded December 16, 2011, as Instrument No. 111102774, Records of Ada County, Idaho.

6.An Option as contained in the insured Lease, dated January 1, 1981, executed by J. Howard Hill and Rosemary Hill, husband and wife, as Lessor, and by Tod E. McClaskey and Edward H. Pietz, doing business as partners under the name of Red Lion Motor Inn/Downtowner, as Lessee, forthe period and upon the terms, conditions, and covenants therein contained, recorded May 13, 1981, as Instrument No. 8120564, and Amended by an instrument recorded May 23, 1995, as Instrument No. 95034729, Records of Ada County, Idaho.

An Assignment of the Option recorded April 10, 1985, as Instrument No. 8518991, and further

assigned by document recorded August 2, 1995, as Instrument No. 95053144, Records of Ada County, Idaho.

7.An unrecorded lease dated , executed by RLH Partnership, L.P., a Delaware limited partnership as lessor and Red Lion Hotels, Inc., a Delaware corporation as lessee, as disclosed by a Memorandum of Lease/Sub-Lease recorded August 2, 1995 as 95053145 of Official Records.

Amended by Memorandum of Amendment to Lease, recorded November 12, 1996, as Instrument No. 96093520, Records of Ada County, Idaho.

8.Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 7, 2014, last revised November 20, 2014, designated Job Number 14-1880F:

(A) Trash area and wall on the western side of Parcel 2 crosses the western boundary line into public right-of-way by 13 feet; (B) Multiple landscape areas and curbs along the northern sides of Parcels 3 and 5 crosses the boundary line onto adjoining property; (C) Curbing along the southern sides of Parcels 3 and 5 crosses the southern boundary line into public right-of-way; (D) Curbing along the southeastern corner of Parcel 4 crosses the eastern boundary line onto adjoining property; (E) Canopy on the southeastern side of hotel building crosses the eastern boundary line onto adjoining property; (F) Curbing southeast of hotel building crosses the eastern boundary line onto adjoining property; (G) 6-foot wood fence on the western side of Parcel 2 crosses the western boundary line into public right-of-way by 5.3 feet; (H) Steel tank on the western side of Parcel 2 crosses the western boundary line into public right-of-way by 4.4 feet; (I) Canopy and hotel building lie over the sewer easement noted in Schedule B item 4; (J) Overhead electric and telephone lines cross through the southeastern corner of Parcel 1 without easement; (K) Canopy on the southeastern side of the hotel building crosses the building setback line.

Bend:

1.Taxes for the fiscal year 2014-2015 a lien due, but not yet payable.

2.Easements for utilities over and across the premises formerly included within the boundaries of Alley now vacated, if any such exists.

3. Red Lion Roof Overhang License, including terms and provisions thereof. Recorded:    March 09, 2000 as Volume 2000, Page 9063

4.Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 09, 2014, last revised November 11, 2014, designated Job Number 14-1880E:

(A) Sidewalks cross the boundary lines onto the northern, eastern, and western sides of the subject property; (B) Power transformer on the northern portion of the subject property lacks any easement; (C) Southeastern side of the southernmost building crosses the 10-foot building setback line by 0.1 foot.

Coos Bay:

1.Water rights, claims to water or title to water, whether or not such rights are a matter of public record.

2. Taxes for the fiscal year 2014-2015 a lien due, but not yet payable.

3.A perpetual right and easement to construct, maintain, repair and have free access to all slopes of cuts of fills for a width of 10 feet outside Southwesterly boundary of right of way of relocated Oregon Coast Highway as occasioned by or resulting from construction, operation or maintenance of a public highway and its appurtenances as granted to the State of Oregon, by

and through its State Highway Commission, including terms and provisions thereof.

Recorded: Book 137, Page 521; Book 138, Page 32; Book 138, Page 425 and Book 137, Page 295, Deed Records of Coos County, Oregon

4.Reservation of utilities in vacated street area, and the right to maintain the same, as set forth in the City of Coos Bay Ordinance No. 1547, including terms and provisions thereof.

Recorded:    May 23, 1941 in Volume 139, Page 274, Records of Coos County, Oregon

5.Reservation of utilities in vacated street area, and the right to maintain the same, as set forth in the City of Coos Bay Ordinance No. 2020, including terms and provisions thereof.

Recorded:    June 18, 1959 in Volume 272, Page 170, Records of Coos County, Oregon

6. Easement, including terms and provisions contained therein:

Recording Information:    March 18, 1971 as Microfilm No. 71-3-56983, Records of

Coos County, Oregon

In Favor of: The City of Coos Bay, Oregon and the City of North Bend, Oregon

7. Easement, including terms and provisions contained therein:

Recording Information:    November 03, 1975 as Microfilm No. 75-11-120750,

Records of Coos County, Oregon

In Favor of:    City of Coos Bay Ordinance No. 2654

For: reservation of utilities in vacated street area, and the right to maintain the same

8. Lease and the terms and conditions thereof:

Lessor:    RLH Partnership, L.P., a Delaware Limited Partnership Lessee:    Red Lion Hotels, Inc., a Delaware Corporation Recorded:    August 02, 1995

Recording Information: 95-08-0081, Records of Coos County, Oregon

9.Easement for slopes as disclosed by instrument recorded August 27, 2012 as Microfilm No. 2012- 7063, Records of Coos County, Oregon.

10.Easement for Work Area as disclosed by instrument recorded August 27, 2012 as Microfilm No. 2012-7063, Records of Coos County, Oregon.

11.Reservation of access rights, as disclosed in Warranty Deed to State of Oregon, by and through its Department of Transportation recorded August 27, 2012 as microfilm no. 2012-7064, Records of Coos County, Oregon.

12.Easement to construct and maintain slopes, including the terms and provisions thereof as disclosed in Warranty Deed to State of Oregon, by and Through its Department of Transportation by instrument recorded August 27, 2012 as microfilm no. 2012-7064, Records of Coos County, Oregon.

13.Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 07, 2014, last revised October 20, 2014, designated Job Number 12-1666:

(A) Sidewalk along the northwestern boundary line of the subject property crosses onto the northwestern side of the subject property; (B) Sidewalk crosses onto the northeastern side of the subject property.

Eureka:

1a. Property taxes, including any personal property taxes and any assessments collected with taxes, for the fiscal year 2014-2015:

1st Installment: $27,414.59, payable but not yet due Delinquent after: December 10, 2014

2nd Installment: $27,414.59, payable but not yet due Delinquent after: April 10, 2015

Land: $1,347,000.00

Structural Improvements: $2,274,500.00 Exemption: $0.00

Personal Property: $1,150,640.00 Fixed Improvements: $366,490.00 Code Area: 003-010

Parcel No.: 002-102-009-000

1b. Property taxes, including any personal property taxes and any assessments collected with taxes, for the fiscal year 2014-2015:

1st Installment: $4,686.79, payable but not yet due Delinquent after: December 10, 2014

2nd Installment: $4,686.79, payable but not yet due Delinquent after: April 10, 2015

Land: $78,500.00

Structural Improvements: $800,000.00 Exemption: $0.00

Personal Property: $0.00 Fixed Improvements: $0.00

Code Area: 003-010

Code Area: 002-102-003-000

2.The lien of Supplemental Taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California.

3.The fact that the land herein described lies within the boundaries of the Project Area described in the Ordinance No. 224-C.S. of the City of Eureka, amendment adopted December 4, 1973, entitled "An Ordinance of the City of Eureka Approving and Adopting the Redevelopment Plan for the Eureka Tomorrow Redevelopment Project", a certified copy of which was recorded July 3, 1975, in Book 1296, Page 184, of Official Records, under Recorder’s Serial No. 11030, Humboldt County Records, as amended and restated by a certified copy of Statement recorded August 01, 2005, as Instrument No. 2005-25697-43, Humboldt County Records.

A certified copy of an Ordinance adopting an amendment to the Plan was recorded July 28, 2005, as Instrument No. 2005-25265-9, Humboldt County Records.

4.Reservations of permanent easements for the purposes enumerated in Section 8330 of the Streets and Highways Code of the State of California and of rights possessed by Pacific Gas and Electric Company and the Pacific Telephone and Telegraph Company, a California corporation, pursuant to existing franchises and renewals thereof for gas pipe lines, telegraphic and telephone lines and electric lines, with appurtenant rights, within the 20 foot alley running East and West through the center of the land herein described, all as reserved in the resolutions vacating said alleys, recorded February 02, 1973 in Book 1176 of Official Records, Page 183, Humboldt County Records, and February 16, 1973 in Book 1178 of Official Records, Page 24, Humboldt County Records, and May 04, 1973 in Book 1190 of Official Records, Page 105, Humboldt County Records.

5.An easement for the purpose shown below and rights incidental thereto as set forth in a Document:

Granted to:    City of Eureka

Purpose:    public utilities

Recorded: April 09, 1974 in Book 1234 of Official Records, Page 33, Humboldt County Records

6.Covenants, conditions and restrictions (deleting therefrom any covenants or restrictions based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, genetic information, gender, gender identity, gender expression, source of income as defined in subdivision (p) of Section 12955, ancestry, handicap, or national origin "unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons") as set forth in the Document:

Recorded: June 10, 1981 in Book 1645 of Official Records, Page 710, under Recorder’s Serial No. 10890, Humboldt County Records.

7.Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 01, 2014, last revised October 15, 2014, designated Job Number 03-699B:

(A) Canopy on the northeastern side of the subject property crosses the eastern boundary line by a maximum of 0.8 feet into .V. Street right-of-way; (B) Sidewalk along the southern side of building crosses the eastern boundary line into .V. Street right-of-way; (C) Canopy on the southern side of the building lies over the easements noted in Schedule B item 4.

Redding:

1.General and special taxes and assessments for the fiscal year 2014-2015, a lien not yet due or payable.

2.A notice of assessment recorded February 02, 2011 as Instrument No. 2011-3524 and recorded February 02, 2011 as Instrument No. 2011-3529, both of Official Records, executed by City of Redding, Shasta County.

3.The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

4.Abutter’s rights of ingress and egress to or from FREEWAY have been relinquished in the document recorded JANUARY 18, 1961 as BOOK 655, PAGE 316 of Official Records.

5.A waiver of any claims for damages by reason of the location, construction, landscaping or maintenance of a contiguous freeway, highway, roadway or transit facility as contained in the document recorded JANUARY 18, 1961 as BOOK 655, PAGE 316 of Official Records.

6.An easement for Undisclosed easement and incidental purposes, recorded April 9, 1968 in Book 949, Page 371 of Official Records.

In Favor of:    Standard Oil Company of California

7.An easement for utility purposes and incidental purposes, recorded June 30, 1971 in Book 1073, Page 529 of Official Records.

In Favor of:    Levitt and Sons of California, Inc., a corporation

8.An easement for utility easement, 5 feet in width and incidental purposes, recorded July 13, 1972 in Book 1125, Page 146 of Official Records.

In Favor of:    City of Redding

9.The fact that the land lies within the boundaries of the Canby-Hilltop-Cypress Redevelopment Project Area, as disclosed by the document recorded July 21, 1981 in Book 1826, Page 269 of Official Records.

10.An easement for general utility and incidental purposes, recorded July 27, 1982 in Book 1902,

Page 543 of Official Records.

In Favor of:    City of Redding

11.An easement for public services and incidental purposes, recorded June 20, 2008 as Instrument No. 2008-0021315 of Official Records.

In Favor of:    Redding Redevelopment Agency, an Agency of the State of California

A document recorded September 8, 2008 as Instrument No. 2008-0030866 of Official Records provides that the interest of the easement holder was transferred to City of Redding, a municipal corporation of the State of California.

12.Rights of the public in and to that portion of the land lying within STREET, ROAD, HIGHWAY AND/OR FREEWAY.

13. Water rights, claims or title to water, whether or not shown by the public records.

14.Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 1, 2014, last revised October 13, 2014, designated Job Number 03-699A:

(A) Fence, overhead sign and parking on the westerly side of the subject property extend over the boundary line into the Interstate 5 right of way; (B) 2 story building on the northwesterly portion of the property is into utility easement item 8 of the Schedule B.

Post Falls:

1.Any claim arising from the difference in the mean high water line of the Spokane River and the meander line as shown by the Original Government Survey.

2.Title to the State of Idaho to the bed of Spokane River, a navigable body of water, to the natural or ordinary high water line.

3.Easement granted to The Washington Water Power Company recorded April 4, 1946, in Book 130 of Deeds, Page 289.

4.Easement granted to The Washington Water Power Company, recorded April 13, 1959, in Book 177 of Deeds, Page 494.

5.Easement for Ingress and Egress and Utilities granted to The Greenview Condominium Owners Association, contained in Warranty Deed recorded April 24, 1985, as Instrument No. 1006022.

6.Covenants, conditions, easements and restrictions on the recorded plat of said subdivision but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, or national origin to the extent such covenants, conditions or restrictions violate 42 USC 3604(c).

7. Negative Covenant, Conditions and Restrictions recorded as Instrument No. 1023529, but

omitting any covenant, condition or restriction based on race, color, religion, sex, handicap, familial status, or national origin to the extent that such covenants, conditions or restrictions violate 42 USC 3604(c).

8.Easement for Maintenance, construction and control of landscaping, improvements and the existing roadway granted to Greenview Condominium Owners Association, Inc., recorded September 27, 1985, as Instrument No. 1023530.

9.Easement granted to The Washington Water Power Company, recorded August 10, 1987, as Instrument No. 1092571.

10.Sewer Agreement upon the terms, conditions and provisions contained therein: Parties: Templin’s Resort, Inc. and Greenview Condominium Owners Association, Inc. Recorded: September 19, 1988, Instrument No. 1129187.

11.Settlement Agreement upon the terms, conditions and provisions contained therein: Parties:    State of Idaho, Templin’s Resort and Conference Center, Inc., and Washington Water Power Company

Recorded:    March 13, 1989, Instrument No. 1143123

12.Easement disclosed by Order Approving Settlement, recorded March 16, 1989, as Instrument No. 1143422.

Said document was amended and recorded December 14, 1990, as Instrument No. 1203869.

13.Easement for Grant of Sewer granted to Templin’s Resort and Conference Center, Inc., an Idaho Corporation and Robert G. Templin and Mary W. Templin, husband and wife, recorded April 23, 1993, as Instrument No. 1301726.

14.Easement for Public Utility purposes over, under and across the vacated portion reserved by Ordinance 483, recorded July 26, 1985, as Instrument No. 1016331.

15.Encroachment Permit Number L-95-S-3036G, recorded April 13, 2006 as Instrument No. 2025016000.

16.Encroachment Permit Number L-95-S-3036H, recorded August 26, 2008 as Instrument No. 2175327000.

17.Encroachment Permit Number L-95-S-5320 recorded January 15, 2009 as Instrument No. 2192637000.

18.Encroachment Permit Number L-95-S-30361 recorded May 8, 2009 as Instrument No. 2210319000.

19. Any facts, rights, interests or claims that may exist or arise by reason of the following matters

disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 10, 2014, last revised October 16, 2014, designated Job Number 14-1880A:

(A) Wood decks cross the southwestern boundary line of the subject property onto adjoining property by a maximum of 13.7 feet; (B) Concrete surface and 8-inch concrete wall cross the southwestern boundary line of the subject property onto adjoining property by a maximum of 9.7 feet; (C) 8-inch concrete wall crosses the southwestern boundary line of the subject property onto adjoining property; (D) Fences, ownership unknown, lie a maximum of 01.6 feet east of the eastern boundary line onto adjoining property; (E) Fence along the northern side of the subject property crosses the eastern boundary line onto adjoining property.

Olympia:

1.Easements and dedications contained on the face of the plat of Evergreen Park recorded in Volume 16 of Plats, page 61, in Thurston County, Washington:

An easement is hereby reserved by Puget Sound Power & Light Company and Pacific Northwest Bell Telephone Company and their respective successors and assigns under and upon the exterior 5 feet of front and rear boundary lines and under and upon the exterior 2.5 feet at side boundary lines of all lots, in which to install, lay, construct, renew, operate and maintain underground conduits cables and wires with facilities and other equiptment for the purpose of serving the subdivision and other property with electric and telephone service; together with all rights to enter upon the lots at all times for the purposes stated. All permanent utility services shall be provided by underground service exclusively.

The right to make all necessary slopes for cuts or fills upon the lots and blocks shown on the plat in the reasonable original grading of all streets, lanes, drives etc, shown hereon and also dedicates to the public the easements shown hereon for the purposes of maintaining, operating and repairing the utilities contained in said easements.

2. Easement, including terms and provisions contained therein:

Recording Information: November 4, 1970 as Recording No. 832206 In Favor of:    Puget Sound Power and Light Company

For:    Electric transmission and distribution line

3.Right to make necessary slopes for cuts or fills upon said premises for sanitary sewer main trunk as granted by deed recorded May 31, 1972 under recording no. Recording No. 866856.

4.Covenants, conditions, restrictions, easements and assessments in the document recorded July 20, 1973 as Recording Nos. 894488 and 894506 of Official Records, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

Document re-recorded August 7, 1973 as Recording No. 895640 of Official Records.

Amended by Ordinance No. 4026 recorded August 1, 1977 as Recording No. 1006390 of Official Records.

5. Easement, including terms and provisions contained therein:

Recording Information: February 6, 1974as Recording No. 905921 In Favor of:    The State of Washington

6. Easement, including terms and provisions contained therein:

Recording Information: November 3, 1978 as Recording No. 1057433

In Favor of:        Adjacent property owners (being the owners of Lot 8) For:    Ingress, egress and utilities

7. Easement, including terms and provisions contained therein:

Recording Information: April 5, 1985 as Recording No. 8504050052 In Favor of:    Adjacent property owners

8.The terms and provisions contained in the document entitled "Road Maintenance Agreement" recorded March 24, 1987 as Recording No. 8703240145 of Official Records.

9. Covenants, conditions, restrictions and/or easements: Recorded:    March 24, 1987

Recording No.:    Recording No. 8703240146

10. Easement, including terms and provisions contained therein:

Recording Information: October 9, 2001 as Recording No. 3384366

In Favor of:    Puget Sound Energy, Inc., a Washington corporation

For:    Utility systems for transmission, distribution and sale of gas

11.Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 08, 2014, designated Job Number 14-1880C:

(A) Sidewalk crosses the boundary line onto the northwestern side of the subject property; (B) Sidewalk crosses the boundary line onto the western panhandle of the subject property; (C) Parking striping along the northern side of the subject property crosses the northern boundary line onto adjoining property; (D) Chain link fence along the southeastern side of the subject property crosses the southern boundary line by a maximum of 1.4 feet onto adjoining property;

(E) Red Lion Hotel and Morris Business Park Red Lion Hotel sign lie south of the southern boundary line of the western panhandle of the subject property; (F) Hotel building is into the underground electric easement noted in Schedule B item 6 by a maximum of 170.8 feet; (G) Subject property has physical access over Lots 9 and 10 without noted easement.

Pasco:

1. Relinquishment of all existing and future rights to light, view and air, together with rights of

access to and from the state highway constructed on lands conveyed by instrument: Recorded: March 27, 1961, October 31, 1963 and August 2, 1983

Recording No.:    222782, 253867 and 426650

2. Exceptions and Reservations as contained in Deed: From:    United States of America

Recorded:    May 17, 1963

3. Easement, including the terms and provisions contained in document: Recorded:    July 23, 1963

Recording No.:    250542

In Favor of:    Port of Pasco

For: Various rights relating to use and operation of the Pasco Municipal Airport

4. Easement, including the terms and provisions contained in document: Recorded:    June 8, 1964

Recording No.:    261892

In Favor of: Public Utility District No. 1 of Franklin County, Washington, a municipal corporation

Note: A partial release of said easement recorded May 15, 1968 under Recording No. 308418.

5. Easement, including the terms and provisions contained in document: Recorded:    January 31, 1968

Recording No.:    306312

In Favor of: Public Utility District No. 1 of Franklin County, Washington, a municipal corporation

6. Easement, including the terms and provisions contained in document: Recorded:    October 6, 1979

Recording No.:    397328

In Favor of:    City of Pasco

For:    Water and sewer lines

7. Covenants, Conditions, Restrictions and/or easements in the Contract of Sale: Recording No.:    397328

8. Concomitant Zoning Agreement and the terms and provisions thereof Between:    City of Pasco

And:    Remsco, Inc.

Dated:    December 3, 1979

Recorded:    December 5, 1979

Recording No.:    397315

9. Easement, including the terms and provisions contained in document:

Recorded:    July 15, 1981

Recording No.:    411856

In Favor of: Public Utility District No. I of Franklin County, Washington, a municipal corporation

10. Easement, including the terms and provisions contained in document: Recorded:    July 15, 1981

Recording No.:    411857

In Favor of: Public Utility District No. I of Franklin County, Washington, a municipal corporation

11. Easement, including the terms and provisions contained in document: Recorded:    October 18, 1983

Recording No.:    427845

In Favor of:    City of Pasco

For:    Exclusive public utility easement for a waterline

12. Easement, including the terms and provisions contained in document: Recorded:    July 26, 1990

Recording No.:    473258

In Favor of:    City of Pasco

For:    Sanitary sewer and other public utility services

13. Easement, including the terms and provisions contained in document: Recorded:    June 16, 2003

Recording No.:    1626268

In Favor of:    Red Lion Hotels, Inc.

For:    A non-exclusive easement

14.Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 8, 2014, last revised October 13, 2014, designated Job Number 14-1880D:

(A) Fence, ownership unknown, lies a maximum of 0.6’ northeast of the northeastern boundary line of the subject property onto adjoining property; (B) Concrete surface along the southeastern side of the subject property crosses the eastern boundary line onto adjoining property; (C) Gravel and asphalt surfaces cross the southeastern boundary line of the subject property onto adjoining property; (D) Fence, ownership unknown, lies south of the southern boundary line into public right-of-way; (E) Two signs along the western side of the subject property cross the western boundary line by a maximum of 12.1 feet; (F) Western side of Roasters Coffee building in the northwestern portion of the subject property is into the sewerline easement noted in Schedule B item 12; (G) Multiple buildings lie over the sewerline easement noted in Schedule B item 6; (H) Central portion of the main hotel building is into the utility easement noted in Schedule B item 10; (I) Northeastern side of hotel building is into the P.U.D. right-of-way easement noted in Schedule B item 5; (J) Multiple storm sewer manholes on the subject property lack any easement; (K) Red Lion sign in the southeastern corner of the subject property lies over the easements noted in Schedule B items 4 and 9.

Port Angeles:

1. Easement, including terms and provisions contained therein: Recorded:    December 2, 1940

Recording No.:    192384

In favor of:    The City of Port Angeles

For:    To dump and fill dirt

2. Easement, including terms and provisions contained therein: Recorded:    July 11, 1950

Recording No.:    255062

In favor of: Chicago, Milwaukee, St. Paul and Pacific Railroad Company, a Wisconsin corporation

For:    To construct and maintain a fill

3. Easement, including terms and provisions contained therein: Recorded:    July 11, 1950

Recording No.:    255064

In favor of: Chicago, Milwaukee, St. Paul and Pacific Railroad Company, a Wisconsin corporation

For:    To construct maintain in fill

4.Use of existing Front Street Driveway for access to owners parking lot access in or out for their business granted by instrument recorded June 10, 1968 under Auditor’s File No. 382093 to Percy Bork and William Bork.

5. Easement, including terms and provisions contained therein: Recorded:    March 17, 1987

Recording No.:    588978

In favor of:    City of Port Angeles

For:    Utility Purposes

6. Easement, including terms and provisions contained therein: Recorded:    December 6, 1988

Recording No.:    611017

In favor of:    The City of Port Angeles

For:    Electric transmission line or system

7.Right of the Owners or tenants of the Southerly 144 feet of Lot 9, Block 2 (Parker Paints) in and to a Southerly portion of said premises lying within Lot 9, Block 2 for parking purposes, as disclosed by Survey recorded in Volume 33 of Surveys, Page 73.

8. Easement, including terms and provisions contained therein: Recorded:    May 3, 1996

Recording No.:    738586

In favor of:    City of Port Angeles, a municipal corporation

For:    Storm drain improvements

9. Easement, including terms and provisions contained therein: Recorded:    July 10, 1998

Recording No.:    1998 1012208

In favor of:    The City of Port Angeles

For: An overhead and/or underground electric transmission and distribution line or system

10. Easement, including terms and provisions contained therein: Recorded:    July 24, 1998

Recording No.:    1998 1012774

In favor of:    Northland Cable Television, Inc.

For:    Cable facilities

11.Any lien of liens that may arise or be created in consequence of or pursuant to an act of the legislature of the State of Washington entitled "An act prescribing the ways in which waterways for the uses of navigation may be excavated by private contract, providing for liens upon lands belonging to the state, granting rights of ways across land belonging to the state, approved March 9, 1893.

12.Rights of the general public to the unrestricted use of all the waters of a navigable body of water not only for the primary purpose of navigation, but also for corollary purposes; including (but not limited to) fishing, boating, bathing, swimming, water skiing and other related recreational purposes, as those waters may affect the tidelands, shore lands or adjoining uplands and whether the level of the water has been raised naturally or artificially to a maintained or fluctuating level, all as further defined by the decisional law of the state. (Affects all of the premises subject to such submergence)

13.Terms, provisions and reservations under the Submerged Land Act (43 U.S.C.A. Sections 1301 through 1311) and the rights of the United States of America to regulate commerce, navigation, flood control, fishing and production of power.

14.Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 01, 2014, last revised October 30, 2014, designated Job Number 03-699C 2014:

(A) Sidewalks cross the boundary line onto the northeastern and eastern sides of the subject property; (B) Concrete pad for propane tanks on the southeastern side of the subject property crosses the southern boundary line into Victoria Street right-of-way by 7.1 feet; (C) 1-story lobby building, restaurant building, and outdoor dining area lie over the 25-foot easement to dump and fill dirt noted in Schedule B item 2; (D) Southeastern side of the northern hotel building is into the utility easement noted in Schedule B items 6; (E) The eastern side of the northern hotel building is into the 20-foot easement to construct and maintain a fill noted in Schedule B items 4.

Richland:

1.Easement and limitations as established in the dedication of "Plat of Richland" as follows: PART A DEDICATION

SECTION 1. Except as provided in Section 2 of this part, each "Street", "Way", "Avenue", "Boulevard", "Lane", and "Place" so designated on the fifty-sic (56) Plat Sheets (those bearing arabic numeral designated only and not those bearing arabic numeral with alphabetical suffix, except 5N) is dedicated to the use of the public forever. Any improvement of those dedicated ways (or portions thereof) shown shaded shall be at the expense of the abutting landowners, subsequent to the United States of America. Prior to acceptance into the public road system, such improvement shall conform to a standard acceptable to the governing municipality.

SECTION 3. Each "Dedicated Pedestrian Right-of-Way", shown by dash-dot-dot lines and designated as such on the Plat, is dedicated to the use of the public forever for pedestrian traffic.

PART B EASEMENTS

SECTION 1. (a) An easement is reserved to the United States of America and its assigns, licenses

or permitees, to operate, maintain, repair, replace, relocate and remove such public utility type facilities as now exist in the area dedicated under Part A above and to install, construct, operate, maintain, repair, replace and remove addition public utility type facilities in said dedicated areas. in no event shall the existence of such facilities prohibit use of the dedicated ways by the public, and any damage caused by the construction, operation, maintenance, repair, replacement, relocation or removal of said facilities shall be repaired by the one causing said damage. The owner of the fee underlying a "Dedicated Pedestrian Right-of Way" shall be restricted as stated in Section 2 of this part.

SECTION 3. Properties affected by this Section are benefited or burdened by special use easements, shown by dash-dot-dot lines and by dashed lines identified as "Irrigation Canal Easements", which easements are more specifically defined as follows:

(a) "Alley"

(1)An easement for all property owners whose property abuts on the "Alley" and for their invitees, to use the area so designated as a secondary means of access.

(2)An easement for the United States of America and its assigns to construct, operate, maintain, repair, replace, remove and relocated public utility type facilities over, under, across and upon said "Alley", In no event shall the existence of such facilities prohibits use of the "Alley" as a secondary means of access. Any damage caused by work upon such facilities shall be repaired by or at the expense or the one causing said damage.

(b) "Street Easement"

(1)An easement of right-of-way for abutting owners and for their invitees as a means of access

between their property and public ways. The "Street Easement" may be improved by the owners of the easement to make it suitable for vehicular and pedestrian traffic.

(2)An easement for the United States of America and its assigns to construct, operate, maintain, repair, replace, remove and relocate public utility type facilities over, under, across and upon the surface of the ground. Any damage caused by work upon such facilities shall be repaired by or at the expense of the one causing said damage.

(c) "Steam Easement"

An easement for the United States of America and its assigns to operate, maintain, repair, replace,or remove underground steam conduits and appurtenances for transmitting steam for heat and power. The owner of the underlying fee shall restricted in use of this area as stated for facilities in Section 2 of Part B.

(h) "Levee Easement"

An easement for the United States of America to construct, maintain, repair, and remove a levee for the control of flood waters. The owner of the fee underlying a "Levee Easement" may use the area affected only as permitted by the owner of the easement.

PART C LIMITATION

Any payment for any liability which may be incurred hereunder by the United States of America will be subject to the availability of appropriations and to a determination under the Federal Tort Claims Act.

2. Limitation set forth in Deed given by the United States of America: Recorded:    May 11, 1959

Recording No.:    416463

As follows: As to that 10.0 foot wide Northwesterly-Southeasterly easement (shown on the Plat by dashed lines and defined in Section 2 of Plat B of Dedication and Easements, as amended, of said Plat), the Grantor limits the use thereof to the installation, operation, maintenance, repair and replacement of public utility pole lines and appurtenances

3.Easement, including the terms and provisions contained in Deed given by the United States of America, reserved to owner or owners of Lots 1 through 6, Block 630 and to the owner of Block 636, for his use and benefit and for the use and benefit of his invitees, to use that portion of the property herein conveyed (Lot 5) which is defined in said Plat as an alley (subsection (a) of Section 3, Part B of Dedication and Easements, as amended) as a secondary means of access:

Recorded:    May 11, 1959

Recording No.:    416463

We note Relinquishment of Easement:

Executed by:    City of Richland

To:    Owner of Lot 5

Recorded:    September 21, 1976

Recording No.:    711571

Whereby the City relinquishes said alley easement over and across Lot 5. We find no relinquishment from the owner or owners of Lots 1, 2, 3, 4 and 6, Block 630 or the owner or owners of Block 636.

4.Easement, including the terms and provisions contained in Deed given by the United States of America:

Recorded:    March 3, 1960

Recording No.:    432755

For: Utilities reserved to the owner or owners of Lots 4 and 5, Block 630, Plat of Richland

5. Easement, including the terms and provisions contained in document: Recorded:    July 26, 1960

Recording No.:    440582

In Favor of:    United States of America

For: To use public utility type facilities in all their existing locations on Lot 6, Block 630, said plat

6. Easement, including the terms and provisions contained in document: Recorded:    August 25, 1976

Recording No.:    709789

In Favor of:    City of Richland, a municipal corporation

For: The construction, repair and maintenance of public utilities and services within that portion of Knight Street vacated by Ordinance No. 61-76

7. Easement, including the terms and provisions contained in document: Recorded:    September 21, 1976

Recording No.:    711571

In Favor of:    City of Richland, a municipal corporation

For: Installation, construction, operation, maintenance, repair, replacement, removal and relocation of facilities over, under and above the relinquished alley easement located in Lot 5

8.Utility easements as delineated on attached ALTA Survey No. 94-24409 appear to encroach the main buildings on the East.

9. Any facts, rights, interests or claims that may exist or arise by reason of the following matters

disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 8, 2014, last revised October 15, 2014, designated Job Number 03-699E 2014:

(A)Intentionally deleted; (B) Asphalt for turn around and planter are over the easterly line; (C) Building overhang is over the easterly line; (D) Sidewalk is over the easterly line; (E) Hot tub and concrete are over the easterly line; (F) Power transformer over the easterly line; (G) Satellite dish fence over the easterly line; (H) Two traffic poles on the southerly portion of said premises for which we find no easement of record.

47

EXHIBIT C

Form of Bill of Transfer

BILL OF TRANSFER

KNOW ALL MEN BY THESE PRESENTS that, a Delaware limited liability company (the “Contributor”), as a contribution to the capital of

, a Delaware limited liability company (the “Acquirer”), and in accordance with and subject to that certain Asset Contribution Agreement dated as of

, 2014 between Red Lion Hotel Corporation and Acquirer (the “Contribution Agreement”), hereby contributes and conveys unto said Acquirer any and all of Contributor’s right, title, and interest in, to the Fixtures, Tangible Personal Property, Documents, and Consumables located at

(collectively, the “Transferred Property”) as is, where is, and without warranty of use, and without warranty, express or implied, of merchantability or fitness for a particular purpose, except as set forth in the Contributions Agreement. All capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Contribution Agreement.

Nothing contained in this Bill of Transfer shall be deemed to limit, waive, or otherwise derogate from any provision in the Contribution Agreement (including, but not limited to, any representations, warranties, or indemnities) by either Contributor or Acquirer and none of such provisions in the Contribution Agreement shall be deemed to have merged into this Bill of Transfer. Contributor and Acquirer will, at the Closing, or at any time or from time to time thereafter, upon request of either party, execute such additional instruments, documents, or certificates as either party deems reasonably necessary in order to convey the Transferred Property to Acquirer hereunder.

In no event shall the direct or indirect partners, shareholders, members, owner, or affiliates, any officer, director, employee, or agent of either Contributor or Acquirer, or any affiliate or controlling person thereof, have any liability for any claim, cause of action, or other liability arising out of or relating to this Assignment or the Transferred Property, whether based on contract, common law, statute, equity, or otherwise.

TO HAVE AND TO HOLD all of said personal property unto Acquirer, its successors, and assigns to its own use forever.

(Remainder of page intentionally left blank; signatures follow.)

IN WITNESS WHEREOF, Contributor has executed this Bill of Transfer as of

, 2014.

, a Delaware limited liability company

By: Name: Title:

49

EXHIBIT D

Form of Assignment and Assumption Agreement

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”)

is being made effective as of, 2014 (the “Effective Date”), by

, LLC, a Delaware limited liability company (“Assignor”) and

, a Delaware limited liability company (“Assignee”), in accordance with that certain Asset Contribution Agreement dated as of, 2014, entered into by and between Red Lion Hotel Corporation and Assignee (the “Contribution Agreement) and located at the property with the commonly known address of

    (the “Hotel”). All capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Contribution Agreement.

As a contribution to the capital of Assignee and in consideration of the mutual covenants and agreements herein contained, Assignor and Assignee hereby covenant and agree as follows:

1.Assignor hereby contributes, conveys and assigns to Assignee all of the right, title, and interest of Assignor, if any, in, to, and under the Hotel Contracts, disclosed on Schedule 5.01(d) of the Contribution Agreement with regard to the Hotel, the Space Leases disclosed on Schedule 5.01(e) of the Contribution Agreement with regard to the Hotel(including any guarantees under the Space Leases), Permits with regard to the Hotel(other than Excluded Permits) and all other Miscellaneous Hotel Assets with regard to the Hotel(the “Assigned Property”) to have and to hold the same unto Assignee and Assignee’s heirs, successors, and assigns forever.

2.Assignor shall indemnify, protect, defend and hold Assignee harmless from and against any and all claims, damages, losses, suits, proceedings, costs and expenses (including, but not limited to, reasonable attorney’s fees) arising in connection with the operation of the Property during the period of time prior to the Effective Date. Assignee shallindemnify Assignor for claims arising in connection with the foregoing and relating to the period of time on and after the Effective Date other than with respect to any claims for any Retained Liabilities (as defined in the Contributon Agreement).

3.Nothing contained in this Assignment shall be deemed to limit, waive, or otherwise derogate from any provision in the Contribution Agreement (including, but not limited to, any representations, warranties, or indemnities) by either Assignor or Assignee and none of such provisions in the Contribution Agreement shall be deemed to have merged into this Assignment.

4.Assignor and Assignee will, at the Closing, or at any time or from time to time thereafter, upon request of either party, execute such additional instruments, documents, or certificates as either party deems reasonably necessary in order to assign the Assigned Property to Assignee hereunder.

5.This Assignment may be executed by the parties in one or more counterparts, all of which together shall constitute one and the same agreement.

6.This Assignment shall bind, and the benefits thereof shall inure to, the respective heirs, legal representatives, successors, and assigns of Assignor and Assignee (including direct and indirect subsidiaries of Assignee).

7.In no event shall the direct or indirect partners, shareholders, members, owner, or affiliates, any officer, director, employee, or agent of either Assignor or Assignee, or any affiliate or controlling person thereof, have any liability for any claim, cause of action, or other liability arising out of or relating to this Assignment or the Assigned Property, whether based on contract, common law, statute, equity, or otherwise.

ASSIGNOR: , LLC, a Delaware limited liability company

By: Name: Title:

ASSIGNEE: , a Delaware limited liability company

By: Name: Title:

51

EXHIBIT E

Certification of Non-Foreign Status

CERTIFICATION OF NON-FOREIGN STATUS

This Certification of Non-Foreign Status (this “Certification”) is being delivered in connection with the Asset Contribution Agreement dated as of

, 2014, as amended (the “Contribution Agreement”), by and between Red Lion Hotel Corporation, a Washington corporation (“RL”) and, a Delaware limited liability company (“Transferee”).

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity.(“Contributor”) is a direct or indirect, wholly-owned subsidiary of RL (“Transferor”). To inform Transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by Contributor, the undersigned hereby certifies the following on behalf of Transferor:

1.Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2.Transferor is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii);

3.Contributor is a disregarded entity (as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii)) whose sole owner for U.S. federal tax purposes is Transferor;

4. Transferor’s U.S. employer identification number is; and

5. Transferor’s office address is

.

Transferor understands that this Certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment or both.

Under penalties of perjury, I declare that I have examined this Certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare I have authority to sign this document on behalf of Transferor.

Dated and effective as of, 2014.

RED LION HOTEL CORPORATION

By: Printed Name: Title:

Schedule 1 Excluded Assets

Nothing additional from definition.

Schedule 1.01

Contributing Entities, Locations, and Hotels

Owner	Location	Hotel
WHC804, LLC	W. 303 North River Drive, Spokane, Washington	Red Lion Hotel at the Park
WHC816, LLC	161 West 600 South, Salt Lake City, Utah	Red Lion Hotel Salt Lake
WHC809, LLC	1800 Fairview Avenue, Boise, Idaho	Red Lion Boise
WHC809, LLC	1465 and 1415 NE Third Street, Bend, Oregon	Red Lion Hotel Bend
WHC809, LLC	1313 North Bayshore Drive, Coos Bay, Oregon	Red Lion Hotel Coos Bay
WHC831, LLC	1929 Fourth Street, Eureka, California	Red Lion Hotel Eureka
WHC840, LLC	1830 Hilltop Drive, Redding, California	Red Lion Hotel Redding
Red Lion Hotels Limited Partnership who acquired title as Cavanaugh’s Hospitality Limited Partnership	414 East First Avenue, Post Falls, Idaho	Red Lion Templin’s
WHC821, LLC	2300 Evergreen Park Drive, Olympia, Washington	Red Lion Hotel Olympia
WHC837, LLC	2525 North 20th Avenue, Pasco, Washington	Red Lion Hotel Pasco
WHC839, LLC	221 North Lincoln Street, Port Angeles, Washington	Red Lion Hotel Port Angeles
WHC841, LLC	802 George Washington Way, Richland, Washington	Red Lion Hotel Richland

Schedule 2 Excluded Permits

Red Lion Hotel at the Park

1.State of Washington Master License #367877

2. Washington State Department of Health Transient Accommodations Permit

#TA.FS.00000203

3.Washington State Department of Revenue Reseller Permit #A07 8397 17 Post Falls

1.Idaho State Police Retail Alcohol Beverage License #2564

2. Kootenai County Retail Alcohol Beverage License #2014-136

3. City of Post Falls Alcohol Beverage License#2014-54

4.City of Post Falls Business License #14-0457 Salt Lake City

1.State of Utah Department of Alcoholic Beverage Control Banquet Catering Liquor License

#BC00032

2. State of Utah Department of Alcoholic Beverage Control Restaurant Liquor License

#RE01068

3. Salt Lake City Corporation Hotel License #1998-00920

4.Salt Lake City Fire Prevention Bureau Fire Prevention Permit #02-0947 Olympia

1.State of Washington Master License #357709

2. Washington State Department of Health Transient Accommodations #TA.FS.00001459

3.Washington State Department of Revenue Reseller Permit #A07 8396 17 Eureka

1.State of California Alcoholic Beverage License #47 45020 – On-Sale General Eating Place

2. State of California Alcoholic Beverage License #47 45020 – Event Permit

3. State of California Alcoholic Beverage License #47 45020 – Portable Bar

4. City of Eureka Business License #0493

5.Humboldt County Department of Health Facility Permit #FA0002581 Pasco

1. State of Washington Master License #356528

2. Washington State Department of Health Transient Accommodations # TA.FS.00001553

3. City of Pasco Business License #662

4. Benton-Franklin Health District #BF-FOOD-14-172

5. Benton-Franklin Health District #BF-FOOD-14-172 - Catering

6.Washington State Department of Revenue Reseller Permit #A09 2111 17 Port Angeles

1.State of Washington Master License #356502

2. Washington State Department of Health Transient Accommodations # TA.FS.00000996

3. Clallam County Environmental Health Services Food Service Permit #1411

4. Clallam County Environmental Health Services Water Recreational Facility #8303

5.Washington State Department of Revenue Reseller Permit #A09 2110 17 Redding

1. State of California Department of Alcoholic Beverage Control #47 452035 – On Sale General Eating Place

2. Shasta County Department of Resource Management Permit to Operate Hotel

3. Shasta County Department of Resource Management Permit to Operate Food Establishment

4. Shasta County Department of Resource Management Permit to Operate Public Pool

5. City of Redding Business License - Restaurant #13580

6. City of Redding Business License – Hotel #3768

7.State of California Seller’s Permit Richland

1.State of Washington Master License #356811

2. Washington State Department of Health Transient Accommodations TA.FS.00000509

3. Benton-Franklin Health District Permit # BF-FOOD-14-22

4. Benton-Franklin Health District Permit #

5.Benton-Franklin Health District Annual Water Recreation Operation Permit # Bend

1.Oregon Liquor Control Commission Off-Premises Sales Permit #207240

2. Deschutes County Travelers Accommodation License #54370

3. Deschutes County First Spa-Year Round Limited Use License #54579

4.Deschutes County First Spa-Year Round Limited Use License #54065 Boise

1. Idaho State Police Retail Alcohol Beverage License #4582

2. Ada County Alcohol Beverage License #201500513

Coos Bay

1. Oregon Liquor Control Commission Off-Premises Sales Permit #187917

2. Oregon Liquor Control Commission Full On-Premises Sales Permit #187915

3. Coos County Public Health Spa-Year Round Limited Use License #54882

4. Coos County Public Health Pool-Seasonal Limited Use License #54863

Schedule 3.01 Purchase Price Allocation

***CONFIDENTIAL TREATMENT REQUESTED

Purchase Price Allocation									Advance
		Land							Customer		Other Net
Inventory	Hotel	Improvements	Land	FF&E	SubTotal	Property Taxes Payble	Cash	Prepaid Insurance	Deposits	Guest room A/R	Prepaid Assets	Total
Red Lion Inn at the Park 50,550	***	***	***	***	21,653,428	(33,872)	11,800	77,148	(25,079)	67,663	14,256	21,765,344
Red Lion Templin's 50,704	***	***	***	***	1,984,489	(5,125)	8,950	52,066	(7,820)	5,709	4,655	2,042,925
Red Lion Hotel Salt Lake 33,452	***	***	***	***	18,747,888	(6,947)	10,000	59,530	(7,281)	35,858	76,272	18,915,320
Red Lion Hotel Olympia 76,559	***	***	***	***	1,278,318	(8,454)	10,350	23,047	(24,613)	47,187	12,467	1,338,301
Red Lion Hotel Eureka 40,752	***	***	***	***	5,528,509	(2,441)	8,500	21,240	(11,330)	14,694	15,802	5,574,974
Red Lion Hotel Pasco 60,736	***	***	***	***	8,090,365	(21,564)	20,000	35,339	(17,298)	80,940	31,067	8,218,847
Red Lion Hotel Port Angeles 39,747	***	***	***	***	15,020,591	(11,186)	9,275	38,120	(2,301)	64,277	19,687	15,138,463
Red Lion Hotel Redding 30,323	***	***	***	***	4,104,829	(2,536)	11,000	23,767	(11,330)	14,694	37,840	4,178,264
Red Lion Hotel Richland 24,201	***	***	***	***	4,243,983	(11,594)	10,000	21,842	(10,706)	10,986	18,661	4,283,173
Red Lion Hotel North Bend 1,777	***	***	***	***	2,739,544	20,813	1,700	10,136	(3,120)	3,590	5,709	2,778,373
Red Lion Boise 30,984	***	***	***	***	2,437,357	(2,908)	10,000	28,918	(11,692)	40,434	36,233	2,538,341
Red Lion Hotel Coos Bay 25,896	***	***	***	***	3,006,747	23,314	5,900	18,779	(1,537)	6,508	4,360	3,064,071
465,680	51,637,396	2,054,707	25,826,647	8,851,619	88,836,048	(62,500)	117,475	409,932	(134,107)	392,540	277,010	89,836,398

Schedule 5.01(c) Existing Permits

Spokane

1.State of Washington Master License #367877

2. Washington State Department of Health Transient Accommodations Permit

#TA.FS.00000203

3. City of Spokane Entertainment Facilty License #T14000240ENF

4. Spokane Regional Health District Food Establishment Permit #14-4879

5. Spokane Regional Health District Water Recreation Facility Permit #P14-0015

6. Spokane Regional Health District Caterer Permit #14-4059

7. City of Spokane Elevator Operating Permit #ELVP0047 - 9

8. Spokane Fire Department Places of Assembly Permit #F13011584PBA

9.Washington State Department of Revenue Reseller Permit #A07 8397 17 Post Falls

1.Idaho State Police Retail Alcohol Beverage License #2564

2. Kootenai County Retail Alcohol Beverage License #2014-136

3. City of Post Falls Alcohol Beverage License#2014-54

4. City of Post Falls Business License #14-0457

5. Panhandle Health District Food Permit License #15-529

6. Panhandle Health District Critical Materials Compliance Certificate

7.Encroachment Permit Number L-95-S-3036G, recorded April 13, 2006 as Instrument No. 8. 2025016000.

9. Encroachment Permit Number L-95-S-3036H, recorded August 26, 2008 as Instrument No. 2175327000.

10. Encroachment Permit Number L-95-S-30361 recorded May 8, 2009 as Instrument No. 2210319000.

Salt Lake City

1. State of Utah Department of Alcoholic Beverage Control Banquet Catering Liquor License

#BC00032

2. State of Utah Department of Alcoholic Beverage Control Restaurant Liquor License

#RE01068

3. Salt Lake City Corporation Hotel License #1998-00920

4. Salt Lake County Health Department Public Lodging Permit #35-0000051

5. Salt Lake County Health Department Food Service Permit #35-0007271

6. Salt Lake County Health Department Food Service Permit #35-0007272

7. Salt Lake County Health Department Food Service Permit #24-0007273

8. Salt Lake County Health Department Swimming Pool/Spa Permit #35-0001705

9. Salt Lake City Fire Prevention Bureau Fire Prevention Permit #02-0947

Olympia

1.State of Washington Master License #357709

2. Washington State Department of Health Transient Accommodations #TA.FS.00001459

3. Thurston County Food Establishment Operating Permit #11108316

4. Thurston County Public Health Pool Permit #12107614

5. Washington State Department of Labor & Industries Elevator Permit #2423

6. Washington State Department of Labor & Industries Elevator Permit #2424

7. Washington State Department of Labor & Industries Elevator Permit #2425

8. Washington State Department of Labor & Industries Elevator Permit #9418

9.Washington State Department of Revenue Reseller Permit #A07 8396 17 Eureka

1.State of California Alcoholic Beverage License #47 45020 – On-Sale General Eating Place

2. State of California Alcoholic Beverage License #47 45020 – Event Permit

3. State of California Alcoholic Beverage License #47 45020 – Portable Bar

4. City of Eureka Business License #0493

5. Humboldt County Department of Health Facility Permit #FA0002581

6. State of California Department of Industrial Relations Elevator - #057891

7.State of California Department of Industrial Relations Elevator - #067212 Pasco

1. State of Washington Master License #356528

2. Washington State Department of Health Transient Accommodations # TA.FS.00001553

3. Benton-Franklin Health District #BF-FOOD-14-172

4. Benton-Franklin Health District #BF-FOOD-14-172 - Catering

5. City of Pasco Business License #662

6. Washington State Department of Revenue Reseller Permit #A09 2111 17

7. Washington State Department of Transportation Outdoor Advertising Sign Permit #025132

8. Benton-Franklin Health District Annual Water Recreation Operation Permit #DPAA- 9LTUZU

9. Washington State Department of Labor & Industries Elevator Permit #104870

10. Washington State Department of Labor & Industries Elevator Permit #104871

11.Washington State Department of Labor & Industries Elevator Permit #104872 Port Angeles

1.State of Washington Master License #356502

2. Washington State Department of Health Transient Accommodations # TA.FS.00000996

3. Clallum County Environmental Health Services Food Service Permit #1411

4. Clallum County Environmental Health Services Water Recreational F

5. Washington State Department of Labor & Industries Elevator Permit #102127

6. Washington State Department of Labor & Industries Elevator Permit #102128

7.Washington State Department of Revenue Reseller Permit #A09 2110 17 Redding

1. State of California Department of Alcoholic Beverage Control #47 452035 – On Sale General Eating Place

2. Shasta County Department of Resource Management Permit to Operate Hotel

3. Shasta County Department of Resource Management Permit to Operate Food Establishment

4. Shasta County Department of Resource Management Permit to Operate Public Pool

5. City of Redding Business License - Restaurant #13580

6. City of Redding Business License – Hotel #3768

7.State of California Seller’s Permit Richland

1.State of Washington Master License #356811

2. Washington State Department of Health Transient Accommodations TA.FS.00000509

3. Benton-Franklin Health District Permit # BF-FOOD

4. Benton-Franklin Health District Permit #

5.Benton-Franklin Health District Annual Water Recreation Operation Permit # Bend

1.Oregon Liquor Control Commission Off-Premises Sales Permit #207240

2. Deschutes County Travelers Accommodation License #54370

3. Deschutes County First Spa-Year Round Limited Use License #54579

4. Deschutes County First Spa-Year Round Limited Use License #54065

5. City of Bend Business License #14-00005740

6.Red Lion Roof Overhang License, recorded March 09, 2000 as Volume 2000, Page 9063 Boise

1.Idaho State Police Retail Alcohol Beverage License #4582

2. Ada County Alcohol Beverage License #201500513

3. Central District Health Department License # 28942

4.State of Idaho Elevator Certificate Coos Bay

1. Oregon Liquor Control Commission Off-Premises Sales Permit #187917

2. Oregon Liquor Control Commission Full On-Premises Sales Permit #187915

3. Coos County Public Health Spa-Year Round Limited Use License #54882

4. Coos County Public Health Pool-Seasonal Limited Use License #54863

5. City of Coos Bay Business License #993

6. City of Coos Bay Business License #994

Schedule 5.01(d) Hotel Contracts

Spokane

1. Coca-Cola Foodservice Beverage Marketing Agreement dated May 1, 2009

2. Bulk TV & Internet System and Services Agreement dated August 8, 2013

3. Intellectual Property Site License and Support Agreement dated June December 17, 2004

4. Prodigy Arrow master services agreement dated January 1, 2010 as amended on May 19, 2014

5. High Speed Internet Access Service Agreement - Telkonet - dated July 7, 2008

6. Hilton Supply Management Services Agreement dated August 1, 2009

7. Royal Cup Vendor Agreement dated May, 2010

8. ThyssenKrupp Elevator dated August 1, 2011

9. Neopost Agreement dated April 24, 2012

10. Loomis Agreement dated January 22, 2013

11. PDQ Consulting, Inc. Agreement dated August 6, 2010 (never signed)

12. Amended and Restated Agreement with PDQ Consulting, Inc. dated February 27, 2009

13. Squirrel Agreement (no copy found)

14. Product and Services Supply Agreement dated November 1, 2011

15. New Market International, Inc. Agreement dated July 29, 2009

Post Falls

1. Coca-Cola Foodservice Beverage Marketing Agreement dated May 1, 2009

2. Bulk TV & Internet System and Services Agreement dated September 25, 2013

3. Intellectual Property Site License and Support Agreement – File copy not found

4. High Speed Internet Access Service Agreement - Telkonet - dated June 9, 2008

5. Hilton Supply Management Services Agreement dated August 1, 2009

6. Royal Cup Vendor Agreement dated May, 2010

7. NICE Lawn Care Agreement dated November 25, 2013

8. PDQ Consulting, Inc. Agreement dated August 6, 2010 (never signed)

9. Amended and Restated Agreement with PDQ Consulting, Inc. dated February 27, 2009

10. Squirrel Agreement (no copy found)

11. Product and Services Supply Agreement dated November 1, 2011

12. New Market International, Inc. Agreement dated July 29, 2009

13. Neopost Agreement dated April 24, 2012

14. Loomis Agreement dated January 22, 2013

15. Idaho Department of Lands Submerged Lands Lease dated January 1, 2008

16. Idaho Department of Lands Encroachment Permit May 5, 2009

Salt Lake City

1. Coca-Cola Foodservice Beverage Marketing Agreement dated May 1, 2009

2. Bulk TV & Internet System and Services Agreement dated September 25, 2013

3. Intellectual Property Site License and Support Agreement dated April 21, 2008

4. High Speed Internet Access Service Agreement - Telkonet - dated June 9, 2008

5. Hilton Supply Management Services Agreement dated August 1, 2009

6. Royal Cup Vendor Agreement dated May, 2010

7. PDQ Consulting, Inc. Agreement dated August 6, 2010 (never signed)

8. Amended and Restated Agreement with PDQ Consulting, Inc. dated February 27, 2009

9. Squirrel Agreement (no copy found)

10. Product and Services Supply Agreement dated November 1, 2011

11. New Market International, Inc. Agreement dated July 29, 2009

12. Neopost Agreement dated April 24, 2012

13. Brinks Agreement dated March 21, 2002

14. GBC Blue Agreement dated September 8, 2011

15. ThyssenKrupp Elevator dated August 1, 2011

Olympia

1. Coca-Cola Foodservice Beverage Marketing Agreement dated May 1, 2009

2. Bulk TV & Internet System and Services Agreement dated August 8, 2013

3. Intellectual Property Site License and Support Agreement dated April 21, 2008

4. High Speed Internet Access Service Agreement - Telkonet - dated June 12, 2008

5. Hilton Supply Management Services Agreement dated August 1, 2009

6. Royal Cup Vendor Agreement dated May, 2010

7. Squirrel Systems Agreement (no copy found)

8. Product and Services Supply Agreement dated November 1, 2011

9. New Market International, Inc. Agreement dated July 29, 2009

10. Neopost Agreement dated April 24, 2012

11. GBC Blue Agreement dated September 8, 2011

12. ThyssenKrupp Elevator dated August 1, 2011

13. TravelClick Master Services Agreement dated September 29, 2011

Olympia Labor Contracts

1. Teamsters Front Desk Agreement January 2013 through December 2015

2. Unite HERE Local 8 Agreement April 2012 through March 2015

3. Teamsters Maintenance/Engineering Agreement January 2014 through December 2016

Eureka

1. Coca-Cola Foodservice Beverage Marketing Agreement dated May 1, 2009

2. Bulk TV & Internet System and Services Agreement dated November 15, 2013

3. Intellectual Property Site License and Support Agreement dated December 17, 2004

4. High Speed Internet Access Service Agreement - Telkonet - dated June 23, 2008

5. Hilton Supply Management Services Agreement dated August 1, 2009

6. Royal Cup Vendor Agreement dated May, 2010

7. PDQ Consulting, Inc. Agreement dated August 6, 2010 (never signed)

8. Amended and Restated Agreement with PDQ Consulting, Inc. dated February 27, 2009

9. Squirrel Agreement (no copy found)

10. Product and Services Supply Agreement dated November 1, 2011

11. New Market International, Inc. Agreement dated July 29, 2009

12. Neopost Agreement dated April 24, 2012

13. Brinks Agreement dated March 21, 2002

14. Ascencion GBC Blue Agreement dated April 3, 2013

15. Otis Elevator dated January 23, 2009

Pasco

1. Coca-Cola Foodservice Beverage Marketing Agreement dated May 1, 2009

2. Bulk TV & Internet System and Services Agreement dated November 13, 2013

3. Intellectual Property Site License and Support Agreement dated June 23, 2008

4. High Speed Internet Access Service Agreement - Telkonet - dated June 12, 2008

5. Hilton Supply Management Services Agreement dated August 1, 2009

6. Royal Cup Vendor Agreement dated May, 2010

7. PDQ Consulting, Inc. Agreement dated August 6, 2010 (never signed)

8. Amended and Restated Agreement with PDQ Consulting, Inc. dated February 27, 2009

9. Squirrel Agreement (no copy found)

10. Product and Services Supply Agreement dated November 1, 2011

11. New Market International, Inc. Agreement dated July 29, 2009

12. Neopost Agreement dated April 24, 2012

13. Loomis Agreement dated January 22, 2013

14. Ascension GBC Blue Agreement dated May 29, 2013

15. ThyssenKrupp Elevator dated August 1, 2011

Port Angeles

1. Coca-Cola Foodservice Beverage Marketing Agreement dated May 1, 2009

2. Bulk TV & Internet System and Services Agreement dated August 8, 2013

3. Intellectual Property Site License and Support Agreement dated December 17, 2004

4. High Speed Internet Access Service Agreement - Telkonet - dated July 7, 2008

5. Hilton Supply Management Services Agreement dated August 1, 2009

6. Royal Cup Vendor Agreement dated May, 2010

7. PDQ Consulting, Inc. Agreement dated August 6, 2010 (never signed)

8. Amended and Restated Agreement with PDQ Consulting, Inc. dated February 27, 2009

9. Squirrel Agreement (no copy found)

10. Product and Services Supply Agreement dated November 1, 2011

11. New Market International, Inc. Agreement dated July 29, 2009

12. Neopost Agreement dated April 24, 2012

13. Loomis Agreement dated January 22, 2013

14. GBC Blue Agreement dated September 8, 2011

15. ThyssenKrupp Elevator dated August 1, 2011

16. TravelClick Master Services Agreement dated September 29, 2011

Redding

1. Coca-Cola Foodservice Beverage Marketing Agreement dated May 1, 2009

2. Bulk TV & Internet System and Services Agreement dated December 20, 2013

3. Intellectual Property Site License and Support Agreement dated December 17, 2004

4. High Speed Internet Access Service Agreement - Telkonet - dated July 7, 2008

5. Hilton Supply Management Services Agreement dated August 1, 2009

6. Royal Cup Vendor Agreement dated May, 2010

7. PDQ Consulting, Inc. Agreement dated August 6, 2010 (never signed)

8. Amended and Restated Agreement with PDQ Consulting, Inc. dated February 27, 2009

9. Squirrel Agreement (no copy found)

10. Product and Services Supply Agreement dated November 1, 2011

11. New Market International, Inc. Agreement dated July 29, 2009

12. Neopost Agreement dated April 24, 2012

13. Loomis Agreement dated January 22, 2013

14. GBC Blue Agreement dated September 8, 2011

15. State of California Department of Transportation Lease Agreement dated October 15 2013

Richland

1. Coca-Cola Foodservice Beverage Marketing Agreement dated May 1, 2009

2. Bulk TV & Internet System and Services Agreement dated November 15, 2013

3. Intellectual Property Site License and Support Agreement dated December 22, 2004

4. High Speed Internet Access Service Agreement - Telkonet - dated June 12, 2008

5. Hilton Supply Management Services Agreement dated August 1, 2009

6. Royal Cup Vendor Agreement dated May, 2010

7. PDQ Consulting, Inc. Agreement dated August 6, 2010 (never signed)

8. Amended and Restated Agreement with PDQ Consulting, Inc. dated February 27, 2009

9. Squirrel Agreement (no copy found)

10. Product and Services Supply Agreement dated November 1, 2011

11. New Market International, Inc. Agreement dated July 29, 2009

12. Neopost Agreement dated April 24, 2012

13. Loomis Agreement dated January 22, 2013

14. GBC Blue Agreement dated September 8, 2011

15. ThyssenKrupp Elevator dated August 1, 2011

16. Mood Media Agreement dated October 14, 2013

17. TravelClick Master Services Agreement dated September 29, 2011

18. Department of the Army Lease dated November 9 2003

Bend

1. Coca-Cola Foodservice Beverage Marketing Agreement dated May 1, 2009

2. Bulk TV & Internet System and Services Agreement dated December 2, 2013

3. Intellectual Property Site License and Support Agreement dated June 23, 2008

4. High Speed Internet Access Service Agreement - Telkonet - dated July 7, 2008

5. Hilton Supply Management Services Agreement dated August 1, 2009

6. Royal Cup Vendor Agreement dated May, 2010

7. PDQ Consulting, Inc. Agreement dated August 6, 2010 (never signed)

8. Amended and Restated Agreement with PDQ Consulting, Inc. dated February 27, 2009

9. Squirrel Agreement (no copy found)

10. Product and Services Supply Agreement dated November 1, 2011

11. Neopost Agreement dated April 24, 2012

12. GBC Blue Agreement dated September 8, 2011

13. TravelClick Master Services Agreement dated September 29, 2011

Boise

1. Coca-Cola Foodservice Beverage Marketing Agreement dated May 1, 2009

2. Bulk TV & Internet System and Services Agreement dated December 20, 2013

3. Intellectual Property Site License and Support Agreement dated June 23, 2008

4. High Speed Internet Access Service Agreement - Telkonet - dated June 7, 2008

5. Hilton Supply Management Services Agreement dated August 1, 2009

6. Royal Cup Vendor Agreement dated May, 2010

7. PDQ Consulting, Inc. Agreement dated August 6, 2010 (never signed)

8. Amended and Restated Agreement with PDQ Consulting, Inc. dated February 27, 2009

9. Squirrel Agreement (no copy found)

10. Product and Services Supply Agreement dated November 1, 2011

11. New Market International, Inc. Agreement dated July 29, 2009

12. Neopost Agreement dated April 24, 2012

13. Loomis Agreement dated January 22, 2013

14. GBC Blue Agreement dated September 8, 2011

15. ThyssenKrupp Elevator dated August 1, 2011

16. Rosemary Hill Lease dated January 1, 1981 as amended November 2, 2011.

Coos Bay

1. Coca-Cola Foodservice Beverage Marketing Agreement dated May 1, 2009

2. Bulk TV & Internet System and Services Agreement dated January 21, 2014

3. Intellectual Property Site License and Support Agreement dated December 22, 2004

4. High Speed Internet Access Service Agreement - Telkonet - dated June 26, 2008

5. Hilton Supply Management Services Agreement dated August 1, 2009

6. Royal Cup Vendor Agreement dated May, 2010

7. PDQ Consulting, Inc. Agreement dated August 6, 2010 (never signed)

8. Amended and Restated Agreement with PDQ Consulting, Inc. dated February 27, 2009

9. Squirrel Agreement (no copy found)

10. Product and Services Supply Agreement dated November 1, 2011

11. Neopost Agreement dated April 24, 2012

12. GBC Blue Agreement dated September 8, 2011

13. Loomis Agreement dated January 22, 2013

Schedule 5.01(e) Space Leases

1. Lease Agreement by and between WHC837, LLC as Lessor and Heyden Empire LLC as Lessee dated January 30, 2009, for the Red Lion Hotel Pasco located at 2525 N. 20th Avenue, Pasco, Washington (the “Pasco Lease”), and the associated Guarantee of Lease Agreement for the Pasco Lease by and between Wes Heyden as an individual Guarantor and WHC837, LLC as Landlord dated January 30, 2009.

2. Commercial Submerged Lands Lease No. B-2024 by and between the State Board of Land Commissioners as Lessor and Red Lion Hotels Corporation as Lessee dated March 11, 2008, and commencing on January 1, 2008 and terminating on December 31, 2017, for a the property described herein and in the associated encroachment permit number.

3. Office Lease Agreement by and between United Savings Bank and Golden Razor Tonsorial Parlour dated March 1989.

4. Gift Shop Lease Agreement by and between Red Lion Hotel Salt Lake Downtown and GlitzGift Shops-Paul A. Taylor as Lessee, as amended on March 22, 2010.

5. Lease Agreement by and between J. Howard Hill and Rosemary Hill and Tod E. McClaskey and Edward H. Pietz dated January 1, 1981, as amended, assigned, or otherwise modified, including as amended by the 2011 Lease Amendment by and between Rosemary Hill as Lessor, Red Lion Hotels Holdings, Inc. as Holdings, and WHC809, LLC as Lessee dated November 2, 2011 for property located in Boise, Idaho and any and all associated options, estoppel certificates, and estoppel letters. This Lease is currently set to expire on December 31, 2050, unless earlier terminated.

6. Lease Agreement for Tenancy Number 02-4233-0001-01 by and between the State of California, Department of Transportation as Lessor and Red Lion Hotel Redding as Lessee dated October 15, 2013, for the property located at 1830 Hilltop Drive, Redding, California.

7. Department of the Army Lease No. W912EF-1-06-09 by and between the Secretary of the Army as Lessor and Red Lion Hotel as Lessee dated February 9, 2006, for the property located at the McNary Lock and Dam Project in Benton County, Washington. This Lease is currently set to expire on November 8, 2028, but is revocable at will by the Secretary of the Army.

8. Lease Agreement by and between WHC809, LLC as Lessor and Bucc N Dulge, Inc. as Lessee dated July 25, 2014, for the property known as Black Bear Diner located at 1465 NE 3rd Street, Bend, Oregon 97701. The initial term of this Lease is currently set to expire on July 31, 2017.

9. Wireless Communications License Agreement by and between Red Lion Hotels, Inc. as Licensor and Cricket Idaho Property Company as Lessee dated March 6, 2001, as amended on June 11, 2003, for the Doubletree Hotel Boise Downtown property located at 1800 Fairview Avenue, Boise, Idaho.

Schedule 5.01(i) Material Bookings

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
CAREKA	***	01/02/15	***	***	$3,204.00	$0.00	TM	DEF
CAREKA	***	01/02/15	***	***	$644.00	$0.00	TM	DEF
CAREKA	***	01/06/15	***	***	$450.00	$0.00	TM	DEF
CAREKA	***	01/06/15	***	***	$450.00	$0.00	TM	DEF
CAREKA	***	01/10/15	***	***	$0.00	$0.00	CG	DEF
CAREKA	***	01/14/15	***	***	$1,475.00	$0.00	SM	DEF
CAREKA	***	01/14/15	***	***	$1,274.00	$0.00	GG	DEF
CAREKA	***	01/15/15	***	***	$1,365.00	$0.00	GG	DEF
CAREKA	***	01/15/15	***	***	$623.00	$0.00	CG	DEF
CAREKA	***	01/16/15	***	***	$1,980.00	$0.00	TM	DEF
CAREKA	***	01/16/15	***	***	$1,782.00	$0.00	TM	DEF
CAREKA	***	01/21/15	***	***	$1,212.00	$0.00	GG	DEF
CAREKA	***	01/23/15	***	***	$675.00	$0.00	TM	DEF
CAREKA	***	01/23/15	***	***	$1,875.00	$0.00	SM	DEF
CAREKA	***	01/23/15	***	***	$5,600.00	$0.00	SM	DEF
CAREKA	***	01/24/15	***	***	$5,847.00	$1,400.00	CG	DEF
CAREKA	***	01/27/15	***	***	$1,799.00	$0.00	TM	DEF
CAREKA	***	01/28/15	***	***	$546.00	$1,600.00	GG	DEF
CAREKA	***	01/28/15	***	***	$792.00	$0.00	TM	DEF
CAREKA	***	01/29/15	***	***	$972.00	$0.00	SM	DEF
CAREKA	***	01/29/15	***	***	$738.00	$0.00	TM	DEF
CAREKA	***	01/30/15	***	***	$450.00	$0.00	TM	DEF
CAREKA	***	01/30/15	***	***	$720.00	$0.00	SM	DEF
CAREKA	***	01/30/15	***	***	$450.00	$0.00	TM	DEF
CAREKA	***	01/31/15	***	***	$5,600.00	$0.00	SM	DEF
CAREKA	***	02/07/15	***	***	$0.00	$0.00	SM	DEF
CAREKA	***	02/11/15	***	***	$900.00	$0.00	TM	DEF
CAREKA	***	02/11/15	***	***	$900.00	$0.00	TM	DEF
CAREKA	***	02/14/15	***	***	$160.00	$0.00	SM	DEF
CAREKA	***	02/19/15	***	***	$1,780.00	$0.00	SM	DEF
CAREKA	***	02/19/15	***	***	$648.00	$0.00	SM	DEF
CAREKA	***	02/25/15	***	***	$5,600.00	$0.00	SM	DEF
CAREKA	***	03/09/15	***	***	$810.00	$0.00	SM	TENT
CAREKA	***	03/12/15	***	***	$1,980.00	$0.00	TM	DEF
CAREKA	***	03/18/15	***	***	$6,597.00	$0.00	AN	DEF
CAREKA	***	03/18/15	***	***	$2,099.00	$0.00	AN	DEF
CAREKA	***	03/18/15	***	***	$3,819.00	$0.00	SM	DEF
CAREKA	***	03/19/15	***	***	$486.00	$0.00	SM	DEF
CAREKA	***	03/25/15	***	***	$0.00	$0.00	SM	DEF
CAREKA	***	03/26/15	***	***	$1,349.00	$0.00	SM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
CAREKA	***	03/27/15	***	***	$450.00	$0.00	CG	DEF
CAREKA	***	03/28/15	***	***	$4,800.00	$0.00	SM	DEF
CAREKA	***	04/02/15	***	***	$936.00	$0.00	TM	DEF
CAREKA	***	04/04/15	***	***	$4,800.00	$0.00	SM	DEF
CAREKA	***	04/10/15	***	***	$630.00	$0.00	TM	DEF
CAREKA	***	04/10/15	***	***	$792.00	$1,240.00	TT	DEF
CAREKA	***	04/16/15	***	***	$1,501.00	$0.00	TT	DEF
CAREKA	***	04/17/15	***	***	$792.00	$1,640.00	TT	DEF
CAREKA	***	04/22/15	***	***	$720.00	$0.00	TM	DEF
CAREKA	***	04/23/15	***	***	$2,659.00	$0.00	TM	DEF
CAREKA	***	04/23/15	***	***	$792.00	$1,240.00	TT	DEF
CAREKA	***	04/23/15	***	***	$486.00	$0.00	SM	DEF
CAREKA	***	04/25/15	***	***	$4,800.00	$0.00	SM	DEF
CAREKA	***	04/26/15	***	***	$0.00	$0.00	TT	PROS
CAREKA	***	04/30/15	***	***	$3,290.00	$0.00	GG	TENT
CAREKA	***	05/01/15	***	***	$584.00	$0.00	SM	PROS
CAREKA	***	05/02/15	***	***	$4,800.00	$0.00	SM	DEF
CAREKA	***	05/02/15	***	***	$370.00	$0.00	TT	DEF
CAREKA	***	05/04/15	***	***	$1,288.00	$1,320.00	TT	DEF
CAREKA	***	05/05/15	***	***	$370.00	$0.00	TT	DEF
CAREKA	***	05/07/15	***	***	$792.00	$1,800.00	TT	DEF
CAREKA	***	05/09/15	***	***	$370.00	$0.00	TT	DEF
CAREKA	***	05/12/15	***	***	$370.00	$0.00	TT	DEF
CAREKA	***	05/14/15	***	***	$792.00	$1,800.00	TT	DEF
CAREKA	***	05/14/15	***	***	$1,501.00	$0.00	TT	DEF
CAREKA	***	05/15/15	***	***	$2,190.00	$0.00	TM	DEF
CAREKA	***	05/19/15	***	***	$370.00	$0.00	TT	DEF
CAREKA	***	05/19/15	***	***	$1,976.00	$0.00	TT	DEF
CAREKA	***	05/21/15	***	***	$792.00	$1,800.00	TT	DEF
CAREKA	***	05/23/15	***	***	$1,850.00	$0.00	TT	DEF
CAREKA	***	05/23/15	***	***	$1,500.00	$0.00	TT	DEF
CAREKA	***	05/23/15	***	***	$950.00	$0.00	TM	DEF
CAREKA	***	05/24/15	***	***	$720.00	$0.00	TT	TENT
CAREKA	***	05/24/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	05/25/15	***	***	$4,800.00	$0.00	SM	DEF
CAREKA	***	05/25/15	***	***	$1,485.00	$0.00	TT	TENT
CAREKA	***	05/25/15	***	***	$801.00	$0.00	TT	DEF
CAREKA	***	05/25/15	***	***	$1,288.00	$1,320.00	TT	DEF
CAREKA	***	05/26/15	***	***	$370.00	$0.00	TT	DEF
CAREKA	***	05/28/15	***	***	$792.00	$1,800.00	TT	DEF
CAREKA	***	05/30/15	***	***	$592.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
CAREKA	***	05/30/15	***	***	$750.00	$0.00	TT	DEF
CAREKA	***	05/30/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	05/31/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	05/31/15	***	***	$4,950.00	$0.00	TT	TENT
CAREKA	***	06/01/15	***	***	$1,288.00	$1,320.00	TT	DEF
CAREKA	***	06/02/15	***	***	$592.00	$0.00	TT	DEF
CAREKA	***	06/02/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	06/04/15	***	***	$1,260.00	$0.00	SM	DEF
CAREKA	***	06/05/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	06/06/15	***	***	$750.00	$0.00	TT	DEF
CAREKA	***	06/06/15	***	***	$592.00	$0.00	TT	DEF
CAREKA	***	06/07/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	06/07/15	***	***	$4,950.00	$0.00	TT	TENT
CAREKA	***	06/09/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	06/09/15	***	***	$592.00	$0.00	TT	DEF
CAREKA	***	06/11/15	***	***	$792.00	$1,800.00	TT	DEF
CAREKA	***	06/12/15	***	***	$792.00	$1,800.00	TT	DEF
CAREKA	***	06/12/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	06/13/15	***	***	$2,277.00	$0.00	TT	DEF
CAREKA	***	06/13/15	***	***	$592.00	$0.00	TT	DEF
CAREKA	***	06/13/15	***	***	$750.00	$0.00	TT	DEF
CAREKA	***	06/14/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	06/14/15	***	***	$1,395.00	$0.00	TT	DEF
CAREKA	***	06/15/15	***	***	$1,216.00	$0.00	TT	DEF
CAREKA	***	06/16/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	06/16/15	***	***	$592.00	$0.00	TT	DEF
CAREKA	***	06/17/15	***	***	$1,584.00	$325.00	TT	DEF
CAREKA	***	06/17/15	***	***	$1,280.00	$1,800.00	TT	DEF
CAREKA	***	06/18/15	***	***	$1,501.00	$0.00	TT	DEF
CAREKA	***	06/18/15	***	***	$792.00	$1,800.00	TT	DEF
CAREKA	***	06/18/15	***	***	$1,169.00	$0.00	TM	DEF
CAREKA	***	06/19/15	***	***	$1,470.00	$0.00	TT	DEF
CAREKA	***	06/19/15	***	***	$2,744.00	$0.00	TT	DEF
CAREKA	***	06/19/15	***	***	$990.00	$0.00	TT	DEF
CAREKA	***	06/19/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	06/19/15	***	***	$792.00	$1,800.00	TT	DEF
CAREKA	***	06/20/15	***	***	$750.00	$0.00	TT	DEF
CAREKA	***	06/20/15	***	***	$592.00	$0.00	TT	DEF
CAREKA	***	06/22/15	***	***	$1,288.00	$1,320.00	TT	DEF
CAREKA	***	06/23/15	***	***	$1,349.00	$0.00	TT	DEF
CAREKA	***	06/23/15	***	***	$2,832.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
CAREKA	***	06/23/15	***	***	$1,216.00	$0.00	TT	DEF
CAREKA	***	06/23/15	***	***	$592.00	$0.00	TT	DEF
CAREKA	***	06/24/15	***	***	$4,455.00	$650.00	SM	DEF
CAREKA	***	06/25/15	***	***	$2,288.00	$1,320.00	TT	DEF
CAREKA	***	06/27/15	***	***	$592.00	$0.00	TT	DEF
CAREKA	***	06/27/15	***	***	$750.00	$0.00	TT	DEF
CAREKA	***	06/27/15	***	***	$4,750.00	$4,560.00	AN	DEF
CAREKA	***	06/28/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	06/30/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	06/30/15	***	***	$592.00	$0.00	TT	DEF
CAREKA	***	07/01/15	***	***	$1,520.00	$1,800.00	TT	DEF
CAREKA	***	07/02/15	***	***	$1,246.00	$0.00	TT	DEF
CAREKA	***	07/03/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	07/03/15	***	***	$990.00	$0.00	SM	DEF
CAREKA	***	07/04/15	***	***	$1,925.00	$0.00	TT	DEF
CAREKA	***	07/04/15	***	***	$1,875.00	$0.00	TT	DEF
CAREKA	***	07/05/15	***	***	$1,925.00	$0.00	TT	DEF
CAREKA	***	07/05/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	07/06/15	***	***	$0.00	$0.00	TT	DEF
CAREKA	***	07/06/15	***	***	$1,288.00	$1,320.00	TT	DEF
CAREKA	***	07/07/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	07/07/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	07/09/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	07/10/15	***	***	$2,112.00	$2,640.00	TT	DEF
CAREKA	***	07/10/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	07/10/15	***	***	$5,400.00	$0.00	SM	DEF
CAREKA	***	07/11/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	07/11/15	***	***	$770.00	$0.00	TT	DEF
CAREKA	***	07/12/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	07/14/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	07/14/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	07/14/15	***	***	$1,287.00	$540.00	TT	DEF
CAREKA	***	07/14/15	***	***	$3,991.00	$0.00	TT	DEF
CAREKA	***	07/15/15	***	***	$1,520.00	$2,640.00	TT	DEF
CAREKA	***	07/16/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	07/17/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	07/18/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	07/18/15	***	***	$5,400.00	$0.00	SM	DEF
CAREKA	***	07/18/15	***	***	$770.00	$0.00	TT	DEF
CAREKA	***	07/19/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	07/21/15	***	***	$1,780.00	$0.00	TM	PROS

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
CAREKA	***	07/21/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	07/21/15	***	***	$1,840.00	$0.00	TT	DEF
CAREKA	***	07/22/15	***	***	$1,520.00	$1,800.00	TT	DEF
CAREKA	***	07/23/15	***	***	$2,112.00	$1,320.00	TT	DEF
CAREKA	***	07/24/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	07/24/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	07/24/15	***	***	$735.00	$0.00	SM	PROS
CAREKA	***	07/25/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	07/25/15	***	***	$5,950.00	$0.00	AN	DEF
CAREKA	***	07/25/15	***	***	$770.00	$0.00	TT	DEF
CAREKA	***	07/26/15	***	***	$1,782.00	$0.00	TT	DEF
CAREKA	***	07/26/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	07/27/15	***	***	$1,288.00	$1,320.00	TT	DEF
CAREKA	***	07/28/15	***	***	$1,780.00	$0.00	TM	PROS
CAREKA	***	07/28/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	07/29/15	***	***	$1,520.00	$1,800.00	TT	DEF
CAREKA	***	07/30/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	08/01/15	***	***	$770.00	$0.00	TT	DEF
CAREKA	***	08/01/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	08/02/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	08/03/15	***	***	$1,335.00	$0.00	TT	DEF
CAREKA	***	08/04/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	08/06/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	08/08/15	***	***	$770.00	$0.00	TT	DEF
CAREKA	***	08/08/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	08/08/15	***	***	$5,400.00	$0.00	SM	DEF
CAREKA	***	08/09/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	08/10/15	***	***	$2,208.00	$1,320.00	TT	DEF
CAREKA	***	08/11/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	08/12/15	***	***	$1,520.00	$1,800.00	TT	DEF
CAREKA	***	08/13/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	08/14/15	***	***	$1,820.00	$0.00	TT	TENT
CAREKA	***	08/15/15	***	***	$5,400.00	$0.00	SM	DEF
CAREKA	***	08/15/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	08/15/15	***	***	$770.00	$0.00	TT	DEF
CAREKA	***	08/16/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	08/16/15	***	***	$2,000.00	$0.00	TT	DEF
CAREKA	***	08/18/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	08/18/15	***	***	$1,840.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
CAREKA	***	08/20/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	08/21/15	***	***	$2,112.00	$1,560.00	TT	DEF
CAREKA	***	08/21/15	***	***	$1,650.00	$0.00	TT	DEF
CAREKA	***	08/21/15	***	***	$1,820.00	$0.00	TT	TENT
CAREKA	***	08/22/15	***	***	$1,395.00	$0.00	TT	TENT
CAREKA	***	08/22/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	08/22/15	***	***	$770.00	$0.00	TT	DEF
CAREKA	***	08/23/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	08/24/15	***	***	$1,650.00	$0.00	TT	DEF
CAREKA	***	08/24/15	***	***	$2,208.00	$1,320.00	TT	DEF
CAREKA	***	08/25/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	08/26/15	***	***	$1,520.00	$1,800.00	TT	DEF
CAREKA	***	08/27/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	08/29/15	***	***	$770.00	$0.00	TT	DEF
CAREKA	***	08/29/15	***	***	$1,125.00	$0.00	TT	DEF
CAREKA	***	08/30/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	08/31/15	***	***	$801.00	$0.00	TT	DEF
CAREKA	***	09/01/15	***	***	$1,216.00	$0.00	TT	DEF
CAREKA	***	09/01/15	***	***	$444.00	$0.00	TT	DEF
CAREKA	***	09/02/15	***	***	$1,200.00	$1,800.00	TT	DEF
CAREKA	***	09/04/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	09/05/15	***	***	$750.00	$0.00	TT	DEF
CAREKA	***	09/05/15	***	***	$2,590.00	$0.00	TT	DEF
CAREKA	***	09/06/15	***	***	$975.00	$0.00	TT	DEF
CAREKA	***	09/06/15	***	***	$1,512.00	$0.00	TT	DEF
CAREKA	***	09/07/15	***	***	$1,288.00	$1,320.00	TT	DEF
CAREKA	***	09/08/15	***	***	$920.00	$0.00	TT	DEF
CAREKA	***	09/08/15	***	***	$444.00	$0.00	TT	DEF
CAREKA	***	09/09/15	***	***	$1,425.00	$1,800.00	TT	DEF
CAREKA	***	09/10/15	***	***	$1,501.00	$0.00	TT	DEF
CAREKA	***	09/10/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	09/10/15	***	***	$1,960.00	$0.00	TT	DEF
CAREKA	***	09/11/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	09/12/15	***	***	$750.00	$0.00	TT	DEF
CAREKA	***	09/12/15	***	***	$444.00	$0.00	TT	DEF
CAREKA	***	09/13/15	***	***	$1,425.00	$0.00	TT	TENT
CAREKA	***	09/13/15	***	***	$1,820.00	$0.00	TT	TENT
CAREKA	***	09/15/15	***	***	$444.00	$0.00	TT	DEF
CAREKA	***	09/15/15	***	***	$1,216.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
CAREKA	***	09/16/15	***	***	$1,200.00	$1,800.00	TT	DEF
CAREKA	***	09/17/15	***	***	$1,501.00	$0.00	TT	DEF
CAREKA	***	09/17/15	***	***	$2,112.00	$2,640.00	TT	DEF
CAREKA	***	09/18/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	09/19/15	***	***	$750.00	$0.00	TT	DEF
CAREKA	***	09/19/15	***	***	$444.00	$0.00	TT	DEF
CAREKA	***	09/20/15	***	***	$1,820.00	$0.00	TT	TENT
CAREKA	***	09/21/15	***	***	$25,187.00	$0.00	AN	DEF
CAREKA	***	09/22/15	***	***	$1,216.00	$0.00	TT	DEF
CAREKA	***	09/22/15	***	***	$1,380.00	$0.00	TT	DEF
CAREKA	***	09/22/15	***	***	$444.00	$0.00	TT	DEF
CAREKA	***	09/23/15	***	***	$1,800.00	$1,800.00	TT	DEF
CAREKA	***	09/24/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	09/25/15	***	***	$2,112.00	$0.00	TT	DEF
CAREKA	***	09/26/15	***	***	$792.00	$1,800.00	TT	DEF
CAREKA	***	09/26/15	***	***	$444.00	$0.00	TT	DEF
CAREKA	***	09/27/15	***	***	$750.00	$0.00	TT	DEF
CAREKA	***	09/28/15	***	***	$801.00	$0.00	TT	DEF
CAREKA	***	09/29/15	***	***	$1,380.00	$0.00	TT	DEF
CAREKA	***	09/29/15	***	***	$1,216.00	$0.00	TT	DEF
CAREKA	***	09/29/15	***	***	$444.00	$0.00	TT	DEF
CAREKA	***	10/01/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	10/02/15	***	***	$2,112.00	$1,800.00	TT	DEF
CAREKA	***	10/03/15	***	***	$750.00	$0.00	TT	DEF
CAREKA	***	10/03/15	***	***	$444.00	$0.00	TT	DEF
CAREKA	***	10/03/15	***	***	$4,800.00	$0.00	SM	DEF
CAREKA	***	10/06/15	***	***	$444.00	$0.00	TT	DEF
CAREKA	***	10/08/15	***	***	$1,501.00	$0.00	TT	DEF
CAREKA	***	10/08/15	***	***	$1,232.00	$2,640.00	TT	DEF
CAREKA	***	10/09/15	***	***	$1,232.00	$1,800.00	TT	DEF
CAREKA	***	10/10/15	***	***	$750.00	$0.00	TT	DEF
CAREKA	***	10/10/15	***	***	$444.00	$0.00	TT	DEF
CAREKA	***	10/12/15	***	***	$4,800.00	$0.00	SM	DEF
CAREKA	***	10/13/15	***	***	$1,216.00	$0.00	TT	DEF
CAREKA	***	10/13/15	***	***	$2,832.00	$0.00	TT	DEF
CAREKA	***	10/15/15	***	***	$1,232.00	$1,800.00	TT	DEF
CAREKA	***	10/16/15	***	***	$1,232.00	$1,800.00	TT	DEF
CAREKA	***	10/17/15	***	***	$1,995.00	$0.00	TT	TENT
Property	***		***	***	$467,776.00	$110,035.00
IDTEMP	***	01/09/15	***	***	$595.00	$0.00	GG	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
IDTEMP	***	01/12/15	***	***	$2,040.00	$859.00	GG	DEF
IDTEMP	***	01/18/15	***	***	$84.00	$250.00	CG	DEF
IDTEMP	***	01/19/15	***	***	$410.00	$1,564.00	CG	DEF
IDTEMP	***	01/25/15	***	***	$7,216.00	$3,534.00	GG	DEF
IDTEMP	***	02/09/15	***	***	$170.00	$372.00	GG	DEF
IDTEMP	***	02/10/15	***	***	$738.00	$350.00	CG	TENT
IDTEMP	***	02/10/15	***	***	$1,980.00	$2,492.00	CG	DEF
IDTEMP	***	02/11/15	***	***	$72.00	$1,609.00	CG	DEF
IDTEMP	***	02/14/15	***	***	$95.00	$3,088.00	SM	DEF
IDTEMP	***	02/17/15	***	***	$1,190.00	$1,346.00	GG	DEF
IDTEMP	***	02/18/15	***	***	$935.00	$625.00	AN	DEF
IDTEMP	***	02/20/15	***	***	$3,060.00	$3,078.00	GG	DEF
IDTEMP	***	02/26/15	***	***	$3,354.00	$1,796.00	AN	DEF
IDTEMP	***	03/01/15	***	***	$6,800.00	$0.00	GG	PROS
IDTEMP	***	03/02/15	***	***	$1,190.00	$1,346.00	GG	DEF
IDTEMP	***	03/06/15	***	***	$1,100.00	$0.00	TM	DEF
IDTEMP	***	03/17/15	***	***	$792.00	$425.00	CG	PROS
IDTEMP	***	03/19/15	***	***	$5,878.00	$0.00	TM	DEF
IDTEMP	***	03/19/15	***	***	$0.00	$0.00	TM	DEF
IDTEMP	***	03/19/15	***	***	$2,099.00	$0.00	TM	DEF
IDTEMP	***	03/19/15	***	***	$4,199.00	$0.00	TM	DEF
IDTEMP	***	03/19/15	***	***	$3,359.00	$0.00	TM	DEF
IDTEMP	***	03/20/15	***	***	$4,758.00	$0.00	TM	PROS
IDTEMP	***	03/20/15	***	***	$2,848.00	$4,426.00	SM	DEF
IDTEMP	***	03/20/15	***	***	$0.00	$0.00	SM	PROS
IDTEMP	***	03/26/15	***	***	$5,038.00	$0.00	TM	DEF
IDTEMP	***	03/26/15	***	***	$8,817.00	$0.00	TM	DEF
IDTEMP	***	03/26/15	***	***	$3,359.00	$0.00	TM	DEF
IDTEMP	***	03/26/15	***	***	$5,038.00	$0.00	TM	DEF
IDTEMP	***	03/27/15	***	***	$1,391.00	$750.00	SM	DEF
IDTEMP	***	04/02/15	***	***	$3,168.00	$0.00	AN	TENT
IDTEMP	***	04/08/15	***	***	$12,593.00	$18,122.00	AN	PROS
IDTEMP	***	04/11/15	***	***	$651.00	$0.00	TM	TENT
IDTEMP	***	04/12/15	***	***	$14,580.00	$0.00	AN	PROS
IDTEMP	***	04/12/15	***	***	$2,856.00	$1,582.00	CG	DEF
IDTEMP	***	04/14/15	***	***	$1,991.00	$2,946.00	AN	DEF
IDTEMP	***	04/17/15	***	***	$1,301.00	$0.00	TM	TENT
IDTEMP	***	04/17/15	***	***	$1,394.00	$0.00	TM	PROS
IDTEMP	***	04/23/15	***	***	$6,300.00	$6,088.00	GG	PROS
IDTEMP	***	04/26/15	***	***	$11,696.00	$11,252.00	AN	PROS
IDTEMP	***	05/08/15	***	***	$4,360.00	$0.00	TM	TENT

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
IDTEMP	***	05/09/15	***	***	$1,454.00	$0.00	TM	TENT
IDTEMP	***	05/12/15	***	***	$0.00	$3,853.00	AN	PROS
IDTEMP	***	05/14/15	***	***	$2,616.00	$0.00	TM	PROS
IDTEMP	***	05/17/15	***	***	$2,970.00	$1,910.00	CG	PROS
IDTEMP	***	05/17/15	***	***	$6,213.00	$9,654.00	INH	PROS
IDTEMP	***	05/22/15	***	***	$3,184.00	$0.00	SM	DEF
IDTEMP	***	05/28/15	***	***	$0.00	$6,996.00	TM	PROS
IDTEMP	***	06/05/15	***	***	$9,500.00	$2,736.00	AN	PROS
IDTEMP	***	06/11/15	***	***	$9,500.00	$3,682.00	AN	DEF
IDTEMP	***	06/19/15	***	***	$0.00	$0.00	SM	PROS
IDTEMP	***	06/22/15	***	***	$2,962.00	$6,339.00	AN	TENT
IDTEMP	***	07/03/15	***	***	$6,708.00	$0.00	SM	PROS
IDTEMP	***	07/13/15	***	***	$258.00	$325.00	CG	DEF
IDTEMP	***	07/14/15	***	***	$14,700.00	$0.00	TT	DEF
IDTEMP	***	07/18/15	***	***	$3,125.00	$0.00	TT	DEF
IDTEMP	***	07/18/15	***	***	$14,112.00	$800.00	AN	DEF
IDTEMP	***	07/18/15	***	***	$278.00	$872.00	SM	DEF
IDTEMP	***	07/24/15	***	***	$2,339.00	$0.00	SM	TENT
IDTEMP	***	07/30/15	***	***	$3,899.00	$0.00	SM	TENT
IDTEMP	***	08/01/15	***	***	$0.00	$0.00	TT	PROS
IDTEMP	***	08/08/15	***	***	$1,290.00	$6,891.00	SM	PROS
IDTEMP	***	08/11/15	***	***	$2,951.00	$1,899.00	CG	PROS
IDTEMP	***	08/21/15	***	***	$2,185.00	$175.00	CG	DEF
IDTEMP	***	08/23/15	***	***	$2,142.00	$0.00	TT	PROS
IDTEMP	***	09/07/15	***	***	$0.00	$0.00	CG	PROS
IDTEMP	***	09/11/15	***	***	$8,720.00	$8,156.00	TT	PROS
IDTEMP	***	09/15/15	***	***	$0.00	$3,853.00	AN	PROS
IDTEMP	***	09/15/15	***	***	$0.00	$5,089.00	AN	PROS
IDTEMP	***	09/17/15	***	***	$1,559.00	$312.00	AN	TENT
IDTEMP	***	09/22/15	***	***	$26,160.00	$0.00	AN	PROS
IDTEMP	***	09/23/15	***	***	$3,255.00	$5,261.00	AN	DEF
IDTEMP	***	10/16/15	***	***	$3,280.00	$9,364.00	AN	DEF
IDTEMP	***	10/22/15	***	***	$5,248.00	$4,518.00	GG	PROS
SPHATP	***	01/01/15	***	***	$276.00	$0.00	SM	TENT
SPHATP	***	01/01/15	***	***	$2,820.00	$0.00	TM	DEF
SPHATP	***	01/02/15	***	***	$990.00	$0.00	TM	DEF
SPHATP	***	01/02/15	***	***	$474.00	$0.00	SM	DEF
SPHATP	***	01/04/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	01/06/15	***	***	$2,616.00	$0.00	TM	DEF
SPHATP	***	01/08/15	***	***	$1,424.00	$0.00	TM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
SPHATP	***	01/08/15	***	***	$445.00	$0.00	TM	DEF
SPHATP	***	01/09/15	***	***	$2,024.00	$0.00	TM	DEF
SPHATP	***	01/09/15	***	***	$1,880.00	$0.00	TM	DEF
SPHATP	***	01/09/15	***	***	$4,400.00	$0.00	GG	DEF
SPHATP	***	01/11/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	01/14/15	***	***	$1,596.00	$0.00	TM	DEF
SPHATP	***	01/15/15	***	***	$1,584.00	$0.00	TM	DEF
SPHATP	***	01/16/15	***	***	$2,632.00	$0.00	TM	DEF
SPHATP	***	01/16/15	***	***	$1,188.00	$0.00	TM	DEF
SPHATP	***	01/16/15	***	***	$2,632.00	$0.00	TM	DEF
SPHATP	***	01/16/15	***	***	$24,198.00	$0.00	TM	DEF
SPHATP	***	01/16/15	***	***	$198.00	$0.00	TM	TENT
SPHATP	***	01/16/15	***	***	$178.00	$0.00	TM	TENT
SPHATP	***	01/18/15	***	***	$2,944.00	$0.00	GG	DEF
SPHATP	***	01/19/15	***	***	$21,360.00	$16,979.00	CG	DEF
SPHATP	***	01/22/15	***	***	$712.00	$0.00	TM	DEF
SPHATP	***	01/23/15	***	***	$1,656.00	$0.00	CG	DEF
SPHATP	***	01/23/15	***	***	$2,992.00	$0.00	GG	PROS
SPHATP	***	01/23/15	***	***	$636.00	$0.00	SM	TENT
SPHATP	***	01/24/15	***	***	$88.00	$0.00	GG	TENT
SPHATP	***	01/24/15	***	***	$1,287.00	$0.00	TM	DEF
SPHATP	***	01/24/15	***	***	$178.00	$0.00	SM	DEF
SPHATP	***	01/25/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	01/26/15	***	***	$520.00	$0.00	SM	DEF
SPHATP	***	01/29/15	***	***	$2,729.00	$0.00	TM	DEF
SPHATP	***	01/29/15	***	***	$1,107.00	$0.00	SM	TENT
SPHATP	***	01/30/15	***	***	$182.00	$0.00	TM	TENT
SPHATP	***	01/30/15	***	***	$2,178.00	$0.00	TM	DEF
SPHATP	***	02/01/15	***	***	$1,744.00	$355.00	SM	DEF
SPHATP	***	02/01/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	02/01/15	***	***	$546.00	$0.00	CG	PROS
SPHATP	***	02/02/15	***	***	$5,005.00	$0.00	SM	DEF
SPHATP	***	02/03/15	***	***	$3,201.00	$2,100.00	CG	DEF
SPHATP	***	02/05/15	***	***	$13,992.00	$0.00	SM	DEF
SPHATP	***	02/06/15	***	***	$1,029.00	$0.00	TM	DEF
SPHATP	***	02/06/15	***	***	$3,696.00	$0.00	GG	TENT
SPHATP	***	02/07/15	***	***	$940.00	$0.00	TM	TENT
SPHATP	***	02/07/15	***	***	$89.00	$0.00	TM	TENT
SPHATP	***	02/07/15	***	***	$1,128.00	$0.00	TM	DEF
SPHATP	***	02/08/15	***	***	$3,680.00	$0.00	GG	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
SPHATP	***	02/09/15	***	***	$11,536.00	$14,550.00	CG	DEF
SPHATP	***	02/09/15	***	***	$1,496.00	$500.00	AN	DEF
SPHATP	***	02/11/15	***	***	$10,752.00	$14,750.00	CG	DEF
SPHATP	***	02/11/15	***	***	$31,458.00	$40,506.00	AN	DEF
SPHATP	***	02/12/15	***	***	$22,551.00	$0.00	AN	DEF
SPHATP	***	02/13/15	***	***	$940.00	$0.00	TM	DEF
SPHATP	***	02/13/15	***	***	$1,128.00	$0.00	TM	DEF
SPHATP	***	02/13/15	***	***	$3,938.00	$0.00	TM	DEF
SPHATP	***	02/14/15	***	***	$420.00	$0.00	SM	TENT
SPHATP	***	02/15/15	***	***	$2,944.00	$0.00	GG	DEF
SPHATP	***	02/19/15	***	***	$276.00	$0.00	TT	TENT
SPHATP	***	02/19/15	***	***	$83,979.00	$20,250.00	AN	DEF
SPHATP	***	02/19/15	***	***	$2,552.00	$0.00	AN	DEF
SPHATP	***	02/20/15	***	***	$1,962.00	$0.00	TM	DEF
SPHATP	***	02/20/15	***	***	$2,142.00	$0.00	TM	DEF
SPHATP	***	02/20/15	***	***	$2,398.00	$0.00	TM	DEF
SPHATP	***	02/20/15	***	***	$297.00	$0.00	TM	TENT
SPHATP	***	02/22/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	02/22/15	***	***	$79.00	$0.00	SM	TENT
SPHATP	***	02/25/15	***	***	$202.00	$0.00	CG	TENT
SPHATP	***	02/26/15	***	***	$9,035.00	$8,000.00	CG	DEF
SPHATP	***	02/27/15	***	***	$566.00	$0.00	SM	TENT
SPHATP	***	02/27/15	***	***	$218.00	$0.00	TM	TENT
SPHATP	***	02/27/15	***	***	$2,444.00	$0.00	TM	DEF
SPHATP	***	02/27/15	***	***	$1,584.00	$0.00	TM	DEF
SPHATP	***	02/28/15	***	***	$178.00	$0.00	NE	TENT
SPHATP	***	03/01/15	***	***	$84.00	$0.00	SM	TENT
SPHATP	***	03/01/15	***	***	$2,565.00	$2,200.00	CG	PROS
SPHATP	***	03/01/15	***	***	$92.00	$0.00	TT	TENT
SPHATP	***	03/01/15	***	***	$2,944.00	$0.00	GG	DEF
SPHATP	***	03/02/15	***	***	$2,547.00	$1,400.00	TM	DEF
SPHATP	***	03/02/15	***	***	$9,240.00	$1,800.00	GG	PROS
SPHATP	***	03/03/15	***	***	$14,794.00	$10,239.00	SM	DEF
SPHATP	***	03/03/15	***	***	$3,120.00	$0.00	TM	DEF
SPHATP	***	03/04/15	***	***	$5,445.00	$0.00	TM	DEF
SPHATP	***	03/04/15	***	***	$2,301.00	$0.00	TM	DEF
SPHATP	***	03/04/15	***	***	$2,376.00	$0.00	TM	DEF
SPHATP	***	03/04/15	***	***	$4,632.00	$0.00	TM	DEF
SPHATP	***	03/04/15	***	***	$4,680.00	$0.00	TM	DEF
SPHATP	***	03/04/15	***	***	$2,080.00	$0.00	TM	DEF
SPHATP	***	03/04/15	***	***	$2,912.00	$0.00	TM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
SPHATP	***	03/04/15	***	***	$3,168.00	$0.00	TM	DEF
SPHATP	***	03/04/15	***	***	$3,960.00	$0.00	TM	DEF
SPHATP	***	03/04/15	***	***	$3,384.00	$0.00	TM	DEF
SPHATP	***	03/04/15	***	***	$3,666.00	$0.00	TM	TENT
SPHATP	***	03/04/15	***	***	$2,673.00	$0.00	TM	TENT
SPHATP	***	03/04/15	***	***	$376.00	$0.00	TM	TENT
SPHATP	***	03/04/15	***	***	$25,800.00	$0.00	SM	PROS
SPHATP	***	03/06/15	***	***	$218.00	$0.00	TM	TENT
SPHATP	***	03/06/15	***	***	$3,427.00	$0.00	CG	PROS
SPHATP	***	03/06/15	***	***	$109.00	$0.00	SM	TENT
SPHATP	***	03/06/15	***	***	$1,782.00	$0.00	TM	TENT
SPHATP	***	03/06/15	***	***	$744.00	$5,410.00	SM	DEF
SPHATP	***	03/06/15	***	***	$1,962.00	$0.00	TM	DEF
SPHATP	***	03/06/15	***	***	$3,760.00	$0.00	TM	DEF
SPHATP	***	03/07/15	***	***	$188.00	$0.00	TM	TENT
SPHATP	***	03/08/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	03/09/15	***	***	$2,616.00	$0.00	CG	DEF
SPHATP	***	03/11/15	***	***	$7,360.00	$0.00	SM	DEF
	***		***	***
SPHATP	***	03/11/15	***	***	$22,528.00	$16,125.00	SM	DEF
SPHATP	***	03/12/15	***	***	$37,674.00	$3,000.00	TM	DEF
SPHATP	***	03/13/15	***	***	$1,744.00	$0.00	TM	DEF
	***		***	***
SPHATP	***	03/13/15	***	***	$1,744.00	$0.00	TM	DEF
	***		***	***
SPHATP	***	03/13/15	***	***	$2,180.00	$0.00	TM	DEF
	***		***	***
SPHATP	***	03/13/15	***	***	$6,104.00	$0.00	TM	DEF
SPHATP	***	03/13/15	***	***	$2,348.00	$0.00	TT	DEF
SPHATP	***	03/13/15	***	***	$1,526.00	$0.00	TM	DEF
SPHATP	***	03/13/15	***	***	$218.00	$0.00	TM	TENT
SPHATP	***	03/14/15	***	***	$89.00	$0.00	SM	TENT
SPHATP	***	03/15/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	03/16/15	***	***	$24,102.00	$21,013.00	SM	DEF
SPHATP	***	03/19/15	***	***	$5,811.00	$0.00	TM	DEF
SPHATP	***	03/19/15	***	***	$1,200.00	$0.00	SM	DEF
SPHATP	***	03/19/15	***	***	$18,504.00	$0.00	TM	DEF
SPHATP	***	03/19/15	***	***	$447.00	$0.00	TM	TENT
SPHATP	***	03/19/15	***	***	$5,811.00	$0.00	TM	DEF
SPHATP	***	03/19/15	***	***	$5,811.00	$0.00	TM	DEF
SPHATP	***	03/19/15	***	***	$12,963.00	$0.00	TM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
SPHATP	***	03/19/15	***	***	$1,668.00	$0.00	TM	DEF
SPHATP	***	03/19/15	***	***	$9,834.00	$0.00	TM	DEF
SPHATP	***	03/19/15	***	***	$4,857.00	$0.00	TM	DEF
SPHATP	***	03/19/15	***	***	$2,652.00	$0.00	TM	DEF
SPHATP	***	03/19/15	***	***	$1,455.00	$1,088.00	TM	DEF
SPHATP	***	03/19/15	***	***	$9,834.00	$0.00	TM	DEF
SPHATP	***	03/20/15	***	***	$184.00	$0.00	TT	TENT
SPHATP	***	03/21/15	***	***	$4,224.00	$0.00	TT	DEF
SPHATP	***	03/22/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	03/25/15	***	***	$109.00	$0.00	SM	TENT
SPHATP	***	03/25/15	***	***	$23,839.00	$0.00	TM	DEF
SPHATP	***	03/26/15	***	***	$9,834.00	$0.00	TM	DEF
SPHATP	***	03/26/15	***	***	$0.00	$385.00	CG	DEF
SPHATP	***	03/26/15	***	***	$4,470.00	$0.00	TM	DEF
SPHATP	***	03/26/15	***	***	$2,622.00	$0.00	TM	DEF
SPHATP	***	03/26/15	***	***	$17,430.00	$0.00	TM	DEF
SPHATP	***	03/26/15	***	***	$15,882.00	$0.00	TM	DEF
SPHATP	***	03/26/15	***	***	$27,463.00	$10,000.00	AN	DEF
SPHATP	***	03/26/15	***	***	$368.00	$0.00	TT	TENT
SPHATP	***	03/26/15	***	***	$387.00	$0.00	TM	TENT
SPHATP	***	03/27/15	***	***	$2,086.00	$0.00	TM	DEF
SPHATP	***	03/29/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	03/29/15	***	***	$79.00	$0.00	SM	TENT
SPHATP	***	03/31/15	***	***	$61,662.00	$0.00	SM	DEF
SPHATP	***	04/02/15	***	***	$2,398.00	$0.00	TM	DEF
SPHATP	***	04/03/15	***	***	$218.00	$0.00	TM	TENT
SPHATP	***	04/05/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	04/06/15	***	***	$12,493.00	$0.00	SM	DEF
SPHATP	***	04/07/15	***	***	$7,392.00	$4,493.00	CG	DEF
SPHATP	***	04/07/15	***	***	$1,104.00	$0.00	CG	DEF
SPHATP	***	04/07/15	***	***	$15,640.00	$4,804.00	AN	PROS
SPHATP	***	04/08/15	***	***	$27,261.00	$24,295.00	SM	DEF
SPHATP	***	04/08/15	***	***	$2,976.00	$0.00	SM	DEF
SPHATP	***	04/10/15	***	***	$3,000.00	$0.00	TM	DEF
SPHATP	***	04/10/15	***	***	$2,772.00	$0.00	TM	DEF
SPHATP	***	04/10/15	***	***	$109.00	$0.00	TM	TENT
SPHATP	***	04/10/15	***	***	$9,200.00	$0.00	SM	TENT
SPHATP	***	04/12/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	04/12/15	***	***	$80,538.00	$48,800.00	AN	DEF
SPHATP	***	04/15/15	***	***	$36,570.00	$0.00	AN	DEF
SPHATP	***	04/16/15	***	***	$62,042.00	$0.00	CG	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
SPHATP	***	04/17/15	***	***	$2,502.00	$0.00	TM	DEF
SPHATP	***	04/17/15	***	***	$2,880.00	$0.00	TM	DEF
SPHATP	***	04/18/15	***	***	$2,180.00	$0.00	TM	DEF
SPHATP	***	04/19/15	***	***	$1,157.00	$0.00	TT	DEF
SPHATP	***	04/19/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	04/20/15	***	***	$18,304.00	$600.00	GG	DEF
SPHATP	***	04/20/15	***	***	$18,240.00	$18,000.00	CG	DEF
SPHATP	***	04/22/15	***	***	$8,284.00	$7,500.00	AN	DEF
SPHATP	***	04/23/15	***	***	$22,491.00	$0.00	AN	DEF
SPHATP	***	04/23/15	***	***	$5,547.00	$3,700.00	SM	DEF
SPHATP	***	04/23/15	***	***	$1,526.00	$0.00	TM	TENT
SPHATP	***	04/23/15	***	***	$4,455.00	$800.00	SM	PROS
SPHATP	***	04/23/15	***	***	$368.00	$0.00	TT	TENT
SPHATP	***	04/23/15	***	***	$545.00	$0.00	SM	PROS
SPHATP	***	04/23/15	***	***	$1,417.00	$0.00	CG	DEF
SPHATP	***	04/24/15	***	***	$2,142.00	$0.00	TM	DEF
SPHATP	***	04/24/15	***	***	$238.00	$0.00	TM	TENT
SPHATP	***	04/24/15	***	***	$734.00	$0.00	SM	TENT
SPHATP	***	04/25/15	***	***	$48,875.00	$32,222.00	TM	DEF
SPHATP	***	04/25/15	***	***	$48,875.00	$32,222.00		DEF
SPHATP	***	04/26/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	04/26/15	***	***	$74.00	$0.00	SM	TENT
SPHATP	***	04/26/15	***	***	$38,942.00	$0.00	TT	DEF
SPHATP	***	04/30/15	***	***	$7,155.00	$0.00	TM	DEF
SPHATP	***	04/30/15	***	***	$21,004.00	$18,500.00	SM	DEF
SPHATP	***	04/30/15	***	***	$298.00	$0.00	TM	TENT
SPHATP	***	05/01/15	***	***	$4,556.00	$810.00	TM	DEF
SPHATP	***	05/01/15	***	***	$3,720.00	$0.00	TM	DEF
SPHATP	***	05/01/15	***	***	$8,910.00	$0.00	TM	DEF
SPHATP	***	05/03/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	05/03/15	***	***	$9,900.00	$10,400.00	CG	PROS
SPHATP	***	05/03/15	***	***	$10,000.00	$0.00	SM	TENT
SPHATP	***	05/05/15	***	***	$20,250.00	$0.00	AN	DEF
SPHATP	***	05/06/15	***	***	$33,000.00	$13,720.00	AN	PROS
SPHATP	***	05/06/15	***	***	$101.00	$0.00	CG	DEF
SPHATP	***	05/06/15	***	***	$28,620.00	$0.00	TM	DEF
SPHATP	***	05/07/15	***	***	$8,772.00	$0.00	TM	DEF
SPHATP	***	05/08/15	***	***	$6,360.00	$0.00	SM	DEF
SPHATP	***	05/08/15	***	***	$1,074.00	$0.00	SM	DEF
SPHATP	***	05/08/15	***	***	$6,672.00	$0.00	CG	TENT
SPHATP	***	05/09/15	***	***	$0.00	$500.00	CG	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
SPHATP	***	05/09/15	***	***	$3,498.00	$0.00	SM	DEF
SPHATP	***	05/10/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	05/12/15	***	***	$7,029.00	$3,550.00	AN	DEF
SPHATP	***	05/12/15	***	***	$10,692.00	$0.00	TM	TENT
SPHATP	***	05/12/15	***	***	$396.00	$0.00	TM	TENT
SPHATP	***	05/12/15	***	***	$5,742.00	$0.00	TM	DEF
SPHATP	***	05/12/15	***	***	$9,702.00	$4,000.00	TM	DEF
SPHATP	***	05/13/15	***	***	$5,643.00	$0.00	TM	DEF
SPHATP	***	05/14/15	***	***	$525.00	$0.00	SM	DEF
SPHATP	***	05/14/15	***	***	$7,110.00	$11,000.00	SM	PROS
SPHATP	***	05/15/15	***	***	$3,488.00	$0.00	SM	DEF
SPHATP	***	05/16/15	***	***	$1,880.00	$0.00	TM	TENT
SPHATP	***	05/17/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	05/17/15	***	***	$2,848.00	$0.00	TM	TENT
SPHATP	***	05/17/15	***	***	$1,424.00	$0.00	TM	TENT
SPHATP	***	05/17/15	***	***	$318.00	$0.00	TM	PROS
SPHATP	***	05/17/15	***	***	$3,560.00	$800.00	TM	DEF
SPHATP	***	05/17/15	***	***	$2,670.00	$0.00	TM	DEF
SPHATP	***	05/17/15	***	***	$16,549.00	$16,900.00	AN	DEF
SPHATP	***	05/17/15	***	***	$1,424.00	$0.00	TM	DEF
SPHATP	***	05/18/15	***	***	$11,590.00	$0.00	AN	PROS
SPHATP	***	05/21/15	***	***	$0.00	$0.00	SM	PROS
SPHATP	***	05/21/15	***	***	$12,900.00	$0.00	TM	TENT
SPHATP	***	05/22/15	***	***	$218.00	$0.00	SM	PROS
SPHATP	***	05/22/15	***	***	$357.00	$0.00	TM	TENT
SPHATP	***	05/22/15	***	***	$3,213.00	$0.00	TM	DEF
SPHATP	***	05/22/15	***	***	$4,284.00	$0.00	TM	DEF
SPHATP	***	05/24/15	***	***	$2,944.00	$0.00	GG	DEF
SPHATP	***	05/25/15	***	***	$11,590.00	$3,840.00	AN	PROS
SPHATP	***	05/26/15	***	***	$0.00	$0.00	TM	PROS
SPHATP	***	05/26/15	***	***	$654.00	$0.00	TM	DEF
SPHATP	***	05/28/15	***	***	$1,526.00	$0.00	TM	DEF
SPHATP	***	05/28/15	***	***	$2,180.00	$0.00	TM	DEF
SPHATP	***	05/28/15	***	***	$1,635.00	$0.00	TM	DEF
SPHATP	***	05/28/15	***	***	$2,398.00	$0.00	TM	DEF
SPHATP	***	05/28/15	***	***	$1,635.00	$0.00	TM	DEF
SPHATP	***	05/28/15	***	***	$3,924.00	$0.00	TM	DEF
SPHATP	***	05/28/15	***	***	$1,090.00	$0.00	TM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
SPHATP	***	05/28/15	***	***	$2,943.00	$0.00	TM	DEF
SPHATP	***	05/28/15	***	***	$872.00	$0.00	TM	TENT
SPHATP	***	05/28/15	***	***	$1,744.00	$0.00	TM	TENT
SPHATP	***	05/29/15	***	***	$218.00	$0.00	SM	PROS
SPHATP	***	05/31/15	***	***	$3,496.00	$0.00	GG	DEF
SPHATP	***	06/01/15	***	***	$32,448.00	$11,500.00	AN	DEF
SPHATP	***	06/05/15	***	***	$5,397.00	$0.00	SM	DEF
SPHATP	***	06/07/15	***	***	$4,600.00	$0.00	GG	DEF
SPHATP	***	06/08/15	***	***	$7,524.00	$4,200.00	AN	DEF
SPHATP	***	06/11/15	***	***	$4,224.00	$2,580.00	GG	PROS
SPHATP	***	06/11/15	***	***	$632.00	$0.00	SM	TENT
SPHATP	***	06/12/15	***	***	$210.00	$0.00	SM	TENT
SPHATP	***	06/12/15	***	***	$238.00	$0.00	TM	TENT
SPHATP	***	06/12/15	***	***	$2,856.00	$0.00	TM	DEF
SPHATP	***	06/13/15	***	***	$545.00	$0.00	TM	DEF
SPHATP	***	06/13/15	***	***	$774.00	$0.00	SM	TENT
SPHATP	***	06/14/15	***	***	$11,550.00	$8,950.00	AN	DEF
SPHATP	***	06/14/15	***	***	$4,600.00	$0.00	GG	DEF
SPHATP	***	06/15/15	***	***	$2,670.00	$0.00	TM	DEF
SPHATP	***	06/15/15	***	***	$4,200.00	$5,000.00	AN	DEF
SPHATP	***	06/17/15	***	***	$2,970.00	$0.00	SM	PROS
SPHATP	***	06/18/15	***	***	$1,308.00	$0.00	SM	PROS
SPHATP	***	06/18/15	***	***	$840.00	$0.00	SM	TENT
SPHATP	***	06/18/15	***	***	$11,445.00	$0.00	TM	DEF
SPHATP	***	06/19/15	***	***	$56,784.00	$0.00	AN	PROS
SPHATP	***	06/21/15	***	***	$17,997.00	$20,128.00	AN	PROS
SPHATP	***	06/21/15	***	***	$4,600.00	$0.00	GG	DEF
SPHATP	***	06/24/15	***	***	$1,554.00	$1,500.00	TT	DEF
SPHATP	***	06/25/15	***	***	$4,085.00	$7,000.00	AN	DEF
SPHATP	***	06/26/15	***	***	$89,003.00	$8,755.00	AN	DEF
SPHATP	***	06/28/15	***	***	$3,680.00	$0.00	GG	DEF
SPHATP	***	06/29/15	***	***	$1,554.00	$0.00	TT	DEF
SPHATP	***	07/03/15	***	***	$1,904.00	$0.00	SM	DEF
SPHATP	***	07/04/15	***	***	$266.00	$0.00	SM	TENT
SPHATP	***	07/05/15	***	***	$2,850.00	$0.00	TT	PROS
SPHATP	***	07/05/15	***	***	$436.00	$0.00	SM	PROS
SPHATP	***	07/05/15	***	***	$258.00	$0.00	TM	TENT
SPHATP	***	07/05/15	***	***	$4,600.00	$0.00	GG	DEF
SPHATP	***	07/08/15	***	***	$24,130.00	$25,500.00	AN	DEF
SPHATP	***	07/10/15	***	***	$14,976.00	$0.00	CG	DEF
SPHATP	***	07/10/15	***	***	$8,340.00	$5,995.00	SM	PROS

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
SPHATP	***	07/10/15	***	***	$763.00	$0.00	SM	DEF
SPHATP	***	07/12/15	***	***	$4,600.00	$0.00	GG	DEF
SPHATP	***	07/13/15	***	***	$1,840.00	$1,500.00	CG	TENT
SPHATP	***	07/13/15	***	***	$45,290.00	$13,000.00	SM	DEF
SPHATP	***	07/13/15	***	***	$15,021.00	$3,800.00	CG	PROS
SPHATP	***	07/14/15	***	***	$2,834.00	$700.00	CG	PROS
SPHATP	***	07/14/15	***	***	$1,339.00	$0.00	TT	DEF
SPHATP	***	07/15/15	***	***	$105.00	$0.00	SM	TENT
SPHATP	***	07/16/15	***	***	$840.00	$0.00	TM	TENT
	***		***	***
SPHATP	***	07/16/15	***	***	$4,578.00	$0.00	SM	DEF
SPHATP	***	07/17/15	***	***	$246.00	$0.00	SM	TENT
SPHATP	***	07/19/15	***	***	$4,600.00	$0.00	GG	DEF
SPHATP	***	07/20/15	***	***	$24,728.00	$14,000.00	SM	DEF
SPHATP	***	07/21/15	***	***	$1,547.00	$0.00	TT	DEF
SPHATP	***	07/22/15	***	***	$4,140.00	$32,824.00	SM	TENT
SPHATP	***	07/22/15	***	***	$83,000.00	$0.00	SM	DEF
SPHATP	***	07/23/15	***	***	$712.00	$0.00	SM	TENT
SPHATP	***	07/23/15	***	***	$9,804.00	$0.00	TM	TENT
SPHATP	***	07/23/15	***	***	$5,772.00	$0.00	SM	TENT
SPHATP	***	07/24/15	***	***	$250.00	$0.00	SM	TENT
SPHATP	***	07/24/15	***	***	$2,322.00	$0.00	TM	DEF
SPHATP	***	07/25/15	***	***	$5,960.00	$0.00	SM	PROS
SPHATP	***	07/26/15	***	***	$4,600.00	$0.00	GG	DEF
SPHATP	***	07/27/15	***	***	$31,824.00	$0.00	TM	DEF
SPHATP	***	07/27/15	***	***	$6,336.00	$3,705.00	GG	PROS
SPHATP	***	07/27/15	***	***	$3,456.00	$3,220.00	CG	PROS
SPHATP	***	07/30/15	***	***	$0.00	$0.00	SM	PROS
SPHATP	***	07/30/15	***	***	$74,704.00	$0.00	SM	PROS
SPHATP	***	07/30/15	***	***	$55,438.00	$9,025.00	CG	DEF
SPHATP	***	07/31/15	***	***	$122,199.00	$0.00	SM	DEF
SPHATP	***	08/02/15	***	***	$4,600.00	$0.00	GG	DEF
SPHATP	***	08/05/15	***	***	$5,656.00	$6,700.00	SM	DEF
SPHATP	***	08/07/15	***	***	$238.00	$0.00	SM	TENT
SPHATP	***	08/08/15	***	***	$1,598.00	$0.00	TT	DEF
SPHATP	***	08/09/15	***	***	$44,000.00	$0.00	GG	PROS
SPHATP	***	08/09/15	***	***	$4,600.00	$0.00	GG	DEF
SPHATP	***	08/11/15	***	***	$28,060.00	$13,000.00	CG	DEF
SPHATP	***	08/13/15	***	***	$109.00	$0.00	TM	TENT
SPHATP	***	08/14/15	***	***	$0.00	$0.00	SM	PROS
SPHATP	***	08/14/15	***	***	$1,309.00	$0.00	TM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
SPHATP	***	08/15/15	***	***	$1,598.00	$0.00	TT	DEF
SPHATP	***	08/16/15	***	***	$5,980.00	$0.00	GG	DEF
SPHATP	***	08/17/15	***	***	$4,641.00	$0.00	SM	TENT
SPHATP	***	08/17/15	***	***	$156,393.00	$0.00	SM	DEF
SPHATP	***	08/22/15	***	***	$0.00	$0.00	SM	PROS
SPHATP	***	08/23/15	***	***	$5,520.00	$0.00	GG	DEF
SPHATP	***	08/28/15	***	***	$360.00	$0.00	TM	TENT
SPHATP	***	08/30/15	***	***	$52,800.00	$26,000.00	GG	PROS
SPHATP	***	08/30/15	***	***	$4,097.00	$0.00	GG	DEF
SPHATP	***	09/03/15	***	***	$1,050.00	$0.00	SM	PROS
SPHATP	***	09/06/15	***	***	$3,009.00	$0.00	GG	DEF
SPHATP	***	09/07/15	***	***	$6,497.00	$4,000.00	SM	PROS
SPHATP	***	09/09/15	***	***	$18,615.00	$7,500.00	AN	DEF
SPHATP	***	09/10/15	***	***	$11,550.00	$6,000.00	SM	TENT
SPHATP	***	09/12/15	***	***	$1,308.00	$0.00	TM	TENT
SPHATP	***	09/13/15	***	***	$3,762.00	$0.00	GG	DEF
SPHATP	***	09/13/15	***	***	$13,120.00	$11,000.00	GG	DEF
SPHATP	***	09/15/15	***	***	$18,315.00	$6,000.00	CG	PROS
SPHATP	***	09/16/15	***	***	$2,288.00	$2,550.00	GG	DEF
SPHATP	***	09/18/15	***	***	$15,543.00	$15,000.00	SM	PROS
SPHATP	***	09/20/15	***	***	$0.00	$0.00	SM	PROS
SPHATP	***	09/20/15	***	***	$3,762.00	$0.00	GG	DEF
SPHATP	***	09/21/15	***	***	$3,520.00	$3,300.00	SM	TENT
SPHATP	***	09/22/15	***	***	$10,120.00	$0.00	CG	DEF
SPHATP	***	09/22/15	***	***	$9,504.00	$10,000.00	CG	PROS
SPHATP	***	09/22/15	***	***	$5,544.00	$7,620.00	CG	DEF
SPHATP	***	09/25/15	***	***	$17,186.00	$0.00	SM	DEF
SPHATP	***	09/25/15	***	***	$2,180.00	$471.00	SM	TENT
SPHATP	***	09/25/15	***	***	$3,800.00	$5,000.00	SM	PROS
SPHATP	***	09/27/15	***	***	$15,660.00	$0.00	SM	PROS
SPHATP	***	09/27/15	***	***	$3,762.00	$0.00	GG	DEF
SPHATP	***	10/01/15	***	***	$990.00	$250.00	AN	DEF
SPHATP	***	10/02/15	***	***	$4,360.00	$0.00	TM	DEF
SPHATP	***	10/02/15	***	***	$3,960.00	$6,210.00	SM	PROS
SPHATP	***	10/02/15	***	***	$20,000.00	$37,500.00	SM	PROS
SPHATP	***	10/04/15	***	***	$12,282.00	$12,800.00	AN	DEF
	***		***	***
SPHATP	***	10/04/15	***	***	$3,762.00	$0.00	GG	DEF
SPHATP	***	10/05/15	***	***	$7,992.00	$1,000.00	CG	DEF
SPHATP	***	10/06/15	***	***	$20,165.00	$6,000.00	CG	PROS

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
SPHATP	***	10/06/15	***	***	$1,128.00	$0.00	TT	DEF
SPHATP	***	10/09/15	***	***	$3,960.00	$6,210.00	SM	PROS
SPHATP	***	10/09/15	***	***	$2,850.00	$4,000.00	SM	PROS
SPHATP	***	10/11/15	***	***	$22,000.00	$0.00	AN	PROS
SPHATP	***	10/11/15	***	***	$3,009.00	$0.00	GG	DEF
SPHATP	***	10/12/15	***	***	$5,280.00	$750.00	GG	DEF
SPHATP	***	10/13/15	***	***	$890.00	$0.00	TT	DEF
SPHATP	***	10/13/15	***	***	$14,080.00	$7,800.00	SM	PROS
SPHATP	***	10/15/15	***	***	$0.00	$0.00	SM	PROS
SPHATP	***	10/16/15	***	***	$4,240.00	$2,425.00	SM	PROS
SPHATP	***	10/18/15	***	***	$3,762.00	$0.00	GG	DEF
SPHATP	***	10/22/15	***	***	$834.00	$0.00	SM	TENT
SPHATP	***	10/25/15	***	***	$3,762.00	$0.00	GG	DEF
SPHATP	***	10/26/15	***	***	$10,560.00	$13,850.00	AN	DEF
SPHATP	***	10/27/15	***	***	$109.00	$0.00	AN	PROS
SPHATP	***	11/01/15	***	***	$3,762.00	$0.00	GG	DEF
SPHATP	***	11/08/15	***	***	$3,009.00	$0.00	GG	DEF
SPHATP	***	11/10/15	***	***	$9,882.00	$0.00	AN	DEF
SPHATP	***	11/12/15	***	***	$11,970.00	$0.00	AN	TENT
SPHATP	***	11/15/15	***	***	$3,762.00	$0.00	GG	DEF
SPHATP	***	11/19/15	***	***	$3,738.00	$0.00	TT	DEF
SPHATP	***	11/22/15	***	***	$3,009.00	$0.00	GG	DEF
SPHATP	***	11/27/15	***	***	$134,240.00	$0.00	AN	PROS
SPHATP	***	11/29/15	***	***	$3,762.00	$0.00	GG	DEF
SPHATP	***	12/01/15	***	***	$11,088.00	$7,250.00	AN	PROS
SPHATP	***	12/06/15	***	***	$3,762.00	$0.00	GG	DEF
SPHATP	***	12/12/15	***	***	$1,968.00	$0.00	CG	PROS
SPHATP	***	12/13/15	***	***	$3,762.00	$0.00	GG	DEF
SPHATP	***	12/20/15	***	***	$3,009.00	$0.00	GG	DEF
SPHATP	***	12/27/15	***	***	$3,009.00	$0.00	GG	DEF
Property Abbrev. subtotal:			***	***	$3,375,922.00	$865,173.00
Grand Total				***	$4,124,481.00	$1,125,787.00

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
UTSLDT	***	01/04/15	***	***	$886.00	$0.00	TT	DEF
UTSLDT	***	01/07/15	***	***	$11,952.00	$2,125.00	SM	PROS
UTSLDT	***	01/08/15	***	***	$11,952.00	$682.00	SM	DEF
UTSLDT	***	01/14/15	***	***	$2,212.00	$0.00	SM	DEF
UTSLDT	***	01/15/15	***	***	$22,729.00	$0.00	TM	DEF
UTSLDT	***	01/16/15	***	***	$1,501.00	$0.00	SM	DEF
UTSLDT	***	01/16/15	***	***	$127,530.00	$0.00	AN	DEF
UTSLDT	***	01/17/15	***	***	$2,670.00	$0.00	CG	DEF
UTSLDT	***	01/24/15	***	***	$2,231.00	$0.00	TT	DEF
UTSLDT	***	01/27/15	***	***	$3,120.00	$345.00	CG	DEF
UTSLDT	***	01/28/15	***	***	$600.00	$0.00	TM	DEF
UTSLDT	***	01/28/15	***	***	$600.00	$0.00	TM	DEF
UTSLDT	***	01/28/15	***	***	$1,580.00	$0.00	TT	DEF
UTSLDT	***	01/28/15	***	***	$2,231.00	$0.00	TT	DEF
UTSLDT	***	01/30/15	***	***	$675.00	$0.00	TM	DEF
UTSLDT	***	01/30/15	***	***	$600.00	$0.00	TM	DEF
UTSLDT	***	02/01/15	***	***	$0.00	$0.00	CG	PROS
UTSLDT	***	02/02/15	***	***	$10,350.00	$7,500.00	CG	TENT
UTSLDT	***	02/07/15	***	***	$2,231.00	$0.00	TT	DEF
UTSLDT	***	02/10/15	***	***	$5,676.00	$0.00	SM	DEF
UTSLDT	***	02/11/15	***	***	$2,231.00	$0.00	TT	DEF
UTSLDT	***	02/16/15	***	***	$1,659.00	$0.00	TT	DEF
UTSLDT	***	02/17/15	***	***	$2,196.00	$900.00	CG	DEF
UTSLDT	***	02/17/15	***	***	$2,037.00	$0.00	TT	DEF
UTSLDT	***	02/21/15	***	***	$2,037.00	$0.00	TT	DEF
UTSLDT	***	02/21/15	***	***	$474.00	$0.00	SM	DEF
UTSLDT	***	02/22/15	***	***	$82,348.00	$0.00	AN	DEF
UTSLDT	***	02/23/15	***	***	$16,380.00	$2,700.00	GG	DEF
UTSLDT	***	03/05/15	***	***	$3,690.00	$1,000.00	CG	DEF
UTSLDT	***	03/06/15	***	***	$58,936.00	$0.00	CG	DEF
UTSLDT	***	03/10/15	***	***	$0.00	$0.00	CG	PROS
UTSLDT	***	03/11/15	***	***	$33,705.00	$3,000.00	AN	PROS
UTSLDT	***	03/12/15	***	***	$828.00	$913.00	SM	PROS
UTSLDT	***	03/16/15	***	***	$37,080.00	$5,925.00	GG	DEF
UTSLDT	***	03/19/15	***	***	$36,225.00	$0.00	TM	DEF
UTSLDT	***	03/22/15	***	***	$12,300.00	$2,100.00	SM	TENT
UTSLDT	***	03/25/15	***	***	$21,525.00	$0.00	TM	DEF
UTSLDT	***	04/06/15	***	***	$1,908.00	$4,406.00	GG	PROS
UTSLDT	***	04/06/15	***	***	$1,659.00	$0.00	TT	PROS
UTSLDT	***	04/06/15	***	***	$11,972.00	$0.00	SM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
UTSLDT	***	04/07/15	***	***	$3,465.00	$600.00	CG	PROS
UTSLDT	***	04/09/15	***	***	$9,775.00	$6,170.00	SM	TENT
UTSLDT	***	04/11/15	***	***	$38,150.00	$0.00	CG	PROS
UTSLDT	***	04/13/15	***	***	$8,993.00	$0.00	CG	DEF
UTSLDT	***	04/13/15	***	***	$5,232.00	$0.00	CG	TENT
UTSLDT	***	04/16/15	***	***	$1,958.00	$3,000.00	AN	DEF
UTSLDT	***	04/18/15	***	***	$1,725.00	$0.00	TT	DEF
UTSLDT	***	04/19/15	***	***	$28,512.00	$12,718.00	SM	DEF
UTSLDT	***	04/26/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	04/27/15	***	***	$8,240.00	$0.00	GG	DEF
UTSLDT	***	04/27/15	***	***	$8,652.00	$3,474.00	SM	PROS
UTSLDT	***	05/03/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	05/04/15	***	***	$16,960.00	$3,300.00	GG	PROS
UTSLDT	***	05/05/15	***	***	$1,033.00	$0.00	TT	DEF
UTSLDT	***	05/06/15	***	***	$1,320.00	$0.00	TT	DEF
UTSLDT	***	05/07/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	05/07/15	***	***	$1,440.00	$0.00	TT	PROS
UTSLDT	***	05/07/15	***	***	$3,649.00	$0.00	TT	DEF
UTSLDT	***	05/08/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	05/08/15	***	***	$792.00	$0.00	TT	DEF
UTSLDT	***	05/09/15	***	***	$1,440.00	$0.00	TT	PROS
UTSLDT	***	05/10/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	05/10/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	05/13/15	***	***	$83,160.00	$0.00	CG	DEF
UTSLDT	***	05/13/15	***	***	$15,805.00	$0.00	CG	PROS
UTSLDT	***	05/14/15	***	***	$1,428.00	$0.00	TT	DEF
UTSLDT	***	05/14/15	***	***	$4,512.00	$0.00	TT	DEF
UTSLDT	***	05/14/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	05/16/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	05/16/15	***	***	$3,783.00	$0.00	TT	DEF
UTSLDT	***	05/16/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	05/17/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	05/17/15	***	***	$1,540.00	$0.00	TT	DEF
UTSLDT	***	05/17/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	05/18/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	05/19/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	05/20/15	***	***	$1,320.00	$0.00	TT	DEF
UTSLDT	***	05/21/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	05/21/15	***	***	$4,690.00	$3,000.00	SM	DEF
UTSLDT	***	05/21/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	05/22/15	***	***	$3,060.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
UTSLDT	***	05/22/15	***	***	$1,065.00	$0.00	TT	DEF
UTSLDT	***	05/23/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	05/23/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	05/23/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	05/24/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	05/24/15	***	***	$744.00	$0.00	TT	DEF
UTSLDT	***	05/25/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	05/25/15	***	***	$4,556.00	$0.00	TT	DEF
UTSLDT	***	05/26/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	05/27/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	05/27/15	***	***	$121,542.00	$0.00	AN	DEF
UTSLDT	***	05/27/15	***	***	$18,540.00	$0.00	AN	DEF
UTSLDT	***	05/27/15	***	***	$1,320.00	$0.00	TT	DEF
UTSLDT	***	05/28/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	05/28/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	05/28/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	05/28/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	05/29/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	05/29/15	***	***	$2,880.00	$0.00	TT	DEF
UTSLDT	***	05/29/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	05/30/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	05/30/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	05/30/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	05/31/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	05/31/15	***	***	$3,293.00	$0.00	TT	DEF
UTSLDT	***	06/01/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	06/01/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/02/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/03/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	06/04/15	***	***	$1,428.00	$0.00	TT	DEF
UTSLDT	***	06/04/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	06/04/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	06/05/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/05/15	***	***	$2,231.00	$0.00	TT	DEF
UTSLDT	***	06/06/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	06/06/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	06/06/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	06/06/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/06/15	***	***	$1,056.00	$0.00	TT	PROS
UTSLDT	***	06/07/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/07/15	***	***	$1,335.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
UTSLDT	***	06/07/15	***	***	$3,293.00	$0.00	TT	DEF
UTSLDT	***	06/08/15	***	***	$4,556.00	$0.00	TT	DEF
UTSLDT	***	06/08/15	***	***	$5,075.00	$0.00	SM	DEF
UTSLDT	***	06/08/15	***	***	$24,225.00	$4,695.00	SM	DEF
UTSLDT	***	06/08/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	06/09/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	06/10/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	06/10/15	***	***	$7,425.00	$8,645.00	SM	DEF
UTSLDT	***	06/10/15	***	***	$1,320.00	$0.00	TT	DEF
UTSLDT	***	06/10/15	***	***	$948.00	$0.00	CG	DEF
UTSLDT	***	06/11/15	***	***	$1,428.00	$0.00	TT	DEF
UTSLDT	***	06/11/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	06/11/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	06/12/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	06/12/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	06/13/15	***	***	$2,231.00	$0.00	TT	DEF
UTSLDT	***	06/13/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	06/13/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	06/13/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	06/13/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/14/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/15/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	06/15/15	***	***	$4,556.00	$0.00	TT	DEF
UTSLDT	***	06/16/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	06/16/15	***	***	$1,030.00	$0.00	TT	DEF
UTSLDT	***	06/16/15	***	***	$1,090.00	$1,290.00	CG	PROS
UTSLDT	***	06/17/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/17/15	***	***	$1,320.00	$0.00	TT	DEF
UTSLDT	***	06/18/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/18/15	***	***	$10,359.00	$3,850.00	SM	DEF
UTSLDT	***	06/18/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/18/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	06/18/15	***	***	$1,428.00	$0.00	TT	DEF
UTSLDT	***	06/18/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	06/19/15	***	***	$2,880.00	$0.00	TT	DEF
UTSLDT	***	06/20/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	06/20/15	***	***	$7,920.00	$4,670.00	SM	DEF
UTSLDT	***	06/20/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	06/20/15	***	***	$1,408.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
UTSLDT	***	06/21/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/21/15	***	***	$744.00	$0.00	TT	DEF
UTSLDT	***	06/22/15	***	***	$0.00	$0.00	GG	PROS
UTSLDT	***	06/22/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	06/22/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	06/24/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	06/24/15	***	***	$1,320.00	$0.00	TT	DEF
UTSLDT	***	06/24/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/24/15	***	***	$54,500.00	$3,150.00	SM	DEF
UTSLDT	***	06/25/15	***	***	$44,480.00	$4,800.00	TM	PROS
UTSLDT	***	06/25/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/25/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/25/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	06/25/15	***	***	$1,428.00	$0.00	TT	DEF
UTSLDT	***	06/25/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	06/26/15	***	***	$2,880.00	$0.00	TT	DEF
UTSLDT	***	06/26/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	06/26/15	***	***	$1,185.00	$4,900.00	SM	DEF
UTSLDT	***	06/27/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/27/15	***	***	$2,370.00	$950.00	SM	DEF
UTSLDT	***	06/27/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	06/27/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	06/28/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	06/29/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	06/29/15	***	***	$1,260.00	$1,225.00	TT	DEF
UTSLDT	***	06/29/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	06/30/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	06/30/15	***	***	$2,020.00	$0.00	TT	DEF
UTSLDT	***	07/01/15	***	***	$2,640.00	$0.00	TT	DEF
UTSLDT	***	07/01/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/01/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	07/02/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	07/02/15	***	***	$1,428.00	$0.00	TT	DEF
UTSLDT	***	07/02/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	07/02/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/02/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/03/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	07/04/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	07/04/15	***	***	$1,564.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
UTSLDT	***	07/05/15	***	***	$744.00	$0.00	TT	DEF
UTSLDT	***	07/06/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	07/06/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	07/07/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	07/08/15	***	***	$2,370.00	$4,000.00	AN	DEF
UTSLDT	***	07/08/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/08/15	***	***	$2,640.00	$0.00	TT	DEF
UTSLDT	***	07/09/15	***	***	$5,340.00	$8,121.00	SM	DEF
UTSLDT	***	07/09/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/09/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/09/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	07/09/15	***	***	$1,428.00	$0.00	TT	DEF
UTSLDT	***	07/09/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	07/10/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	07/11/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	07/11/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/12/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/12/15	***	***	$744.00	$0.00	TT	DEF
UTSLDT	***	07/13/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	07/13/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	07/14/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	07/15/15	***	***	$2,640.00	$0.00	TT	DEF
UTSLDT	***	07/15/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/16/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/16/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/16/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	07/16/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	07/17/15	***	***	$3,760.00	$0.00	SM	DEF
UTSLDT	***	07/18/15	***	***	$864.00	$0.00	TT	DEF
UTSLDT	***	07/18/15	***	***	$1,056.00	$0.00	TT	PROS
UTSLDT	***	07/18/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/18/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	07/18/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	07/19/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/20/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	07/20/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	07/21/15	***	***	$1,030.00	$0.00	TT	DEF
UTSLDT	***	07/22/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/22/15	***	***	$2,640.00	$0.00	TT	DEF
UTSLDT	***	07/22/15	***	***	$864.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
UTSLDT	***	07/23/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/23/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	07/23/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	07/25/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	07/25/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/26/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/26/15	***	***	$0.00	$0.00	CG	PROS
UTSLDT	***	07/26/15	***	***	$744.00	$0.00	TT	DEF
UTSLDT	***	07/27/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	07/27/15	***	***	$816.00	$0.00	TT	DEF
UTSLDT	***	07/27/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	07/29/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	07/29/15	***	***	$2,640.00	$0.00	TT	DEF
UTSLDT	***	07/30/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	07/30/15	***	***	$2,047.00	$0.00	TT	DEF
UTSLDT	***	07/30/15	***	***	$12,324.00	$7,535.00	SM	DEF
UTSLDT	***	07/30/15	***	***	$1,428.00	$0.00	TT	DEF
UTSLDT	***	07/30/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	07/31/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	08/01/15	***	***	$135,810.00	$0.00	AN	DEF
UTSLDT	***	08/01/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	08/01/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/02/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/02/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	08/03/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	08/08/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/08/15	***	***	$1,056.00	$0.00	TT	PROS
UTSLDT	***	08/09/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/10/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	08/10/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	08/11/15	***	***	$6,768.00	$1,225.00	TT	DEF
UTSLDT	***	08/11/15	***	***	$2,256.00	$0.00	TT	DEF
UTSLDT	***	08/12/15	***	***	$2,640.00	$0.00	TT	DEF
UTSLDT	***	08/12/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/13/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/13/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/14/15	***	***	$960.00	$0.00	TT	DEF
UTSLDT	***	08/15/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/15/15	***	***	$2,231.00	$0.00	TT	DEF
UTSLDT	***	08/15/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	08/16/15	***	***	$1,452.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
UTSLDT	***	08/16/15	***	***	$744.00	$0.00	TT	DEF
UTSLDT	***	08/17/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	08/17/15	***	***	$3,196.00	$0.00	TT	DEF
UTSLDT	***	08/18/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	08/18/15	***	***	$1,030.00	$0.00	TT	DEF
UTSLDT	***	08/18/15	***	***	$1,056.00	$0.00	TT	DEF
UTSLDT	***	08/19/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/19/15	***	***	$2,640.00	$0.00	TT	DEF
UTSLDT	***	08/20/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/20/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/20/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	08/20/15	***	***	$1,428.00	$0.00	TT	DEF
UTSLDT	***	08/20/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	08/22/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	08/22/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	08/22/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/23/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/23/15	***	***	$744.00	$0.00	TT	DEF
UTSLDT	***	08/23/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	08/23/15	***	***	$2,047.00	$0.00	TT	DEF
UTSLDT	***	08/24/15	***	***	$3,196.00	$0.00	TT	DEF
UTSLDT	***	08/24/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	08/24/15	***	***	$2,134.00	$0.00	TT	DEF
UTSLDT	***	08/25/15	***	***	$5,450.00	$450.00	SM	DEF
UTSLDT	***	08/26/15	***	***	$1,320.00	$0.00	TT	DEF
UTSLDT	***	08/26/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/27/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/27/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/27/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	08/27/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	08/29/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	08/29/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	08/29/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	08/29/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/30/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	08/30/15	***	***	$744.00	$0.00	TT	DEF
UTSLDT	***	08/30/15	***	***	$1,056.00	$0.00	TT	PROS
UTSLDT	***	08/31/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	08/31/15	***	***	$4,692.00	$0.00	TT	DEF
UTSLDT	***	09/01/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	09/01/15	***	***	$1,030.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
UTSLDT	***	09/02/15	***	***	$1,320.00	$0.00	TT	DEF
UTSLDT	***	09/02/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	09/03/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	09/03/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	09/03/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	09/04/15	***	***	$1,332.00	$168.00	TT	DEF
UTSLDT	***	09/04/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	09/05/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	09/05/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	09/05/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	09/05/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	09/06/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	09/06/15	***	***	$2,037.00	$0.00	TT	DEF
UTSLDT	***	09/06/15	***	***	$121,794.00	$0.00	CG	DEF
UTSLDT	***	09/07/15	***	***	$4,692.00	$0.00	TT	DEF
UTSLDT	***	09/07/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	09/09/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	09/10/15	***	***	$1,869.00	$0.00	TT	DEF
UTSLDT	***	09/10/15	***	***	$1,428.00	$0.00	TT	DEF
UTSLDT	***	09/10/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	09/10/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	09/11/15	***	***	$2,880.00	$0.00	TT	DEF
UTSLDT	***	09/12/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	09/12/15	***	***	$2,037.00	$0.00	TT	DEF
UTSLDT	***	09/12/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	09/13/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	09/13/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	09/14/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	09/14/15	***	***	$4,692.00	$0.00	TT	DEF
UTSLDT	***	09/15/15	***	***	$4,556.00	$0.00	TT	DEF
UTSLDT	***	09/15/15	***	***	$1,056.00	$0.00	TT	PROS
UTSLDT	***	09/16/15	***	***	$1,320.00	$0.00	TT	DEF
UTSLDT	***	09/16/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	09/17/15	***	***	$1,869.00	$0.00	TT	DEF
UTSLDT	***	09/17/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	09/17/15	***	***	$1,428.00	$0.00	TT	DEF
UTSLDT	***	09/17/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	09/17/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	09/17/15	***	***	$0.00	$0.00	TT	PROS
UTSLDT	***	09/18/15	***	***	$2,880.00	$0.00	TT	DEF
UTSLDT	***	09/18/15	***	***	$4,556.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
UTSLDT	***	09/19/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	09/19/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	09/19/15	***	***	$2,134.00	$0.00	TT	DEF
UTSLDT	***	09/20/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	09/20/15	***	***	$744.00	$0.00	TT	DEF
UTSLDT	***	09/20/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	09/21/15	***	***	$4,692.00	$0.00	TT	DEF
UTSLDT	***	09/21/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	09/22/15	***	***	$757.00	$168.00	TT	DEF
UTSLDT	***	09/22/15	***	***	$0.00	$0.00	TT	PROS
UTSLDT	***	09/23/15	***	***	$1,320.00	$0.00	TT	DEF
UTSLDT	***	09/23/15	***	***	$600.00	$0.00	TT	PROS
UTSLDT	***	09/23/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	09/24/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	09/24/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	09/25/15	***	***	$2,880.00	$0.00	TT	DEF
UTSLDT	***	09/25/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	09/25/15	***	***	$3,060.00	$0.00	TT	DEF
UTSLDT	***	09/25/15	***	***	$1,164.00	$0.00	TT	DEF
UTSLDT	***	09/26/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	09/26/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	09/26/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	09/27/15	***	***	$1,452.00	$0.00	TT	DEF
UTSLDT	***	09/27/15	***	***	$744.00	$0.00	TT	DEF
UTSLDT	***	09/28/15	***	***	$1,056.00	$0.00	TT	PROS
UTSLDT	***	09/28/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	09/28/15	***	***	$1,164.00	$0.00	TT	DEF
UTSLDT	***	09/28/15	***	***	$4,692.00	$0.00	TT	DEF
UTSLDT	***	09/29/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	09/29/15	***	***	$2,688.00	$0.00	TT	DEF
UTSLDT	***	09/30/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	09/30/15	***	***	$1,320.00	$0.00	TT	DEF
UTSLDT	***	10/01/15	***	***	$8,811.00	$0.00	SM	DEF
UTSLDT	***	10/01/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	10/01/15	***	***	$2,178.00	$0.00	TT	DEF
UTSLDT	***	10/01/15	***	***	$1,428.00	$0.00	TT	DEF
UTSLDT	***	10/01/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	10/01/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	10/02/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	10/02/15	***	***	$0.00	$0.00	SM	PROS
UTSLDT	***	10/03/15	***	***	$1,496.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
UTSLDT	***	10/03/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	10/03/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	10/04/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	10/04/15	***	***	$5,607.00	$0.00	TT	DEF
UTSLDT	***	10/05/15	***	***	$0.00	$0.00	TT	PROS
UTSLDT	***	10/05/15	***	***	$1,380.00	$0.00	TT	DEF
UTSLDT	***	10/06/15	***	***	$12,000.00	$0.00	TT	DEF
UTSLDT	***	10/06/15	***	***	$44,550.00	$0.00	TT	DEF
UTSLDT	***	10/06/15	***	***	$26,775.00	$0.00	TT	DEF
UTSLDT	***	10/06/15	***	***	$0.00	$0.00	TT	PROS
UTSLDT	***	10/06/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	10/08/15	***	***	$1,958.00	$3,000.00	AN	DEF
UTSLDT	***	10/08/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	10/10/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	10/10/15	***	***	$1,496.00	$0.00	TT	DEF
UTSLDT	***	10/10/15	***	***	$1,564.00	$0.00	TT	DEF
UTSLDT	***	10/11/15	***	***	$1,335.00	$0.00	TT	DEF
UTSLDT	***	10/11/15	***	***	$1,869.00	$0.00	TT	DEF
UTSLDT	***	10/13/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	10/14/15	***	***	$71,280.00	$0.00	SM	DEF
UTSLDT	***	10/14/15	***	***	$1,320.00	$0.00	TT	DEF
UTSLDT	***	10/17/15	***	***	$1,408.00	$0.00	TT	DEF
UTSLDT	***	10/26/15	***	***	$97,605.00	$0.00	AN	DEF
UTSLDT	***	10/30/15	***	***	$0.00	$0.00	CG	PROS
Property Abbrev. subtotal:			***	***	$2,229,792.00	$126,699.00
WAOLYM ***		01/01/15	***	***	$550.00	$0.00	TT	DEF
WAOLYM ***		01/01/15	***	***	$440.00	$0.00	TT	DEF
WAOLYM ***		01/02/15	***	***	$1,422.00	$0.00	CG	DEF
WAOLYM ***		01/04/15	***	***	$1,162.00	$0.00	SM	DEF
WAOLYM ***		01/05/15	***	***	$1,280.00	$0.00	CG	DEF
WAOLYM ***		01/07/15	***	***	$1,316.00	$0.00	SM	DEF
WAOLYM ***		01/08/15	***	***	$6,750.00	$0.00	TM	DEF
WAOLYM ***		01/08/15	***	***	$980.00	$1,008.00	GG	DEF
WAOLYM ***		01/08/15	***	***	$846.00	$0.00	TM	DEF
WAOLYM ***		01/08/15	***	***	$1,190.00	$0.00	TM	DEF
WAOLYM ***		01/08/15	***	***	$1,456.00	$0.00	TM	DEF
WAOLYM ***		01/08/15	***	***	$1,800.00	$0.00	TM	DEF
WAOLYM ***		01/08/15	***	***	$1,584.00	$1,320.00	CG	DEF
WAOLYM ***		01/09/15	***	***	$1,068.00	$0.00	GG	DEF
WAOLYM ***		01/09/15	***	***	$752.00	$0.00	TM	DEF
WAOLYM ***		01/09/15	***	***	$1,960.00	$0.00	SM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WAOLYM	***	01/09/15	***	***	$4,160.00	$7,238.00	SM	DEF
WAOLYM	***	01/09/15	***	***	$1,316.00	$0.00	TM	DEF
WAOLYM	***	01/09/15	***	***	$340.00	$0.00	SM	DEF
WAOLYM	***	01/10/15	***	***	$4,200.00	$3,816.00	CG	DEF
WAOLYM	***	01/10/15	***	***	$89.00	$0.00	AN	DEF
WAOLYM	***	01/12/15	***	***	$1,280.00	$0.00	CG	TENT
WAOLYM	***	01/13/15	***	***	$2,548.00	$0.00	AN	DEF
WAOLYM	***	01/14/15	***	***	$1,470.00	$0.00	AN	DEF
WAOLYM	***	01/16/15	***	***	$400.00	$0.00	AN	DEF
WAOLYM	***	01/16/15	***	***	$7,140.00	$0.00	AN	DEF
WAOLYM	***	01/16/15	***	***	$1,470.00	$296.00	AN	DEF
WAOLYM	***	01/16/15	***	***	$1,598.00	$0.00	TM	DEF
WAOLYM	***	01/16/15	***	***	$6,120.00	$24,208.00	AN	DEF
WAOLYM	***	01/18/15	***	***	$1,390.00	$0.00	CG	TENT
WAOLYM	***	01/19/15	***	***	$990.00	$0.00	SM	TENT
WAOLYM	***	01/19/15	***	***	$950.00	$0.00	AN	DEF
WAOLYM	***	01/20/15	***	***	$4,042.00	$0.00	AN	DEF
WAOLYM	***	01/20/15	***	***	$27,612.00	$17,251.00	AN	DEF
WAOLYM	***	01/20/15	***	***	$564.00	$249.00	SM	DEF
WAOLYM	***	01/21/15	***	***	$2,548.00	$0.00	GG	DEF
WAOLYM	***	01/21/15	***	***	$1,316.00	$0.00	TM	DEF
WAOLYM	***	01/22/15	***	***	$12,714.00	$2,843.00	GG	DEF
WAOLYM	***	01/23/15	***	***	$8,927.00	$15,686.00	AN	DEF
WAOLYM	***	01/23/15	***	***	$2,970.00	$1,900.00	AN	DEF
WAOLYM	***	01/25/15	***	***	$4,280.00	$0.00	AN	DEF
WAOLYM	***	01/25/15	***	***	$7,150.00	$1,250.00	AN	DEF
WAOLYM	***	01/25/15	***	***	$2,675.00	$13,337.00	AN	DEF
WAOLYM	***	01/25/15	***	***	$882.00	$0.00	GG	DEF
WAOLYM	***	01/26/15	***	***	$9,520.00	$2,900.00	AN	DEF
WAOLYM	***	01/26/15	***	***	$980.00	$1,220.00	GG	DEF
WAOLYM	***	01/26/15	***	***	$2,376.00	$0.00	SM	DEF
WAOLYM	***	01/27/15	***	***	$3,955.00	$3,840.00	NE	DEF
WAOLYM	***	01/27/15	***	***	$495.00	$0.00	SM	DEF
WAOLYM	***	01/27/15	***	***	$14,244.00	$12,642.00	SM	DEF
WAOLYM	***	01/28/15	***	***	$3,267.00	$0.00	CG	PROS
WAOLYM	***	01/28/15	***	***	$2,760.00	$0.00	SM	DEF
WAOLYM	***	01/28/15	***	***	$1,568.00	$0.00	GG	DEF
WAOLYM	***	01/29/15	***	***	$1,034.00	$0.00	TM	DEF
WAOLYM	***	01/30/15	***	***	$1,316.00	$0.00	TM	DEF
WAOLYM	***	01/30/15	***	***	$1,872.00	$1,024.00	AN	TENT
WAOLYM	***	02/01/15	***	***	$8,516.00	$24,190.00	AN	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WAOLYM	***	02/01/15	***	***	$27,846.00	$0.00	AN	DEF
WAOLYM	***	02/01/15	***	***	$2,820.00	$1,200.00	GG	DEF
WAOLYM	***	02/03/15	***	***	$3,300.00	$4,050.00	AN	DEF
WAOLYM	***	02/04/15	***	***	$3,762.00	$0.00	CG	PROS
WAOLYM	***	02/04/15	***	***	$2,256.00	$0.00	GG	DEF
WAOLYM	***	02/04/15	***	***	$495.00	$200.00	AN	DEF
WAOLYM	***	02/05/15	***	***	$3,008.00	$0.00	TM	DEF
WAOLYM	***	02/05/15	***	***	$17,226.00	$25,220.00	AN	DEF
WAOLYM	***	02/06/15	***	***	$425.00	$0.00	AN	DEF
WAOLYM	***	02/09/15	***	***	$17,280.00	$14,010.00	AN	DEF
WAOLYM	***	02/09/15	***	***	$12,544.00	$400.00	AN	DEF
WAOLYM	***	02/10/15	***	***	$1,880.00	$0.00	GG	DEF
WAOLYM	***	02/11/15	***	***	$6,240.00	$150.00	AN	DEF
WAOLYM	***	02/11/15	***	***	$846.00	$0.00	TM	DEF
WAOLYM	***	02/11/15	***	***	$520.00	$150.00	AN	PROS
WAOLYM	***	02/12/15	***	***	$1,504.00	$0.00	TM	DEF
WAOLYM	***	02/12/15	***	***	$4,813.00	$7,500.00	AN	DEF
WAOLYM	***	02/12/15	***	***	$1,090.00	$0.00	CG	TENT
WAOLYM	***	02/13/15	***	***	$29,307.00	$31,190.00	SM	DEF
WAOLYM	***	02/14/15	***	***	$0.00	$0.00	CG	PROS
WAOLYM	***	02/17/15	***	***	$40,414.00	$25,610.00	AN	DEF
WAOLYM	***	02/18/15	***	***	$8,204.00	$18,664.00	AN	DEF
WAOLYM	***	02/18/15	***	***	$6,585.00	$0.00	AN	DEF
WAOLYM	***	02/19/15	***	***	$950.00	$0.00	AN	TENT
WAOLYM	***	02/19/15	***	***	$846.00	$0.00	TM	DEF
WAOLYM	***	02/19/15	***	***	$882.00	$0.00	GG	DEF
WAOLYM	***	02/20/15	***	***	$940.00	$0.00	TM	DEF
WAOLYM	***	02/21/15	***	***	$2,490.00	$0.00	SM	TENT
WAOLYM	***	02/21/15	***	***	$1,290.00	$0.00	SM	TENT
WAOLYM	***	02/23/15	***	***	$10,260.00	$8,040.00	AN	DEF
WAOLYM	***	02/24/15	***	***	$2,970.00	$0.00	NE	TENT
WAOLYM	***	02/24/15	***	***	$5,885.00	$5,619.00	AN	DEF
WAOLYM	***	02/24/15	***	***	$2,352.00	$700.00	AN	DEF
WAOLYM	***	02/25/15	***	***	$1,316.00	$0.00	TM	DEF
WAOLYM	***	02/25/15	***	***	$2,178.00	$4,355.00	AN	DEF
WAOLYM	***	02/25/15	***	***	$980.00	$0.00	GG	TENT
WAOLYM	***	02/25/15	***	***	$1,287.00	$0.00	CG	PROS
WAOLYM	***	02/27/15	***	***	$940.00	$0.00	TM	DEF
WAOLYM	***	02/27/15	***	***	$2,632.00	$0.00	TM	DEF
WAOLYM	***	02/28/15	***	***	$10,608.00	$13,320.00	AN	DEF
WAOLYM	***	02/28/15	***	***	$5,720.00	$0.00	AN	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WAOLYM	***	03/01/15	***	***	$23,165.00	$14,000.00	AN	DEF
WAOLYM	***	03/04/15	***	***	$94.00	$800.00	SM	DEF
WAOLYM	***	03/05/15	***	***	$1,504.00	$0.00	TM	DEF
WAOLYM	***	03/05/15	***	***	$798.00	$0.00	SM	DEF
WAOLYM	***	03/05/15	***	***	$22,458.00	$27,545.00	SM	DEF
WAOLYM	***	03/09/15	***	***	$3,960.00	$0.00	TT	DEF
WAOLYM	***	03/10/15	***	***	$980.00	$0.00	AN	TENT
WAOLYM	***	03/11/15	***	***	$8,771.00	$2,660.00	AN	DEF
WAOLYM	***	03/14/15	***	***	$1,034.00	$0.00	TM	DEF
WAOLYM	***	03/14/15	***	***	$8,996.00	$11,745.00	AN	DEF
WAOLYM	***	03/14/15	***	***	$940.00	$0.00	TM	DEF
WAOLYM	***	03/17/15	***	***	$3,180.00	$5,250.00	AN	DEF
WAOLYM	***	03/18/15	***	***	$5,060.00	$2,146.00	AN	DEF
WAOLYM	***	03/20/15	***	***	$85.00	$0.00	SM	TENT
WAOLYM	***	03/21/15	***	***	$1,598.00	$0.00	TM	PROS
WAOLYM	***	03/21/15	***	***	$0.00	$0.00	TM	PROS
WAOLYM	***	03/22/15	***	***	$6,370.00	$7,150.00	GG	DEF
WAOLYM	***	03/23/15	***	***	$1,980.00	$0.00	AN	DEF
WAOLYM	***	03/23/15	***	***	$3,960.00	$5,195.00	AN	PROS
WAOLYM	***	03/23/15	***	***	$5,734.00	$2,180.00	AN	DEF
WAOLYM	***	03/25/15	***	***	$3,822.00	$2,364.00	GG	DEF
WAOLYM	***	03/27/15	***	***	$48,384.00	$8,830.00	SM	DEF
WAOLYM	***	03/29/15	***	***	$882.00	$0.00	GG	DEF
WAOLYM	***	03/31/15	***	***	$890.00	$1,000.00	AN	PROS
WAOLYM	***	04/01/15	***	***	$13,350.00	$9,375.00	CG	PROS
WAOLYM	***	04/02/15	***	***	$2,820.00	$0.00	TM	DEF
WAOLYM	***	04/03/15	***	***	$89.00	$0.00	AN	TENT
WAOLYM	***	04/08/15	***	***	$1,584.00	$0.00	CG	PROS
WAOLYM	***	04/10/15	***	***	$3,210.00	$6,585.00	SM	DEF
WAOLYM	***	04/14/15	***	***	$10,235.00	$1,880.00	AN	DEF
WAOLYM	***	04/16/15	***	***	$8,360.00	$7,760.00	SM	DEF
WAOLYM	***	04/19/15	***	***	$7,050.00	$9,400.00	CG	DEF
WAOLYM	***	04/22/15	***	***	$1,974.00	$4,500.00	GG	DEF
WAOLYM	***	04/23/15	***	***	$7,220.00	$2,400.00	SM	DEF
WAOLYM	***	04/24/15	***	***	$0.00	$0.00	SM	PROS
WAOLYM	***	04/25/15	***	***	$940.00	$0.00	TM	DEF
WAOLYM	***	04/26/15	***	***	$940.00	$0.00	SM	DEF
WAOLYM	***	04/29/15	***	***	$21,614.00	$4,500.00	AN	DEF
WAOLYM	***	04/30/15	***	***	$2,068.00	$0.00	TM	DEF
WAOLYM	***	05/04/15	***	***	$9,483.00	$0.00	SM	TENT
WAOLYM	***	05/06/15	***	***	$32,100.00	$45,500.00	SM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WAOLYM	***	05/08/15	***	***	$3,870.00	$0.00	TM	DEF
WAOLYM	***	05/12/15	***	***	$26,320.00	$0.00	SM	PROS
WAOLYM	***	05/12/15	***	***	$3,332.00	$10,270.00	AN	TENT
WAOLYM	***	05/14/15	***	***	$1,820.00	$0.00	TT	DEF
WAOLYM	***	05/15/15	***	***	$10,400.00	$8,800.00	SM	DEF
WAOLYM	***	05/16/15	***	***	$13,230.00	$4,375.00	GG	TENT
WAOLYM	***	05/19/15	***	***	$890.00	$1,000.00	AN	PROS
WAOLYM	***	05/22/15	***	***	$13,050.00	$4,200.00	SM	DEF
WAOLYM	***	05/22/15	***	***	$5,805.00	$0.00	TM	DEF
WAOLYM	***	05/29/15	***	***	$4,450.00	$1,560.00	SM	PROS
WAOLYM	***	06/04/15	***	***	$940.00	$0.00	AN	PROS
WAOLYM	***	06/05/15	***	***	$11,280.00	$0.00	SM	PROS
WAOLYM	***	06/05/15	***	***	$990.00	$0.00	GG	DEF
WAOLYM	***	06/15/15	***	***	$10,080.00	$0.00	NE	DEF
WAOLYM	***	06/17/15	***	***	$9,600.00	$0.00	CG	TENT
WAOLYM	***	06/17/15	***	***	$22,050.00	$400.00	AN	DEF
WAOLYM	***	06/18/15	***	***	$1,820.00	$0.00	TT	DEF
WAOLYM	***	06/19/15	***	***	$1,494.00	$0.00	SM	DEF
WAOLYM	***	06/22/15	***	***	$4,700.00	$11,850.00	GG	TENT
WAOLYM	***	06/25/15	***	***	$8,160.00	$5,450.00	TM	DEF
WAOLYM	***	06/26/15	***	***	$5,805.00	$0.00	TM	DEF
WAOLYM	***	06/27/15	***	***	$0.00	$0.00	CG	PROS
WAOLYM	***	07/03/15	***	***	$801.00	$0.00	SM	DEF
WAOLYM	***	07/03/15	***	***	$3,870.00	$0.00	TM	DEF
WAOLYM	***	07/03/15	***	***	$2,444.00	$0.00	TM	DEF
WAOLYM	***	07/08/15	***	***	$35,700.00	$25,550.00	SM	DEF
WAOLYM	***	07/09/15	***	***	$15,795.00	$2,880.00	SM	DEF
WAOLYM	***	07/10/15	***	***	$2,270.00	$700.00	SM	DEF
WAOLYM	***	07/10/15	***	***	$3,870.00	$0.00	TM	DEF
WAOLYM	***	07/13/15	***	***	$4,398.00	$6,760.00	SM	TENT
WAOLYM	***	07/24/15	***	***	$990.00	$0.00	SM	DEF
WAOLYM	***	07/25/15	***	***	$4,450.00	$780.00	SM	PROS
WAOLYM	***	07/27/15	***	***	$1,335.00	$0.00	TT	DEF
WAOLYM	***	07/31/15	***	***	$990.00	$0.00	SM	TENT
WAOLYM	***	07/31/15	***	***	$3,870.00	$0.00	TM	DEF
WAOLYM	***	08/01/15	***	***	$2,180.00	$0.00	SM	DEF
WAOLYM	***	08/03/15	***	***	$117,600.00	$0.00	SM	PROS
WAOLYM	***	08/06/15	***	***	$5,878.00	$1,600.00	SM	DEF
WAOLYM	***	08/07/15	***	***	$4,998.00	$525.00	SM	PROS
WAOLYM	***	08/07/15	***	***	$1,864.00	$0.00	SM	DEF
WAOLYM	***	08/08/15	***	***	$0.00	$0.00	CG	PROS

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WAOLYM	***	08/13/15	***	***	$10,400.00	$2,500.00	SM	DEF
WAOLYM	***	08/14/15	***	***	$990.00	$0.00	SM	DEF
WAOLYM	***	08/20/15	***	***	$8,715.00	$1,750.00	SM	DEF
WAOLYM	***	08/21/15	***	***	$2,376.00	$0.00	SM	DEF
WAOLYM	***	08/27/15	***	***	$1,820.00	$0.00	TT	DEF
WAOLYM	***	09/10/15	***	***	$1,820.00	$0.00	TT	DEF
WAOLYM	***	09/12/15	***	***	$1,090.00	$3,100.00	SM	PROS
WAOLYM	***	09/14/15	***	***	$3,060.00	$0.00	TT	TENT
WAOLYM	***	09/16/15	***	***	$4,700.00	$7,000.00	AN	DEF
WAOLYM	***	09/16/15	***	***	$11,471.00	$4,200.00	SM	DEF
WAOLYM	***	09/17/15	***	***	$1,820.00	$0.00	TT	DEF
WAOLYM	***	09/18/15	***	***	$62,307.00	$12,250.00	SM	DEF
WAOLYM	***	09/24/15	***	***	$1,820.00	$0.00	TT	DEF
WAOLYM	***	09/30/15	***	***	$32,900.00	$17,912.00	GG	PROS
WAOLYM	***	10/02/15	***	***	$13,720.00	$0.00	SM	PROS
WAOLYM	***	10/05/15	***	***	$23,520.00	$7,000.00	AN	DEF
WAOLYM	***	10/08/15	***	***	$1,820.00	$0.00	TT	DEF
WAOLYM	***	10/10/15	***	***	$7,920.00	$3,670.00	AN	PROS
WAOLYM	***	10/12/15	***	***	$0.00	$960.00	AN	PROS
WAOLYM	***	10/16/15	***	***	$7,920.00	$9,648.00	SM	TENT
WAOLYM	***	10/21/15	***	***	$19,600.00	$10,500.00	AN	TENT
WAOLYM	***	10/26/15	***	***	$16,590.00	$6,720.00	GG	PROS
WAOLYM	***	11/03/15	***	***	$16,464.00	$0.00	SM	PROS
WAOLYM	***	11/20/15	***	***	$4,450.00	$780.00	SM	DEF
WAOLYM	***	11/27/15	***	***	$255.00	$0.00	SM	PROS
***
WAPSCO	***	01/01/15	***	***	$148.00	$0.00	CG	DEF
WAPSCO	***	01/01/15	***	***	$50.00	$0.00	NE	DEF
WAPSCO	***	01/01/15	***	***	$207.00	$0.00	CG	DEF
WAPSCO	***	01/01/15	***	***	$316.00	$0.00	TM	DEF
WAPSCO	***	01/02/15	***	***	$316.00	$0.00	SM	DEF
WAPSCO	***	01/07/15	***	***	$1,259.00	$0.00	TM	DEF
WAPSCO	***	01/08/15	***	***	$240.00	$0.00	TM	DEF
WAPSCO	***	01/08/15	***	***	$150.00	$0.00	CG	DEF
WAPSCO	***	01/09/15	***	***	$3,160.00	$16,955.00	CG	DEF
WAPSCO	***	01/09/15	***	***	$1,335.00	$1,910.00	CG	DEF
WAPSCO	***	01/10/15	***	***	$79.00	$0.00	CG	DEF
WAPSCO	***	01/15/15	***	***	$5,248.00	$0.00	CG	PROS
WAPSCO	***	01/15/15	***	***	$783.00	$0.00	TM	DEF
WAPSCO	***	01/16/15	***	***	$2,850.00	$0.00	TM	DEF
WAPSCO	***	01/16/15	***	***	$180.00	$0.00	SM	TENT

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WAPSCO	***	01/16/15	***	***	$2,530.00	$0.00	TM	DEF
WAPSCO	***	01/16/15	***	***	$2,470.00	$0.00	TM	DEF
WAPSCO	***	01/16/15	***	***	$890.00	$579.00	SM	DEF
WAPSCO	***	01/17/15	***	***	$105.00	$0.00	SM	TENT
WAPSCO	***	01/21/15	***	***	$194.00	$0.00	AN	TENT
WAPSCO	***	01/22/15	***	***	$356.00	$0.00	SM	TENT
WAPSCO	***	01/22/15	***	***	$158.00	$0.00	AN	TENT
WAPSCO	***	01/23/15	***	***	$190.00	$0.00	TM	TENT
WAPSCO	***	01/24/15	***	***	$79.00	$0.00	CG	PROS
WAPSCO	***	01/24/15	***	***	$89.00	$0.00	CG	TENT
WAPSCO	***	01/26/15	***	***	$267.00	$0.00	AN	TENT
WAPSCO	***	01/27/15	***	***	$1,472.00	$24.00	AN	DEF
WAPSCO	***	01/27/15	***	***	$1,980.00	$0.00	TT	DEF
WAPSCO	***	01/27/15	***	***	$6,465.00	$7,509.00	AN	DEF
WAPSCO	***	01/27/15	***	***	$270.00	$0.00	AN	TENT
	***		***	***
WAPSCO	***	01/30/15	***	***	$190.00	$0.00	TM	TENT
WAPSCO	***	02/02/15	***	***	$22,080.00	$0.00	GG	DEF
WAPSCO	***	02/02/15	***	***	$276.00	$0.00	SM	TENT
WAPSCO	***	02/06/15	***	***	$89.00	$0.00	SM	TENT
WAPSCO	***	02/07/15	***	***	$1,275.00	$0.00	TT	DEF
WAPSCO	***	02/07/15	***	***	$99.00	$0.00	SM	TENT
WAPSCO	***	02/12/15	***	***	$12,834.00	$0.00	SM	DEF
WAPSCO	***	02/12/15	***	***	$45,665.00	$10,159.00	SM	DEF
WAPSCO	***	02/15/15	***	***	$5,330.00	$4,500.00	TM	DEF
WAPSCO	***	02/15/15	***	***	$2,214.00	$0.00	TM	DEF
WAPSCO	***	02/18/15	***	***	$576.00	$200.00	AN	PROS
WAPSCO	***	02/21/15	***	***	$6,450.00	$14,963.00	AN	DEF
WAPSCO	***	02/22/15	***	***	$1,536.00	$4,000.00	AN	DEF
WAPSCO	***	02/27/15	***	***	$80.00	$0.00	AN	TENT
WAPSCO	***	02/27/15	***	***	$1,104.00	$0.00	TM	DEF
WAPSCO	***	02/28/15	***	***	$178.00	$0.00	SM	TENT
WAPSCO	***	02/28/15	***	***	$920.00	$0.00	TM	DEF
WAPSCO	***	03/06/15	***	***	$8,996.00	$0.00	TM	TENT
WAPSCO	***	03/06/15	***	***	$315.00	$0.00	TM	TENT
WAPSCO	***	03/06/15	***	***	$210.00	$0.00	SM	TENT
WAPSCO	***	03/06/15	***	***	$1,999.00	$0.00	TM	DEF
WAPSCO	***	03/07/15	***	***	$27,754.00	$31,000.00	AN	DEF
WAPSCO	***	03/12/15	***	***	$4,275.00	$0.00	TM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WAPSCO	***	03/12/15	***	***	$3,005.00	$0.00	TM	DEF
WAPSCO	***	03/18/15	***	***	$480.00	$0.00	TM	TENT
WAPSCO	***	03/18/15	***	***	$18,640.00	$6,411.00	SM	DEF
WAPSCO	***	03/20/15	***	***	$1,656.00	$0.00	TM	DEF
WAPSCO	***	03/20/15	***	***	$1,744.00	$0.00	TM	DEF
WAPSCO	***	03/23/15	***	***	$2,944.00	$4,400.00	GG	DEF
WAPSCO	***	03/24/15	***	***	$89.00	$0.00	AN	TENT
WAPSCO	***	03/26/15	***	***	$1,104.00	$0.00	TM	DEF
WAPSCO	***	03/27/15	***	***	$24,649.00	$16,000.00	SM	DEF
WAPSCO	***	03/31/15	***	***	$450.00	$0.00	AN	TENT
WAPSCO	***	04/01/15	***	***	$7,875.00	$6,000.00	CG	DEF
WAPSCO	***	04/08/15	***	***	$1,068.00	$0.00	SM	DEF
WAPSCO	***	04/08/15	***	***	$496.00	$0.00	SM	TENT
WAPSCO	***	04/09/15	***	***	$5,460.00	$0.00	TM	DEF
WAPSCO	***	04/09/15	***	***	$4,030.00	$0.00	TM	DEF
WAPSCO	***	04/09/15	***	***	$4,030.00	$0.00	TM	DEF
WAPSCO	***	04/09/15	***	***	$4,030.00	$0.00	TM	DEF
WAPSCO	***	04/09/15	***	***	$3,380.00	$0.00	TM	DEF
WAPSCO	***	04/10/15	***	***	$3,120.00	$0.00	TM	DEF
WAPSCO	***	04/10/15	***	***	$2,600.00	$0.00	TM	DEF
WAPSCO	***	04/10/15	***	***	$2,860.00	$0.00	TM	DEF
WAPSCO	***	04/10/15	***	***	$3,380.00	$0.00	TM	DEF
WAPSCO	***	04/10/15	***	***	$720.00	$0.00	TM	TENT
WAPSCO	***	04/10/15	***	***	$3,120.00	$0.00	TM	TENT
WAPSCO	***	04/12/15	***	***	$1,840.00	$0.00	SM	DEF
WAPSCO	***	04/12/15	***	***	$552.00	$0.00	CG	TENT
WAPSCO	***	04/15/15	***	***	$2,848.00	$1,400.00	AN	TENT
WAPSCO	***	04/15/15	***	***	$630.00	$200.00	AN	DEF
WAPSCO	***	04/15/15	***	***	$1,068.00	$0.00	SM	DEF
WAPSCO	***	04/15/15	***	***	$496.00	$0.00	SM	TENT
WAPSCO	***	04/16/15	***	***	$2,180.00	$0.00	SM	DEF
WAPSCO	***	04/17/15	***	***	$792.00	$0.00	TM	DEF
WAPSCO	***	04/17/15	***	***	$10,401.00	$4,000.00	SM	DEF
WAPSCO	***	04/17/15	***	***	$1,955.00	$0.00	SM	TENT
WAPSCO	***	04/17/15	***	***	$3,096.00	$0.00	TM	TENT
WAPSCO	***	04/22/15	***	***	$28,477.00	$20,834.00	SM	DEF
WAPSCO	***	04/24/15	***	***	$6,000.00	$0.00	TM	TENT
WAPSCO	***	04/28/15	***	***	$1,104.00	$1,700.00	GG	PROS
WAPSCO	***	04/30/15	***	***	$2,475.00	$0.00	TM	TENT
WAPSCO	***	05/01/15	***	***	$9,120.00	$0.00	TM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WAPSCO	***	05/04/15	***	***	$345.00	$0.00	TT	PROS
WAPSCO	***	05/08/15	***	***	$552.00	$0.00	TM	DEF
WAPSCO	***	05/08/15	***	***	$1,780.00	$0.00	TM	TENT
WAPSCO	***	05/11/15	***	***	$7,770.00	$7,000.00	CG	TENT
WAPSCO	***	05/15/15	***	***	$2,859.00	$0.00	TM	TENT
WAPSCO	***	05/16/15	***	***	$920.00	$3,500.00	GG	PROS
WAPSCO	***	05/18/15	***	***	$6,440.00	$0.00	SM	PROS
WAPSCO	***	05/19/15	***	***	$184.00	$0.00	SM	PROS
WAPSCO	***	05/21/15	***	***	$3,040.00	$0.00	SM	DEF
WAPSCO	***	05/26/15	***	***	$3,300.00	$0.00	TM	DEF
WAPSCO	***	05/27/15	***	***	$49,510.00	$35,688.00	SM	DEF
WAPSCO	***	06/01/15	***	***	$2,670.00	$0.00	TM	DEF
WAPSCO	***	06/02/15	***	***	$9,200.00	$8,700.00	TM	DEF
WAPSCO	***	06/04/15	***	***	$31,500.00	$9,800.00	SM	DEF
WAPSCO	***	06/09/15	***	***	$11,000.00	$0.00	TM	DEF
WAPSCO	***	06/10/15	***	***	$18,000.00	$3,000.00	SM	PROS
WAPSCO	***	06/16/15	***	***	$60,187.00	$19,686.00	SM	DEF
WAPSCO	***	06/21/15	***	***	$38,766.00	$0.00	TM	TENT
WAPSCO	***	06/25/15	***	***	$4,030.00	$0.00	TM	DEF
WAPSCO	***	06/25/15	***	***	$4,030.00	$0.00	TM	DEF
WAPSCO	***	06/25/15	***	***	$4,030.00	$0.00	TM	DEF
WAPSCO	***	06/25/15	***	***	$4,030.00	$0.00	TM	DEF
WAPSCO	***	06/25/15	***	***	$3,380.00	$0.00	TM	DEF
WAPSCO	***	06/25/15	***	***	$4,200.00	$0.00	TM	TENT
WAPSCO	***	06/25/15	***	***	$5,460.00	$0.00	TM	DEF
WAPSCO	***	06/25/15	***	***	$14,715.00	$0.00	SM	DEF
WAPSCO	***	06/26/15	***	***	$2,860.00	$0.00	TM	DEF
WAPSCO	***	06/26/15	***	***	$3,380.00	$0.00	TM	DEF
WAPSCO	***	06/26/15	***	***	$2,600.00	$0.00	TM	DEF
WAPSCO	***	06/26/15	***	***	$2,600.00	$0.00	TM	DEF
WAPSCO	***	06/27/15	***	***	$149.00	$0.00	SM	TENT
WAPSCO	***	07/01/15	***	***	$340.00	$0.00	SM	PROS
WAPSCO	***	07/04/15	***	***	$327.00	$0.00	SM	TENT
WAPSCO	***	07/08/15	***	***	$77,112.00	$10,000.00	SM	DEF
	***		***	***
WAPSCO	***	07/08/15	***	***	$8,100.00	$0.00	SM	DEF
WAPSCO	***	07/15/15	***	***	$22,500.00	$0.00	SM	DEF
WAPSCO	***	07/16/15	***	***	$28,400.00	$16,921.00	SM	DEF
WAPSCO	***	07/27/15	***	***	$5,940.00	$800.00	SM	PROS
WAPSCO	***	08/05/15	***	***	$33,525.00	$0.00	SM	DEF
WAPSCO	***	08/06/15	***	***	$356.00	$0.00	SM	TENT

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WAPSCO	***	08/21/15	***	***	$14,400.00	$8,000.00	AN	PROS
WAPSCO	***	08/21/15	***	***	$200.00	$0.00	AN	PROS
WAPSCO	***	09/04/15	***	***	$198.00	$0.00	SM	TENT
WAPSCO	***	09/05/15	***	***	$0.00	$0.00	AN	PROS
WAPSCO	***	09/05/15	***	***	$10,055.00	$3,750.00	AN	PROS
WAPSCO	***	09/07/15	***	***	$920.00	$1,900.00	GG	TENT
WAPSCO	***	09/09/15	***	***	$2,860.00	$822.00	AN	PROS
WAPSCO	***	09/11/15	***	***	$3,600.00	$700.00	SM	PROS
WAPSCO	***	09/12/15	***	***	$90.00	$700.00	SM	PROS
WAPSCO	***	09/13/15	***	***	$20,520.00	$4,000.00	AN	DEF
WAPSCO	***	09/15/15	***	***	$20,520.00	$4,738.00	AN	PROS
WAPSCO	***	09/18/15	***	***	$90.00	$700.00	SM	PROS
WAPSCO	***	09/19/15	***	***	$90.00	$700.00	SM	PROS
WAPSCO	***	09/19/15	***	***	$3,750.00	$5,000.00	SM	PROS
WAPSCO	***	09/22/15	***	***	$15,200.00	$5,000.00	AN	TENT
WAPSCO	***	10/05/15	***	***	$14,360.00	$9,000.00	AN	PROS
WAPSCO	***	10/07/15	***	***	$184.00	$0.00	AN	PROS
WAPSCO	***	10/14/15	***	***	$45,835.00	$20,500.00	SM	DEF
WAPSCO	***	10/14/15	***	***	$4,080.00	$1,000.00	AN	DEF
WAPSCO	***	10/18/15	***	***	$2,160.00	$0.00	TT	TENT
WAPSCO	***	10/21/15	***	***	$16,470.00	$16,000.00	AN	DEF
WAPSCO	***	11/05/15	***	***	$5,064.00	$0.00	TM	TENT
WAPSCO	***	11/05/15	***	***	$1,024.00	$0.00	TM	TENT
WAPSCO	***	11/05/15	***	***	$1,792.00	$0.00	TM	DEF
WAPSCO	***	11/05/15	***	***	$1,280.00	$0.00	TM	DEF
WAPSCO	***	11/05/15	***	***	$2,304.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$768.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$768.00	$0.00	TM	TENT
WAPSCO	***	11/06/15	***	***	$640.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$896.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$768.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$384.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$384.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$768.00	$0.00	TM	TENT
WAPSCO	***	11/06/15	***	***	$896.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$384.00	$0.00	TM	TENT
WAPSCO	***	11/06/15	***	***	$896.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$896.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$1,024.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$640.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$384.00	$0.00	TM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WAPSCO	***	11/06/15	***	***	$768.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$640.00	$0.00	TM	TENT
WAPSCO	***	11/06/15	***	***	$1,024.00	$0.00	TM	TENT
WAPSCO	***	11/06/15	***	***	$384.00	$0.00	TM	DEF
WAPSCO	***	11/06/15	***	***	$1,932.00	$0.00	TM	TENT
WAPSCO	***	11/12/15	***	***	$330.00	$0.00	TM	TENT
WAPSCO	***	11/19/15	***	***	$14,040.00	$3,000.00	SM	DEF
WAPSCO	***	11/30/15	***	***	$460.00	$2,065.00	AN	DEF
WAPSCO	***	12/02/15	***	***	$1,000.00	$6,754.00	CG	PROS
WAPSCO	***	12/04/15	***	***	$158.00	$0.00	CG	TENT
WAPSCO	***	12/11/15	***	***	$13,350.00	$11,063.00	CG	PROS
Property Abbrev. subtotal:			***	***	$1,063,959.00	$373,227.00
Grand Total				***	$4,636,858.00	$1,153,976.00

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
CAREDD	***	01/01/15	***	***	$1,500.00	$0.00	CG	TENT
CAREDD	***	01/01/15	***	***	$600.00	$0.00	CG	TENT
CAREDD	***	01/08/15	***	***	$15,992.00	$0.00	SM	DEF
CAREDD	***	01/09/15	***	***	$65.00	$0.00	CG	TENT
CAREDD	***	01/12/15	***	***	$600.00	$0.00	CG	TENT
CAREDD	***	01/16/15	***	***	$7,654.00	$0.00	AN	DEF
CAREDD	***	01/23/15	***	***	$198.00	$0.00	TM	PROS
CAREDD	***	01/23/15	***	***	$285.00	$0.00	SM	PROS
CAREDD	***	01/24/15	***	***	$90.00	$0.00	SM	PROS
CAREDD	***	02/06/15	***	***	$180.00	$0.00	AN	PROS
CAREDD	***	02/06/15	***	***	$1,205.00	$0.00	SM	DEF
CAREDD	***	02/07/15	***	***	$80.00	$0.00	SM	TENT
CAREDD	***	02/12/15	***	***	$1,785.00	$0.00	TM	DEF
CAREDD	***	02/14/15	***	***	$89.00	$0.00	SM	TENT
CAREDD	***	02/20/15	***	***	$200.00	$0.00	TM	TENT
CAREDD	***	02/22/15	***	***	$7,196.00	$1,500.00	CG	TENT
CAREDD	***	02/23/15	***	***	$1,859.00	$0.00	TT	DEF
CAREDD	***	02/25/15	***	***	$267.00	$0.00	AN	DEF
CAREDD	***	02/26/15	***	***	$1,190.00	$0.00	TM	DEF
CAREDD	***	03/06/15	***	***	$170.00	$0.00	TM	TENT
CAREDD	***	03/09/15	***	***	$59,455.00	$5,000.00	AN	DEF
CAREDD	***	03/15/15	***	***	$3,148.00	$0.00	TM	PROS
CAREDD	***	03/21/15	***	***	$198.00	$0.00	TM	TENT
CAREDD	***	03/26/15	***	***	$6,297.00	$250.00	CG	DEF
CAREDD	***	04/03/15	***	***	$1,205.00	$0.00	SM	DEF
CAREDD	***	04/10/15	***	***	$89.00	$0.00	SM	PROS
CAREDD	***	04/17/15	***	***	$712.00	$0.00	AN	DEF
CAREDD	***	04/24/15	***	***	$1,999.00	$3,180.00	AN	TENT
CAREDD	***	04/30/15	***	***	$90.00	$0.00	TM	PROS
CAREDD	***	05/06/15	***	***	$0.00	$0.00	CG	PROS
CAREDD	***	05/13/15	***	***	$14,685.00	$11,500.00	SM	DEF
CAREDD	***	05/23/15	***	***	$1,744.00	$0.00	SM	DEF
CAREDD	***	06/11/15	***	***	$1,248.00	$0.00	TT	PROS
CAREDD	***	06/13/15	***	***	$1,248.00	$0.00	TT	DEF
CAREDD	***	06/15/15	***	***	$0.00	$0.00	TT	TENT
CAREDD	***	06/18/15	***	***	$1,248.00	$0.00	TT	PROS
CAREDD	***	06/22/15	***	***	$2,749.00	$0.00	TT	DEF
CAREDD	***	06/26/15	***	***	$4,140.00	$0.00	TM	DEF
CAREDD	***	06/27/15	***	***	$0.00	$0.00	SM	PROS
CAREDD	***	07/06/15	***	***	$7,196.00	$0.00	TT	TENT
CAREDD	***	07/09/15	***	***	$8,900.00	$0.00	GG	PROS

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
CAREDD	***	07/13/15	***	***	$2,749.00	$0.00	TT	DEF
CAREDD	***	07/29/15	***	***	$1,976.00	$0.00	TT	DEF
CAREDD	***	08/21/15	***	***	$1,900.00	$0.00	SM	DEF
CAREDD	***	09/05/15	***	***	$95.00	$0.00	SM	PROS
CAREDD	***	09/13/15	***	***	$1,584.00	$0.00	TT	DEF
CAREDD	***	09/14/15	***	***	$1,248.00	$0.00	TT	PROS
CAREDD	***	09/14/15	***	***	$2,749.00	$0.00	TT	DEF
CAREDD	***	09/21/15	***	***	$7,196.00	$0.00	TT	TENT
CAREDD	***	09/24/15	***	***	$1,490.00	$0.00	SM	DEF
CAREDD	***	09/26/15	***	***	$1,248.00	$0.00	TT	DEF
CAREDD	***	10/11/15	***	***	$89.00	$0.00	SM	TENT
	***		***	***
CAREDD	***	10/12/15	***	***	$445.00	$1,200.00	GG	DEF
CAREDD	***	10/12/15	***	***	$2,749.00	$0.00	TT	DEF
CAREDD	***	10/16/15	***	***	$17,380.00	$0.00	SM	PROS
***
IDBOIS	***	01/04/15	***	***	$4,980.00	$2,800.00	SM	DEF
IDBOIS	***	01/07/15	***	***	$14,326.00	$2,301.00	AN	DEF
IDBOIS	***	01/10/15	***	***	$729.00	$2,461.00	SM	DEF
IDBOIS	***	01/11/15	***	***	$3,818.00	$3,470.00	GG	DEF
IDBOIS	***	01/13/15	***	***	$12,181.00	$5,660.00	SM	DEF
IDBOIS	***	01/15/15	***	***	$696.00	$0.00	AN	TENT
IDBOIS	***	01/15/15	***	***	$249.00	$0.00	AN	TENT
IDBOIS	***	01/19/15	***	***	$237.00	$105.00	SM	DEF
IDBOIS	***	01/22/15	***	***	$87.00	$2,005.00	AN	TENT
IDBOIS	***	01/23/15	***	***	$142.00	$3,028.00	AN	DEF
IDBOIS	***	01/24/15	***	***	$948.00	$239.00	SM	TENT
IDBOIS	***	01/25/15	***	***	$4,054.00	$0.00	AN	DEF
IDBOIS	***	01/25/15	***	***	$2,233.00	$600.00	AN	DEF
IDBOIS	***	01/26/15	***	***	$2,759.00	$1,000.00	TM	DEF
IDBOIS	***	01/28/15	***	***	$1,660.00	$0.00	GG	TENT
IDBOIS	***	01/28/15	***	***	$1,424.00	$0.00	TT	DEF
IDBOIS	***	01/29/15	***	***	$3,071.00	$3,943.00	AN	DEF
IDBOIS	***	02/05/15	***	***	$944.00	$0.00	CG	TENT
IDBOIS	***	02/06/15	***	***	$790.00	$0.00	SM	PROS
IDBOIS	***	02/06/15	***	***	$836.00	$0.00	TM	DEF
IDBOIS	***	02/06/15	***	***	$1,246.00	$0.00	TM	DEF
IDBOIS	***	02/08/15	***	***	$6,117.00	$5,890.00	AN	DEF
IDBOIS	***	02/10/15	***	***	$2,988.00	$1,437.00	GG	PROS
IDBOIS	***	02/10/15	***	***	$2,884.00	$0.00	AN	TENT
IDBOIS	***	02/13/15	***	***	$69.00	$1,000.00	SM	PROS

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
IDBOIS	***	02/13/15	***	***	$988.00	$0.00	TM	DEF
IDBOIS	***	02/13/15	***	***	$14,742.00	$9,993.00	SM	DEF
IDBOIS	***	02/15/15	***	***	$9,918.00	$5,130.00	AN	DEF
IDBOIS	***	02/16/15	***	***	$166.00	$1,697.00	GG	TENT
IDBOIS	***	02/16/15	***	***	$1,542.00	$900.00	AN	PROS
IDBOIS	***	02/24/15	***	***	$2,002.00	$0.00	AN	DEF
IDBOIS	***	02/25/15	***	***	$2,268.00	$0.00	SM	TENT
IDBOIS	***	02/26/15	***	***	$138.00	$0.00	SM	PROS
IDBOIS	***	02/28/15	***	***	$81.00	$1,300.00	CG	DEF
IDBOIS	***	03/03/15	***	***	$8,010.00	$7,090.00	AN	DEF
IDBOIS	***	03/06/15	***	***	$1,328.00	$5,950.00	CG	TENT
IDBOIS	***	03/09/15	***	***	$4,450.00	$3,375.00	CG	DEF
IDBOIS	***	03/10/15	***	***	$1,168.00	$520.00	CG	PROS
IDBOIS	***	03/11/15	***	***	$2,204.00	$0.00	SM	TENT
IDBOIS	***	03/16/15	***	***	$6,555.00	$0.00	TT	DEF
IDBOIS	***	03/16/15	***	***	$9,877.00	$2,886.00	GG	TENT
IDBOIS	***	03/19/15	***	***	$2,844.00	$0.00	CG	PROS
IDBOIS	***	03/20/15	***	***	$1,119.00	$0.00	SM	DEF
IDBOIS	***	03/20/15	***	***	$899.00	$0.00	SM	DEF
IDBOIS	***	03/23/15	***	***	$19,390.00	$0.00	SM	DEF
IDBOIS	***	03/23/15	***	***	$97.00	$0.00	SM	TENT
IDBOIS	***	03/24/15	***	***	$1,106.00	$0.00	TM	PROS
IDBOIS	***	04/09/15	***	***	$600.00	$0.00	AN	DEF
IDBOIS	***	04/09/15	***	***	$1,420.00	$1,434.00	TM	DEF
IDBOIS	***	04/10/15	***	***	$231.00	$0.00	AN	PROS
IDBOIS	***	04/10/15	***	***	$672.00	$500.00	CG	PROS
IDBOIS	***	04/15/15	***	***	$2,649.00	$1,820.00	AN	TENT
IDBOIS	***	04/17/15	***	***	$790.00	$3,430.00	SM	DEF
IDBOIS	***	04/19/15	***	***	$23,310.00	$0.00	AN	DEF
	***		***	***
IDBOIS	***	04/19/15	***	***	$8,051.00	$1,500.00	GG	PROS
IDBOIS	***	04/23/15	***	***	$1,458.00	$0.00	TM	DEF
IDBOIS	***	04/24/15	***	***	$1,359.00	$0.00	TM	PROS
IDBOIS	***	04/24/15	***	***	$4,150.00	$888.00	SM	TENT
IDBOIS	***	04/27/15	***	***	$3,403.00	$649.00	GG	PROS
IDBOIS	***	05/01/15	***	***	$1,008.00	$3,750.00	AN	DEF
IDBOIS	***	05/01/15	***	***	$988.00	$0.00	TM	DEF
IDBOIS	***	05/06/15	***	***	$2,988.00	$5,345.00	CG	DEF
IDBOIS	***	05/08/15	***	***	$5,530.00	$2,400.00	SM	PROS
IDBOIS	***	05/11/15	***	***	$1,068.00	$818.00	CG	PROS
IDBOIS	***	05/11/15	***	***	$13,280.00	$325.00	GG	TENT

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
IDBOIS	***	05/13/15	***	***	$1,880.00	$0.00	TT	TENT
IDBOIS	***	05/14/15	***	***	$1,296.00	$0.00	TM	DEF
IDBOIS	***	05/15/15	***	***	$6,704.00	$9,930.00	SM	DEF
IDBOIS	***	05/17/15	***	***	$830.00	$2,485.00	GG	DEF
IDBOIS	***	05/21/15	***	***	$0.00	$0.00	SM	PROS
IDBOIS	***	05/22/15	***	***	$5,934.00	$0.00	TM	PROS
IDBOIS	***	05/22/15	***	***	$6,450.00	$0.00	CG	PROS
IDBOIS	***	05/27/15	***	***	$5,312.00	$4,596.00	AN	PROS
IDBOIS	***	05/29/15	***	***	$2,460.00	$0.00	CG	PROS
IDBOIS	***	06/01/15	***	***	$87.00	$400.00	TT	PROS
IDBOIS	***	06/03/15	***	***	$3,159.00	$0.00	TM	PROS
IDBOIS	***	06/08/15	***	***	$2,573.00	$0.00	AN	DEF
IDBOIS	***	06/09/15	***	***	$1,168.00	$510.00	CG	PROS
IDBOIS	***	06/10/15	***	***	$6,781.00	$0.00	TM	TENT
IDBOIS	***	06/11/15	***	***	$4,399.00	$1,400.00	AN	DEF
IDBOIS	***	06/11/15	***	***	$158.00	$0.00	SM	PROS
IDBOIS	***	06/13/15	***	***	$1,012.00	$0.00	TT	DEF
IDBOIS	***	06/14/15	***	***	$830.00	$0.00	AN	TENT
IDBOIS	***	06/14/15	***	***	$7,470.00	$3,353.00	SM	DEF
IDBOIS	***	06/19/15	***	***	$4,420.00	$1,898.00	SM	DEF
IDBOIS	***	06/19/15	***	***	$4,095.00	$640.00	TT	DEF
IDBOIS	***	06/19/15	***	***	$1,365.00	$0.00	TT	DEF
IDBOIS	***	06/20/15	***	***	$36,906.00	$0.00	TM	TENT
IDBOIS	***	06/20/15	***	***	$4,005.00	$2,400.00	CG	PROS
IDBOIS	***	06/21/15	***	***	$630.00	$0.00	AN	DEF
IDBOIS	***	06/24/15	***	***	$15,470.00	$0.00	SM	PROS
IDBOIS	***	07/06/15	***	***	$696.00	$0.00	TM	PROS
IDBOIS	***	07/07/15	***	***	$2,436.00	$0.00	CG	PROS
IDBOIS	***	07/09/15	***	***	$2,040.00	$240.00	SM	PROS
IDBOIS	***	07/10/15	***	***	$4,980.00	$3,494.00	SM	TENT
IDBOIS	***	07/10/15	***	***	$1,365.00	$0.00	TT	DEF
IDBOIS	***	07/12/15	***	***	$1,335.00	$2,040.00	CG	TENT
IDBOIS	***	07/16/15	***	***	$6,124.00	$4,307.00	SM	DEF
IDBOIS	***	07/17/15	***	***	$7,814.00	$2,614.00	GG	PROS
IDBOIS	***	07/22/15	***	***	$1,125.00	$0.00	SM	DEF
IDBOIS	***	07/23/15	***	***	$4,539.00	$0.00	SM	PROS
IDBOIS	***	07/23/15	***	***	$316.00	$0.00	SM	TENT
IDBOIS	***	07/24/15	***	***	$594.00	$0.00	SM	PROS
IDBOIS	***	07/25/15	***	***	$282.00	$0.00	SM	PROS
IDBOIS	***	07/27/15	***	***	$4,675.00	$0.00	TT	PROS
IDBOIS	***	07/27/15	***	***	$7,050.00	$0.00	TT	TENT

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
IDBOIS	***	07/28/15	***	***	$24,090.00	$0.00	TT	DEF
IDBOIS	***	07/28/15	***	***	$7,300.00	$0.00	TT	DEF
IDBOIS	***	07/28/15	***	***	$8,030.00	$0.00	TT	DEF
IDBOIS	***	07/29/15	***	***	$23,769.00	$0.00	TM	DEF
IDBOIS	***	08/06/15	***	***	$320.00	$0.00	SM	DEF
IDBOIS	***	08/07/15	***	***	$1,365.00	$0.00	TT	DEF
IDBOIS	***	08/13/15	***	***	$2,504.00	$1,000.00	SM	TENT
IDBOIS	***	08/19/15	***	***	$6,308.00	$6,307.00	SM	PROS
IDBOIS	***	08/20/15	***	***	$3,471.00	$0.00	TM	PROS
IDBOIS	***	08/23/15	***	***	$696.00	$0.00	TM	PROS
IDBOIS	***	09/01/15	***	***	$435.00	$4,460.00	SM	PROS
IDBOIS	***	09/03/15	***	***	$2,304.00	$0.00	TT	DEF
IDBOIS	***	09/10/15	***	***	$0.00	$0.00	SM	PROS
IDBOIS	***	09/11/15	***	***	$1,365.00	$0.00	TT	DEF
IDBOIS	***	09/12/15	***	***	$28,301.00	$0.00	AN	DEF
IDBOIS	***	09/16/15	***	***	$2,350.00	$0.00	TT	TENT
IDBOIS	***	09/18/15	***	***	$4,345.00	$4,050.00	TM	PROS
IDBOIS	***	09/18/15	***	***	$1,365.00	$0.00	TT	DEF
IDBOIS	***	09/19/15	***	***	$24,156.00	$4,610.00	CG	PROS
IDBOIS	***	09/23/15	***	***	$6,106.00	$2,875.00	AN	DEF
IDBOIS	***	09/23/15	***	***	$15,397.00	$4,595.00	SM	PROS
IDBOIS	***	09/25/15	***	***	$166.00	$2,312.00	AN	PROS
IDBOIS	***	09/26/15	***	***	$89.00	$2,550.00	CG	TENT
IDBOIS	***	09/28/15	***	***	-267.00$	$4,595.00	SM	PROS
IDBOIS	***	09/28/15	***	***	$0.00	$5,663.00	SM	PROS
IDBOIS	***	09/29/15	***	***	$7,969.00	$8,000.00	AN	TENT
IDBOIS	***	10/06/15	***	***	$6,497.00	$13,145.00	AN	PROS
IDBOIS	***	10/12/15	***	***	$7,291.00	$0.00	AN	PROS
IDBOIS	***	10/14/15	***	***	$9,291.00	$7,830.00	SM	TENT
IDBOIS	***	10/17/15	***	***	$1,691.00	$0.00	TT	TENT
IDBOIS	***	11/02/15	***	***	$1,387.00	$1,784.00	CG	PROS
IDBOIS	***	11/05/15	***	***	$10,043.00	$7,560.00	AN	PROS
IDBOIS	***	11/11/15	***	***	$445.00	$8,560.00	SM	PROS
IDBOIS	***	12/02/15	***	***	$3,354.00	$3,092.00	AN	PROS
IDBOIS	***	12/02/15	***	***	$2,436.00	$0.00	CG	PROS
IDBOIS	***	12/13/15	***	***	$9,045.00	$15,807.00	AN	PROS
Property Abbrev. subtotal: *** $627,494.00 $246,741.00
ORBNDN	***	01/01/15	***	***	$2,808.00	$0.00	TM	DEF
ORBNDN	***	01/01/15	***	***	$1,248.00	$0.00	TM	DEF
ORBNDN	***	01/02/15	***	***	$1,386.00	$0.00	TM	DEF
ORBNDN	***	01/15/15	***	***	$790.00	$0.00	TM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
ORBNDN	***	01/15/15	***	***	$234.00	$0.00	TM	PROS
ORBNDN	***	01/15/15	***	***	$632.00	$0.00	TM	DEF
ORBNDN	***	01/23/15	***	***	$1,404.00	$0.00	TM	DEF
ORBNDN	***	01/23/15	***	***	$0.00	$0.00	TM	DEF
ORBNDN	***	02/12/15	***	***	$711.00	$0.00	SM	DEF
ORBNDN	***	02/13/15	***	***	$1,602.00	$0.00	TM	TENT
ORBNDN	***	02/28/15	***	***	$6,272.00	$4,160.00	TM	TENT
ORBNDN	***	03/06/15	***	***	$1,752.00	$0.00	SM	PROS
ORBNDN	***	03/06/15	***	***	$3,200.00	$0.00	TM	DEF
ORBNDN	***	03/13/15	***	***	$3,200.00	$0.00	TM	DEF
ORBNDN	***	03/17/15	***	***	$4,800.00	$0.00	TM	DEF
ORBNDN	***	04/03/15	***	***	$3,560.00	$0.00	TM	DEF
ORBNDN	***	04/10/15	***	***	$255.00	$0.00	TM	PROS
ORBNDN	***	04/14/15	***	***	$2,100.00	$0.00	TT	DEF
ORBNDN	***	04/16/15	***	***	$156.00	$0.00	TM	PROS
ORBNDN	***	04/17/15	***	***	$3,950.00	$0.00	TM	DEF
ORBNDN	***	04/24/15	***	***	$2,376.00	$0.00	TM	DEF
ORBNDN	***	05/01/15	***	***	$1,683.00	$0.00	TM	DEF
ORBNDN	***	05/08/15	***	***	$2,616.00	$0.00	TM	DEF
ORBNDN	***	05/12/15	***	***	$5,940.00	$0.00	SM	DEF
ORBNDN	***	05/14/15	***	***	$9,108.00	$0.00	SM	DEF
ORBNDN	***	05/16/15	***	***	$1,744.00	$0.00	TM	DEF
ORBNDN	***	05/17/15	***	***	$2,200.00	$0.00	TM	DEF
ORBNDN	***	05/20/15	***	***	$16,470.00	$0.00	TM	DEF
ORBNDN	***	05/23/15	***	***	$1,744.00	$0.00	TM	DEF
ORBNDN	***	06/03/15	***	***	$4,438.00	$0.00	TM	PROS
ORBNDN	***	06/16/15	***	***	$4,450.00	$0.00	SM	TENT
ORBNDN	***	06/16/15	***	***	$2,180.00	$0.00	TT	DEF
ORBNDN	***	06/18/15	***	***	$8,000.00	$0.00	TT	DEF
ORBNDN	***	06/19/15	***	***	$2,380.00	$0.00	TM	DEF
ORBNDN	***	06/19/15	***	***	$3,808.00	$0.00	TM	DEF
ORBNDN	***	07/10/15	***	***	$6,250.00	$0.00	TT	DEF
ORBNDN	***	07/10/15	***	***	$4,320.00	$0.00	TT	DEF
ORBNDN	***	07/10/15	***	***	$4,640.00	$0.00	TT	DEF
ORBNDN	***	07/14/15	***	***	$6,104.00	$0.00	TM	PROS
ORBNDN	***	07/16/15	***	***	$10,680.00	$0.00	SM	PROS
ORBNDN	***	07/21/15	***	***	$7,840.00	$0.00	TM	DEF
ORBNDN	***	07/24/15	***	***	$11,760.00	$0.00	TM	DEF
ORBNDN	***	07/30/15	***	***	$18,225.00	$0.00	TM	PROS
ORBNDN	***	08/06/15	***	***	$7,250.00	$0.00	TM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
ORBNDN	***	08/07/15	***	***	$7,830.00	$0.00	TM	PROS
ORBNDN	***	08/07/15	***	***	$3,160.00	$0.00	TT	DEF
ORBNDN	***	08/11/15	***	***	$0.00	$0.00	TM	DEF
ORBNDN	***	10/10/15	***	***	$1,575.00	$0.00	TT	DEF
ORBNDN	***	10/17/15	***	***	$6,320.00	$0.00	AN	PROS
ORBNDN	***	11/06/15	***	***	$178.00	$0.00	AN	DEF
ORBNDN	***	12/27/15	***	***	$1,575.00	$0.00	TT	DEF
Property Abbrev. subtotal: *** *** $206,904.00 $4,160.00
ORCOOS	***	01/17/15	***	***	$390.00	$2,450.00	SM	DEF
ORCOOS	***	01/19/15	***	***	$1,380.00	$0.00	NE	DEF
ORCOOS	***	01/23/15	***	***	$1,740.00	$0.00	TM	TENT
ORCOOS	***	01/23/15	***	***	$850.00	$0.00	TM	TENT
ORCOOS	***	02/12/15	***	***	$970.00	$0.00	TM	DEF
ORCOOS	***	02/13/15	***	***	$696.00	$0.00	TM	DEF
ORCOOS	***	02/13/15	***	***	$455.00	$0.00	TM	TENT
ORCOOS	***	02/24/15	***	***	$850.00	$0.00	CG	DEF
ORCOOS	***	02/27/15	***	***	$776.00	$0.00	TM	TENT
ORCOOS	***	03/04/15	***	***	$2,784.00	$0.00	TM	PROS
ORCOOS	***	03/04/15	***	***	$26,004.00	$0.00	TM	TENT
ORCOOS	***	03/04/15	***	***	$4,033.00	$0.00	AN	DEF
ORCOOS	***	03/13/15	***	***	$828.00	$0.00	SM	DEF
ORCOOS	***	03/13/15	***	***	$1,652.00	$0.00	SM	DEF
ORCOOS	***	03/13/15	***	***	$590.00	$0.00	SM	DEF
ORCOOS	***	04/10/15	***	***	$712.00	$0.00	TM	DEF
ORCOOS	***	04/19/15	***	***	$712.00	$0.00	TT	PROS
ORCOOS	***	05/01/15	***	***	$1,980.00	$0.00	SM	DEF
ORCOOS	***	05/01/15	***	***	$0.00	$0.00	FT	DEF
ORCOOS	***	05/05/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	05/05/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	05/05/15	***	***	$445.00	$0.00	TM	DEF
ORCOOS	***	05/06/15	***	***	$6,375.00	$4,875.00	AN	DEF
ORCOOS	***	05/09/15	***	***	$890.00	$0.00	TM	DEF
ORCOOS	***	05/12/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	05/14/15	***	***	$996.00	$0.00	TT	DEF
ORCOOS	***	05/16/15	***	***	$2,249.00	$615.00	CG	TENT
ORCOOS	***	05/24/15	***	***	$1,406.00	$0.00	TT	DEF
ORCOOS	***	05/24/15	***	***	$900.00	$0.00	TT	DEF
ORCOOS	***	05/26/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	06/02/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	06/02/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	06/04/15	***	***	$972.00	$0.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
ORCOOS	***	06/07/15	***	***	$10,110.00	$0.00	GG	DEF
ORCOOS	***	06/09/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	06/13/15	***	***	$1,092.00	$0.00	TT	DEF
ORCOOS	***	06/16/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	06/18/15	***	***	$1,027.00	$0.00	TT	DEF
ORCOOS	***	06/18/15	***	***	$1,027.00	$0.00	TT	DEF
ORCOOS	***	06/21/15	***	***	$1,215.00	$0.00	TT	PROS
ORCOOS	***	06/21/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	06/21/15	***	***	$1,260.00	$0.00	TT	DEF
ORCOOS	***	06/23/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	06/23/15	***	***	$2,914.00	$0.00	SM	TENT
ORCOOS	***	06/26/15	***	***	$3,800.00	$1,000.00	SM	TENT
ORCOOS	***	06/26/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	07/02/15	***	***	$870.00	$0.00	TT	TENT
ORCOOS	***	07/05/15	***	***	$900.00	$0.00	TT	DEF
ORCOOS	***	07/07/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	07/10/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	07/12/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	07/16/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	07/17/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	07/19/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	07/19/15	***	***	$1,260.00	$0.00	TT	DEF
ORCOOS	***	07/21/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	07/24/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	07/25/15	***	***	$125.00	$0.00	CG	PROS
ORCOOS	***	07/28/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	07/28/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	08/01/15	***	***	$1,185.00	$0.00	TT	DEF
ORCOOS	***	08/02/15	***	***	$900.00	$0.00	TT	DEF
ORCOOS	***	08/06/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	08/07/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	08/09/15	***	***	$2,262.00	$0.00	TT	DEF
ORCOOS	***	08/10/15	***	***	$2,262.00	$0.00	TT	DEF
ORCOOS	***	08/10/15	***	***	$1,936.00	$0.00	SM	DEF
ORCOOS	***	08/11/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	08/14/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	08/16/15	***	***	$1,260.00	$0.00	TT	DEF
ORCOOS	***	08/18/15	***	***	$1,425.00	$0.00	TT	DEF
ORCOOS	***	08/20/15	***	***	$3,810.00	$0.00	SM	DEF
ORCOOS	***	08/21/15	***	***	$1,092.00	$0.00	TT	TENT
ORCOOS	***	08/21/15	***	***	$2,520.00	$0.00	TT	TENT

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
ORCOOS	***	08/23/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	08/25/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	08/25/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	08/30/15	***	***	$900.00	$0.00	TT	DEF
ORCOOS	***	09/02/15	***	***	$1,800.00	$700.00	TT	DEF
ORCOOS	***	09/06/15	***	***	$1,260.00	$0.00	TT	TENT
ORCOOS	***	09/08/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	09/08/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	09/11/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	09/11/15	***	***	$3,800.00	$1,000.00	SM	TENT
ORCOOS	***	09/12/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	09/13/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	09/15/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	09/18/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	09/20/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	09/20/15	***	***	$1,260.00	$0.00	TT	DEF
ORCOOS	***	09/22/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	09/25/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	09/27/15	***	***	$900.00	$0.00	TT	DEF
ORCOOS	***	09/29/15	***	***	$1,215.00	$0.00	TT	DEF
ORCOOS	***	10/16/15	***	***	$949.00	$0.00	TT	TENT
Property Abbrev. subtotal:			***	***	$164,141.00	$10,640.00
WAANGE ***		01/16/15	***	***	$2,289.00	$0.00	TM	TENT
WAANGE ***		01/16/15	***	***	$1,366.00	$0.00	TM	TENT
WAANGE ***		01/16/15	***	***	$1,623.00	$0.00	TM	TENT
WAANGE ***		01/16/15	***	***	$1,533.00	$0.00	TM	TENT
WAANGE ***		01/16/15	***	***	$732.00	$0.00	TM	TENT
WAANGE ***		01/16/15	***	***	$1,775.00	$0.00	TM	DEF
WAANGE ***		01/16/15	***	***	$1,090.00	$0.00	TM	DEF
WAANGE ***		01/17/15	***	***	$386.00	$0.00	TM	TENT
WAANGE ***		01/17/15	***	***	$981.00	$0.00	TM	DEF
WAANGE ***		02/06/15	***	***	$1,424.00	$0.00	TM	DEF
WAANGE ***		02/06/15	***	***	$3,248.00	$75.00	TM	DEF
WAANGE ***		02/06/15	***	***	$178.00	$0.00	TM	TENT
WAANGE ***		02/13/15	***	***	$218.00	$0.00	TM	TENT
WAANGE ***		02/14/15	***	***	$89.00	$0.00	TM	TENT
WAANGE ***		03/06/15	***	***	$178.00	$0.00	TM	TENT
WAANGE ***		03/06/15	***	***	$218.00	$0.00	TM	TENT
WAANGE ***		03/14/15	***	***	$1,900.00	$300.00	GG	DEF
WAANGE ***		03/27/15	***	***	$99.00	$0.00	TM	TENT
WAANGE ***		04/10/15	***	***	$148.00	$0.00	SM	TENT

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WAANGE	***	04/11/15	***	***	$109.00	$0.00	TM	TENT
WAANGE	***	04/13/15	***	***	$5,700.00	$450.00	AN	DEF
WAANGE	***	04/16/15	***	***	$1,485.00	$0.00	INH	PROS
WAANGE	***	04/17/15	***	***	$99.00	$0.00	SM	TENT
WAANGE	***	04/20/15	***	***	$2,680.00	$50.00	TT	DEF
WAANGE	***	04/21/15	***	***	$5,700.00	$150.00	GG	PROS
WAANGE	***	04/23/15	***	***	$109.00	$0.00	TM	TENT
WAANGE	***	05/10/15	***	***	$1,904.00	$0.00	TT	PROS
WAANGE	***	05/10/15	***	***	$58,170.00	$0.00	SM	DEF
WAANGE	***	05/13/15	***	***	$2,392.00	$0.00	TT	DEF
WAANGE	***	05/15/15	***	***	$109.00	$0.00	TM	PROS
WAANGE	***	05/17/15	***	***	$5,236.00	$0.00	TM	DEF
WAANGE	***	05/20/15	***	***	$356.00	$0.00	SM	DEF
WAANGE	***	05/31/15	***	***	$4,284.00	$2,430.00	SM	DEF
WAANGE	***	06/02/15	***	***	$14,652.00	$13,030.00	AN	DEF
WAANGE	***	06/03/15	***	***	$903.00	$0.00	TT	PROS
WAANGE	***	06/04/15	***	***	$3,570.00	$0.00	TT	DEF
WAANGE	***	06/05/15	***	***	$12,808.00	$0.00	SM	DEF
WAANGE	***	06/06/15	***	***	$5,406.00	$0.00	SM	DEF
WAANGE	***	06/09/15	***	***	$872.00	$0.00	TT	DEF
WAANGE	***	06/09/15	***	***	$3,544.00	$0.00	TT	DEF
WAANGE	***	06/09/15	***	***	$2,144.00	$0.00	TT	DEF
WAANGE	***	06/11/15	***	***	$2,023.00	$0.00	TT	DEF
WAANGE	***	06/14/15	***	***	$904.00	$0.00	TT	DEF
WAANGE	***	06/15/15	***	***	$5,236.00	$0.00	TM	PROS
WAANGE	***	06/15/15	***	***	$2,144.00	$0.00	TT	DEF
WAANGE	***	06/17/15	***	***	$2,068.00	$0.00	TT	DEF
WAANGE	***	06/20/15	***	***	$1,526.00	$0.00	TT	DEF
WAANGE	***	06/22/15	***	***	$24,120.00	$0.00	TT	DEF
WAANGE	***	06/22/15	***	***	$4,470.00	$0.00	TT	PROS
WAANGE	***	06/29/15	***	***	$1,390.00	$75.00	SM	DEF
WAANGE	***	06/30/15	***	***	$10,008.00	$0.00	TT	DEF
WAANGE	***	07/01/15	***	***	$903.00	$0.00	TT	PROS
WAANGE	***	07/04/15	***	***	$149.00	$0.00	SM	TENT
WAANGE	***	07/09/15	***	***	$20,000.00	$0.00	TM	PROS
WAANGE	***	07/11/15	***	***	$119.00	$0.00	TM	PROS
WAANGE	***	07/12/15	***	***	$13,932.00	$0.00	TT	DEF
WAANGE	***	07/17/15	***	***	$3,344.00	$0.00	TT	DEF
WAANGE	***	07/21/15	***	***	$10,008.00	$0.00	TT	DEF
WAANGE	***	07/25/15	***	***	$169.00	$0.00	SM	TENT
WAANGE	***	07/25/15	***	***	$9,035.00	$0.00	TT	PROS

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WAANGE	***	07/26/15	***	***	$13,932.00	$2,436.00	TT	DEF
WAANGE	***	07/29/15	***	***	$8,427.00	$0.00	SM	DEF
WAANGE	***	08/01/15	***	***	$1,590.00	$1,020.00	SM	DEF
WAANGE	***	08/01/15	***	***	$1,690.00	$0.00	TT	DEF
WAANGE	***	08/03/15	***	***	$298.00	$2,720.00	SM	PROS
WAANGE	***	08/09/15	***	***	$13,932.00	$0.00	TT	DEF
WAANGE	***	08/11/15	***	***	$10,008.00	$0.00	TT	DEF
WAANGE	***	08/13/15	***	***	$11,687.00	$0.00	TT	DEF
WAANGE	***	08/25/15	***	***	$10,008.00	$0.00	TT	DEF
WAANGE	***	08/26/15	***	***	$2,208.00	$0.00	TT	DEF
WAANGE	***	09/06/15	***	***	$13,932.00	$3,556.00	TT	DEF
WAANGE	***	09/09/15	***	***	$2,162.00	$0.00	TT	DEF
WAANGE	***	09/09/15	***	***	$2,780.00	$0.00	TT	DEF
WAANGE	***	09/09/15	***	***	$903.00	$0.00	TT	PROS
WAANGE	***	09/10/15	***	***	$1,520.00	$0.00	SM	DEF
WAANGE	***	09/15/15	***	***	$109.00	$0.00	TT	PROS
WAANGE	***	09/15/15	***	***	$10,008.00	$0.00	TT	DEF
WAANGE	***	09/15/15	***	***	$1,190.00	$0.00	TT	DEF
WAANGE	***	09/16/15	***	***	$2,162.00	$0.00	TT	DEF
WAANGE	***	09/19/15	***	***	$109.00	$0.00	TM	PROS
WAANGE	***	09/21/15	***	***	$952.00	$0.00	TT	DEF
WAANGE	***	09/21/15	***	***	$5,355.00	$0.00	TM	DEF
WAANGE	***	09/22/15	***	***	$109.00	$0.00	TT	PROS
WAANGE	***	09/22/15	***	***	$2,144.00	$0.00	TT	DEF
WAANGE	***	09/22/15	***	***	$10,008.00	$0.00	TT	DEF
WAANGE	***	09/23/15	***	***	$2,162.00	$0.00	TT	DEF
WAANGE	***	09/28/15	***	***	$2,144.00	$0.00	TT	DEF
WAANGE	***	10/03/15	***	***	$6,478.00	$2,230.00	AN	PROS
WAANGE	***	10/07/15	***	***	$1,974.00	$0.00	TT	DEF
WAANGE	***	10/09/15	***	***	$11,830.00	$0.00	FT	DEF
WAANGE	***	10/09/15	***	***	$43,536.00	$6,750.00	CG	DEF
WAANGE	***	10/09/15	***	***	$7,960.00	$0.00	TT	DEF
Property Abbrev. subtotal: *** *** $466,561.00 $35,272.00
WARICH	***	01/01/15	***	***	$72.00	$0.00	CG	DEF
WARICH	***	01/01/15	***	***	$140.00	$0.00	CG	DEF
WARICH	***	01/01/15	***	***	$156.00	$0.00	CG	DEF
WARICH	***	01/01/15	***	***	$148.00	$0.00	CG	DEF
WARICH	***	01/07/15	***	***	$1,428.00	$0.00	CG	DEF
WARICH	***	01/15/15	***	***	$0.00	$0.00	CG	PROS
WARICH	***	01/16/15	***	***	$2,850.00	$0.00	TM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WARICH	***	01/16/15	***	***	$3,990.00	$0.00	TM	DEF
WARICH	***	01/16/15	***	***	$3,230.00	$0.00	TM	DEF
WARICH	***	01/16/15	***	***	$190.00	$0.00	TM	TENT
WARICH	***	01/17/15	***	***	$2,040.00	$5,290.00	CG	DEF
WARICH	***	01/17/15	***	***	$2,090.00	$0.00	TM	DEF
WARICH	***	01/17/15	***	***	$1,520.00	$0.00	TM	DEF
WARICH	***	01/23/15	***	***	$79.00	$0.00	CG	TENT
WARICH	***	01/23/15	***	***	$190.00	$0.00	TM	TENT
WARICH	***	01/24/15	***	***	$85.00	$0.00	CG	TENT
WARICH	***	01/26/15	***	***	$89.00	$0.00	CG	TENT
WARICH	***	01/26/15	***	***	$368.00	$0.00	GG	TENT
WARICH	***	01/27/15	***	***	$2,024.00	$0.00	NE	DEF
WARICH	***	01/30/15	***	***	$2,340.00	$0.00	TM	DEF
WARICH	***	01/30/15	***	***	$2,280.00	$0.00	TM	DEF
WARICH	***	01/30/15	***	***	$190.00	$0.00	TM	TENT
WARICH	***	02/02/15	***	***	$920.00	$1,800.00	GG	DEF
WARICH	***	02/03/15	***	***	$267.00	$0.00	CG	TENT
WARICH	***	02/04/15	***	***	$748.00	$0.00	CG	DEF
WARICH	***	02/06/15	***	***	$1,456.00	$1,457.00	SM	DEF
WARICH	***	02/12/15	***	***	$11,248.00	$0.00	CG	TENT
WARICH	***	02/13/15	***	***	$198.00	$0.00	TM	TENT
WARICH	***	02/14/15	***	***	$1,520.00	$0.00	TM	DEF
WARICH	***	02/18/15	***	***	$89.00	$0.00	CG	TENT
WARICH	***	02/20/15	***	***	$198.00	$0.00	TM	TENT
WARICH	***	02/21/15	***	***	$90.00	$0.00	CG	TENT
WARICH	***	02/26/15	***	***	$297.00	$0.00	TM	TENT
WARICH	***	02/27/15	***	***	$920.00	$0.00	TM	TENT
WARICH	***	02/27/15	***	***	$188.00	$200.00	TM	DEF
WARICH	***	02/27/15	***	***	$790.00	$0.00	TM	TENT
WARICH	***	03/01/15	***	***	$34,592.00	$0.00	GG	DEF
WARICH	***	03/06/15	***	***	$12,494.00	$0.00	TM	TENT
WARICH	***	03/06/15	***	***	$315.00	$0.00	TM	TENT
WARICH	***	03/11/15	***	***	$2,722.00	$0.00	AN	DEF
WARICH	***	03/11/15	***	***	$6,397.00	$400.00	TM	TENT
WARICH	***	03/12/15	***	***	$9,025.00	$2,200.00	SM	DEF
WARICH	***	03/12/15	***	***	$3,040.00	$0.00	TM	DEF
WARICH	***	03/13/15	***	***	$2,280.00	$0.00	TM	TENT
WARICH	***	03/13/15	***	***	$2,280.00	$0.00	TM	TENT
WARICH	***	03/13/15	***	***	$2,280.00	$0.00	TM	DEF
WARICH	***	03/13/15	***	***	$2,090.00	$0.00	TM	DEF
WARICH	***	03/18/15	***	***	$9,857.00	$4,800.00	SM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WARICH	***	03/21/15	***	***	$790.00	$0.00	TM	TENT
WARICH	***	03/25/15	***	***	$3,404.00	$2,100.00	GG	PROS
WARICH	***	03/27/15	***	***	$990.00	$0.00	TM	TENT
WARICH	***	03/27/15	***	***	$15,048.00	$0.00	TM	TENT
WARICH	***	03/27/15	***	***	$2,180.00	$0.00	TM	DEF
WARICH	***	03/27/15	***	***	$2,180.00	$0.00	TM	DEF
WARICH	***	03/27/15	***	***	$2,616.00	$0.00	TM	TENT
WARICH	***	04/05/15	***	***	$1,840.00	$0.00	GG	DEF
WARICH	***	04/06/15	***	***	$920.00	$1,300.00	GG	TENT
WARICH	***	04/09/15	***	***	$9,660.00	$0.00	TM	DEF
WARICH	***	04/09/15	***	***	$720.00	$0.00	TM	TENT
WARICH	***	04/09/15	***	***	$2,860.00	$0.00	TM	DEF
WARICH	***	04/09/15	***	***	$2,600.00	$0.00	TM	DEF
WARICH	***	04/09/15	***	***	$3,780.00	$0.00	TM	TENT
WARICH	***	04/09/15	***	***	$3,640.00	$0.00	TM	DEF
WARICH	***	04/10/15	***	***	$2,880.00	$0.00	TM	DEF
WARICH	***	04/10/15	***	***	$2,340.00	$0.00	TM	DEF
WARICH	***	04/10/15	***	***	$2,600.00	$0.00	TM	DEF
WARICH	***	04/14/15	***	***	$3,104.00	$0.00	AN	PROS
WARICH	***	04/16/15	***	***	$1,980.00	$2,500.00	SM	PROS
WARICH	***	04/16/15	***	***	$9,752.00	$0.00	GG	PROS
WARICH	***	04/16/15	***	***	$7,728.00	$0.00	SM	DEF
WARICH	***	04/17/15	***	***	$3,096.00	$0.00	TM	TENT
WARICH	***	04/17/15	***	***	$828.00	$0.00	TM	TENT
WARICH	***	04/17/15	***	***	$218.00	$0.00	TM	TENT
WARICH	***	04/17/15	***	***	$594.00	$0.00	TM	TENT
WARICH	***	04/24/15	***	***	$204.00	$0.00	TM	TENT
WARICH	***	04/24/15	***	***	$6,336.00	$7,250.00	SM	DEF
WARICH	***	04/24/15	***	***	$16,320.00	$0.00	TM	TENT
WARICH	***	04/25/15	***	***	$790.00	$0.00	TM	TENT
WARICH	***	04/28/15	***	***	$14,500.00	$0.00	TM	TENT
WARICH	***	05/01/15	***	***	$198.00	$0.00	TM	TENT
WARICH	***	05/04/15	***	***	$345.00	$0.00	TT	PROS
WARICH	***	05/08/15	***	***	$198.00	$0.00	TM	TENT
WARICH	***	05/08/15	***	***	$2,136.00	$0.00	TM	TENT
WARICH	***	05/12/15	***	***	$5,060.00	$4,842.00	CG	DEF
WARICH	***	05/13/15	***	***	$4,950.00	$0.00	SM	DEF
WARICH	***	05/14/15	***	***	$6,606.00	$0.00	AN	DEF
WARICH	***	05/16/15	***	***	$92.00	$0.00	GG	PROS
WARICH	***	05/21/15	***	***	$11,400.00	$0.00	TM	PROS
WARICH	***	05/26/15	***	***	$3,300.00	$0.00	TM	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WARICH	***	05/28/15	***	***	$9,750.00	$1,100.00	TM	TENT
WARICH	***	05/28/15	***	***	$10,140.00	$0.00	TM	TENT
WARICH	***	05/28/15	***	***	$6,240.00	$0.00	TM	DEF
WARICH	***	05/28/15	***	***	$2,080.00	$0.00	TM	DEF
WARICH	***	05/28/15	***	***	$660.00	$0.00	TM	DEF
WARICH	***	05/28/15	***	***	$2,052.00	$0.00	TM	TENT
WARICH	***	06/05/15	***	***	$10,900.00	$0.00	TM	TENT
WARICH	***	06/05/15	***	***	$3,132.00	$675.00	AN	DEF
WARICH	***	06/08/15	***	***	$920.00	$1,800.00	GG	DEF
WARICH	***	06/12/15	***	***	$210.00	$0.00	SM	TENT
WARICH	***	06/13/15	***	***	$99.00	$0.00	SM	TENT
WARICH	***	06/18/15	***	***	$22,908.00	$0.00	GG	DEF
WARICH	***	06/18/15	***	***	$24,850.00	$0.00	TM	DEF
WARICH	***	06/19/15	***	***	$3,692.00	$0.00	TM	PROS
WARICH	***	06/19/15	***	***	$7,952.00	$0.00	TM	DEF
WARICH	***	06/19/15	***	***	$3,692.00	$0.00	TM	DEF
WARICH	***	06/19/15	***	***	$3,408.00	$0.00	TM	DEF
WARICH	***	06/20/15	***	***	$2,295.00	$0.00	SM	DEF
WARICH	***	06/21/15	***	***	$24,140.00	$0.00	TM	TENT
WARICH	***	06/25/15	***	***	$4,460.00	$0.00	TM	DEF
WARICH	***	06/25/15	***	***	$3,570.00	$0.00	SM	DEF
WARICH	***	06/25/15	***	***	$1,080.00	$0.00	TM	TENT
WARICH	***	06/25/15	***	***	$1,404.00	$900.00	TT	DEF
WARICH	***	06/25/15	***	***	$2,860.00	$0.00	TM	DEF
WARICH	***	06/25/15	***	***	$11,640.00	$0.00	TM	DEF
WARICH	***	06/25/15	***	***	$3,640.00	$0.00	TM	DEF
WARICH	***	06/26/15	***	***	$2,600.00	$0.00	TM	DEF
WARICH	***	06/26/15	***	***	$2,640.00	$0.00	TM	DEF
WARICH	***	06/26/15	***	***	$2,160.00	$0.00	SM	DEF
WARICH	***	06/26/15	***	***	$280.00	$0.00	SM	PROS
WARICH	***	06/26/15	***	***	$2,860.00	$0.00	TM	DEF
WARICH	***	07/02/15	***	***	$3,600.00	$0.00	TM	PROS
WARICH	***	07/08/15	***	***	$6,636.00	$0.00	SM	DEF
WARICH	***	07/09/15	***	***	$17,214.00	$0.00	TM	PROS
WARICH	***	07/11/15	***	***	$115.00	$0.00	SM	TENT
WARICH	***	07/15/15	***	***	$26,781.00	$0.00	SM	DEF
WARICH	***	07/16/15	***	***	$1,404.00	$900.00	TT	DEF
WARICH	***	07/16/15	***	***	$6,540.00	$0.00	TM	TENT
WARICH	***	07/19/15	***	***	$4,560.00	$1,300.00	CG	DEF
WARICH	***	07/19/15	***	***	$9,975.00	$0.00	TM	DEF
WARICH	***	07/30/15	***	***	$1,404.00	$900.00	TT	DEF

Property Arrival Blocked Guestroom Abbrev. Booking Post As Date Account Name Rooms Revenue						Total Function Revenue	Mkt Seg	Status Abbrv
(Blocked)
WARICH	***	08/05/15	***	***	$26,781.00	$0.00	SM	DEF
WARICH	***	08/07/15	***	***	$238.00	$0.00	SM	TENT
WARICH	***	08/13/15	***	***	$1,404.00	$900.00	TT	DEF
WARICH	***	08/13/15	***	***	$6,155.00	$3,000.00	SM	DEF
WARICH	***	08/14/15	***	***	$218.00	$0.00	TM	TENT
WARICH	***	08/21/15	***	***	$93.00	$0.00	SM	TENT
WARICH	***	08/23/15	***	***	$9,702.00	$3,800.00	SM	DEF
WARICH	***	08/27/15	***	***	$1,404.00	$900.00	TT	DEF
WARICH	***	09/03/15	***	***	$1,404.00	$900.00	TT	DEF
WARICH	***	09/05/15	***	***	$10,399.00	$3,750.00	AN	PROS
WARICH	***	09/07/15	***	***	$14,260.00	$4,300.00	SM	PROS
WARICH	***	09/09/15	***	***	$2,860.00	$822.00	AN	PROS
WARICH	***	09/10/15	***	***	$1,404.00	$900.00	TT	DEF
WARICH	***	09/11/15	***	***	$4,460.00	$10,500.00	SM	DEF
WARICH	***	09/11/15	***	***	$3,600.00	$700.00	SM	PROS
WARICH	***	09/12/15	***	***	$90.00	$700.00	SM	PROS
WARICH	***	09/13/15	***	***	$25,047.00	$0.00	CG	DEF
WARICH	***	09/13/15	***	***	$28,560.00	$5,200.00	SM	DEF
WARICH	***	09/15/15	***	***	$9,401.00	$0.00	CG	DEF
WARICH	***	09/16/15	***	***	$5,980.00	$4,500.00	SM	PROS
WARICH	***	09/17/15	***	***	$1,404.00	$900.00	TT	DEF
WARICH	***	09/19/15	***	***	$90.00	$700.00	SM	PROS
WARICH	***	10/03/15	***	***	$99.00	$0.00	SM	TENT
WARICH	***	10/07/15	***	***	$184.00	$0.00	AN	PROS
WARICH	***	10/15/15	***	***	$6,075.00	$0.00	TM	TENT
WARICH	***	10/21/15	***	***	$920.00	$0.00	GG	PROS
WARICH	***	10/30/15	***	***	$14,914.00	$2,500.00	TM	DEF
WARICH	***	11/05/15	***	***	$1,710.00	$0.00	TM	DEF
WARICH	***	11/05/15	***	***	$2,542.00	$0.00	TM	DEF
WARICH	***	11/05/15	***	***	$1,736.00	$0.00	TM	DEF
WARICH	***	11/05/15	***	***	$8,556.00	$0.00	TM	TENT
WARICH	***	11/06/15	***	***	$1,290.00	$0.00	TM	TENT
WARICH	***	11/06/15	***	***	$744.00	$0.00	TM	DEF
WARICH	***	11/06/15	***	***	$372.00	$0.00	TM	DEF
WARICH	***	11/06/15	***	***	$1,116.00	$0.00	TM	DEF
WARICH	***	11/06/15	***	***	$496.00	$0.00	TM	DEF
WARICH	***	11/06/15	***	***	$744.00	$0.00	TM	DEF
WARICH	***	11/12/15	***	***	$330.00	$0.00	TM	TENT

Property Abbrev. subtotal:    ***    ***    $745,907.00    $86,686.00

Property

Abbrev.    Booking Post As

Arrival

Date    Account Name

Blocked Rooms

Guestroom Revenue (Blocked)

Total Function Revenue

Mkt Seg

Status Abbrv

Grand Total    ***    $2,411,459.00    $406,129.00

Schedule 5.01(j) Pending Litigation

Guest Litigation Claims

Port Angeles

3-6-2011 (DOL) (Estate of ) – wrongful death – was killed in an auto accident. Allegation is that the individual that was driving the vehicle that hit victim was drinking in RLH hot tub, RLH should have known thereby not allowing her to drive – Investigative Stage

4-24-2014 (DOL) – alleges raccoon bite, RLH failed to warn guest against aggressive wild animals – Investigative Stage

Salt Lake City

12-31-2009 (DOL) – alleges injury by uninvited individual into guest room – Investigative Stage

Spokane

6-4-2013 (DOL) – alleges slip and fall – Investigative Stage Workers Compensation Claims – Attorney Represented

Eureka

5-15-2013 – elbow injury - 4-1-2014 – back strain

Redding

5-11-2013 – – neck strain and sprain

Pasco

3-19-2012 – – occupational disease 7-7-2013 – – shoulder strain

4-17-2014 – – shoulder strain

Salt Lake

8-28-2012 – – back injury

Environmental Concerns

See Environmental Reports for possible government investigations in to environmental issues.

Employee – EEOC/DFEH/Wage Claims Port Angeles – EEOC Claim, WA State Spokane – EEOC Claim, WA State

Schedule 5.01(k) Employment Contracts

None, except for the following union contracts:

1. 821 - 1-2013 thru 12-2015 RLH Olympia Teamsters Agreement

2. 821 - 4-2012 Olympia Unite HERE Local 8 Agreement

3. 821 - Teamsters Maint 2014 to 2016 Contract

Schedule 5.01(m) Environmental Reports

1. Bend - Phase I Environmental Site Assessment – October 1, 2014

2. Boise - Phase I Environmental Site Assessment – October 3, 2014

3. Coos Bay - Phase I Environmental Site Assessment – October 6, 2014

4. Eureka - Phase I Environmental Site Assessment – October 3, 2014

5. Olympia - Phase I Environmental Site Assessment – October 3, 2013

6. Pasco - Phase I Environmental Site Assessment – October 3, 2014

7. Port Angeles – Phase I Environmental Site Assessment – October 6, 2014

8. Post Falls - Phase I Environmental Site Assessment – October 3, 2014

9. Redding - Phase I Environmental Site Assessment – October 3, 2014

10. Richland - Phase I Environmental Site Assessment – October 3, 2014

11. Salt Lake - Phase I Environmental Site Assessment – October 3, 2014

12. Spokane - Phase I Environmental Site Assessment – October 3, 2014

13. Eureka Red Lion Phase I Environmental Site Assessment Report – May 21, 2013

14. Pasco Red Lion Phase I Environmental Site Assessment Report – May 21, 2013

15. Pasco Red Lion Phase II Environmental Site Assessment Report – July 11, 2013

16. Pasco Focused Phase II Environmental Site Assessment – September 3, 2013

17. Port Angeles Red Lion Phase I Environmental Site Assessment – May 17, 2013

18. Port Angeles Phase Red Lion II Environmental Site Assessment – July 9, 2013

19. Port Angeles Focused Phase II – September 3, 2013

20. Richland Red Lion Phase I – May 22, 2013

21. Richland Red Lion Phase II – July 3, 2013

22. Salt Lake City Red Lion Phase I – April 25, 2013

23. Redding Water Sample Lead Report – July 2013

24. Olympia Red Lion Environmental Site Assessment Environmental Site Assessment Report – June 20, 2011

25. Red Lion at the Park Phase I Environmental Site Assessment – June 13, 2011

26. Red Lion Coos Bay Final – July 26, 2011

27. Red Lion Coos Bay Phase I Environmental Site Assessment Supplemental Letter

28. Red Lion Coos Bay Focused Phase II Environmental Site Assessment – December 22, 2011

29. Red Lion Hotel Bend Final – July 28, 2011

30. Red Lion Hotel Bend Focused Phase II Environmental Site Assessment – December 22, 2011

31. Red Lion Boise Downtowner Final – August 1, 2011

32. Red Lion Boise Focused Phase II Environmental Site Assessment – December 22, 2011

Schedule 5.01(o) Work in Progress

1. Salt Lake City- Patio door replacements. Will be completed March 2015. Total estimated project cost is $20,000.

2. Olympia – Conference room staging. Will be completed in February 2015. Total estimated project cost is $22,027.

Schedule 8.02 Proration Credits

Room Revenue – based on Closing Date.

Guest Ledgers – based on date of Closing Date. Advance Deposits – 100% to Company.

Property Taxes – see Closing Statement and based on Closing Date and based on when paid in each jurisdiction.

Utility Deposits – Prepaid, 100% to Contributor. License Fees – Prepaid, 100% to Contributor.

Cash – based on Closing Date; 100% credit to Contributor. Insurance – Prepaid; 100% to Contributor.

Bulk TV Deposits – Prepaid, 100% to Contributor. Liquor Deposits – Prepaid, 100% to Contributor.

Storage Deposits – Prepaid, 100% to Contributor. Lease Expenses – Prepaid, 100% to Contributor.

Lease Revenues – based on Closing Date; 100% to Company. Moorage Revenues – based on Closing Date; 100% to Company Tenant Security Deposits – based on Closing Date; 100% to Company.

Schedule 8.05(a) Closing Statement

Schedule 8.05(a)
		Room Revenue	Guest Ledgers		Advance Deposits	Property Taxes	Utility Deposits	License Fees	Cash	Insurance	Bulk TV Deposits	Liquor Deposits	Lease Expenses	Lease Revenues	Moorage Revenues	Tenant Security Deposits
804	Hotal at Park	(5,451)	73,114	67,663	(25,079)	(33,872)		9,977	11,800	77,148	4,359	-		(80)
814	Templins	(924)	6,634	5,709	(7,820)	(5,125)		8,859	8,950	52,066	2,085	4,000			(10,288)
816	Salt Lake City	(9,063)	44,921	35,858	(7,281)	(6,947)	57,936	14,107	10,000	59,530	4,603	-		(373)
821	Olympia	(7,925)	55,112	47,187	(24,613)	(8,454)		10,063	10,350	23,047	2,404	-
831	Eureka	(2,844)	17,538	14,694	(11,330)	(2,441)	11,237	2,101	8,500	21,240	2,215	250
837	Pasco	(6,978)	87,917	80,940	(17,298)	(21,564)		17,723	20,000	35,339	3,291	15,100		(3,547)		(1,500)
839	Port Angeles	(3,011)	67,288	64,277	(2,301)	(11,186)		6,348	9,275	38,120	2,339	11,000
840	Redding	(2,844)	17,538	14,694	(11,330)	(2,536)	20,936	13,485	11,000	23,767	2,398	-	1,022
841	Richland	(3,575)	14,561	10,986	(10,706)	(11,594)		7,197	10,000	21,842	2,006	8,500	959
847	Bend	(1,723)	5,312	3,590	(3,120)	20,813	4,437	4,195	1,700	10,136	1,258	-		(4,181)
848	Boise	(4,353)	44,788	40,435	(11,692)	(2,908)	17,645	10,598	10,000	28,918	2,286	3,500	2,989	(785)
849	Coos Bay	(2,533)	9,042	6,508	(1,537)	23,314		1,045	5,900	18,779	-	3,315
		(51,224)	443,764	392,541	(134,107)	(62,500)	112,191	105,696	117,475	409,932	29,241	45,665	4,970	(8,966)	(10,288)	(1,500)

Schedule 9.02 (e) Proforma Title Policies

Form No. 1402.06

ALTA Owner's Policy (6-17-06) 1100302P050600

Policy Page 1 Policy Number: 691864-O

OWNER’S POLICY OF TITLE INSURANCE

ISSUED BY

First American Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a

Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement

referred to in that notice.

6. An enforcement action based on the exercise of a governmental

police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(e) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or

(f) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.

(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) "Insured": The Insured named in Schedule A.

(i)The term "Insured" also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii)
With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.

(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in

Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs,

attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(iii) the Amount of Insurance; or

(iv) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is

$2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of

$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department.

POLICY OF TITLE INSURANCE

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SCHEDULE A

First American Title Insurance Company

Name and Address of the issuing Title Insurance Company: First American Title Insurance Company

Pro forma No. 1

818 Stewart Street, Suite 800

Seattle, WA 98101

File No.: NCS-691864-WA1    Policy No.: 691864-O

Address Reference: 1415 NE 3rd, Bend, OR 97701

Amount of Insurance: $2,739,544.00    Premium: $TBD Date of Policy: Date and Time of Recording

1. Name of Insured:

RL Bend, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is: Fee Simple

3. Title is vested in:

RL Bend, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows:

Real property in the City of Bend, County of Deschutes, State of Oregon, described as follows:

LOTS 1 THROUGH 12 IN BLOCK 3 OF WIESTORIA, CITY OF BEND, DESCHUTES COUNTY, OREGON. TOGETHER WITH THAT PORTION OF A VACATED ALLEY WHICH INURED THERETO UPON THE VACATION THEREOF, BY ORDINANCE NO-850, RECORDED JULY 8, 1971 IN BOOK 176, PAGE 956 OF DESCHUTES COUNTY DEED RECORDS.

EXCEPTING THEREFROM THAT PORTION OF SAID LOTS 6 AND 7 IN BLOCK 3, CONVEYED TO THE CITY OF BEND BY WARRANTY DEED RECORDED MARCH 09, 2000 IN INSTRUMENT NO. 2000-9063 AND INSTRUMENT NO. 2000-9064.

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

SCHEDULE B

File No.: NCS-691864-WA1    Policy No.: 691864-O

EXCEPTIONS FROM COVERAGE

This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:

1. This item has been intentionally deleted.

2. Taxes for the fiscal year 2014-2015 a lien due, but not yet payable

3. This item has been intentionally deleted.

4. Easements for utilities over and across the premises formerly included within the boundaries of Alley now vacated, if any such exists.

5. Red Lion Roof Overhang License, including terms and provisions thereof. Recorded:    March 09, 2000 as Volume 2000, Page 9063

6. This item has been intentionally deleted.

7. This item has been intentionally deleted.

8. Unrecorded leasehold interests for tenants with right as tenants only.

9. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 09, 2014, last revised November 11, 2014, designated Job Number 14-1880E:

(A)Sidewalks cross the boundary lines onto the northern, eastern, and western sides of the subject property; (B) Power transformer on the northern portion of the subject property lacks any easement; (C) Southeastern side of the southernmost building crosses the 10-foot building setback line by 0.1 foot.

10. A deed of trust to secure an indebtedness in the original principal amount of

$2,700,000.00 recorded as Document No. of Official Records. Dated:    

Trustor:    RL Bend, LLC, a Delaware limited liability company

Trustee:    

Beneficiary:    Pacific Western Bank, a California State-Chartered Bank

COMMERCIAL ENVIRONMENTAL PROTECTION LIEN ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691864-O File No.: NCS-691864-WA1

Date    : pro forma Premium : 471.00

The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

COVENANTS, CONDITIONS AND RESTRICTIONS - IMPROVED LAND - OWNER'S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691864-O File No.: NCS-691864-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-OR209.2-06 (4-1- 12) Page 9 of 17 OTIRO 209.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy Oregon - (ALTA 9.2-06) (Rev. 4-2-12)

COVENANTS, CONDITIONS AND RESTRICTIONS - IMPROVED LAND - OWNER'S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691864-O File No.: NCS-691864-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-OR209.2-06 (4-1- 12) Page 11 of 17 OTIRO 209.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy Oregon - (ALTA 9.2-06) (Rev. 4-2-12)

ACCESS AND ENTRY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691864-O File No.: NCS-691864-WA1

Date    : pro forma Premium : 125.00

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from NE Olney Avenue and NE 3rd Stret (the "Street"), (ii) the Street is not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that portion of the Street abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

SAME AS SURVEY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691864-O File No.: NCS-691864-WA1

Date    : pro forma Premium : 100.00

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Duryea & Associates, P.S. dated October 9, 2014, last revised on November 11, 2014,

and designated Job No. 14-1880E.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

CONTIGUITY - SINGLE PARCEL ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691864-O File No.: NCS-691864-WA1

Date    : pro forma Premium : 150.00

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of the Land to be contiguous; or

2. the presence of any gaps, strips, or gores separating the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

MULTIPLE TAX PARCELS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691864-O File No.: NCS-691864-WA1

Date    :

Premium : 75.00

The Company insures against loss or damage sustained by the Insured by reason of:

1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Parcel:    Tax Identification Numbers: Portion of Lots 7 through 10    105196

Lots 1-6, 11, 12 and remainder

of Lots 7 through 10

105197

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes assessed against the servient estate.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

ENDORSEMENT ATTACHED TO POLICY NO. 691864-O

ISSUED BY

BLANK TITLE INSURANCE COMPANY

Date :

Premium : 50.00

The Company agrees that it will not assert the provisions of Condition 15(c) to deny liability for loss or damage otherwise insured against under the terms of the policy solely by reason of

(1) any amendment or endorsement to this policy being issued electronically or

(2) any amendment or endorsement to this policy not being authenticated by an authorized person.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Order Reference: NCS-691864-WA1

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

• Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

• Information about your transactions with us, our affiliated companies, or others; and

• Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation's site and its affiliates' sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.comuses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

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Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10)    Page 1 of 1    Privacy Information (2001-2010 First American Financial Corporation)

Form No. 1402.06

ALTA Owner's Policy (6-17-06) 1100302P050600

Policy Page 1

Policy Number: 691865

OWNER’S POLICY OF TITLE INSURANCE

ISSUED BY

First American Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a

Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement

referred to in that notice.

6. An enforcement action based on the exercise of a governmental

police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.

(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) "Insured": The Insured named in Schedule A.

(i)The term "Insured" also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii)
With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.

(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in

Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs,

attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(iii) the Amount of Insurance; or

(iv) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is

$2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of

$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department.

POLICY OF TITLE INSURANCE

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SCHEDULE A

First American Title Insurance Company

Name and Address of the issuing Title Insurance Company: First American Title Insurance Company

Pro forma No. 2

818 Stewart Street, Suite 800

Seattle, WA 98101

File No.: NCS-691865-WA1    Policy No.: 691865

Address Reference: 1800 Fairview Ave,, Boise, ID 97420 Amount of Insurance: $2,437,357.00

Date of Policy: Date and Time of Recording

1. Name of Insured:

RL Boise, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is:

Fee Simple as to Parcel A and a Leasehold Estate as to Parcel B as evidenced by that certain Memorandum of Lease, recorded May 13, 1981, as Instrument No. 8120564, Amended by Instrument recorded May 23, 1995, as Instrument No. 95034729, Assigned by instrument recorded August 2, 1995, as Instrument No. 95053144, Assigned by instrument recorded February 23, 2011, as Instrument No. 111016398, Assigned by instrument recorded November 3,

2011, as Instrument No. 111089852, and Amended by instrument recorded December 16, 2011, as Instrument No. 111102774

3. Title is vested in:

RL Boise, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows:

Real property in the County of Ada, State of Idaho, described as follows: Parcel A:

Parcel I:

All of Lots 1 and 2 in Block 40 and all of Block 41 of Fairview Addition, according to the plat thereof, filed in Book 2 of Plats at Page 73, Records of Ada County, Idaho, and all of Block 40-A Citizens Right-Of-Way, according to the plat thereof, filed in Book 7 of Plats at Page 341, and a portion of Lots 1 and 2 in Block 10 and all of Lots 11, 12, 13 and 14 in Block 9 of McCarty's Second Addition, according to the plat thereof, filed in Book 2 of Plats at Page 85, Records of Ada County, Idaho, and the vacated streets and alley included within the boundaries thereof, more particularly described as follows:

Beginning at the intersection of the Easterly boundary of 22nd Street and Northerly boundary of Fairview Avenue, being the Southwest corner of Block 41 of Fairview Addition, said point being The True Point Of Beginning; thence

North 0°00'00" East 350.16 feet along the Easterly boundary of said 22nd street to a point on the Southerly boundary of Main Street; thence

North 89°59'20" East 157.99(8) feet along the said Southerly boundary of Main Street to a point;

thence

South 89°50'40" East 157.98(151.50) feet along the said Southerly boundary of Main Street to a point; thence

South 54°50'40" East 57.50 feet along the said Southerly boundary of Main Street to a point; thence South 1°57'20" West 192.00 feet to a point, said point being the Southeast corner of said Lot 14 in Block 9 of said McCarty's Second Addition; thence

North 88°02'40" West 230.08 feet to a point; thence South 2°53'20" West 136.32 feet to a point on the Northerly boundary of said Fairview Avenue; thence

North 88°13'50" West 113.20 feet along the said Northerly boundary of said Fairview Avenue to the Point Of Beginning.

Parcel II:

Lots 9 and 10 in Block 9 of McCarty's Second Addition, according to the plat thereof, filed in Book 2 of Plats at Page 85, Official Records.

Except Therefrom that portion of said Lot 10, more particularly described as follows:

Commencing at the Northwest corner of said Lot 10, said point being the True Point Of Beginning; thence

South 88°02'40" East 20.00 feet along the Northerly boundary of said Lot 10 to a point; thence South 46°57'20" West 28.28 feet to a point on the Westerly boundary of said Lot 10; thence North 1°57'20" East 20.00 feet along the said Westerly boundary of said Lot 10 to the Point Of Beginning.

Also Except a parcel of land for public right-of-way being a portion of Lots 9 and 10 of Block 9 of McCarty's Second Addition, a subdivision according to the plat thereof, filed in Book 2 of Plats at Page 85, lying in the Southeast quarter of Section 4, Township 3 North, Range 2 East, Boise Meridian, Ada County Idaho, and more particularly described as follows:

Beginning at a lead plug and tack marking the Northwest corner of Lot 2 of Block 40 of Fairview Addition, a subdivision, according to the official plat thereof, filed in Book 2 of Plats at Page 73, Official Records; thence

South 0°00'00" West 350.16 feet along the Westerly boundaries of said Lot 2 of Block 40 of Fairview Addition, Block 40-A Citizen's Right-Of-Way, a subdivision, according to the official plat thereof, filed in Book 7 of Plats at Page 341, and Block 41 of said Fairview Addition, which is also the Easterly right-of-way line 22nd Street, to a point marking the Southwest corner of the said Block 41 of Fairview Addition; thence

South 88°13'50" East 190.58 feet along the Southerly boundary of the said Block 41 of Fairview Addition, Block 40-A of Citizens Right-of-Way, the adjacent alley to the said Lot 10 of Block 9, McCarty's Second Addition, all of Lot 10 and a portion of Lot 9 of Block 9 of McCarty's Second Addition, which is also the Northerly right-of-way line of Fairview Avenue, to a point, also said point being the Real Point Of Beginning; thence continuing

South 88°13'50" East 30.0 feet along the said Southerly boundaries of Lots 10 and 9 of Block 9 of McCarty's Second Addition to a point; thence

North 1°57'20" East 99.95 feet along a line 25.00 feet Westerly of and parallel with the Easterly boundary of the said Lot 9 of Block 9 of McCarty's Second Addition to a iron pin; thence

North 46°57'20" East 28.28 feet to an iron pin on the Northerly boundary line of the said Lot 9 of Block 9 of McCarty's Second Addition; thence

North 88°02'40" West 50.00 feet along the said Northerly boundary of Lot 9 and the Northerly boundary of the said Lot 10 of Block 9 of McCarty's Second Addition to a iron pin; thence South 1°57'20" West 120.05 feet along line 5.00 feet Westerly of and parallel with Easterly boundary of the said Lot 10 of Block 9 of McCarty's Second Addition to The Real Point Of Beginning.

Parcel III:

The East 150 feet of Lot 1 in Block 38 and all of Block 39 of Fairview Addition, according to the

official plat thereof, filed in Book 2 of Plats at Page 73 and the East 150 feet of Block 38-A of Citizen's Right-Of-Way, according to the plat thereof, filed in Book 7 of Plats at Page 341, Records of Ada County, Idaho.

Parcel IV:

Lots 15 and 16 of Block 9 of McCarty's Second Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Records of Ada County, Idaho and that portion of 18th Street, now vacated, described as follows:

Beginning at the Northeast corner of said Lot 16; thence West 100 feet; thence North 69.88 feet; thence

Southeast 119.28 feet; thence

South 4.86 feet to The Point Of Beginning. Parcel V:

A parcel of land being all of the alley lying Westerly of and adjacent with the Westerly boundary of Lot 10 of Block 9 and a portion of the 16.00 foot alley lying Northerly of and adjacent with said Lot 10 of Block 9 of McCarty's Second Addition, a subdivision according to the plat thereof, filed in Book 2 of Plats at Page 85, lying in the Southeast quarter of Section 4, Township 3 North, Range 2 East, Boise Meridian, Ada County Idaho, more particularly described as follows:

Beginning at a lead plug and tack marking the Northwest corner of Lot 2 of Block 40 of Fairview Addition, a subdivision, according to the official plat thereof, filed in Book 2 of Plats at Page 73, Official Records; thence

South 0°00'00" West 350.16 feet along the Westerly boundaries of said Lot 2 of Block 40 of Fairview Addition, Block 40-A Citizen's Right-Of-Way, a subdivision, according to the official plat thereof, filed in Book 7 of Plats at Page 341, and Block 41 of said Fairview Addition, which is also the Easterly right-of-way line 22nd Street, to a point marking the Southwest corner of the said Block 41 of Fairview Addition; thence

South 88°13'50" East 145.58 feet along the Southerly boundaries of said Block 41 of Fairview Addition and Block 40-A of Citizens Right-Of-Way and adjacent alley to said Lot 10 of Block 9 of McCarty's Second Addition which is also the Northerly right-of-way line of Fairview Avenue, to a point marking the Southwest corner of the said Lot 10 of Block 9 of McCarty's Second Addition, also said point being the Real Point Of Beginning; thence

North 1°57'20" East 100.20 feet along the Westerly boundary of the said Lot 10 of Block 9 of McCarty's Second Addition to an iron pin; thence

North 46°57'20" East 26.28 feet to an iron pin on the Northerly boundary of the said Lot 10 of Block 9 of McCarty's Second Addition; thence

South 88°02'40" East 25.00 feet along the said Northerly boundary of the said Lot 10 of Block 9 of McCarty's Second Addition to an iron pin; thence

North 1°57'20" East 16.0 feet along a line Westerly of and parallel with the Westerly boundary extended of the said Lot 9 in Block 9 of McCarty's Second Addition to an iron pin on the Northerly boundary of the said 16-foot alley; thence

North 88°02'40" West 75.16 feet along the said Northerly boundary of the said 16-foot alley to an iron pin on the Westerly boundary of the said McCarty's Second Addition; thence

South 2°53'20" West 136.32 feet along the said Westerly boundary of McCarty's Second Addition, which is also the Westerly boundary of the said adjacent alley to Lot 10 of Block 9 of McCarty's Second Addition, to a point marking the Southwest corner of the said adjacent alley to Lot 10 of Block 9 of McCarty's Second Addition; thence

South 88°13'50" East 32.38 feet along the said Southerly boundary of the adjacent alley to Lot 10 of Block 9 of McCarty's Second Addition to the Real Point Of Beginning.

Parcel VI:

Lots 7 and 8 in Block 9 of McCarty's Second Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Official Records of Ada County, Idaho.

Parcel B:

Lots 3, 4, 5, 6 and 17 in Block 9 of McCarty's Second Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Records of Ada County, Idaho, and Lot 18 and in Block 9, Except the hereinafter described:

A parcel of land being on the Westerly side of the center line of Boise One-Way Couplet, Project No. U-3021 (21) Highway Survey, as shown on the plans thereof now on file in the office of the Department of Highways of the State of Idaho, and being a portion of Lot 18 in Block 9 of McCarty's Second Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Official Records of Ada County, Idaho, described as follows:

Beginning at the Northeast corner of Lot 18 in Block 9 of said McCarty's Second Addition; thence Southerly along the Easterly boundary line of said Lot 18 a distance of 12.2 feet to a point that bears North 87°54'04" West, 58.74 feet from Station 80456.72 of Boise, One Way Couplet Project No. U-3021 (21) Highway Survey; thence

Northwesterly along a 140.50 foot radius curve left 35.94 feet to a point that bears South 35°10'41" West 42.38 feet from Station 79462.58 of said Highway Survey; thence

Northerly 3.0 feet, more or less, to a point in the Northeasterly line of said Lot 18 that bears South 35°10'41" West 40.00 feet from Station 79460.90 of said Highway Survey; thence Southeasterly along the Northeasterly line of said Lot 18 to the Place Of Beginning.

And

All of Lot 19, Block 9 of McCarty's Second Addition, according to the plat thereof, filed in Book 2 of Plats at Page 85, Records of Ada County, Idaho.

Excepting Therefrom a parcel of land being on both sides of the centerline of Boise One-Way Couplet, Project No. U-3021 (21) Highway Survey as shown on the plans thereof now on file in the office of the Department of Highways of the State of Idaho and being a portion of Lot 19 in Block 9 of McCarty's Second Subdivision, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Official Records of Ada County, Idaho, described as follows:

Beginning at the East corner of Lot 19 in Block 9 of said McCarty's Second Addition; thence Westerly along the South boundary line of said Lot 19, a distance of 95.44 feet to the Southwest corner thereof; thence

North 62°17'36" East 23.12 feet to a point that bears North 87°54'04" West 38.67 feet from Station 80194.74 of Boise, One-Way Couplet, Project No. U-3021 (21) Highway Survey; thence Northwesterly along a 140.50 foot radius curve left 55.10 feet to a point in the Westerly line of said Lot 19 that bears North 87°54'04" West, 58.74 feet from Station 80+56.73 of said Highway Survey; thence

Northerly along said Westerly line 12.7 feet, to the Northwesterly corner of said Lot 19; thence Southeasterly along the Northeasterly boundary line of said Lot 19 to the Real Point Of Beginning.

Parcels A and B are also described as follows pursuant to Survey dated May 13, 1994, and revised July 17, 1995, by Toothman-Orton Engineering Company as File No. 1-94025-SHTI-1:

Parcel 1:

The East 150 feet of Lot 1 in Block 38, and all of Block 39 of Fairview Addition according to the plat thereof, filed in the office of the Ada County Recorder in Book 2 of Plats at Page 73, and the East 150.00 feet of Block 38-A of Citizen's Right Of Way, according to the plat thereof, filed in Book 7 of Plats at 341, being more particularly described as follows:

Beginning at a 5/8 inch iron pin at the Northeasterly corner of said Block 39 being the point of intersection of the Southerly sideline of West Main Street and the Westerly sideline of North 22nd Street; thence

1.) S.00°00'00"E., 165.60 feet along the Westerly sideline of said 22nd Street to a 5/8 inch iron pin; thence

2.) N.89°00'42"W., 150.02 feet along the Southerly line of said Lot 1 Block 38 to a 5/8 inch iron pin; thence

3.) N.00°00'00"W., 162.98 feet along a line parallel with and 150.00 feet West of the Westerly sideline of 22nd Street to a 5/8 inch iron pin; thence

4.) N.89°59'20"E., 150.00 feet along the Southerly sideline of said West Main Street to the Point Of Beginning.

Parcel 2:

All of Lots 1 and 2 of Block 40 and all of Block 41 of Fairview Addition, according to the plat thereof in the office of the Ada County Recorder in Book 2 of Plats at Page 73; all of Block 40-A of Citizen's Right Of Way, according to the official plat thereof, filed in Book 7 of Plats at Page 341; portions of Lots 1 and 2 of Block 10 and a portion of Lot 10 and all of Lots 11, 12, 13, 14, 15 and 16 of Block 9 of McCarty's 2nd Addition, according to the plat thereof, filed in Book 2 of Plats at Page 85; and certain vacated portions of streets and alleys shown on said plat and included within the following more particularly described

Parcel 2: Beginning at the point of intersection of the Easterly sideline of North 22nd with the Northerly sideline of Fairview Avenue, said point being the Southwesterly corner of said Block 41 of the Fairview Addition; thence,

1.) N.00°00'00"W., 350.18 feet along the Easterly sideline of said North 22nd Street, being along the Westerly lines of said Block 41, Block 40-A of said Citizen's Right Of Way and Block 40 of said Fairview Addition to the point of intersection of said Easterly sideline of North 22nd Street with the Southerly sideline of West Main Street; thence,

2.) N.89°59'20"E., 157.98 feet along the Southerly sideline of West Main Street being along the Northerly line of Lots 1 and 2 of Block 40 of Fairview Addition and along the Northerly terminus of a vacated portion of 18th Street to a point in the Westerly line of Lot 2 Block 10 of McCarty's 2nd Addition; thence

3.) S.89°50'40"E., 151.50 feet along said sideline of West Main Street to a point in the Northeasterly line of Lot 1 of said Block 10; thence

4.) S.54°50'40"E., 185.34 feet along said sideline, being along the Northeasterly line of said Lot 1, and along the Easterly terminus of vacated 18th Street to a point in the Northerly line of Lot 17 of Block 9 of said McCarty's 2nd Addition; thence,

5.) N.88°02'40"W., 6.97 feet along the Northerly line of said Lot 17 to the Northwesterly corner thereof; thence,

6.) S.01°57'20"W., 122.00 feet along the Westerly line of said Lot 17 to the Southwesterly corner of said Lot 17 Block 9; thence,

7.) N.88°02'40"W., 255.00 feet along the Southerly lines of Lots 16, 15, 14, 13, 12 and 11 to a point; thence,

8.) S.01°57'20"W., 136.05 feet along the Easterly terminus of the vacated portion of a 16 foot wide alley and along a line parallel with and 5.00 feet Westerly of the Easterly line of Lot 10 Block 9 to a point in the Southerly line of said Lot 10, being the Northerly sideline of West Fairview Avenue; thence

9.) N.88°13'50"W., 190.48 feet along the Southerly lines of said Lot 10 Block 9, the vacated portion of 19th Street, Lot 40-A of Citizen's Right Of Way and Block 41 of the Fairview Addition,

being along the Northerly sideline of West Fairview Avenue, to the Point Of Beginning. Parcel 3:

All of Lots 7 and 8 and a portion of Lot 9, of Block 9, McCarty's 2nd Addition, according to the plat thereof filed in the office of the Ada County Recorder in Book 2 of Plats at Page 85, and being more particularly described as follows:

Commencing at the point of intersection of the Easterly sideline of North 22nd Street with the Northerly sideline of Fairview Avenue, said point being the Southwesterly corner of Block 41 of the Fairview Addition according to the official plat thereof filed in Book 2 of Plats at Page 73; thence

A.) S.88°13'50"E., 220.48 feet along the Southerly lines of said Block 41 Fairview Addition, Block 40-A of Citizen's Right of Way, the vacated portion of 19th Street and Lots 10 and 9 of Block 9 of said McCarty's 2nd Addition to a point 25 feet Easterly of the Westerly line of said Lot 9, being the Point Of Beginning; thence

1.) N.01°57'20"E., 99.95 feet along a line parallel with and 25.00 feet Easterly of the Westerly line of said Lot 9; thence,

2.) N.46°57'20"E., 28.28 feet to a point in the Northerly line of said Lot 9; thence,

3.) S.88°02'40"E., 105.00 feet along the Northerly lines of Lots 9, 8 and 7 to the Northeasterly corner of said Lot 7; thence

4.) S.01°57'20"W., 119.55 feet along the Easterly line of said Lot 7 to a point in the Northerly sideline of West Fairview Avenue; thence

5.) N.88°13'50"W., 125.00 feet along said sideline to the Point Of Beginning. Parcel 4:

All of Lot 17 and portions of Lots 18 and 19, Block 9, McCarty's 2nd Addition, according to the plat thereof filed in the office of the Ada County Recorder in Book 2 of Plats at Page 85, and being more particularly described as follows:

Commencing at the point of intersection of the Easterly sideline of North 22nd Street with the Northerly sideline of Fairview Avenue, said point being the Southwesterly corner of Block 41 of the Fairview Addition according to the official plat thereof filed in the office of the Ada County Recorder in Book 2 of Plats at Page 73; thence,

A.) S.88°13'50"E., 190.48 feet along the Southerly lines of said Block 41 Fairview Addition, Block 40-A of Citizen's Right of Way, the vacated portion of 19th Street, and Lot 10, Block 9 of said McCarty's 2nd Addition to a point 5.00 feet West of the Easterly line of said Lot 10; thence,

B.) N.01°57'20"E., 136.05 feet along a line parallel with any 5.00 feet Westerly of the Easterly line of said Lot 10 to a point in the Southerly line of Lt 11 Block 9; thence,

C.) S.88°02'40"E., 255.00 feet along the Southerly lines of Lots 11, 12, 13, 14, 15 and 16 to the Southwesterly corner of said Lot 17 and the Point Of Beginning; thence,

1.) N.01°57'20"E., 122.00 feet along the Westerly line of said Lot 17 to the Northwesterly corner of same; thence,

2.) S.88°02'40"E., 6.97 feet along the Northerly line of said Lot 17 to the point of intersection of same with the Southerly sideline of West Main Street; thence,

3.) S.54°50'40"E., 81.62 feet along said sideline of West Main Street to a point in the Westerly

sideline of West Grove Street, also known as the Boise One Way Couplet, according to the plans of Project No. U-3021 (21) on file with the Idaho Department of Transportation, District 3; thence,

4.) S.01°01'48"W., 2.88 feet (formerly 3.0 feet more or less) along said Westerly sideline of West Grove Street to a point on a non-tangent curve; thence

5.) Southeasterly along said sideline along a curve to the right having a radius of 140.50 feet, an arc length of 79.12 feet, a central angle of 32°16'38" a chord bearing S.32°44'09"E., and a chord distance of 78.07 feet, crossing through Lots 18 and 19 of said Block 9 to an angle point in said sideline; thence,

6.) S.64°33'28"W., 22.25 feet (formerly S.62°17'36"W., 23.12) along said sideline to the Southeasterly corner of said Lot 18 Block 9; thence,

7.) N.88°02'40"W., 100.00 feet along the Southerly lines of Lots 18 and 17 of Block 9 to the Point Of Beginning.

Parcel 5:

All of Lots 3, 4, 5 and 6 of Block 9, McCarty's 2nd Addition, according to the plat thereof filed in the office of the Ada County Recorder in Book 2 of Plats at Page 85, and being more particularly described as follows:

Commencing at the point of intersection of the Easterly sideline of North 22nd Street with the Northerly sideline of Fairview Avenue, said point being the Southwesterly corner of Block 41 of the Fairview Addition according to the official plat thereof filed in Book 2 of Plats at Page 73; thence,

A.) S.88°13'50"E., 345.48 feet along the Southerly lines of Block 41 Fairview Addition, Block 40-A of Citizen's Right of Way, the vacated portion of 19th Street and Lots 10, 9, 8 and 7 of Block 9 of said McCarty's 2nd Addition to the Southwesterly corner of Lot 6 Block 9 and the Point Of Beginning; thence,

1.) N.01°57'20"E., 119.55 feet along the Westerly line of said Lot 6 to the Northwesterly corner of said; thence,

2.) S.88°02'40"E., 200.00 feet along the Northerly lines of Lots 6, 5, 4 and 3 to the Northeasterly corner of Lot 3 Block 9; thence,

3.) S.01°57'20"W., 118.90 feet along the Easterly line of said Lot 3 to a point in the Northerly sideline of West Fairview Avenue; thence,

4.) N.88°13'50"W., 200.00 feet along said sideline to the Point Of Beginning.

APN: R2734252191; R2734252200; R2734252210; R5538940984; R5538941120; R5538940940

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

SCHEDULE B

File No.: NCS-691865-WA1    Policy No.: 691865

EXCEPTIONS FROM COVERAGE

This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:

1. General and Special Taxes for the year 2014, an accruing lien not due or payable until the fourth Monday in November 2014 when the bills are issued, the first half of which is not delinquent until after December 20, 2014.

The Following Exceptions Affect Only Parcel A:

2. This item has been intentionally deleted.

3. Easements, reservations, restrictions and dedications as shown on the plat of said Subdivision.

4. Easement, including terms and provisions contained therein: Recording Information:    605221

In Favor of:    Boise City

For:    sewer lines

The Following Exceptions Affect Only Parcel B:

5. This item has been intentionally deleted.

6. Easements, reservations, restrictions and dedications as shown on the plat of said Subdivision.

7. An unrecorded lease dated January 1, 1981, executed by J. Howard Hill and Rosemary Hill, husband and wife as lessor and Tod E. McClaskey and Edward H. Pietz, doing business as partners as lessee, as disclosed by a Memorandum of Lease recorded May 13, 1981 as 8120564 of Official Records.

Modification and/or amendment by instrument: recorded May 23, 1995 Recording Information: 95034729

The lessee's interest under said Lease has been assigned to RLH Partnership, L.P., a Delaware limited partnership by mesne assignments of recorded the last of which recorded August 2, 1995, as Instrument No. 95053144, Records of Ada County, Idaho.

Lessor's Assignment of the Interest of Jay H. Hill aka J. Howard Hill, deceased, to Rosemary H. Hill by Decree, recorded as Instrument No. 111016398, Records of Ada County, Idaho.

Lessee's Assignment and Assumption Agreement to WHC809, LLC, a Delaware limited liability company, recorded November 3, 2011, as Instrument No. 111089852, Records of Ada County, Idaho.

Amendment to said Lease, recorded December 16, 2011, as Instrument No. 111102774, Records of Ada County, Idaho.

8. An Option as contained in the insured Lease, dated January 1, 1981, executed by J. Howard Hill and Rosemary Hill, husband and wife, as Lessor, and by Tod E. McClaskey and Edward H. Pietz, doing business as partners under the name of Red Lion Motor Inn/Downtowner, as Lessee, for the period and upon the terms, conditions, and covenants therein contained, recorded May 13, 1981, as Instrument No. 8120564, and Amended by an instrument recorded May 23, 1995, as Instrument No. 95034729, Records of Ada County, Idaho.

An Assignment of the Option recorded April 10, 1985, as Instrument No. 8518991, and further assigned by document recorded August 2, 1995, as Instrument No. 95053144, Records of Ada County, Idaho.

The Following Exceptions Affect Parcels A And B:

9. This item has been intentionally deleted.

10. This item has been intentionally deleted.

11. An unrecorded lease dated , executed by RLH Partnership, L.P., a Delaware limited partnership as lessor and Red Lion Hotels, Inc., a Delaware corporation as lessee, as disclosed by a Memorandum of Lease/Sub-Lease recorded August 2, 1995 as 95053145 of Official Records.

Amended by Memorandum of Amendment to Lease, recorded November 12, 1996, as Instrument No. 96093520, Records of Ada County, Idaho.

12. This item has been intentionally deleted.

13. Unrecorded Leaseholds interests for tenants with rights as tenants only.

14. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 7, 2014, last revised November 20, 2014, designated Job Number 14-1880F:

(A)Trash area and wall on the western side of Parcel 2 crosses the western boundary line into public right-of-way by 13 feet; (B) Multiple landscape areas and curbs along the northern sides of Parcels 3 and 5 crosses the boundary line onto adjoining property; (C) Curbing along the southern sides of Parcels 3 and 5 crosses the southern boundary line into public right-of-way; (D) Curbing along the southeastern corner of Parcel 4 crosses the eastern boundary line onto adjoining property; (E) Canopy on the southeastern side of hotel building crosses the eastern boundary line onto adjoining property; (F) Curbing southeast of hotel building crosses the eastern boundary line onto adjoining property; (G) 6-foot wood fence on the western side of Parcel 2 crosses the western boundary line into public right-of-way by 5.3 feet; (H) Steel tank on the western side of Parcel 2 crosses the western boundary line into public right-of-way by 4.4 feet; (I) Canopy and hotel building lie over the sewer easement noted in Schedule B item 4; (J) Overhead electric and telephone lines cross through the southeastern corner of Parcel 1 without easement; (K) Canopy on the southeastern side of the hotel building crosses the building setback line.

15. A deed of trust to secure an indebtedness in the original principal amount of

$3,300,000.00 recorded as Document No. of Official Records.

Dated:    

Trustor:    RL Boise, LLC, a Delaware limited liability company

Trustee:    

Beneficiary:    To Be Determined

COVENANTS, CONDITIONS AND RESTRICTIONS - IMPROVED LAND - OWNER'S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691865 File No.: NCS-691865-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only,

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

Form 50-10801 (7-1-14) Page 15 of 26 ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy (Rev. 4-2-12)

PRIVATE RIGHTS - OWNER'S POLICY

Issued by

First American Title Insurance Company

Attached to Policy No.: 691865 File No.: NCS-691865-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument recorded in the Public Records at Date of Policy.

b. "Private Right" means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

3. The Company insures against loss or damage sustained by the Insured under this Owner's Policy if enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy causes a loss of the Insured's Title.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

c. any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances; or

d. any Private Right in an instrument identified in Exception(s) in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

Form 50-10892 (7-1-14) Page 17 of 26 ALTA 9.9-06 Private Rights - Owner's Policy (Rev. 4-2-13)

ACCESS AND ENTRY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691865 File No.: NCS-691865-WA1

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from West Fairview Avenue; South 22nd Street and West Main Street (the "Street"), (ii) the Street is not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that portion of the Street abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

Form 50-10045 (7-1-14) Page 18 of 26 ALTA 17-06 Access and Entry (6-17-06)

LOCATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691865 File No.: NCS-691865-WA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of a hotel

known as 1800 Fairview Avenue, Boise, ID, to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

Form 50-10054 (7-1-14) Page 19 of 26 ALTA 22-06 Location (6-17-06)

CONTIGUITY - MULTIPLE PARCELS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691865 File No.: NCS-691865-WA1

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of eastern boundary line of Parcel 2 of the Land to be contiguous to western boundary line of Parcel 4

The eastern boundary line of Parcel 3 of the Land is contiguous to the western boundary line of Parcel 5 of the Land; or

2. the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

Form 50-10050 (7-1-14) Page 20 of 26 ALTA 19-06 Contiguity - Multiple Parcels (6-17-06)

MULTIPLE TAX PARCEL ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691865 File No.: NCS-691865-WA1

The Company insures against loss or damage sustained by the Insured by reason of:

1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Parcel:    Tax Identification Numbers:

B    R5538941120 and R5538940940

A R2734252191; R2734252200; R2734252210 and R5538940984

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, assessments or other charges imposed on the servient estate by a governmental authority.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

Form 50-10049 (7-1-14)    Page 21 of 26    ALTA 18.1-06 Multiple Tax Parcel (6-17-06)

ENVIRONMENTAL LIENS, NON-RESIDENTIAL ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691865 File No.: NCS-691865-WA1

The Company insures the Insured against loss or damage sustained by reason of lack of priority of the lien of the insured mortgage over:

1. any environmental protection lien which, at Date of Policy, is recorded in those records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge, or filed in the records of the clerk of the United States district court for the district in which the land is located, except as set forth in Schedule B; or

2. any environmental protection lien provided for by any state statute in effect at Date of Policy, except environmental protection liens provided for by the following state statutes:

NONE

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10404 (7-1-14) Page 22 of 26 Environmental Liens, Non-Residential (F.A. 40)

POLICY AUTHENTICATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691865 File No.: NCS-691865-WA1

When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

Form 50-10899 (7-1-14) Page 23 of 26 ALTA 39.0-06 Policy Authentication (4-2-13)

SAME AS SURVEY ENDORSEMENT

Issued By

First American Title Insurance Company

Attached to Policy No.: 691865 File No.: NCS-691865-WA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Duyea & Associates, P.S. dated October 7, 2014, last revised November 20, 2014, and designated Job No. 14- 1880F.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10753 (7-1-14) Page 24 of 26 CLTA 116.1-06 Same as Survey (10-16-08)

ENDORSEMENT

Attached to Policy No. 691865 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by reason of the failure of the Land described as Parcel A and B in Schedule A to constitute a lawfully created parcel according to the Subdivision and platting statutes, ordinances, regulations and amendments adopted pursuant thereto.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

pro forma

CLTA Form 116.7-06 (03-09-07)

ALTA - Owner or Lender

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

• Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

• Information about your transactions with us, our affiliated companies, or others; and

• Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation's site and its affiliates' sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.comuses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

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Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10)    Page 1 of 1    Privacy Information (2001-2010 First American Financial Corporation)

Form No. 1402.06

ALTA Owner's Policy (6-17-06) 1100302P050600

Policy Page 1

Policy Number: 691857

OWNER’S POLICY OF TITLE INSURANCE

ISSUED BY

First American Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a

Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement

referred to in that notice.

6. An enforcement action based on the exercise of a governmental

police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.

(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) "Insured": The Insured named in Schedule A.

(i)The term "Insured" also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii)
With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.

(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in

Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs,

attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(iii) the Amount of Insurance; or

(iv) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is

$2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of

$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department.

POLICY OF TITLE INSURANCE

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SCHEDULE A

First American Title Insurance Company

Name and Address of the issuing Title Insurance Company: First American Title Insurance Company

Pro Forma No. 3

818 Stewart Street, Suite 800

Seattle, WA 98101

File No.: NCS-691857-WA1    Policy No.: 691857

Address Reference: 1929 Fourth Street, Eureka, CA 95501 Amount of Insurance: $5,528,509.00

Date of Policy: Date and Time of Recording

1. Name of Insured:

RL Eureka, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is: A Fee

3. Title is vested in:

RL Eureka, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows:

Real property in the City of Eureka, County of Humboldt, State of California, described as follows: PARCEL ONE:

BEGINNING AT THE SOUTHEAST CORNER OF THIRD AND "T" STREETS, AS SHOWN ON THE MAP OF THE EDDY TRACT ADDITION TO THE CITY OF EUREKA ON FILE IN THE RECORDER'S OFFICE OF HUMBOLDT COUNTY IN BOOK 1 OF MAPS, PAGE 56; AND RUNNING

THENCE SOUTH ALONG "T" STREET, 240 FEET TO FOURTH STREET; THENCE EAST ALONG FOURTH STREET, 541 FEET TO "V" STREET;

THENCE NORTH ALONG "V" STREET, 130 FEET TO A POINT THAT IS 110 FEET SOUTH, ALONG THE WEST LINE OF "V" STREET, FROM THE SOUTH LINE OF THIRD STREET;

THENCE WEST, PARALLEL WITH THIRD STREET, 65 FEET;

THENCE NORTH, PARALLEL WITH "V" STREET, 110 FEET TO THIRD STREET; AND THENCE WEST ALONG THIRD STREET, 476 FEET TO THE POINT OF BEGINNING.

PARCEL TWO:

THOSE PORTIONS OF LOTS 1 AND 2 IN BLOCK 33, AS SHOWN ON THE MAP OF EDDY TRACT ADDITION TO THE CITY OF EUREKA, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY IN BOOK 1 OF MAPS, PAGE 56, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIRD AND "V" STREETS, AS SHOWN ON THE MAP OF EDDY TRACT ADDITION ABOVE REFERRED TO;

THENCE SOUTH ALONG "V" STREET, 110 FEET TO THE NORTHEAST CORNER OF THE PARCEL OF LAND DESCRIBED IN THE DEED FROM MARY BRANBANI TO TOD E. MCCLASKEY, RECORDED

MAY 15, 1973 IN BOOK 1191 OF OFFICIAL RECORDS, PAGE 422, UNDER RECORDER'S FILE NO. 8768, HUMBOLDT COUNTY RECORDS;

THENCE WEST ALONG THE NORTH LINE OF SAID MCCLASKEY PARCEL, 65 FEET; THENCE NORTH PARALLEL WITH "V" STREET, 110 FEET TO THIRD STREET; AND THENCE EAST ALONG THIRD STREET, 65 FEET TO THE POINT OF BEGINNING.

APN: 002-102-009 and 002-102-003

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

SCHEDULE B

File No.: NCS-691857-WA1    Policy No.: 691857

EXCEPTIONS FROM COVERAGE

This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:

1a. Property taxes, including any personal property taxes and any assessments collected with taxes, for the fiscal year 2014-2015:

1st Installment:    $27,414.59, payable but not yet due

Delinquent after:    December 10, 2014

2nd Installment:    $27,414.59, payable but not yet due

Delinquent after:    April 10, 2015

Land:    $1,347,000.00

Structural Improvements:    $2,274,500.00 Exemption:    $0.00

Personal Property:    $1,150,640.00

Fixed Improvements:    $366,490.00

Code Area:    003-010

Parcel No.:    002-102-009-000

1b. Property taxes, including any personal property taxes and any assessments collected with taxes, for the fiscal year 2014-2015:

1st Installment:    $4,686.79, payable but not yet due

Delinquent after:    December 10, 2014

2nd Installment:    $4,686.79, payable but not yet due

Delinquent after:    April 10, 2015

Land:    $78,500.00

Structural Improvements:    $800,000.00 Exemption:    $0.00

Personal Property:    $0.00

Fixed Improvements:    $0.00

Code Area:    003-010

Code Area:    002-102-003-000

2. The lien of Supplemental Taxes, if any, assessed pursuant to the provisions of Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the State of California.

3. The fact that the land herein described lies within the boundaries of the Project Area described in the Ordinance No. 224-C.S. of the City of Eureka, amendment adopted December 4, 1973, entitled "An Ordinance of the City of Eureka Approving and Adopting the Redevelopment Plan for the Eureka Tomorrow Redevelopment Project", a certified copy of

which was recorded July 3, 1975, in Book 1296, Page 184, of Official Records, under Recorder's Serial No. 11030, Humboldt County Records, as amended and restated by a certified copy of Statement recorded August 01, 2005, as Instrument No. 2005-25697-43, Humboldt County Records.

A certified copy of an Ordinance adopting an amendment to the Plan was recorded July 28, 2005, as Instrument No. 2005-25265-9, Humboldt County Records.

4. Reservations of permanent easements for the purposes enumerated in Section 8330 of the Streets and Highways Code of the State of California and of rights possessed by Pacific Gas and Electric Company and the Pacific Telephone and Telegraph Company, a California corporation, pursuant to existing franchises and renewals thereof for gas pipe lines, telegraphic and telephone lines and electric lines, with appurtenant rights, within the 20 foot alley running East and West through the center of the land herein described, all as reserved in the resolutions vacating said alleys, recorded February 02, 1973 in Book 1176 of Official Records, Page 183, Humboldt County Records, and February 16, 1973 in Book 1178 of Official Records, Page 24, Humboldt County Records, and May 04, 1973 in Book 1190 of Official Records, Page 105, Humboldt County Records.

5. An easement for the purpose shown below and rights incidental thereto as set forth in a Document:

Granted to:    City of Eureka

(No representation is made as to the present ownership of said easement)

Purpose:    public utilities

Recorded: April 09, 1974 in Book 1234 of Official Records, Page 33, Humboldt County Records

Affects: One of the easements is 15 feet wide, the center line beginning on the North line of Fourth Street, 17 h feet East of the West line of abandoned "U" Street; and running North 110 feet to the South line of the abandoned alley, extending East. The other is 20 feet wide, the center line begin the center line of the abandoned alley; and runs from the East line of the land herein described Westerly to the West line of abandoned "U" Street.

6. Covenants, conditions and restrictions (deleting therefrom any covenants or restrictions based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, genetic information, gender, gender identity, gender expression, source of income as defined in subdivision

(p) of Section 12955, ancestry, handicap, or national origin "unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons") as set forth in the Document:

Recorded: June 10, 1981 in Book 1645 of Official Records, Page 710, under Recorder's Serial No. 10890, Humboldt County Records.

Note: Section 12956.1 of the Government Code provides the following: If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, genetic information, gender, gender identity, gender expression, handicap, national origin, source of income as defined in subdivision (p) of Section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

7. This item has been intentionally deleted.

8. This item has been intentionally deleted.

9. Unrecorded Leasehold interests for tenants with rights as tenants only.

10. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 01, 2014, last revised October 15, 2014, designated Job Number 03-699B:

(A)Canopy on the northeastern side of the subject property crosses the eastern boundary line by a maximum of 0.8 feet into .V. Street right-of-way; (B) Sidewalk along the southern side of building crosses the eastern boundary line into .V. Street right-of-way; (C) Canopy on the southern side of the building lies over the easements noted in Schedule B item 4

11. A Deed of Trust to secure an original indebtedness of $ recorded as of Official Records.

Dated:    

Trustor:    RL Eureka, LLC, a Delaware limited liability company

Trustee:    

Beneficiary:    Pacific Western Bank, a California State-Chartered Bank

ENDORSEMENT

Attached to Policy No. 691857 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B:

a. Present violations on the Land of any enforceable covenants, conditions, or restrictions, or any existing improvements on the Land that violate any building setback lines shown on a plat of subdivision recorded or filed in the Public Records.

b. Any instrument referred to in Schedule B as containing covenants, conditions, or restrictions on the Land that, in addition, (i) establishes an easement on the Land, (ii) provides for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant, or (iii) provides a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions, or restrictions.

c. Any encroachment of existing improvements located on the Land onto adjoining land, or any encroachment onto the Land of existing improvements located on adjoining land.

d. Any encroachment of existing improvements located on the Land onto that portion of the Land subject to any easement excepted in Schedule B.

e. Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed in the Public Records.

2. Damage to existing buildings:

a. That are located on or encroach upon that portion of the Land subject to any easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved;

b. Resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals excepted from the description of the Land or excepted in Schedule B.

3. Any final court order or judgment requiring the removal from any land adjoining the Land of any encroachment, other than fences, landscaping, or driveways, excepted in Schedule B.

4. Any final court order or judgment denying the right to maintain any existing building on the Land because of any violation of covenants, conditions, or restrictions, or building setback lines shown on a plat of subdivision recorded or filed in the Public Records.

Wherever in this endorsement the words "covenants, conditions, or restrictions" appear, they shall not be deemed to refer to or include the terms, covenants, conditions, or limitations contained in an instrument creating a lease.

As used in paragraphs 1.a. and 4, the words "covenants, conditions, or restrictions" do not include any covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 9.2-06 (Restrictions, Encroachments, Minerals- Owner's Policy - Improved Land)

Adopted 6/17/06

PRIVATE RIGHTS - OWNER'S POLICY

Issued by

First American Title Insurance Company

Attached to Policy No.: 691857 File No.: NCS-691857-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument recorded in the Public Records at Date of Policy.

b. "Private Right" means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

3. The Company insures against loss or damage sustained by the Insured under this Owner's Policy if enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy causes a loss of the Insured's Title.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

c. any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances; or

d. any Private Right in an instrument identified in Exception(s) in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date:

By:

Authorized Countersignature

Form 50-10892 (7-1-14) Page 13 of 23 ALTA 9.9-06 Private Rights - Owner's Policy (Rev. 4-2-13)

ENDORSEMENT

Attached to Policy No. 691857 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from T Street; Fourth Street and V Street (the "Street(s)"), (ii) the Street(s) is/are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that/those portion(s) of the Street(s) abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 17-06 (Access and Entry) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691857 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of the failure of

a Hotel, known as 1929 Fourth Street, Eureka, CA 95501, to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 22-06 (Location) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691857 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Duryea & Associates, P.S. dated October 01, 2014, last revised October 15, 2014, and designated Job No. 03-699B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 25-06 (Same as Survey) Adopted 10/16/08

ENDORSEMENT

Attached to Policy No. 691857 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of the western boundary line of Parcel 2 of the Land to be contiguous to the northern portion of the eastern boundary line of Parcel 1 of the Land, the southerly boundary line of Parcel 2 of the Land is contiguous to the eastern portion of the northern boundary line of Parcel 1 of the Land ; or

2. the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 19-06 (Contiguity-Multiple Parcels) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691857 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Parcel:    Tax Identification Numbers:

Parcel 1

Parcel 2

002-102-009-000

002-102-003-000

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes assessed against the servient estate.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 18.1-06 (Multiple Tax Parcel) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691857 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 8.2-06 (Commercial Environmental Protection Lien) Adopted 10/16/08

ENDORSEMENT

Attached to Policy No. 691857 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 26-06 (Subdivision) Adopted 10/16/08

POLICY AUTHENTICATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691857 File No.: NCS-691857-WA1

When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

Form 50-10899 (7-1-14) Page 21 of 23 ALTA 39.0-06 Policy Authentication (4-2-13)

EASEMENT - DAMAGE OR ENFORCED REMOVAL ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691857 File No.: NCS-691857-WA1

The Company insures against loss or damage sustained by the Insured if the exercise of the granted or reserved rights to use or maintain the easement(s) referred to in the Exception(s) 4 and 10c of Schedule B results in:

(1) damage to an existing building located on the Land, or

(2) enforced removal or alteration of an existing building located on the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10588 (7-1-14) Page 22 of 23 ALTA 28-06 Easement - Damage or Enforced Removal (Rev. 2-3-10)

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

• Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

• Information about your transactions with us, our affiliated companies, or others; and

• Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation's site and its affiliates' sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.comuses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

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Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10)    Page 1 of 1    Privacy Information (2001-2010 First American Financial Corporation)

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS,

FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

(Covered Risks Continued on Page 2)

In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A.

(This Policy is valid only when Schedules A and B are attached)    This Jacket was created electronically and constitutes an original document

Copyright 2006-2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association

COVERED RISKS (Continued)

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public

Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.

(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) "Insured": The Insured named in Schedule A.

(i) The term "Insured" also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly- owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive

notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.

(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7.
OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(iii) the Amount of Insurance; or

(iv) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION    OF    INSURANCE;    REDUCTION    OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS    OF    RECOVERY    UPON    PAYMENT    OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title

Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of

$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888-632- 1642.

Name and Address of Title Insurance Company:

First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707.

File No.: NCS-691856-WA1

Address Reference: 2300 Evergreen Park Drive Southwest, Olympia, WA 98502

Amount of Insurance: $1,278,318.00

Date of Policy: Date and Time of Recording

1. Name of Insured:

RL Olympia, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is: Fee Simple

3. Title is vested in:

RL Olympia, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows:

BEING A PORTION OF LOTS 11 AND 12 AND LOTS 13, 13A AND 14 OF "EVERGREEN PARK", AS RECORDED IN VOLUME 16 OF PLATS, PAGES 61 AND 62, THURSTON COUNTY PLAT RECORDS, STATE OF WASHINGTON MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 14 AND THE INTERSECTION OF THE SOUTH AND EAST RIGHT-OF-WAY LINE OF S.W. 24TH WAY (60 FEET WIDE);

THENCE ALONG SAID SOUTH RIGHT-OF-WAY LINE, NORTH 89°55'51" WEST, A DISTANCE OF

60.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 12;

THENCE ALONG THE EAST LINE OF SAID LOT 12, SOUTH 00°04'09" WEST, A DISTANCE OF

136.50 FEET TO THE SOUTHEAST CORNER OF PARCEL A, AS RECORDED IN VOLUME 3, PAGES 398 THROUGH 403, THURSTON COUNTY DEED RECORDS, BOUNDARY LINE ADJUSTMENT NO. SS 5378;

THENCE ALONG THE EASTERLY LINE OF PARCEL B OF SAID BOUNDARY LINE ADJUSTMENT NO. SS 5378, SOUTH 14°19'09" WEST, A DISTANCE OF 148.06 FEET TO THE NORTH LINE OF LOT 13A OF SAID "EVERGREEN PARK";

THENCE ALONG THE NORTH LINE OF SAID LOT 13A, NORTH 89°55'51" WEST, A DISTANCE OF

400.98 FEET TO THE EAST RIGHT-OF-WAY LINE OF EVERGREEN PARK DRIVE (80 FEET WIDE) AND A POINT OF NON-TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 2044.59 FEET;

THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 01°41'09" (CHORD BEARS SOUTH 04°18'52" WEST, A DISTANCE OF 60.17 FEET) AN ARC DISTANCE OF 60.17 FEET TO THE SOUTHWEST CORNER OF SAID LOT 13A;

THENCE ALONG THE SOUTH LINE OF SAID LOT 13A, SOUTH 89°55'51" EAST, A DISTANCE OF

501.88 FEET TO THE NORTHEAST CORNER OF LOT 10 OF SAID "EVERGREEN PARK"; THENCE ALONG THE EAST LINE OF SAID LOT 10, SOUTH 00°04'09" WEST, A DISTANCE OF

310.55 FEET TO A POINT ON THE NORTHERLY RIGHT-OF-WAY LINE OF STATE HIGHWAY NO. 9 AND A POINT OF NON-TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 1737.73 FEET;

THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 26°05'05" (CHORD BEARS SOUTH 55°28'49" EAST, A DISTANCE OF 784.31 FEET) AN ARC DISTANCE OF 791.13 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF DESCHUTES PARKWAY AND THE CUSP; THENCE ALONG SAID WESTERLY RIGHT-OF-WAY LINE NORTH 35°05'09" WEST, A DISTANCE OF 5.58 FEET TO A POINT OF CURVATURE, CONCAVE EASTERLY, HAVING A RADIUS OF 600.96 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60°52'29" (CHORD BEARS NORTH 04°38'55" WEST, A DISTANCE OF 608.90 FEET) AN ARC DISTANCE OF 638.50 FEET; THENCE CONTINUING ALONG SAID RIGHT-OF-WAY LINE NORTH 25°47'20" EAST, A DISTANCE OF 328.10 FEET TO A POINT OF TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF

449.46 FEET;

THENCE CONTINUING ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 21°15'10" (CHORD BEARS NORTH 15°09'45" EAST, A DISTANCE OF 165.76 FEET) AN ARC DISTANCE OF

166.72 FEET;

THENCE NORTH 04°32'01" EAST, A DISTANCE OF 27.29 FEET TO THE NORTHEAST CORNER OF LOT 14 OF SAID "EVERGREEN PARK";

THENCE ALONG THE NORTH LINE OF SAID LOT 14, NORTH 89°55'51" WEST, A DISTANCE OF

211.85 FEET TO THE SOUTHEAST CORNER OF LOT 15, OF SAID "EVERGREEN PARK"; THENCE SOUTH 35°55'59" WEST, A DISTANCE OF 53.73 FEET;

THENCE NORTH 75°55'51" WEST, A DISTANCE OF 180.00 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 14;

THENCE ALONG SAID NORTH LINE, NORTH 89°55'51" WEST, A DISTANCE OF 363.18 FEET TO THE POINT OF BEGINNING.

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

EXCEPTIONS FROM COVERAGE

File No.: NCS-691856-WA1

This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:

1. This item has been intentionally deleted.

2. This item has been intentionally deleted.

3. This item has been intentionally deleted.

4. Easements and dedications contained on the face of the plat of Evergreen Park recorded in Volume 16 of Plats, page 61, in Thurston County, Washington:

An easement is hereby reserved by Puget Sound Power & Light Company and Pacific Northwest Bell Telephone Company and their respective successors and assigns under and upon the exterior 5 feet of front and rear boundary lines and under and upon the exterior 2.5 feet at side boundary lines of all lots, in which to install, lay, construct, renew, operate and maintain underground conduits cables and wires with facilities and other equipment for the purpose of serving the subdivision and other property with electric and telephone service; together with all rights to enter upon the lots at all times for the purposes stated. All permanent utility services shall be provided by underground service exclusively.

The right to make all necessary slopes for cuts or fills upon the lots and blocks shown on the plat in the reasonable original grading of all streets, lanes, drives etc, shown hereon and also dedicates to the public the easements shown hereon for the purposes of maintaining, operating and repairing the utilities contained in said easements.

5. This item has been intentionally deleted.

6. Easement, including terms and provisions contained therein:

Recording Information:    November 4, 1970 as Recording No. 832206 In Favor of:    Puget Sound Power and Light Company

For:    Electric transmission and distribution line

Affects:    Parcel A

7. Right to make necessary slopes for cuts or fills upon said premises for sanitary sewer main trunk as granted by deed recorded May 31, 1972 under recording no. Recording No. 866856.

8. Covenants, conditions, restrictions, easements and assessments in the document recorded July 20, 1973 as Recording Nos. 894488 and 894506 of Official Records, but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, national origin, sexual orientation, marital status, ancestry, source of income or disability, to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status.

Document re-recorded August 7, 1973 as Recording No. 895640 of Official Records.

Amended by Ordinance No. 4026 recorded August 1, 1977 as Recording No. 1006390 of Official Records.

9. Easement, including terms and provisions contained therein:

Recording Information:    February 6, 1974as Recording No. 905921 In Favor of:    The State of Washington

For:    Drainage

10. Easement, including terms and provisions contained therein:

Recording Information:    November 3, 1978 as Recording No. 1057433

In Favor of:    Adjacent property owners (being the owners of Lot 8)

For:    Ingress, egress and utilities

Affects:    Parcel B

11. Easement, including terms and provisions contained therein:

Recording Information:    April 5, 1985 as Recording No. 8504050052 In Favor of:    Adjacent property owners

For:    Ingress, egress and utilities

12. This item has been intentionally deleted.

13. The terms and provisions contained in the document entitled "Road Maintenance Agreement" recorded March 24, 1987 as Recording No. 8703240145 of Official Records.

14. Covenants, conditions, restrictions and/or easements: Recorded:    March 24, 1987

Recording No.:    Recording No. 8703240146

15. This item has been intentionally deleted.

16. Easement, including terms and provisions contained therein:

Recording Information:    October 9, 2001 as Recording No. 3384366

In Favor of:    Puget Sound Energy, Inc., a Washington corporation

For:    Utility systems for transmission, distribution and sale of gas

Affects:    Parcels A and B

17. This item has been intentionally deleted.

18. This item has been intentionally deleted.

19. This item has been intentionally deleted.

20. This item has been intentionally deleted.    

21. Unrecorded leaseholds interests for tenants with rights as tenants only.

22. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 08, 2014, designated Job Number 14-1880C:

(A)Sidewalk crosses the boundary line onto the northwestern side of the subject property; (B) Sidewalk crosses the boundary line onto the western panhandle of the subject property; (C) Parking striping along the northern side of the subject property crosses the northern boundary line onto adjoining property; (D) Chain link fence along the southeastern side of the subject property crosses the southern boundary line by a maximum of 1.4 feet onto adjoining property;

(E) "Red Lion Hotel" and "Morris Business Park Red Lion Hotel" sign lie south of the southern boundary line of the western panhandle of the subject property; (F) Hotel building is into the underground electric easement noted in Schedule B item 6 by a maximum of 170.8 feet; (G) Subject property has physical access over Lots 9 and 10 without noted easement.

23. A Deed of Trust to secure an indebtedness in the original principal amount of

$4,100,000.00 recorded as Document No. of Official Records. Dated:    

Trustor:    RL Olympia, LLC, a Delaware limited liability company Trustee:    

Beneficiary:    Pacific Western Bank, a California State-Chartered Bank

24. Any lien, or right to a lien, for services, labor or materials theretofore or hereafter furnished, imposed by law and not shown by the public records.

ENDORSEMENT

Attached to Policy No. 691856 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B:

a. Present violations on the Land of any enforceable covenants, conditions, or restrictions, or any existing improvements on the Land that violate any building setback lines shown on a plat of subdivision recorded or filed in the Public Records.

b. Any instrument referred to in Schedule B as containing covenants, conditions, or restrictions on the Land that, in addition, (i) establishes an easement on the Land, (ii) provides for an option to purchase, a right of first refusal, or the prior approval of a future purchaser or occupant, or (iii) provides a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions, or restrictions.

c. Any encroachment of existing improvements located on the Land onto adjoining land, or any encroachment onto the Land of existing improvements located on adjoining land.

d. Any encroachment of existing improvements located on the Land onto that portion of the Land subject to any easement excepted in Schedule B.

e. Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed in the Public Records.

2. Damage to existing buildings:

a. That are located on or encroach upon that portion of the Land subject to any easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved;

b. Resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals excepted from the description of the Land or excepted in Schedule B.

3. Any final court order or judgment requiring the removal from any land adjoining the Land of any encroachment, other than fences, landscaping, or driveways, excepted in Schedule B.

4. Any final court order or judgment denying the right to maintain any existing building on the Land because of any violation of covenants, conditions, or restrictions, or building setback lines shown on a plat of subdivision recorded or filed in the Public Records.

Wherever in this endorsement the words "covenants, conditions, or restrictions" appear, they shall not be deemed to refer to or include the terms, covenants, conditions, or limitations contained in an instrument creating a lease.

As used in paragraphs 1.a. and 4, the words "covenants, conditions, or restrictions" do not include any covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 9.2-06 (Restrictions, Encroachments, Minerals- Owner's Policy - Improved Land)

Adopted 6/17/06

PRIVATE RIGHTS - OWNER'S POLICY

Issued by

First American Title Insurance Company

Attached to Policy No.: 691856 File No.: NCS-691856-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument recorded in the Public Records at Date of Policy.

b. "Private Right" means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

3. The Company insures against loss or damage sustained by the Insured under this Owner's Policy if enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy causes a loss of the Insured's Title.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

c. any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances; or

d. any Private Right in an instrument identified in Exception(s) in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from Evergreen Park Drive SW and 24th Way SW (the "Street(s)"), (ii) the Street(s) is/are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that/those portion(s) of the Street(s) abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 17-06 (Access and Entry) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of the failure of

a Hotel, known as 2300 Evergreen Park Drive Southwest, Olympia, WA 98502, to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 22-06 (Location) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Duryea & Associates, P.S. dated October 08, 2014, and designated Job No. 14-1880C.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 25-06 (Same as Survey) Adopted 10/16/08

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of the western boundary line of Lot 14 of the Land to be contiguous to the eastern boundary line of Lot 13; the western boundary line of Lot 13 of the Land to be contiguous to the easterly lines of Lots 11, 12 and 13a; the northerly line of Lot 13a of the Land to be contiguous to the southerly line of Lot 11; the northerly line of Lot 11 of the Land to be contiguous to the southerly line of Lot 12; or

2. the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 19-06 (Contiguity-Multiple Parcels) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 8.2-06 (Commercial Environmental Protection Lien) Adopted 10/16/08

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 26-06 (Subdivision) Adopted 10/16/08

POLICY AUTHENTICATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691856 File No.: NCS-691856-WA1

When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

Form 50-10899 (7-1-14) Page 21 of 21 ALTA 39.0-06 Policy Authentication (4-2-13)

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS,

FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

(Covered Risks Continued on Page 2)

In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A.

(This Policy is valid only when Schedules A and B are attached)    This Jacket was created electronically and constitutes an original document

Copyright 2006-2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association

COVERED RISKS (Continued)

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public

Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.

(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) "Insured": The Insured named in Schedule A.

(i) The term "Insured" also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly- owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive

notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.

(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7.
OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(iii) the Amount of Insurance; or

(iv) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION    OF    INSURANCE;    REDUCTION    OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS    OF    RECOVERY    UPON    PAYMENT    OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title

Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of

$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888-632- 1642.

Name and Address of Title Insurance Company:

First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707.

File No.: NCS-691858-WA1

Address Reference: 2525 North 20th Avenue, Pasco, WA 95501

Amount of Insurance: $8,090,365.00

Premium: $TBD    Date of Policy: Date and Time of Recording

1. Name of Insured:

RL Pasco, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is: Fee Simple

3. Title is vested in:

RL Pasco, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows:

A PORTION OF GOVERNMENT LOT 2, SECTION 19, TOWNSHIP 9 NORTH, RANGE 30 EAST, W.M., FRANKLIN COUNTY, WASHINGTON, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE WEST QUARTER CORNER OF SAID SECTION 19; THENCE NORTH 2°03'58" EAST ALONG THE WEST LINE THEREOF A DISTANCE OF 895.65 FEET; THENCE LEAVING SAID WEST LINE SOUTH 87°56'02" EAST A DISTANCE OF 50.01 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 87°56'02" EAST A DISTANCE OF 660.21 FEET; THENCE SOUTH 36°01'47" EAST A DISTANCE OF 341.64 FEET; THENCE SOUTH 02°22'54" WEST A DISTANCE OF 223.59 FEET; THENCE SOUTH 89°02'43" WEST A DISTANCE OF 126.29 FEET; THENCE SOUTH 00°59'33" WEST A DISTANCE OF 275.76 FEET; THENCE SOUTH 81°56'49" EAST A DISTANCE OF 97.28 FEET; THENCE SOUTH 89°00'24" EAST A DISTANCE OF 222.61 FEET; THENCE NORTH 04°20'23" EAST A DISTANCE OF 26.67 FEET; THENCE SOUTH 86°39'24" EAST A DISTANCE OF 41.08 FEET TO THE WEST LINE OF EXCEPTION RECORDED UNDER AUDITOR'S FILE NO. 427870; THENCE SOUTH 00°59'36" WEST ALONG SAID WEST LINE A DISTANCE OF

34.94 FEET TO THE NORTH RIGHT OF WAY LINE OF W.S.R. NO. 395; THENCE NORTH 89°00'24" WEST ALONG SAID NORTH RIGHT OF WAY LINE A DISTANCE OF 265.83 FEET; THENCE NORTH 81°54'05" WEST A DISTANCE OF 420.00 FEET; THENCE NORTH 66°54'02" WEST A DISTANCE OF 445.00 FEET; THENCE NORTH 00°32'48" EAST A DISTANCE OF 456.28 FEET; THENCE NORTH 02°03'58" EAST A DISTANCE OF 135.00 FEET TO THE TRUE POINT OF BEGINNING.

(AKA LOT 1 OF BINDING SITE PLAN NO. 2003-04, RECORDED JUNE 12, 2003 IN VOLUME 1 OF

SURVEYS, PAGE 70, UNDER AUDITOR'S FILE NO. 162608, RECORDS OF FRANKLIN COUNTY, WASHINGTON.)

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

EXCEPTIONS FROM COVERAGE

File No.: NCS-691858-WA1

This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:

1. Relinquishment of all existing and future rights to light, view and air, together with rights of access to and from the state highway constructed on lands conveyed by instrument:

Recorded:    March 27, 1961, October 31, 1963 and August 2, 1983

Recording No.:    222782, 253867 and 426650 In favor of:    The State of Washington

2. Exceptions and Reservations as contained in Deed: From:    United States of America

Recorded:    May 17, 1963

Recording No.:    250847

3. Easement, including the terms and provisions contained in document: Recorded:    July 23, 1963

Recording No.:    250542

In Favor of:    Port of Pasco

For:    Various rights relating to use and operation of the Pasco Municipal Airport

Affects:    As disclosed in said instrument

4. Easement, including the terms and provisions contained in document: Recorded:    June 8, 1964

Recording No.:    261892

In Favor of: Public Utility District No. 1 of Franklin County, Washington, a municipal corporation

Affects:    20 feet wide per the instrument

Note: A partial release of said easement recorded May 15, 1968 under Recording No. 308418.

5. Easement, including the terms and provisions contained in document: Recorded:    January31, 1968

Recording No.:    306312

In Favor of:    Public Utility District No. 1 of Franklin County, Washington, a municipal

corporation     20 feet wide per the instrument

Affects:

6. Easement, including the terms and provisions contained in document: Recorded:    October 6, 1979

Recording No.:    397328

In Favor of:    City of Pasco

For:    Water and sewer lines

Affects:    20 feet wide per the instrument

7. Covenants, Conditions, Restrictions and/or easements in the Contract of Sale: Recording No.:    397328

A copy of which is hereto attached.

8. Concomitant Zoning Agreement and the terms and provisions thereof Between:    City of Pasco

And:    Remsco, Inc.

Dated:    December 3, 1979

Recorded:    December 5, 1979

Recording No.:    397315

9. Easement, including the terms and provisions contained in document:

Recorded:    July 15, 1981

Recording No.:    411856

In Favor of: Public Utility District No. I of Franklin County, Washington, a municipal corporation

Affects:    15 feet wide per the instrument

10. Easement, including the terms and provisions contained in document: Recorded:    July 15, 1981

Recording No.:    411857

In Favor of: Public Utility District No. I of Franklin County, Washington, a municipal corporation

Affects:    15 feet wide per the instrument

11. Easement, including the terms and provisions contained in document: Recorded:    October 18, 1983

Recording No.:    427845

In Favor of:    City of Pasco

For:    Exclusive public utility easement for a waterline

Affects:    15 feet wide per the instrument

12. Easement, including the terms and provisions contained in document:

July 26, 1990

Recorded:

Recording No.:    473258

In Favor of:    City of Pasco

For:    Sanitary sewer and other public utility services

Affects:    20 feet per the instrument

13. This item has been intentionally deleted.

14. Easement, including the terms and provisions contained in document: Recorded:    June 16, 2003

Recording No.:    1626268

In Favor of:    Red Lion Hotels, Inc.

For:    A non-exclusive easement

Affects:    As disclosed in said instrument

Said instrument is a re-recording of Auditor's File No.1625992.

15. This item has been intentionally deleted.

16. This item has been intentionally deleted.

17. This item has been intentionally deleted.

18. This item has been intentionally deleted.

19. Unrecorded leaseholds interest for tenants with rights as tenants only.

20. This item has been intentionally deleted.

21. This item has been intentionally deleted.

22. This item has been intentionally deleted.

23. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 8, 2014, last revised October 13, 2014, designated Job Number 14-1880D:

(A)Fence, ownership unknown, lies a maximum of 0.6' northeast of the northeastern boundary line of the subject property onto adjoining property; (B) Concrete surface along the southeastern side of the subject property crosses the eastern boundary line onto adjoining property; (C) Gravel and asphalt surfaces cross the southeastern boundary line of the subject property onto adjoining property; (D) Fence, ownership unknown, lies south of the southern boundary line into public right-of-way; (E) Two signs along the western side of the subject property cross the western boundary line by a maximum of 12.1 feet; (F) Western side of Roasters Coffee building in the northwestern portion of the subject property is into the sewerline easement noted in Schedule B item 12; (G) Multiple buildings lie over the sewerline easement noted in Schedule B item 6; (H) Central portion of the main hotel building is into the utility easement noted in Schedule B item 10; (I) Northeastern side of hotel building is into the P.U.D. right-of-way easement noted in Schedule B item 5; (J) Multiple storm sewer manholes on the subject property lack any easement; (K) Red Lion sign in the southeastern corner of the subject property lies over the easements noted in Schedule B items 4 and 9.

COVENANTS, CONDITIONS AND RESTRICTIONS - IMPROVED LAND - OWNER'S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691858 File No.: NCS-691858-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only,

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10801 (7-1-14) Page 13 of 26 ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy (Rev. 4-2-12)

PRIVATE RIGHTS - OWNER'S POLICY

Issued by

First American Title Insurance Company

Attached to Policy No.: 691858 File No.: NCS-691858-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument recorded in the Public Records at Date of Policy.

b. "Private Right" means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

3. The Company insures against loss or damage sustained by the Insured under this Owner's Policy if enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy causes a loss of the Insured's Title.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

c. any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances; or

d. any Private Right in an instrument identified in Exception(s)in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from North 20th Avenue and Sun Willows Boulevard (the "Street(s)"), (ii) the Street(s) is/are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that/those portion(s) of the Street(s) abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 17-06 (Access and Entry) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of the failure of

a Hotel, known as 2525 N 20th Avenue, Pasco, WA 99301, to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 22-06 (Location) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Duryea & Associates, P.S. dated October 8, 2014, last revised October 13, 2014, and designated Job No. 14-1880D.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 25-06 (Same as Survey) Adopted 10/16/08

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of the Land to be contiguous; or

2. the presence of any gaps, strips, or gores separating the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 19.1-06 (Contiguity-Single Parcel) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of the Land being taxed as part of a larger parcel of land or failing to constitute a separate tax parcel for real estate taxes.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 18-06 (Single Tax Parcel) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 8.2-06 (Commercial Environmental Protection Lien) Adopted 10/16/08

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 26-06 (Subdivision) Adopted 10/16/08

MINERALS AND OTHER SUBSURFACE SUBSTANCES - BUILDINGS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691858 File No.: NCS-691858-WA1

1. The insurance provided by this endorsement is subject to the exclusion in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For purposes of this endorsement only, "Improvement" means a building on the Land at Date of Policy.

3. The Company insures against loss or damage sustained by the Insured by reason of the enforced removal or alteration of any Improvement resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals or any other subsurface substances excepted from the description of the Land or excepted in Schedule B.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. contamination, explosion, fire, vibration, fracturing, earthquake or subsidence; or

b. negligence by a person or an Entity exercising a right to extract or develop minerals or other subsurface substance.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: Pro forma

By:

Authorized Countersignature

POLICY AUTHENTICATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691858 File No.: NCS-691858-WA1

When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: Pro forma

By:

Authorized Countersignature

Form 50-10899 (7-1-14) Page 25 of 26 ALTA 39.0-06 Policy Authentication (4-2-13)

EASEMENT - DAMAGE OR ENFORCED REMOVAL ENDORSEMENT

Issued by    

First American Title Insurance Company

Attached to Policy No.: 691858 File No.: NCS-691858-WA1

The Company insures against loss or damage sustained by the Insured by reason of:

(1) damage to an existing building located on the Land, or

(2) enforced removal or alteration of an existing building located on the Land,

as a result of the exercise of the right of use or maintenance of the easement referred to in Exception 12 and 23F of Schedule B for the purpose for which it was granted or reserved.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10063 (8-1-09) Page 26 of 26 ALTA 28-06 Easement - Damage or Enforced Removal (10-16-08)

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS,

FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

(Covered Risks Continued on Page 2)

In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A.

(This Policy is valid only when Schedules A and B are attached)    This Jacket was created electronically and constitutes an original document

Copyright 2006-2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association

COVERED RISKS (Continued)

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public

Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.

(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) "Insured": The Insured named in Schedule A.

(i) The term "Insured" also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly- owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive

notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.

(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7.
OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(iii) the Amount of Insurance; or

(iv) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION    OF    INSURANCE;    REDUCTION    OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS    OF    RECOVERY    UPON    PAYMENT    OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title

Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of

$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888-632- 1642.

Name and Address of Title Insurance Company:

First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707.

File No.: NCS-691859-WA1

Address Reference: 221 North Lincoln Street, Port Angeles, WA 98501

Amount of Insurance: $15,020,591.00

Date of Policy: Date and Time of Recording

1. Name of Insured:

RL Port Angeles, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is: Fee Simple

3. Title is vested in:

RL Port Angeles, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows: PARCEL "A":

LOTS 1 TO 8, INCLUSIVE, BLOCK 2;

ALSO LOTS 1 TO 9 INCLUSIVE, BLOCK 3, TOGETHER WITH THAT PORTION OF RAILROAD AVENUE ABUTTING THEREON AS VACATED BY THE CITY OF PORT ANGELES IN THE YEAR 1914 BY ORDINANCE NO. 472,

EXCEPT RIGHT OF WAY FOR RAILROAD AVENUE AS EXISTED IN JANUARY, 1968; ALSO THE NORTHERLY 96 FEET OF LOT 9, BLOCK 2;

ALSO THE NORTHERLY 60 FEET OF THE SOUTHERLY 204 FEET OF LOT 9, BLOCK 2; ALL IN PORT ANGELES TIDELANDS EAST OF LAUREL STREET, CLALLAM COUNTY,

WASHINGTON, ACCORDING TO THE OFFICIAL PLAT THEREOF RECORDED IN THE OFFICE OF THE COMMISSIONER OF PUBLIC LANDS AT OLYMPIA, WASHINGTON ON MARCH 9, 1894.

SITUATE IN THE COUNTY OF CLALLAM, STATE OF WASHINGTON. PARCEL "B":

THAT PORTION OF VACATED CHASE STREET IN THE CITY OF PORT ANGELES LYING BETWEEN THE NORTH LINE OF FRONT STREET AND THE SOUTH LINE OF RAILROAD AVENUE, AS IT EXISTED IN DECEMBER, 1967.

SITUATE IN THE COUNTY OF CLALLAM, STATE OF WASHINGTON.

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

EXCEPTIONS FROM COVERAGE

File No.: NCS-691859-WA1

This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:

1. This item has been intentionally deleted.

2. Easement, including terms and provisions contained therein: Recorded:    December 2, 1940

Recording No.:    192384

In favor of:    The City of Port Angeles

For:    To dump and fill dirt

Affects:    The West half of Lot 4 in Block 2

3. Easement, including terms and provisions contained therein: Recorded:    July 11, 1950

Recording No.:    255062

In favor of: Chicago, Milwaukee, St. Paul and Pacific Railroad Company, a Wisconsin corporation

For:    To construct and maintain a fill

Affects:    The Northerly 15 feet of the Westerly one-half of Lot 7, Block 2

4. Easement, including terms and provisions contained therein: Recorded:    July 11, 1950

Recording No.:    255064

In favor of: Chicago, Milwaukee, St. Paul and Pacific Railroad Company, a Wisconsin corporation

For:    To construct maintain in fill

Affects: The Northerly 15 feet of Lots 1, 2, 3, 4, 5, 6 and the Easterly one-half of Lot 7, Block 2; Also the Northerly 20 feet of that portion of Block 3, lying Southerly of Railroad Avenue as now there established.

5. Use of existing Front Street Driveway for access to owners parking lot access in or out for their business granted by instrument recorded June 10, 1968 under Auditor's File No. 382093 to Percy Bork and William Bork.

6. Easement, including terms and provisions contained therein: Recorded:    March 17, 1987

Recording No.:    588978

In favor of:    City of Port Angeles

For:    Utility Purposes

The South 120 feet of Lot 1 and the South 40 feet of the North 100 feet of Lot 2, Block 3

Affects:

7. Easement, including terms and provisions contained therein: Recorded:    December 6, 1988

Recording No.:    611017

In favor of:    The City of Port Angeles

For:    Electric transmission line or system

Affects:    The East 20 feet of the North 60 feet of Lot 1 in Block 3

8. This item has been intentionally deleted.

9. Right of the Owners or tenants of the Southerly 144 feet of Lot 9, Block 2 (Parker Paints) in and to a Southerly portion of said premises lying within Lot 9, Block 2 for parking purposes, as disclosed by Survey recorded in Volume 33 of Surveys, Page 73.

10. Easement, including terms and provisions contained therein: Recorded:    May 3, 1996

Recording No.:    738586

In favor of:    City of Port Angeles, a municipal corporation For:    Storm drain improvements

Affects:    A portion of said premises

11. Easement, including terms and provisions contained therein: Recorded:    July 10, 1998

Recording No.:    1998 1012208

In favor of:    The City of Port Angeles

For: An overhead and/or underground electric transmission and distribution line or system

Affects:    Southerly portion of said premises

12. Easement, including terms and provisions contained therein: Recorded:    July 24, 1998

Recording No.:    1998 1012774

In favor of:    Northland Cable Television, Inc.

For:    Cable facilities

Affects:    Said premises

13. Any lien of liens that may arise or be created in consequence of or pursuant to an act of the legislature of the State of Washington entitled "An act prescribing the ways in which waterways for the uses of navigation may be excavated by private contract, providing for liens upon lands belonging to the state, granting rights of ways across land belonging to the state, approved March 9, 1893.

14. Rights of the general public to the unrestricted use of all the waters of a navigable body of water not only for the primary purpose of navigation, but also for corollary purposes; including (but not limited to) fishing, boating, bathing, swimming, water skiing and other related recreational purposes, as those waters may affect the tidelands, shore lands or adjoining uplands and whether the level of the water has been raised naturally or artificially to a maintained or fluctuating level, all as further defined by the decisional law of the state. (Affects all of the premises subject to such submergence)

15. Terms, provisions and reservations under the Submerged Land Act (43 U.S.C.A. Sections 1301 through 1311) and the rights of the United States of America to regulate commerce, navigation, flood control, fishing and production of power.

16. Unrecorded leaseholds interest for tenants with rights as tenants only.

17. This item has been intentionally deleted.

18. This item has been intentionally deleted.

19. This item has been intentionally deleted.

20. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 01, 2014, last revised October 30, 2014, designated Job Number 03-699C 2014:

(A)Sidewalks cross the boundary line onto the northeastern and eastern sides of the subject property; (B) Concrete pad for propane tanks on the southeastern side of the subject property crosses the southern boundary line into Victoria Street right-of-way by 7.1 feet; (C) 1-story lobby building, restaurant building, and outdoor dining area lie over the 25-foot easement to dump and fill dirt noted in Schedule B item 2; (D) Southeastern side of the northern hotel building is into the utility easement noted in Schedule B items 6; (E) The eastern side of the northern hotel building is into the 20-foot easement to construct and maintain a fill noted in Schedule B items 4.

21. A deed of trust to secure an indebtedness in the original principal amount of

$8,200,000.00 recorded as Document No. of Official Records. Dated:    

Trustor:    RL Port Angeles, LLC, a Delaware limited liability company Trustee:    

Beneficiary:    Pacific Western Bank, a California State-Chartered Bank

22. Any line, or right to a lien, for services, labor or material therefor or hereafter furnished, imposed by law and not shown by the public records.

COVENANTS, CONDITIONS AND RESTRICTIONS - IMPROVED LAND - OWNER'S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691859 File No.: NCS-691859-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only,

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10801 (7-1-14) Page 12 of 23 ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy (Rev. 4-2-12)

PRIVATE RIGHTS - OWNER'S POLICY

Issued by

First American Title Insurance Company

Attached to Policy No.: 691859 File No.: NCS-691859-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument recorded in the Public Records at Date of Policy.

b. "Private Right" means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

3. The Company insures against loss or damage sustained by the Insured under this Owner's Policy if enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy causes a loss of the Insured's Title.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

c. any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances; or

d. any Private Right in an instrument identified in Exception(s) in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from East Front Street and North Lincoln Street (the "Street(s)"), (ii) the Street(s) is/are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that/those portion(s) of the Street(s) abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 17-06 (Access and Entry) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of the failure of

a Hotel, known as 221 North Lincoln Street, Port Angeles, WA 98501, to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 22-06 (Location) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Duryea & Associates, P.S. dated October 1, 2014, last revised October 31, 2014, and designated Job No. 03-699C 0214.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 25-06 (Same as Survey) Adopted 10/16/08

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of the Land to be contiguous; or

2. the presence of any gaps, strips, or gores separating the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 19.1-06 (Contiguity-Single Parcel) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of the Land being taxed as part of a larger parcel of land or failing to constitute a separate tax parcel for real estate taxes.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 18-06 (Single Tax Parcel) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 8.2-06 (Commercial Environmental Protection Lien) Adopted 10/16/08

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 26-06 (Subdivision) Adopted 10/16/08

POLICY AUTHENTICATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691859 File No.: NCS-691859-WA1

When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

Form 50-10899 (7-1-14) Page 22 of 23 ALTA 39.0-06 Policy Authentication (4-2-13)

EASEMENT - DAMAGE OR ENFORCED REMOVAL ENDORSEMENT

Issued by    

First American Title Insurance Company

Attached to Policy No.: 691859 File No.: NCS-691859-WA1

The Company insures against loss or damage sustained by the Insured by reason of:

(1) damage to an existing building located on the Land, or

(2) enforced removal or alteration of an existing building located on the Land,

as a result of the exercise of the right of use or maintenance of the easement referred to in Exception 2, 4, 8 and 20 c and e of Schedule B for the purpose for which it was granted or reserved.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10063 (8-1-09) Page 23 of 23 ALTA 28-06 Easement - Damage or Enforced Removal (10-16-08)

Form No. 1402.06

ALTA Owner's Policy (6-17-06) 1100302P050600

Policy Page 1

Policy Number: 691854

OWNER’S POLICY OF TITLE INSURANCE

ISSUED BY

First American Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a

Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement

referred to in that notice.

6. An enforcement action based on the exercise of a governmental

police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.

(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) "Insured": The Insured named in Schedule A.

(i)The term "Insured" also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii)
With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.

(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in

Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs,

attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(iii) the Amount of Insurance; or

(iv) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is

$2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of

$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department.

POLICY OF TITLE INSURANCE

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SCHEDULE A

First American Title Insurance Company

Name and Address of the issuing Title Insurance Company: First American Title Insurance Company

Pro Forma No. 2

818 Stewart Street, Suite 800

Seattle, WA 98101

File No.: NCS-691854-WA1    Policy No.: 691854

Address Reference: 414 East 1st Avenue, Post falls, ID 83854

Amount of Insurance: $1,984,489.00    Premium: $TBD Date of Policy: Date and Time of Recording

1. Name of Insured:

RL Post Falls, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is: Fee Simple as to Parcel 1 and an Easement as to Parcel 2

3. Title is vested in:

RL Post Falls, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows:

Real property in the City of Post falls, County of Kootenai, State of Idaho, described as follows: Parcel 1:

Tracts 1 and 2 of the Heirs of Margaret Post Estates, in Government Lot 8, Section 3, Township 50 North, Range 5, W.B.M., Kootenai County, State of Idaho, according to the plat recorded in Book "C" of Plats, Page 111.

Together With that portion of vacated 1st Street, recorded by Ordinance 483, which attaches by operation of law.

Parcel 2:

Easement rights as set out in Grant of Sewer Easement, recorded April 23, 1993 as Instrument No. 1301726 and Amendment recorded October 23, 1995 as Instrument No. 1419204.

and Easement rights as set out in Sewer Agreement, recorded September 19, 1988 as Instrument No. 1129187.

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

SCHEDULE B

File No.: NCS-691854-WA1    Policy No.: 691854

EXCEPTIONS FROM COVERAGE

This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:

1. This item has been intentionally deleted.

2. This item has been intentionally deleted.

3. This item has been intentionally deleted.

4. This item has been intentionally deleted.

5. This item has been intentionally deleted.

6. This item has been intentionally deleted.

7. This item has been intentionally deleted.

8. This item has been intentionally deleted.

9. This item has been intentionally deleted.

10. Any claim arising from the difference in the mean high water line of the Spokane River and the meander line as shown by the Original Government Survey.

11. Title to the State of Idaho to the bed of Spokane River, a navigable body of water, to the natural or ordinary high water line.

12. Easement granted to The Washington Water Power Company recorded April 4, 1946, in Book 130 of Deeds, Page 289.

13. Easement granted to The Washington Water Power Company, recorded April 13, 1959, in Book 177 of Deeds, Page 494.

14. Easement for Ingress and Egress and Utilities granted to The Greenview Condominium Owners Association, contained in Warranty Deed recorded April 24, 1985, as Instrument No. 1006022.

15. Covenants, conditions, easements and restrictions on the recorded plat of said subdivision but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status, or national origin to the extent such covenants, conditions or restrictions violate 42 USC 3604(c).

16. Negative Covenant, Conditions and Restrictions recorded as Instrument No. 1023529, but omitting any covenant, condition or restriction based on race, color, religion, sex, handicap,

familial status, or national origin to the extent that such covenants, conditions or restrictions violate 42 USC 3604(c).

17. Easement for Maintenance, construction and control of landscaping, improvements and the existing roadway granted to Greenview Condominium Owners Association, Inc., recorded September 27, 1985, as Instrument No. 1023530.

18. Easement granted to The Washington Water Power Company, recorded August 10, 1987, as Instrument No. 1092571.

19. Sewer Agreement upon the terms, conditions and provisions contained therein: Parties: Templin's Resort, Inc. and Greenview Condominium Owners Association, Inc. Recorded: September 19, 1988, Instrument No. 1129187

20. Settlement Agreement upon the terms, conditions and provisions contained therein:

Parties: State of Idaho, Templin's Resort and Conference Center, Inc., and Washington Water Power Company

Recorded: March 13, 1989, Instrument No. 1143123

21. Easement disclosed by Order Approving Settlement, recorded March 16, 1989, as Instrument No. 1143422.

Said document was amended and recorded December 14, 1990, as Instrument No. 1203869.

22. Easement for Grant of Sewer granted to Templin's Resort and Conference Center, Inc., an Idaho Corporation and Robert G. Templin and Mary W. Templin, husband and wife, recorded April 23, 1993, as Instrument No. 1301726.

23. Easement for Public Utility purposes over, under and across the vacated portion reserved by Ordinance 483 , recorded July 26, 1985, as Instrument No. 1016331.

24. This item has been intentionally deleted.

25. This item has been intentionally deleted.

26. Encroachment Permit Number L-95-S-3036G, recorded April 13, 2006 as Instrument No. 2025016000.

27. Encroachment Permit Number L-95-S-3036H, recorded August 26, 2008 as Instrument No. 2175327000.

28. Encroachment Permit Number L-95-S-5320 recorded January 15, 2009 as Instrument No. 2192637000.

29. Encroachment Permit Number L-95-S-30361 recorded May 8, 2009 as Instrument No. 2210319000.

30. This item has been intentionally deleted.

31. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 10, 2014, last revised October 16, 2014, designated Job Number 14-1880A:

(A)Wood decks cross the southwestern boundary line of the subject property onto adjoining property by a maximum of 13.7 feet; (B) Concrete surface and 8-inch concrete wall cross the southwestern boundary line of the subject property onto adjoining property by a maximum of 9.7

feet; (C) 8-inch concrete wall crosses the southwestern boundary line of the subject property onto adjoining property; (D) Fences, ownership unknown, lie a maximum of 01.6 feet east of the eastern boundary line onto adjoining property; (E) Fence along the northern side of the subject property crosses the eastern boundary line onto adjoining property.

32. Deed of Trust and the terms and conditions thereof.

Grantor/Trustor:    RL Post Falls, LLC, a Delaware limited liability company Grantee/Beneficiary:    Pacific Western Bank

Trustee:    

Amount:    $

Recorded:    

Recording Information:    

COVENANTS, CONDITIONS AND RESTRICTIONS - IMPROVED LAND - OWNER'S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691854 File No.: NCS-691854-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only,

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10801 (7-1-14) Page 11 of 20 ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy (Rev. 4-2-12)

ENDORSEMENT

Attached to Policy No. 691854 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from East 1st Avenue (the "Street(s)"), (ii) the Street(s) is/are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that/those portion(s) of the Street(s) abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 17-06 (Access and Entry) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691854 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of the failure of

a Hotel, known as 414 East 1st Avenue, Post falls, ID 83854, to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 22-06 (Location) Adopted 6/17/06

SAME AS SURVEY ENDORSEMENT

Issued By

First American Title Insurance Company

Attached to Policy No.: 691854 File No.: NCS-691854-WA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Duryea & Associates, P.S. dated October 10, 2014, last revised October 16, 2014, and designated Job No. 14- 1880A.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10753 (7-1-14) Page 14 of 20 CLTA 116.1-06 Same as Survey (10-16-08)

CONTIGUITY - SINGLE PARCEL ENDORSEMENT

Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of the Land to be contiguous to eastern boundary of Tract 1 along the western boundary of Tract 2; and the southern boundary line of the portion of vacated First Street of the Land to be contiguous to the northern boundary lines of both Tracts 1 and 2 boundary line; or

2. the presence of any gaps, strips, or gores separating the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10051 (7-1-14) Page 15 of 20 ALTA 19.1-06 Contiguity-Single Parcel (6-17-06) CLTA 116.04-06 (6-17-06)

ENDORSEMENT

Attached to Policy No. 691854 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Parcel:    Tax Identification Numbers:

Tract 1

Tract 2

P4200008001A P4200008002A

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes assessed against the servient estate.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 18.1-06 (Multiple Tax Parcel) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691854 Issued By

First American Title Insurance Company

The Company insures the Insured against loss or damage sustained by reason of lack of priority of the lien of the insured mortgage over:

(a) any environmental protection lien which, at Date of Policy, is recorded in those records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge, or filed in the records of the clerk of the United States district court for the district in which the land is located, except as set forth in Schedule B; or

(b) any environmental protection lien provided for by any state statute in effect at Date of Policy, except environmental protection liens provided for by the following state statutes: None.

This endorsement is made a part of the policy and is subject to all of the terms and provisions thereof and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the policy and any prior endorsements, nor does it extend the effective date of the policy and any prior endorsements, nor does it increase the face amount thereof.

F.A. Form 40

Environmental Protection Lien

ENDORSEMENT

Attached to Policy No. 691854 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by reason of the failure of the Land described as Parcel Tracts 1 and 2 in Schedule A to constitute a lawfully created parcel according to the Subdivision and platting statutes, ordinances, regulations and amendments adopted pursuant thereto.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

pro forma

CLTA Form 116.7-06 (03-09-07)

ALTA - Owner or Lender

POLICY AUTHENTICATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691854 File No.: NCS-691854-WA1

When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

Form 50-10899 (7-1-14) Page 19 of 20 ALTA 39.0-06 Policy Authentication (4-2-13)

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

• Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

• Information about your transactions with us, our affiliated companies, or others; and

• Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation's site and its affiliates' sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.comuses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

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Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10)    Page 1 of 1    Privacy Information (2001-2010 First American Financial Corporation)

Form No. 1402.06

ALTA Owner's Policy (6-17-06) 1100302P050600

Policy Page 1

Policy Number: 691862

OWNER’S POLICY OF TITLE INSURANCE

ISSUED BY

First American Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a

Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement

referred to in that notice.

6. An enforcement action based on the exercise of a governmental

police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.

(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) "Insured": The Insured named in Schedule A.

(i)The term "Insured" also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii)
With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.

(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in

Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs,

attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(iii) the Amount of Insurance; or

(iv) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is

$2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of

$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department.

POLICY OF TITLE INSURANCE

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SCHEDULE A

First American Title Insurance Company

Name and Address of the issuing Title Insurance Company: First American Title Insurance Company

Pro forma No. 2

818 Stewart Street, Suite 800

Seattle, WA 98101

File No.: NCS-691862-WA1    Policy No.: 691862

Address Reference: 1830 HILLTOP DRIVE, Redding, CA 96002 Amount of Insurance: $4,104,829.00

Date of Policy: Date and Time of Recording

1. Name of Insured:

RL Redding, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is: Fee

3. Title is vested in:

RL Redding, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows:

Real property in the City of Redding, County of Shasta, State of California, described as follows:

ALL THAT PORTION OF THE SOUTHEAST ONE-QUARTER OF SECTION 31, TOWNSHIP 32, NORTH, RANGE 4 WEST, M.D.M., ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED; AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF THE PARCEL DESCRIBED IN THE DEED TO THE TITLE INSURANCE AND TRUST COMPANY RECORDED SEPTEMBER 13, 1968 IN BOOK 966, PAGE 445, OFFICIAL RECORDS; THENCE ALONG THE WESTERLY LINE OF THE PARCEL DESCRIBED IN THE DEED TO THE CITY OF REDDING RECORDED SEPTEMBER 18, 1967 IN BOOK 929, PAGE 193, OFFICIAL RECORDS, SOUTHERLY 650 FEET, MORE OR LESS TO THE NORTHERLY LINE OF THE PARCEL DESCRIBED IN THE DEED TO RICHARD MARK CORDI, ET AL., RECORDED JUNE 14, 1971 IN BOOK 1071, PAGE 465, OFFICIAL RECORDS; THENCE, NORTH 89 DEGREES 43' WEST,

500 FEET, MORE OR LESS, TO THE EASTERLY LINE OF PARCEL 1 AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA RECORDED JANUARY 18, 1961 IN BOOK 655, PAGE 316, OFFICIAL RECORDS; THENCE ALONG SAID EASTERLY LINE, NORTH 655 FEET, MORE OR LESS, TO A POINT WHICH BEARS, SOUTH 88 DEGREES 01' 18" WEST, FROM THE TRUE POINT OF BEGINNING, SAID POINT BEING THE SOUTHWEST CORNER OF THE PARCEL DESCRIBED IN THE DEED TO LEVITT AND SONS OF CALIFORNIA, INC., RECORDED JUNE 30, 1971 IN BOOK 1073, PAGE 529, OFFICIAL RECORDS; THENCE, NORTH 88 DEGREES 01' 18" EAST, 400 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING.

APN: 107-170-046-000 and 107-170-047-000

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

SCHEDULE B

File No.: NCS-691862-WA1    Policy No.: 691862

EXCEPTIONS FROM COVERAGE

This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:

1. General and special taxes and assessments for the fiscal year 2014-2015, a lien not yet due or payable.

2. A notice of assessment recorded February 02, 2011 as Instrument No. 2011-3524 and recorded February 02, 2011 as Instrument No. 2011-3529, both of Official Records, executed by City of Redding, Shasta County.

3. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75 of the California Revenue and Taxation Code.

4. Abutter's rights of ingress and egress to or from FREEWAY have been relinquished in the document recorded JANUARY 18, 1961 as BOOK 655, PAGE 316 of Official Records.

5. A waiver of any claims for damages by reason of the location, construction, landscaping or maintenance of a contiguous freeway, highway, roadway or transit facility as contained in the document recorded JANUARY 18, 1961 as BOOK 655, PAGE 316 of Official Records.

6. An easement for Undisclosed easement and incidental purposes, recorded April 9, 1968 in Book 949, Page 371 of Official Records.

In Favor of:    Standard Oil Company of California

Affects:    As described therein

7. An easement for utility purposes and incidental purposes, recorded June 30, 1971 in Book 1073, Page 529 of Official Records.

In Favor of:    Levitt and Sons of California, Inc., a corporation

Affects:    As described therein

8. An easement for utility easement, 5 feet in width and incidental purposes, recorded July 13, 1972 in Book 1125, Page 146 of Official Records.

In Favor of:    City of Redding

Affects:    As described therein

9. The fact that the land lies within the boundaries of the Canby-Hilltop-Cypress Redevelopment Project Area, as disclosed by the document recorded July 21, 1981 in Book 1826, Page 269 of Official Records.

10. An easement for general utility and incidental purposes, recorded July 27, 1982 in Book 1902, Page 543 of Official Records.

In Favor of:    City of Redding

Affects:    As described therein

11. An easement for public services and incidental purposes, recorded June 20, 2008 as Instrument No. 2008-0021315 of Official Records.

In Favor of: Redding Redevelopment Agency, an Agency of the State of California

Affects:    As described therein

A document recorded September 8, 2008 as Instrument No. 2008-0030866 of Official Records provides that the interest of the easement holder was transferred to City of Redding, a municipal corporation of the State of California.

12. This item has been intentionally deleted.

13. Rights of the public in and to that portion of the land lying within STREET, ROAD, HIGHWAY AND/OR FREEWAY.

14. Water rights, claims or title to water, whether or not shown by the public records. (Affects A P N : 107-170-047-000)

15. Unrecorded leasehold interests for tenants with rights as tenants only.

16. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 1, 2014, last revised October 13, 2014, designated Job Number 03-699A:

(A)Fence, overhead sign and parking on the westerly side of the subject property extend over the boundary line into the Interstate 5 right of way; (B) 2 story building on the northwesterly portion of the property is into utility easement item 8 of the Schedule B.

17. A Deed of Trust to secure an indebtedness in the original principal amount of

$4,000,000.00 recorded as Document No. of Official Records. Dated:    

Trustor:    RL Redding, LLC, a Delaware limited liability company

Trustee:    

Beneficiary:    Pacific Western Bank, a California state-chartered bank

COVENANTS, CONDITIONS AND RESTRICTIONS - IMPROVED LAND - OWNER'S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691862 File No.: NCS-691862-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only,

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10801 (7-1-14) Page 10 of 23 ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy (Rev. 4-2-12)

PRIVATE RIGHTS - OWNER'S POLICY

Issued by

First American Title Insurance Company

Attached to Policy No.: 691862 File No.: NCS-691862-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument recorded in the Public Records at Date of Policy.

b. "Private Right" means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

3. The Company insures against loss or damage sustained by the Insured under this Owner's Policy if enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy causes a loss of the Insured's Title.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

c. any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances; or

d. any Private Right in an instrument identified in Exception(s) in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

Form 50-10892 (7-1-14) Page 12 of 23 ALTA 9.9-06 Private Rights - Owner's Policy (Rev. 4-2-13)

ENCROACHMENTS - BOUNDARIES AND EASEMENTS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691862 File No.: NCS-691862-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For purposes of this endorsement only, "Improvement" means an existing building, located on either the Land or adjoining land at Date of Policy and that by law constitutes real property.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. An encroachment of any Improvement located on the Land onto adjoining land or onto that portion of the Land subject to an easement, unless an exception in Schedule B of the policy identifies the encroachment;

b. An encroachment of any Improvement located on adjoining land onto the Land at Date of Policy, unless an exception in Schedule B of the policy identifies the encroachment;

c. Enforced removal of any Improvement located on the Land as a result of an encroachment by the Improvement onto any portion of the Land subject to any easement, in the event that the owners of the easement shall, for the purpose of exercising the right of use or maintenance of the easement, compel removal or relocation of the encroaching Improvement; or

d. Enforced removal of any Improvement located on the Land that encroaches onto adjoining land.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from the encroachments listed as Exceptions 16 a and b of Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10808 (7-1-14) Page 14 of 23 ALTA 28.1-06 - Encroachments - Boundaries and Easements (4-2-12)

ENDORSEMENT

Attached to Policy No. 691862 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from Hilltop Drive (the "Street(s)"), (ii) the Street(s) is/are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that/those portion(s) of the Street(s) abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 17-06 (Access and Entry) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691862 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of the failure of

a Hotel, known as 1830 HILLTOP DRIVE, Redding, CA 96002, to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 22-06 (Location) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691862 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Duryea & Associates, P.S. dated October 1, 2014, last revised October 13, 2014, and designated Job No. 03-699A.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 25-06 (Same as Survey) Adopted 10/16/08

CONTIGUITY - SINGLE PARCEL ENDORSEMENT

Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of the Land to be contiguous to along the boundary line; or

2. the presence of any gaps, strips, or gores separating the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date:

By:

Authorized Countersignature

Form 50-10051 (7-1-14) Page 18 of 23 ALTA 19.1-06 Contiguity-Single Parcel (6-17-06) CLTA 116.04-06 (6-17-06)

ENDORSEMENT

Attached to Policy No. 691862 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Tax Identification Numbers:

107-170-046-000 and 107-170-047-000

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, assessments or other charges imposed on the servient estate by a governmental authority.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 18.1-06 (Multiple Tax Parcel) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691862 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 8.2-06 (Commercial Environmental Protection Lien) Adopted 10/16/08

ENDORSEMENT

Attached to Policy No. 691862 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 26-06 (Subdivision) Adopted 10/16/08

POLICY AUTHENTICATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691862 File No.: NCS-691862-WA1

When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

Form 50-10899 (7-1-14) Page 22 of 23 ALTA 39.0-06 Policy Authentication (4-2-13)

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

• Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

• Information about your transactions with us, our affiliated companies, or others; and

• Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation's site and its affiliates' sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.comuses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

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Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10)    Page 1 of 1    Privacy Information (2001-2010 First American Financial Corporation)

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS,

FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

(Covered Risks Continued on Page 2)

In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A.

(This Policy is valid only when Schedules A and B are attached)    This Jacket was created electronically and constitutes an original document

Copyright 2006-2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association

COVERED RISKS (Continued)

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public

Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.

(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) "Insured": The Insured named in Schedule A.

(i) The term "Insured" also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly- owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive

notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.

(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7.
OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(iii) the Amount of Insurance; or

(iv) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION    OF    INSURANCE;    REDUCTION    OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS    OF    RECOVERY    UPON    PAYMENT    OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title

Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of

$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888-632- 1642.

Name and Address of Title Insurance Company:

First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707.

File No.: NCS-691863-WA1

Address Reference: 802 George Washington Way, Richland, WA 96002

Amount of Insurance: $4,243,983.00

Premium: $TBD    Date of Policy: Date and Time of Recording

1. Name of Insured:

RL Richland, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is: Fee Simple

3. Title is vested in:

RL Richland, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows:

LOTS 5 AND 6, BLOCK 630, PLAT OF RICHLAND, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUMES 6 AND 7 OF PLATS, RECORDS OF BENTON COUNTY, WASHINGTON, TOGETHER WITH THAT PORTION OF VACATED KNIGHT STREET, VACATED BY THE CITY OF RICHLAND, A MUNICIPAL CORPORATION BY ORDINANCE NO. 61.76, RECORDED AUGUST 1976 UNDER AUDITOR'S FILE NO. 709789, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF LOT 5, BLOCK 630, PLAT OF RICHLAND; THENCE NORTH 89°12'07" EAST A DISTANCE OF 2.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0°49'50" WEST A DISTANCE OF 45.00 FEET; THENCE NORTH 89°12'07" EAST A DISTANCE OF 163.00 FEET; THENCE SOUTH 0°49'50" EAST A DISTANCE OF

45.00 FEET; THENCE SOUTH 89°12'07" WEST A DISTANCE OF 163.00 TO THE TRUE POINT OF BEGINNING; AND TOGETHER WITH AN ALLEY OVER AND ACROSS LOT 5, BLOCK 630, PLAT OF RICHLAND, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 5, THE TRUE POINT OF BEGINNING; THENCE SOUTH 00°49'50" EAST, A DISTANCE OF 100.01 FEET; THENCE SOUTH 89°12'24" WEST, A DISTANCE OF 25.00 FEET; THENCE NORTH 00°49'50" WEST A DISTANCE OF 100.01 FEET; THENCE NORTH 89°12'07" EAST, A DISTANCE OF 25.00 FEET TO THE TRUE POINT OF BEGINNING.

BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF THAT CERTAIN LOT 6, BLOCK 630, AS SHOWN

ON THE PLAT OF RICHLAND RECORDED IN VOLUMES 6 AND 7 OF PLATS IN BENTON COUNTY, WASHINGTON; THENCE FROM THE POINT OF BEGINNING ALONG THE NORTHERLY, EASTERLY, SOUTHERLY AND WESTERLY LINES OF LOTS 6 AND 5, AND A PORTION OF VACATED KNIGHT STREET THE FOLLOWING COURSES AND DISTANCES:

NORTH 89°12'54" EAST 319.83 FEET; SOUTH 02°13'05" EAST 268.80 FEET; SOUTH 00°31'38"

EAST 501.90 FEET; SOUTH 34°40'08" WEST 43.13 FEET; SOUTH 63°22'42" WEST 150.64 FEET;

NORTH 00°49'50" WEST 112.81 FEET; SOUTH 89°12'24" WEST 165.00 FEET; NORTH 00°49'50"

WEST 100.00 FEET; NORTH 89°12'07" EAST 2.00 FEET; AND NORTH 00°49'50" WEST 658.61 FEET TO THE SAID POINT OF BEGINNING.

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

EXCEPTIONS FROM COVERAGE

File No.: NCS-691863-WA1

This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:

1. Easement and limitations as established in the dedication of "Plat of Richland" as follows: PART A DEDICATION

SECTION 1. Except as provided in Section 2 of this part, each "Street", "Way", "Avenue", "Boulevard", "Lane", and "Place" so designated on the fifty-sic (56) Plat Sheets (those bearing arabic numeral designated only and not those bearing arabic numeral with alphabetical suffix, except 5N) is dedicated to the use of the public forever. Any improvement of those dedicated ways (or portions thereof) shown shaded shall be at the expense of the abutting landowners, subsequent to the United States of America. Prior to acceptance into the public road system, such improvement shall conform to a standard acceptable to the governing municipality.

SECTION 3. Each "Dedicated Pedestrian Right-of-Way", shown by dash-dot-dot lines and designated as such on the Plat, is dedicated to the use of the public forever for pedestrian traffic.

PART B EASEMENTS

SECTION 1. (a) An easement is reserved to the United States of America and its assigns, licenses or permitees, to operate, maintain, repair, replace, relocate and remove such public utility type facilities as now exist in the area dedicated under Part A above and to install, construct, operate, maintain, repair, replace and remove addition public utility type facilities in said dedicated areas. in no event shall the existence of such facilities prohibit use of the dedicated ways by the public, and any damage caused by the construction, operation, maintenance, repair, replacement, relocation or removal of said facilities shall be repaired by the one causing said damage. The owner of the fee underlying a "Dedicated Pedestrian Right-of Way" shall be restricted as stated in Section 2 of this part.

SECTION 3. Properties affected by this Section are benefited or burdened by special use easements, shown by dash-dot-dot lines and by dashed lines identified as "Irrigation Canal Easements", which easements are more specifically defined as follows:

(a) "Alley"

(1)An easement for all property owners whose property abuts on the "Alley" and for their invitees, to use the area so designated as a secondary means of access.

(2)An easement for the United States of America and its assigns to construct, operate, maintain, repair, replace, remove and relocated public utility type facilities over, under, across and upon said "Alley", In no event shall the existence of such facilities prohibits use of the "Alley" as a secondary means of access. Any damage caused by work upon such facilities shall be repaired by or at the expense or the one causing said damage.

(b) "Street Easement"

(2) An easement of right-of-way for abutting owners and for their invitees as a means of access between their property and public ways. The "Street Easement" may be improved by the owners of the easement to make it suitable for vehicular and pedestrian traffic.

(2) An easement for the United States of America and its assigns to construct, operate, maintain, repair, replace, remove and relocate public utility type facilities over, under, across and upon the surface of the ground. Any damage caused by work upon such facilities shall be repaired by or at the expense of the one causing said damage.

(c) "Steam Easement"

An easement for the United States of America and its assigns to operate, maintain, repair, replace,or remove underground steam conduits and appurtenances for transmitting steam for heat and power. The owner of the underlying fee shall restricted in use of this area as stated for facilities in Section 2 of Part B.

(h) "Levee Easement"

An easment for the United States of America to construct, maintain, repair, and remove a levee for the control of flood waters. The owner of the fee underlying a "Levee Easement" may use the area affected only as permitted by the owner of the easement.

PART C LIMITATION

Any payment for any liability which may be incurred hereunder by the United States of America will be subject to the availability of appropriations and to a determination under the Federal Tort Claims Act.

2. Limitation set forth in Deed given by the United States of America: Recorded:    May 11, 1959

Recording No.:    416463

Affects:    Lot 5, Block 630

As follows: As to that 10.0 foot wide Northwesterly-Southeasterly easement (shown on the Plat by dashed lines and defined in Section 2 of Plat B of Dedication and Easements, as amended, of said Plat), the Grantor limits the use thereof to the installation, operation, maintenance, repair and replacement of public utility pole lines and appurtenances

3. Easement, including the terms and provisions contained in Deed given by the United States of America, reserved to owner or owners of Lots 1 through 6, Block 630 and to the owner of Block 636, for his use and benefit and for the use and benefit of his invitees, to use that portion of the property herein conveyed (Lot 5) which is defined in said Plat as an alley (subsection (a) of Section 3, Part B of Dedication and Easements, as amended) as a secondary means of access:

Recorded:    May 11, 1959

Recording No.:    416463

We note Relinquishment of Easement: Executed by:    City of Richland

To:    Owner of Lot 5

Recorded:    September 21, 1976

Recording No.:    711571

Whereby the City relinquishes said alley easement over and across Lot 5. We find no relinquishment from the owner or owners of Lots 1, 2, 3, 4 and 6, Block 630 or the owner or owners of Block 636.

4. This item has been intentionally deleted.

5. Easement, including the terms and provisions contained in Deed given by the United States of America:

Recorded:    March 3, 1960

Recording No.:    432755

For: Utilities reserved to the owner or owners of Lots 4 and 5, Block 630, Plat of Richland

6. Easement, including the terms and provisions contained in document: Recorded:    July 26, 1960

Recording No.:    440582

In Favor of:    United States of America

For: To use public utility type facilities in all their existing locations on Lot 6, Block 630, said plat

7. Easement, including the terms and provisions contained in document: Recorded:    August 25, 1976

Recording No.:    709789

In Favor of:    City of Richland, a municipal corporation

For: The construction, repair and maintenance of public utilities and services within that portion of Knight Street vacated by Ordinance No. 61-76

8. Easement, including the terms and provisions contained in document: Recorded:    September 21, 1976

Recording No.:    711571

In Favor of:    City of Richland, a municipal corporation

For: Installation, construction, operation, maintenance, repair, replacement, removal and relocation of facilities over, under and above the relinquished alley easement located in Lot 5

9. This item has been intentionally deleted.

10. Utility easements as delineated on attached ALTA Survey No. 94-24409 appear to encroach the main buildings on the East.

11. This item has been intentionally deleted.

12. This item has been intentionally deleted.

13. Unrecorded leasehold interests for tenants with rights as tenants only.

14. This item has been intentionally deleted.

15. This item has been intentionally deleted.    

16. This item has been intentionally deleted.

17. This item has been intentionally deleted.

18. This item has been intentionally deleted.

19. This item has been intentionally deleted.

20. This item has been intentionally deleted.

21. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 8, 2014, last revised October 15, 2014, designated Job Number 03-699E 2014:

(A) Intentionally deleted; (B) Asphalt for turn around and planter are over the easterly line; (C) Building overhang is over the easterly line; (D) Sidewalk is over the easterly line; (E) Hot tub and concrete are over the easterly line; (F) Power transformer over the easterly line; (G) Satellite dish fence over the easterly line; (H) Two traffic poles on the southerly portion of said premises for which we find no easement of record.

22. A deed of trust to secure an indebtedness in the original principal amount of

$4,695,000.00 recorded as Document No. of Official Records. Dated:    

Trustor:    RL Richland, LLC, a Delaware limited liability company

Trustee:    

Beneficiary:    Pacific Western Bank

23. Any Lien, or right to lien, for services, labor or materials theretofore or hereafter furnished, imposed by law and not shown by the public record.

COVENANTS, CONDITIONS AND RESTRICTIONS - IMPROVED LAND - OWNER'S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691863 File No.: NCS-691863-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only,

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10801 (7-1-14) Page 13 of 23 ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy (Rev. 4-2-12)

PRIVATE RIGHTS - OWNER'S POLICY

Issued by

First American Title Insurance Company

Attached to Policy No.: 691863 File No.: NCS-691863-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument recorded in the Public Records at Date of Policy.

b. "Private Right" means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

3. The Company insures against loss or damage sustained by the Insured under this Owner's Policy if enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy causes a loss of the Insured's Title.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

c. any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances; or

d. any Private Right in an instrument identified in Exception(s) in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from George Washington Way (the "Street(s)"), (ii) the Street(s) is/are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that/those portion(s) of the Street(s) abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 17-06 (Access and Entry) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of the failure of

a Hotel, known as 802 George Washington Way, Richland, WA 96002, to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 22-06 (Location) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Duryea & Associates, P.S. dated October 8, 2014, last revised October 15, 2014, and designated Job No. 03-699E.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 25-06 (Same as Survey) Adopted 10/16/08

1. the failure of the Land to be contiguous; or

2. the presence of any gaps, strips, or gores separating the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 19.1-06 (Contiguity-Single Parcel) Adopted 6/17/06

1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Tax Identification Numbers:

1-1198-402-0630-005 and 1-1198-402-

0630-006

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes assessed against the servient estate.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 18.1-06 (Multiple Tax Parcel) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 8.2-06 (Commercial Environmental Protection Lien) Adopted 10/16/08

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 26-06 (Subdivision) Adopted 10/16/08

POLICY AUTHENTICATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691863 File No.: NCS-691863-WA1

When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

Form 50-10899 (7-1-14) Page 23 of 23 ALTA 39.0-06 Policy Authentication (4-2-13)

Form No. 1402.06

ALTA Owner's Policy (6-17-06) 1100302P050600

Policy Page 1

Policy Number: 691855

OWNER’S POLICY OF TITLE INSURANCE

ISSUED BY

First American Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a

Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement

referred to in that notice.

6. An enforcement action based on the exercise of a governmental

police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.

(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) "Insured": The Insured named in Schedule A.

(i)The term "Insured" also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii)
With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.

(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in

Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs,

attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(iii) the Amount of Insurance; or

(iv) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is

$2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of

$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department.

POLICY OF TITLE INSURANCE

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SCHEDULE A

First American Title Insurance Company

Name and Address of the issuing Title Insurance Company: First American Title Insurance Company

Pro forma No. 4

818 Stewart Street, Suite 800

Seattle, WA 98101

Policy No.: 691855

Address Reference: 161 West 600 South, Salt Lake City, UT 84101 Amount of Insurance: $18,747,888.00

Date of Policy: Date and time of recording

1. Name of Insured:

RL Salt Lake, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is:

Fee Simple as to Parcels 1, 3 and 4 and an Easement Estate as to Parcels 2 and 5

3. Title is vested in:

RL Salt Lake, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows:

Real property in the City of Salt Lake City, County of Salt Lake, State of Utah, described as follows:

PARCEL 1:

BEGINNING AT THE SOUTHWEST CORNER OF LOT 4, BLOCK 23, PLAT "A", SALT LAKE CITY SURVEY AND RUNNING THENCE NORTH 00°01'07" WEST, A DISTANCE OF 214.959 FEET ALONG THE WEST LINE OF BLOCK 23; THENCE NORTH 89°57'31" EAST, A DISTANCE OF 115.537 FEET; THENCE NORTH 00°01'07" WEST, A DISTANCE OF 115.040 FEET TO THE NORTH LINE OF BLOCK 23; THENCE NORTH 89°57'31" EAST, A DISTANCE OF 400.416 FEET ALONG THE NORTH LINE OF BLOCK 23; THENCE SOUTH 00°01'08" EAST, A DISTANCE OF 113.789 FEET; THENCE SOUTH 66°56'14" WEST, A DISTANCE OF 21.743 FEET; THENCE SOUTH 00°01'08" EAST, A DISTANCE OF 42.765 FEET; THENCE SOUTH 89°57'31" WEST 1.005 FEET; THENCE SOUTH 00°01'13" EAST 82.529 FEET; THENCE NORTH 89°57'31" EAST 165.059 FEET; THENCE SOUTH

00°01'07" EAST 140.241 FEET ALONG THE EAST LINE OF BLOCK 23; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 165.054 FEET; THENCE SOUTH 00°01'08" EAST, A DISTANCE OF 41.264 FEET; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 165.035 FEET TO THE WEST LINE OF LOT 8, BLOCK 23; THENCE NORTH 00°01'09" WEST, A DISTANCE OF 99.036 FEET TO THE NORTHWEST CORNER OF LOT 8; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 329.913 FEET ALONG THE SOUTH LINE OF LOT 4 TO THE POINT OF BEGINNING.

PARCEL 2:

A RIGHT OF WAY APPURTENANT TO PARCEL 1 AS DISCLOSED BY QUIT CLAIM DEED RECORDED JUNE 27, 2008 AS ENTRY NO. 8707718 IN BOOK 8827 AT PAGE 4285 OF TH OFFICIAL RECORDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT 6 RODS SOUTH FROM THE NORTHEAST CORNER OF LOT 8, BLOCK 23, PLAT "A", SALT LAKE CITY SURVEY, AND RUNNING THENCE WEST 20 RODS; THENCE SOUTH 1 ROD; THENCE EAST 20 RODS; THENCE NORTH 1 ROD TO THE PLACE OF BEGINNING.

PARCEL 3:

BEGINNING AT THE SOUTHWEST CORNER OF LOT 1, BLOCK 23 PLAT "A", SALT LAKE CITY SURVEY AND RUNNING THENCE NORTH 00°01'09" WEST, A DISTANCE OF 214.574 FEET ALONG THE WEST LINE OF LOT 1 AND LOT 8; THENCE NORTH 89°57'31" EAST, A DISTANCE OF 164.939 FEET; THENCE SOUTH 00°01'09" EAST, A DISTANCE OF 49.517 FEET; THENCE SOUTH

89°57'31" WEST, A DISTANCE OF 41.265 FEET; THENCE SOUTH 00°01'09" EAST, A DISTANCE OF 165.057 FEET TO THE SOUTH LINE OF LOT 1; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 123.674 FEET ALONG THE SOUTH LINE OF LOT 1 TO THE POINT OF BEGINNING.

PARCEL 4:

BEGINNING AT A POINT WHICH IS NORTH 00°01'07" WEST 1.501 FEET FROM THE NORTHEAST CORNER OF LOT 7, BLOCK 23, PLAT "A", SALT LAKE CITY SURVEY, RUNNING THENCE SOUTH 89°57'31" WEST 132.048 FEET; THENCE NORTH 00°01'08" WEST 64.465 FEET; THENCE NORTH

89°57'31" EAST 132.045 FEET TO THE EAST LINE OF BLOCK 23; THENCE ALONG SAID LINE SOUTH 00°01'07" EAST 64.465 FEET TO THE POINT OF BEGINNING.

PARCEL 5:

A NON EXCLUSIVE RIGHT OF WAY APPURTENANT TO PARCEL 4 AS DISCLOSED BY QUIT CLAIM DEED RECORDED JUNE 27, 2008 AS ENTRY NO. 8707718 IN BOOK 8827 AT PAGE 4285 OF TH OFFICIAL RECORDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS

BEGINNING AT A POINT 132 FEET WEST FROM THE NORTHEAST CORNER OF LOT 6, BLOCK 23, PLAT "A", SALT LAKE CITY SURVEY, AND RUNNING THENCE SOUTH 165 FEET; THENCE WEST 32 FEET; THENCE NORTH 42.75 FEET; THENCE IN A NORTHEASTERLY DIRECTION 21.75 FEET TO A POINT 144 FEET WEST AND 113.75 FEET SOUTH OF THE NORTHEAST CORNER OF SAID BLOCK 23; THENCE NORTH 113.75 FEET TO THE NORTH LINE OF SAID BLOCK 23; THENCE EAST 12 FEET TO THE POINT OF BEGINNING.

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

SCHEDULE B

File No.: NCS-691855-WA1    Policy No.: 691855

EXCEPTIONS FROM COVERAGE

This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:

1. Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the issuance thereof, water rights, claims or title to water.

2. This item has been intentionally deleted.

3. This item has been intentionally deleted.

4. This item has been intentionally deleted.

5. This item has been intentionally deleted.

6. This item has been intentionally deleted.

7. This item has been intentionally deleted.

8. This item has been intentionally deleted.

9. This item has been intentionally deleted.

10. This item has been intentionally deleted.

11. This item has been intentionally deleted.

12. This item has been intentionally deleted.

13. An easement over, across or through the land for right of way and incidental purposes, as granted to California Oil Company, a corporation doing business as Standard Oil Company of California by Instrument recorded April 02, 1965 as Entry No. 2072320 in Book 2311 at Page 514 of Official Records.

(The following affects a portion of Parcel 1)

14. Terms and conditions of Abstract of Findings and Order recorded July 09, 1969 as Entry No. 2294743 in Book 2770 at Page 391 of Official Records.

(The following affects a portion of Parcel 1)

15. An easement over, across or through the land for communication and incidental purposes, as granted to The Mountain States Telephone and Telegraph Company, a Colorado corporation by Instrument recorded September 12, 1969 as Entry No. 2302760 in Book 2788 at Page 308 of Official Records.

(The following affects a portion of Parcel 1)

16. Terms and conditions of Abstract of Findings and Order recorded April 13, 1970 as Entry No. 2328061 in Book 2846 at Page 452 of Official Records.

(The following affects the Southerly portion of Parcel 1)

17. An easement over, across or through the land for communication and incidental purposes, as granted to The Mountain States Telephone and Telegraph Company, a Colorado corporation by Instrument recorded August 20, 1970 as Entry No. 2346668 in Book 2890 at Page 120 of Official Records.

(The following affects the Westerly portion of Parcel 3)

18. An easement over, across or through the land for communication and incidental purposes, as granted to The Mountain States Telephone and Telegraph Company, a Colorado corporation by Instrument recorded November 17, 1970 as Entry No. 2358914 in Book 2916 at Page 665 of Official Records.

(The following affects the Westerly portion of Parcel 3)

19. An easement over, across or through the land for communication and incidental purposes, as granted to The Mountain States Telephone and Telegraph Company, a Colorado corporation by Instrument recorded November 17, 1970 as Entry No. 2358916 in Book 2916 at Page 667 of Official Records.

(The following affects the Easterly portion of Parcel 1)

20. An easement over, across or through the land for gas transmission and incidental purposes, as granted to Mountain Fuel Supply Company, a Corporation of the State of Utah by Instrument recorded November 28, 1972 as Entry No. 2502081 in Book 3208 at Page 140 of Official Records.

A Quit Claim Deed, which purports to eliminate a portion of the easement, recorded May 22, 1973 as Entry No. 2541355 in Book 3331 at Page 249 of Official Records.

(The following affects the Southerly portion of Parcel 4)

21. An easement over, across or through the land for gas transmission and incidental purposes, as granted to Mountain Fuel Supply Company, a Corporation of the State of Utah by Instrument recorded April 19, 1973 as Entry No. 2533452 in Book 3306 at Page 8 of Official Records.

(The following affects a portion of Parcel 1)

22. An easement over, across or through the land for gas transmission and incidental purposes, as granted to Mountain Fuel Supply Company, a Corporation of the State of Utah by Instrument recorded April 19, 1973 as Entry No. 2533453 in Book 3306 at Page 9 of Official Records.

(The following affects a portion of Parcels 1, 2 and 3)

23. An easement over, across or through the land for communication and incidental purposes, as granted to The Mountain States Telephone and Telegraph Company, a Colorado corporation by Instrument recorded December 07, 1973 as Entry No. 2586658 in Book 3472 at Page 5 of Official Records.

(The following affects a portion of Parcel 1)

24. The effects, if any, of that certain Declaration of Closure of Right of Way and Merger of Title, executed by Tri-Arc Hotel Associates, a limited partnership recorded June 10, 1981 as Entry No. 3573333 in Book 5258 at Page 99 of Official Records.

(The following affects a portion of Parcel 1)

25. Terms and conditions of Abstract of Findings and Order recorded September 21, 1990 as Entry No. 4968229 in Book 6254 at Page 1432 of Official Records.

26. Vehicular access is limited to openings permitted by the Utah State Department of Transportation in accordance with Section 41-6a-714, Utah Code Annotated, as amended 2005.

27. This item has been intentionally deleted.

28. This item has been intentionally deleted.

29. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Clark Surveying - Mapping - Geospatial on October 7, 2014, last revised October 15, 2014, designated Job Number 14616:

(A)Adjoiner's building in the southeasterly corner of Parcel 2 extends over boundary line to the north onto the subject property by 2.6'; (B) The building extends over a portion of the easement shown in paragraph 15; (C) The building extends over a portion of the easement shown in paragraph 20; (D) The building extends over a portion of the easement shown in paragraph 23.

30. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by public records.

31. A deed of trust to secure an indebtedness in the original principal amount of

$16,000,000.00 recorded as Document No. of Official Records. Dated:    

Trustor:    RL Salt Lake, LLC, a Delaware limited liability company Trustee:    

Beneficiary:    Pacific Western Bank, a California State-Chartered Bank

COVENANTS, CONDITIONS AND RESTRICTIONS - IMPROVED LAND - OWNER'S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691855 File No.: NCS-691855-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only,

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10801 (7-1-14) Page 12 of 25 ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy (Rev. 4-2-12)

PRIVATE RIGHTS - OWNER'S POLICY

Issued by

First American Title Insurance Company

Attached to Policy No.: 691855 File No.: NCS-691855-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument recorded in the Public Records at Date of Policy.

b. "Private Right" means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

3. The Company insures against loss or damage sustained by the Insured under this Owner's Policy if enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy causes a loss of the Insured's Title.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

c. any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances; or

d. any Private Right in an instrument identified in Exception(s) in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

Form 50-10892 (7-1-14) Page 14 of 25 ALTA 9.9-06 Private Rights - Owner's Policy (Rev. 4-2-13)

ENCROACHMENTS - BOUNDARIES AND EASEMENTS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691855 File No.: NCS-691855-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For purposes of this endorsement only, "Improvement" means an existing building, located on either the Land or adjoining land at Date of Policy and that by law constitutes real property.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. An encroachment of any Improvement located on the Land onto adjoining land or onto that portion of the Land subject to an easement, unless an exception in Schedule B of the policy identifies the encroachment;

b. An encroachment of any Improvement located on adjoining land onto the Land at Date of Policy, unless an exception in Schedule B of the policy identifies the encroachment;

c. Enforced removal of any Improvement located on the Land as a result of an encroachment by the Improvement onto any portion of the Land subject to any easement, in the event that the owners of the easement shall, for the purpose of exercising the right of use or maintenance of the easement, compel removal or relocation of the encroaching Improvement; or

d. Enforced removal of any Improvement located on the Land that encroaches onto adjoining land.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from the encroachments listed as Exceptions 29a through d of Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10808 (7-1-14) Page 16 of 25 ALTA 28.1-06 - Encroachments - Boundaries and Easements (4-2-12)

ENDORSEMENT

Attached to Policy No. 691855 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from Martin Luther King Jr. Blvd., Southwest Temple South 200 West and West 700 South (the "Street(s)"), (ii) the Street(s) is/are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that/those portion(s) of the Street(s) abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 17-06 (Access and Entry) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691855 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of the failure of

a Hotel, known as 161 West 600 South, Salt Lake City, UT 84101, to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 22-06 (Location) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691855 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Clark Surveying

- Mapping - Geospatial dated October 7, 2014, last revised October 15, 2014, and designated Job No. 14616.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 25-06 (Same as Survey) Adopted 10/16/08

ENDORSEMENT

Attached to Policy No. 691855 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of the northesterly line of Parcel 1 of the Land to be contiguous to the westerly line of Parcel 5; the easterly line of Parcel 5 of the Land is contiguous to the westerly line of Parcel 4; the southerly line of Parcel 1 of the Land is contiguous to the northerly line of the easterly half of Parcel 2 of the Land; the southerly line of the easterly half of Parcel 2 of the Land is contiguous to the northerly line of Parcel 3 ; or

2. the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 19-06 (Contiguity-Multiple Parcels) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691855 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of:

1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Parcel: Parcel 1	Tax Identification Numbers: 15-01-478-018-0000
Parcel 3	15-12-227-009-0000
Parcel 4	15-01-478-019-0000

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, assessments or other charges imposed on the servient estate by a governmental authority.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 18.1-06 (Multiple Tax Parcel) Adopted 6/17/06

ENDORSEMENT

Attached to Policy No. 691855 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 8.2-06 (Commercial Environmental Protection Lien) Adopted 10/16/08

ENDORSEMENT

Attached to Policy No. 691855 Issued by

First American Title Insurance Company

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 26-06 (Subdivision) Adopted 10/16/08

POLICY AUTHENTICATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691855 File No.: NCS-691855-WA1

When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

Form 50-10899 (7-1-14) Page 24 of 25 ALTA 39.0-06 Policy Authentication (4-2-13)

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

• Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

• Information about your transactions with us, our affiliated companies, or others; and

• Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation's site and its affiliates' sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.comuses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

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Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10)    Page 1 of 1    Privacy Information (2001-2010 First American Financial Corporation)

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS,

FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

(Covered Risks Continued on Page 2)

In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A.

(This Policy is valid only when Schedules A and B are attached)    This Jacket was created electronically and constitutes an original document

Copyright 2006-2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association

COVERED RISKS (Continued)

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice.

6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public

Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.

(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) "Insured": The Insured named in Schedule A.

(i) The term "Insured" also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly- owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive

notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.

(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7.
OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(iii) the Amount of Insurance; or

(iv) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION    OF    INSURANCE;    REDUCTION    OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS    OF    RECOVERY    UPON    PAYMENT    OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title

Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of

$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located.

Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888-632- 1642.

Name and Address of Title Insurance Company:

First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707.

File No.: NCS-691853-WA1

Address Reference: 303 North River Drive, Spokane, WA 99201

Amount of Insurance: $21,653,428.00

Date of Policy: Date and Time of Recording

1. Name of Insured:

RL Spokane, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is:

Fee Simple as to Parcel A and B, Easement as to Parcels A1, A2 and C.

3. Title is vested in:

RL Spokane, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows: PARCEL A:

A PARCEL OF LAND SITUATED IN THE EAST HALF OF SECTION 18, TOWNSHIP 25 NORTH,

RANGE 43 EAST, W.M., IN THE CITY OF SPOKANE, SPOKANE COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 18;

THENCE ALONG THE EAST LINE OF SAID SECTION, SOUTH 00°11'49" WEST, A DISTANCE OF

459.90 FEET, MORE OR LESS, TO THE NORTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED BY PERCY B. THOMPSON TO THE SPOKANE INTERNATIONAL RAILWAY COMPANY BY QUIT CLAIM DEED DATED DECEMBER 12, 1905, RECORDED DECEMBER 14, 1905, IN VOLUME 164, PAGE 587, RECORDS OF DEEDS OF SAID COUNTY;

THENCE ALONG THE NORTHERLY LINE OF SAID DEEDED PARCEL, NORTH 89°39'21" WEST

194.31 FEET;

THENCE NORTH 89°18'30" WEST 330.69 FEET;

THENCE NORTH 78°46'00" WEST 183.02 FEET;

THENCE NORTH 74°06'30" WEST 145.65 FEET;

THENCE SOUTH 84°00'30" WEST 68.13 FEET;

THENCE NORTH 73°51'00" WEST 42.67 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION;

THENCE CONTINUING ALONG SAID NORTHERLY LINE, NORTH 73°51'00" WEST 252.68 FEET; THENCE NORTH 80°51'15" WEST 149.99 FEET;

THENCE NORTH 78°32'15" WEST 110.96 FEET;

THENCE NORTH 79°10'30" WEST 114.06 FEET, MORE OR LESS, TO THE EASTERLY RIGHT OF WAY LINE OF WASHINGTON STREET;

THENCE NORTH 16°23'00" EAST ALONG SAID EASTERLY LINE, 25.28 FEET;

THENCE NORTH 02°19'00" EAST ALONG SAID EASTERLY LINE, 400.43 FEET TO A POINT WHICH IS 178.33 FEET NORTHERLY OF THE EAST-WEST CENTERLINE OF SECTION 18; THENCE SOUTH 89°34'53" EAST 770.00 FEET;

THENCE SOUTH 00°25'07" WEST 340.25 FEET TO THE SOUTHERLY LINE OF NORTH RIVER DRIVE AS CONVEYED TO THE CITY OF SPOKANE BY THAT CERTAIN DEED RECORDED IN VOLUME 627 OF DEEDS AT PAGE 647, SPOKANE COUNTY RECORDS;

THENCE ALONG THE SOUTHERLY LINE OF NORTH RIVER DRIVE, NORTHWESTERLY ALONG A CURVE TO THE RIGHT, FROM A POINT WITH A RADIAL BEARING OF SOUTH 09°52'36" WEST, HAVING A RADIUS OF 490.00 FEET, THROUGH A CENTRAL ANGLE OF 14°26'42", AN ARC LENGTH OF 123.53 FEET TO A POINT WITH A RADIAL BEARING OF SOUTH 24°19'18" WEST; THENCE LEAVING SAID SOUTHERLY LINE, SOUTH 13°41'40" WEST 259.69 FEET TO THE SAID TRUE POINT OF BEGINNING OF THIS DESCRIPTION,

EXCEPT ALL THAT PORTION LYING WITHIN THE BOUNDS OF NORTH RIVER DRIVE AND WASHINGTON STREET AS CONVEYED TO THE CITY OF SPOKANE BY THAT CERTAIN DEED RECORDED UNDER AUDITOR'S FILE NO. 8303040033, IN VOLUME 627 OF DEEDS AT PAGE 647, AND BY THAT CERTAIN DEED RECORDED UNDER AUDITOR'S FILE NO. 5040407, SPOKANE COUNTY RECORDS, AS DISCLOSED BY CERTIFICATE OF APPROVAL OF BOUNDARY LINE ADJUSTMENT RECORDED JULY 16, 2001 UNDER RECORDING NO. 4609148.

PARCEL A1:

RECIPROCAL RIGHTS FOR INGRESS, EGRESS, PARKING AND WALKWAYS AS GRANTED IN PARKING AGREEMENT RECORDED APRIL 13, 2001 UNDER SPOKANE COUNTY RECORDING NO. 4575852 OVER THE FOLLOWING DESCRIBED PARCELS:

PARCEL F OF SHORT PLAT NO. CITY 89-07, ACCORDING TO PLAT RECORDED IN VOLUME 7 OF SHORT PLATS, PAGES 91 AND 92, UNDER RECORDING NO. 9108130271, TOGETHER WITH THE WEST 148 FEET OF PARCEL D OF THE NORTHBANK DEVELOPMENT (#CITY 91-07) ACCORDING TO SHORT PLAT RECORDED IN VOLUME 8 OF SHORT PLATS, PAGES 22 AND 23, IN THE CITY OF SPOKANE, SPOKANE COUNTY, WASHINGTON.

PARCEL A2:

AN EASEMENT FOR INGRESS, EGRESS, PARKING AND WALKWAYS AS CREATED BY PARKING AGREEMENT AND RESTRICTIVE COVENANT RECORDED JULY 25, 2001, UNDER SPOKANE COUNTY RECORDING NO. 4613090 AND 4613091 OVER THE FOLLOWING DESCRIBED PROPERTY:

A PARCEL OF LAND IN THE EAST HALF OF SECTION 18, TOWNSHIP 25 NORTH, RANGE 43 EAST, W.M., SPOKANE COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 18;

THENCE ALONG THE EAST LINE OF SAID SECTION, SOUTH 00°11'49" WEST, A DISTANCE OF

459.90 FEET, MORE OR LESS, TO THE NORTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED BY PERCY B. THOMPSON TO THE SPOKANE INTERNATIONAL RAILWAY COMPANY BY QUIT CLAIM DEED DATED DECEMBER 12, 1905, RECORDED DECEMBER 14, 1905, IN VOLUME 164 OF DEEDS AT PAGE 587;

THENCE ALONG THE NORTHERLY LINE OF SAID DEEDED PARCEL, NORTH 89°39'21" WEST

194.31 FEET;

THENCE NORTH 89°18'30" WEST 330.69 FEET;

THENCE NORTH 78°46'00" WEST 183.02 FEET;

THENCE NORTH 74°06'30" WEST 29.00 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE CONTINUING NORTH 74°06'30" WEST 116.65 FEET;

THENCE SOUTH 84°00'30" WEST 68.13 FEET;

THENCE NORTH 73°51'00" WEST 42.67 FEET;

THENCE LEAVING SAID NORTHERLY LINE, NORTH 13°41'40" EAST 259.69 FEET TO THE SOUTHERLY LINE OF NORTH RIVER DRIVE, AS ESTABLISHED BY THAT CERTAIN DEED TO THE CITY OF SPOKANE RECORDED IN VOLUME 627 AT PAGE 647, SPOKANE COUNTY RECORDS; THENCE ALONG SAID SOUTHERLY LINE, SOUTHEASTERLY ALONG A CURVE TO THE LEFT, FROM A POINT WITH A RADIAL BEARING OF SOUTH 24°19'18" WEST, HAVING A RADIUS OF

490.00 FEET, THROUGH A CENTRAL ANGLE OF 14°26'42", AN ARC LENGTH OF 123.53 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 00°25'07" WEST 9.75 FEET;

THENCE SOUTH 89°34'53" EAST, 43.54 FEET TO A POINT LYING NORTH 00°25'07" EAST FROM THE TRUE POINT OF BEGINNING;

THENCE SOUTH 00°25'07" WEST 242.72 FEET TO THE SAID TRUE POINT OF BEGINNING. PARCEL B:

A PARCEL OF LAND SITUATED IN THE EAST HALF OF SECTION 18, TOWNSHIP 25 NORTH, RANGE 43 EAST, W.M., SPOKANE COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 18;

THENCE ALONG THE EAST LINE OF SAID SECTION, SOUTH 00°11'49" WEST, A DISTANCE OF

459.90 FEET, MORE OR LESS, TO THE NORTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED BY PERCY B. THOMPSON TO THE SPOKANE INTERNATIONAL RAILWAY COMPANY BY QUIT CLAIM DEED DATED DECEMBER 12, 1905, RECORDED DECEMBER 14, 1905, IN VOLUME 164 OF DEEDS AT PAGE 587;

THENCE ALONG THE NORTHERLY LINE OF SAID DEEDED PARCEL, NORTH 89°39'21" WEST

194.31 FEET;

THENCE NORTH 89°18'30" WEST 330.69 FEET;

THENCE NORTH 78°46'00" WEST 183.02 FEET;

THENCE NORTH 74°06'30" WEST 29.00 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION;

THENCE CONTINUING NORTH 74°06'30" WEST 116.65 FEET; THENCE SOUTH 84°00'30" WEST 68.13 FEET;

THENCE NORTH 73°51'00" WEST 42.67 FEET;

THENCE LEAVING SAID NORTHERLY LINE, NORTH 13°41'40" EAST 259.69 FEET TO THE SOUTHERLY LINE OF NORTH RIVER DRIVE, AS ESTABLISHED BY THAT CERTAIN DEED TO THE CITY OF SPOKANE RECORDED IN VOLUME 627 AT PAGE 647, SPOKANE COUNTY RECORDS; THENCE ALONG SAID SOUTHERLY LINE, SOUTHEASTERLY ALONG A CURVE TO THE LEFT, FROM A POINT WITH A RADIAL BEARING OF SOUTH 24°19'18" WEST, HAVING A RADIUS OF

490.00 FEET, THROUGH A CENTRAL ANGLE OF 14°26'42", AN ARC LENGTH OF 123.53 FEET; THENCE LEAVING SAID SOUTHERLY LINE SOUTH 00°25'07" WEST 9.75 FEET;

THENCE SOUTH 89°34'53" EAST, 43.54 FEET TO A POINT LYING NORTH 00°25'07" EAST FROM THE TRUE POINT OF BEGINNING;

THENCE SOUTH 00°25'07" WEST 242.72 FEET TO THE SAID TRUE POINT OF BEGINNING, AS DISCLOSED BY CERTIFICATE OF APPROVAL OF BOUNDARY LINE ADJUSTMENT RECORDED JULY 16, 2001 UNDER RECORDING NO. 4609148.

PARCEL C:

AN EASEMENT FOR A RESTAURANT IN THE AIRSPACE OVER PUBLIC PROPERTY AS ESTABLISHED BY EASEMENT AND AGREEMENT RECORDED MAY 4, 1984 UNDER SPOKANE COUNTY RECORDING NO. 8405040161.

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

EXCEPTIONS FROM COVERAGE

File No.: NCS-691853-WA1

This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:

1. This item has been intentionally deleted.

2. This item has been intentionally deleted.

3. This item has been intentionally deleted.

4. Reservation as contained in the Resolution adopted by the City Council of the City of Spokane January 9, 1906, No. A2244, filed March 15, 1918 and recorded April 1, 1918, in Volume "S" of Miscellaneous Records, Page 350, under Recording No. 524839, as follows:

The City of Spokane reserves the right to construct and maintain in North River Avenue and North Center Street such sewers as may be necessary for an outlet to Spokane River for any sewer systems adopted by the City for that portion thereof now embraced in the Fifty Ward, or any part thereof

5. Easement, including terms and provisions contained therein:

Recording Information:    December 2, 1948 under Recording No. 852724A In Favor of:    City of Spokane, a municipal corporation

For: The right, easement and authority to lay out construct, reconstruct, operate and maintain a sewer, together with all rights incidental thereto

Affects:    as described therein

6. Easement, including terms and provisions contained therein:

Recording Information:    May 24, 1949 under Recording No. 880965A In Favor of:    City of Spokane

For:    Sewer line

Affects:    as described therein

7. Reservations and exceptions, including the terms and conditions thereof: Reserving:    Minerals

Reserved By:    City of Spokane, a municipal corporation

Recorded:    June 13, 1972

Recording Information:    629015C

8. Reservations and exceptions, including the terms and conditions thereof: Reserving:    Minerals

Reserved By:    Union Pacific Land Resources Corporation

Recorded:    April 28, 1982

Recording Information:    8204280167

9. Easement, including terms and provisions contained therein:

Recording Information:    May 4, 1984 under Recording No. 8405040159 In Favor of:    The City of Spokane, a municipal corporation

For: a 25 foot easement for the construction and maintenance of a public water main

Affects:    as described therein

10. The terms, provisions and easement(s) contained in the document entitled "Agreement" recorded May 4, 1984 as Recording No. 8405040160 of Official Records.

11. The terms and provisions contained in the document entitled "Agreement" recorded May 4, 1984 as Recording No. 8405040161 of Official Records.

12. The terms and provisions contained in the document entitled "Agreement" recorded June 6, 1988 as Recording No. 8806060131 of Official Records.

13. The terms, provisions and easement(s) contained in the document entitled "Easement" recorded April 13, 2001 as Recording No. 4575851 of Official Records.

Document(s) declaring modifications thereof recorded March 22, 2002 as Recording No. 4704104 of Official Records.

14. The terms, provisions and easement(s) contained in the document entitled "Parking Agreement" recorded April 13, 2001 as Recording No. 4575852 of Official Records.

Document(s) declaring modifications thereof recorded March 22, 2002 as Recording No. 4704105 of Official Records.

15. The terms and provisions contained in the document entitled "Waterline Agreement" recorded April 13, 2001 as Recording No. 4575853 of Official Records.

16. Terms, covenants, conditions and restrictions as contained in recorded Lot Line Adjustment (Boundary Line Revision) Z01B0068 :

Recorded:    July 16, 2001

Recording Information:    4609148

17. The terms, provisions and easement(s) contained in the document entitled "Parking Agreement and Restrictive Covenant" recorded July 25, 2001 as Recording Nos. 4613090 and 4613091 of Official Records.

18. This item has been intentionally deleted.

19. Any question that may arise due to the shifting and/or changing in the course of Spokane River.

20. Right of the State of Washington in and to that portion, if any, of the property herein described which lies below the line of ordinary high water of Spokane River.

21. Rights of the general public to the unrestricted use of all the waters of a navigable body of water not only for the primary purpose of navigation, but also for corollary purposes; including (but not limited to) fishing, boating, bathing, swimming, water skiing and other related recreational purposes, as those waters may affect the tidelands, shorelands or adjoining uplands and whether the level of the water has been raised naturally or artificially to a maintained or fluctuating level, all as further defined by the decisional law of this state. (Affects all of the premises subject to such submergence)

22. This item has been intentionally deleted.

23. Unrecorded leasehold interests for tenants with rights as tenants only.

24. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 02, 2014, last revised November , 2014, designated Job Number 01-561-2014:

(A)Brick paving crosses onto the southern side of the subject property without noted easement;

(B)Four-foot vinyl fences cross onto the southeastern side of the subject property; (C) Concrete paving, ownership unknown, crosses through the northwestern corner of the northeastern portion of Parcel A; (D) Concrete sidewalk crosses onto the northwestern side of the southern portion of Parcel A; (E) Six-foot wood fence and concrete paving cross the southern boundary line onto adjoining property by 4.3 feet; (F) Five-foot wood fence crosses the southern boundary line onto adjoining property by 1.4 feet; (G) Gas valve assembly lies upon the southern boundary line; (H) Multiple parking spaces cross the northern, western, and eastern boundary lines of the northeastern portion of Parcel A; (I) "Park & Lock" sign and pay box lie over the southwestern boundary line of the northwestern portion of Parcel A into North River Drive right-of-way; (J) Building lies over the sewer easements noted in Schedule B items 5 and 6; (K) Northern portion of the building and building canopy are into the 25-foot sewer easement noted in Schedule B item 10; (L) Southwestern corner of the building is into the 25-foot water easement noted in Schedule B item 9; (M) Electric/telephone line, power pole, and guy wire along the northwestern side of the subject property lack any easement.

25. A deed of trust to secure an indebtedness in the original principal amount of

$18,600,000.00 recorded as Document No. of Official Records. Dated:

Trustor:    RL Spokane, LLC, a Delaware limited liability company Trustee:    

Beneficiary:    Pacific Western Bank, a California State-Chartered Bank

COVENANTS, CONDITIONS AND RESTRICTIONS - IMPROVED LAND - OWNER'S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691853 File No.: NCS-691853-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only,

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10801 (7-1-14) Page 13 of 27 ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy (Rev. 4-2-12)

PRIVATE RIGHTS - OWNER'S POLICY

Issued by

First American Title Insurance Company

Attached to Policy No.: 691853 File No.: NCS-691853-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only:

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument recorded in the Public Records at Date of Policy.

b. "Private Right" means (i) an option to purchase; (ii) a right of first refusal; or (iii) a right of prior approval of a future purchaser or occupant.

3. The Company insures against loss or damage sustained by the Insured under this Owner's Policy if enforcement of a Private Right in a Covenant affecting the Title at Date of Policy based on a transfer of Title on or before Date of Policy causes a loss of the Insured's Title.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land;

c. any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances; or

d. any Private Right in an instrument identified in Exception(s) in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from Washington Street and North River Drive (the "Street(s)"), (ii) the Street(s) is/are not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that/those portion(s) of the Street(s) abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 17-06 (Access and Entry) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of the failure of

a Hotel, known as 303 North River Drive, Spokane, WA 99201, to be located on the Land at Date of Policy.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 22-06 (Location) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of the easterly line of that of portion of Parcel A lying southerly of North River Road of the Land to be contiguous to the westerly line of Parcel B ; or

2. the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 19-06 (Contiguity-Multiple Parcels) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Duryea & Associates, P.S. dated October 2, 2014, last revised on November , 2014, and designated Job No. 01- 561-2014.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 25-06 (Same as Survey) Adopted 10/16/08

The Company insures against loss or damage sustained by the Insured by reason of:

1. those portions of the Land identified below not being assessed for real estate taxes under the listed tax identification numbers or those tax identification numbers including any additional land:

Parcel:    Tax Identification Numbers:

A    35185.0024

B    35184.0025

2. the easements, if any, described in Schedule A being cut off or disturbed by the nonpayment of real estate taxes, assessments or other charges imposed on the servient estate by a governmental authority.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 18.1-06 (Multiple Tax Parcel) Adopted 6/17/06

The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association

Endorsement 8.2-06 (Commercial Environmental Protection Lien) Adopted 10/16/08

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land to constitute a lawfully created parcel according to the subdivision statutes and local subdivision ordinances applicable to the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

American Land Title Association Endorsement 26-06 (Subdivision) Adopted 10/16/08

POLICY AUTHENTICATION ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691853 File No.: NCS-691853-WA1

When the policy is issued by the Company with a policy number and Date of Policy, the Company will not deny liability under the policy or any endorsements issued with the policy solely on the grounds that the policy or endorsements were issued electronically or lack signatures in accordance with the Conditions.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

IN WITNESS WHEREOF, the Company has caused this endorsement to be issued and become valid when signed by an authorized officer or licensed agent of the Company.

Date: pro forma

By:

Authorized Countersignature

Form 50-10899 (7-1-14) Page 23 of 27 ALTA 39.0-06 Policy Authentication (4-2-13)

MINERALS AND OTHER SUBSURFACE SUBSTANCES - BUILDINGS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691853 File No.: NCS-691853-WA1

1. The insurance provided by this endorsement is subject to the exclusion in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For purposes of this endorsement only, "Improvement" means a building on the Land at Date of Policy.

3. The Company insures against loss or damage sustained by the Insured by reason of the enforced removal or alteration of any Improvement resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals or any other subsurface substances excepted from the description of the Land or excepted in Schedule B.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. contamination, explosion, fire, vibration, fracturing, earthquake or subsidence;

b. negligence by a person or an Entity exercising a right to extract or develop minerals or other subsurface substance; or

c. the exercise of the rights described in (7 and 8).*

*Instructional note: identify the interest excepted from the description of the Land in Schedule A or excepted in Schedule B that you intend to exclude from this coverage.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10809 (7-1-14) Page 25 of 27 ALTA 35-06 Minerals and Other Subsurface Substances - Buildings (4-2-12)

ENCROACHMENTS - BOUNDARIES AND EASEMENTS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691853 File No.: NCS-691853-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For purposes of this endorsement only, "Improvement" means an existing building, located on either the Land or adjoining land at Date of Policy and that by law constitutes real property.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. An encroachment of any Improvement located on the Land onto adjoining land or onto that portion of the Land subject to an easement, unless an exception in Schedule B of the policy identifies the encroachment;

b. An encroachment of any Improvement located on adjoining land onto the Land at Date of Policy, unless an exception in Schedule B of the policy identifies the encroachment;

c. Enforced removal of any Improvement located on the Land as a result of an encroachment by the Improvement onto any portion of the Land subject to any easement, in the event that the owners of the easement shall, for the purpose of exercising the right of use or maintenance of the easement, compel removal or relocation of the encroaching Improvement; or

d. Enforced removal of any Improvement located on the Land that encroaches onto adjoining land.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from the encroachments listed as Exceptions 24 A through M of Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

Form 50-10808 (7-1-14) Page 27 of 27 ALTA 28.1-06 - Encroachments - Boundaries and Easements (4-2-12)

Form No. 1402.06

ALTA Owner's Policy (6-17-06) 1100302P050600

Policy Page 1 Policy Number: 691866-O

OWNER’S POLICY OF TITLE INSURANCE

ISSUED BY

First American Title Insurance Company

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions.

COVERED RISKS

SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a

Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of:

1. Title being vested other than as stated in Schedule A.

2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from

(a) A defect in the Title caused by

(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;

(ii) failure of any person or Entity to have authorized a transfer or conveyance;

(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;

(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;

(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;

(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or

(vii) a defective judicial or administrative proceeding.

(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.

(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.

3. Unmarketable Title.

4. No right of access to and from the Land.

5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(a) the occupancy, use, or enjoyment of the Land;

(b) the character, dimensions, or location of any improvement erected on the Land;

(c) the subdivision of land; or

(d) environmental protection

if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement

referred to in that notice.

6. An enforcement action based on the exercise of a governmental

police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.

7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.

8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.

9. Title being vested other than as stated in Schedule A or being defective

(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or

(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records

(i) to be timely, or

(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.

10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this policy, but only to the extent provided in the Conditions.

EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of:

1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to

(i) the occupancy, use, or enjoyment of the Land;

(ii) the character, dimensions, or location of any improvement erected on the Land;

(iii) the subdivision of land; or

(iv) environmental protection;

or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5.

(b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6.

2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.

3. Defects, liens, encumbrances, adverse claims, or other matters

(a) created, suffered, assumed, or agreed to by the Insured Claimant;

(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;

(c) resulting in no loss or damage to the Insured Claimant;

(d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risks 9 and 10); or

(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.

4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is

(a) a fraudulent conveyance or fraudulent transfer; or

(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.

5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A.

CONDITIONS

1. DEFINITION OF TERMS

The following terms when used in this policy mean:

(a) "Amount of Insurance": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions.

(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A.

(c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity.

(d) "Insured": The Insured named in Schedule A.

(i)The term "Insured" also includes

(A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin;

(B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization;

(C) successors to an Insured by its conversion to another kind of Entity;

(D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title

(1) if the stock, shares, memberships, or other equity interests of the grantee are wholly-owned by the named Insured,

(2) if the grantee wholly owns the named Insured,

(3) if the grantee is wholly-owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly-owned by the same person or Entity, or

(4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes.

(ii)
With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured.

(e) "Insured Claimant": An Insured claiming loss or damage.

(f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title.

(g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy.

(h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law.

(i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located.

(j) "Title": The estate or interest described in Schedule A.

(k) "Unmarketable Title": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title.

2. CONTINUATION OF INSURANCE

The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured.

3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice.

4. PROOF OF LOSS

In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage.

5. DEFENSE AND PROSECUTION OF ACTIONS

(a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy.

(b) The Company shall have the right, in addition to the options contained in

Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently.

(c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order.

6. DUTY OF INSURED CLAIMANT TO COOPERATE

(a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation.

(b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim.

7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

In case of a claim under this policy, the Company shall have the following additional options:

(a) To Pay or Tender Payment of the Amount of Insurance.

To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

(b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant.

(i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or

(ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs,

attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay.

Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation.

8. DETERMINATION AND EXTENT OF LIABILITY

This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy.

(a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of

(iii) the Amount of Insurance; or

(iv) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy.

(b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured,

(i) the Amount of Insurance shall be increased by 10%, and

(ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid.

(c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions.

9. LIMITATION OF LIABILITY

(a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured.

(b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured.

(c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company.

10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment.

11. LIABILITY NONCUMULATIVE

The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy.

12. PAYMENT OF LOSS

When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days.

13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT

(a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies.

If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss.

(b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights.

14. ARBITRATION

Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is

$2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of

$2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction.

15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

(a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole.

(b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy.

(c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy.

(d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance.

16. SEVERABILITY

In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect.

17. CHOICE OF LAW; FORUM

(a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefore in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law.

(b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction.

18. NOTICES, WHERE SENT

Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at 1 First American Way, Santa Ana, CA 92707, Attn: Claims Department.

POLICY OF TITLE INSURANCE

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SCHEDULE A

First American Title Insurance Company

Name and Address of the issuing Title Insurance Company: First American Title Insurance Company

Pro forma No. 2

818 Stewart Street, Suite 800

Seattle, WA 98101

File No.: NCS-691866-WA1    Policy No.: 691866-O

Address Reference: 1313 North Bayshore Drive, Coos Bay, OR 97420 Amount of Insurance: $3,006,747.00

Date of Policy: Date and Time of Recording

1. Name of Insured:

RL Coos Bay, LLC, a Delaware limited liability company

2. The estate or interest in the Land that is insured by this policy is: Fee Simple

3. Title is vested in:

RL Coos Bay, LLC, a Delaware limited liability company

4. The Land referred to in this policy is described as follows:

Real property in the County of Coos, State of Oregon, described as follows:

BEING A PORTION OF BLOCKS 35 AND 36, OF NASBURG'S ADDITION ALONG WITH A PORTION OF BLOCKS 36, 32, 63 AND 62 OF BENNETT'S ADDITION TO COOS BAY. INCLUDING THAT PORTION OF VACATED 4TH, 5TH AND 6TH STREET AND 7TH COURT.

MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF BLOCK 35, NASBURG'S ADDITION TO COOS BAY; THENCE NORTH 00° 00' 20" WEST A DISTANCE OF 171.17 FEET; THENCE NORTH 60° 30' 00" EAST A DISTANCE OF 591.96 FEET TO A POINT LOCATED ON THE WESTERLY LINE OF U.S. HIGHWAY 101; THENCE ALONG SAID WESTERLY LINE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 1949.86 FEET AND A CENTRAL ANGLE OF 1° 36' 18" A DISTANCE OF 54.62 FEET (WHOSE LONG CHORD BEARS SOUTH 40° 18' 48" EAST 54.62 FEET); THENCE ALONG A SPIRAL CURVE TO THE LEFT HAVING A CENTERLINE LENGTH OF 300.00 FEET AND AN S VALUE OF 4° 30' (WHOSE LONG CHORD BEARS SOUTH 42° 24' 10" EAST 303.05 FEET); THENCE SOUTH 43°

54' 35" EAST A DISTANCE OF 241.83 FEET TO THE BEGINNING OF A CURVE; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 13.50 FEET AND A CENTRAL ANGLE OF 133° 54' 00" A DISTANCE OF 31.54 FEET (WHOSE LONG CHORD BEARS SOUTH 23° 02' 25" WEST 24.84

FEET); THENCE SOUTH 89° 59' 25" WEST A DISTANCE OF 471.94 FEET; THENCE NORTH 00°

04' 35" EAST A DISTANCE OF 99.97 FEET; THENCE SOUTH 89° 59' 25" WEST A DISTANCE OF

242.89 FEET, MORE OR LESS; THENCE SOUTH 00° 04' 35" WEST A DISTANCE OF 99.97 FEET; THENCE SOUTH 89° 59' 25" WEST A DISTANCE OF 197.97 FEET TO THE POINT OF BEGINNING.

SAVE AND EXCEPT THAT PORTION CONVEYED TO STATE OF OREGON, BY AND THROUGH ITS

DEPARTMENT OF TRANSPORTATION BY INSTRUMENT RECORDED AUGUST 27, 2012 AS MICROFILM NO. 2012-7064, RECORDS OF COOS COUNTY, OREGON

NOTICE: This is a pro-forma policy furnished to or on behalf of the party to be insured. It neither reflects the present status of title, nor is it intended to be a commitment to insure. The inclusion of endorsements as part of the pro-forma policy in no way evidences the willingness of the Company to provide any affirmative coverage shown therein.

There are requirements which must be met before a final policy can be issued in the same form as this pro-forma policy. A commitment to insure setting forth these requirements should be obtained from the Company.

SCHEDULE B

File No.: NCS-691866-WA1    Policy No.: 691866-O

EXCEPTIONS FROM COVERAGE

This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:

1. This item has been intentionally deleted.

2. This item has been intentionally deleted.

3. This item has been intentionally deleted.

4. This item has been intentionally deleted.

5. This item has been intentionally deleted.

6. Water rights, claims to water or title to water, whether or not such rights are a matter of public record.

7. Taxes for the fiscal year 2014-2015 a lien due, but not yet payable.

8. This item has been intentionally deleted.

9. A perpetual right and easement to construct, maintain, repair and have free access to all slopes of cuts of fills for a width of 10 feet outside Southwesterly boundary of right of way of relocated Oregon Coast Highway as occasioned by or resulting from construction, operation or maintenance of a public highway and its appurtenances as granted to the State of Oregon, by and through its State Highway Commission, including terms and provisions thereof.

Recorded: Book 137, Page 521; Book 138, Page 32; Book 138, Page 425 and Book 137, Page 295, Deed Records of Coos County, Oregon

10. This item has been intentionally deleted.

11. This item has been intentionally deleted.

12. Reservation of utilities in vacated street area, and the right to maintain the same, as set forth in the City of Coos Bay Ordinance No. 1547, including terms and provisions thereof.

Recorded:    May 23, 1941 in Volume 139, Page 274, Records of Coos County, Oregon (Affects Vacated 4th Street)

13. Reservation of utilities in vacated street area, and the right to maintain the same, as set forth in the City of Coos Bay Ordinance No. 2020, including terms and provisions thereof.

Recorded:    June 18, 1959 in Volume 272, Page 170, Records of Coos County, Oregon

(Affects Vacated 5th and 6th Street)

14. Easement, including terms and provisions contained therein:

Recording Information: March 18, 1971 as Microfilm No. 71-3-56983, Records of Coos County, Oregon

In Favor of:    The City of Coos Bay, Oregon and the City of North Bend, Oregon

15. Easement, including terms and provisions contained therein:

Recording Information November 03, 1975 as Microfilm No. 75-11-120750, Records of Coos County, Oregon

In Favor of:    City of Coos Bay Ordinance No. 2654

For: reservation of utilities in vacated street area, and the right to maintain the same

Affects:    Vacated 7th Court

16. This item has been intentionally deleted.

17. Lease and the terms and conditions thereof:

Lessor:    RLH Partnership, L.P., a Delaware Limited Partnership

Lessee:    Red Lion Hotels, Inc., a Delaware Corporation

Recorded:    August 02, 1995

Recording Information: 95-08-0081, Records of Coos County, Oregon

18. This item has been intentionally deleted.

19. Easement for slopes as disclosed by instrument recorded August 27, 2012 as Microfilm No. 2012- 7063, Records of Coos County, Oregon.

20. Easement for Work Area as disclosed by instrument recorded August 27, 2012 as Microfilm No. 2012-7063, Records of Coos County, Oregon

21. Reservation of access rights, as disclosed in Warranty Deed to State of Oregon, by and through its Department of Transportation recorded August 27, 2012 as microfilm no. 2012-7064, Records of Coos County, Oregon.

22. Easement to construct and maintain slopes, including the terms and provisions thereof as disclosed in Warranty Deed to State of Oregon, by and Through its Department of Transportation by instrument recorded August 27, 2012 as microfilm no. 2012-7064, Records of Coos County, Oregon.

23. This item has been intentionally deleted.

24. Any facts, rights, interests or claims that may exist or arise by reason of the following matters disclosed by an ALTA/ACSM survey made by Duryea & Associates, P.S. on October 07, 2014, last revised October 20, 2014, designated Job Number 12-1666:

(A)Sidewalk along the northwestern boundary line of the subject property crosses onto the northwestern side of the subject property; (B) Sidewalk crosses onto the northeastern side of the subject property.

25. A deed of trust to secure an indebtedness in the original principal amount of

$2,705,000.00 recorded as Document No. of Official Records. Dated:    

Trustor:    RL Coos Bay, LLC, a Delaware limited liability company

Trustee:    

Beneficiary:    Pacific Western Bank, a California State-Chartered Bank

ENDORSEMENT ATTACHED TO POLICY NO. 691866-O

ISSUED BY

BLANK TITLE INSURANCE COMPANY

Date : Premium :

The Company agrees that it will not assert the provisions of Condition 15(c) to deny liability for loss or damage otherwise insured against under the terms of the policy solely by reason of

(1) any amendment or endorsement to this policy being issued electronically or

(2) any amendment or endorsement to this policy not being authenticated by an authorized person.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Order Reference: NCS-691866-WA1

COVENANTS, CONDITIONS AND RESTRICTIONS - IMPROVED LAND - OWNER'S POLICY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691866-O File No.: NCS-691866-WA1

1. The insurance provided by this endorsement is subject to the exclusions in Section 4 of this endorsement; and the Exclusions from Coverage, the Exceptions from Coverage contained in Schedule B, and the Conditions in the policy.

2. For the purposes of this endorsement only,

a. "Covenant" means a covenant, condition, limitation or restriction in a document or instrument in effect at Date of Policy.

b. "Improvement" means a building, structure located on the surface of the Land, road, walkway, driveway, or curb, affixed to the Land at Date of Policy and that by law constitutes real property, but excluding any crops, landscaping, lawn, shrubbery, or trees.

3. The Company insures against loss or damage sustained by the Insured by reason of:

a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in Schedule B of the policy identifies the violation;

b. Enforced removal of an Improvement as a result of a violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation; or

c. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable Covenant relating to environmental protection describing any part of the Land and referring to that Covenant, but only to the extent of the violation of the Covenant referred to in that notice, unless an exception in Schedule B of the policy identifies the notice of the violation.

4. This endorsement does not insure against loss or damage (and the Company will not pay costs, attorneys' fees, or expenses) resulting from:

a. any Covenant contained in an instrument creating a lease;

b. any Covenant relating to obligations of any type to perform maintenance, repair, or remediation on the Land; or

c. except as provided in Section 3.c, any Covenant relating to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous

endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

By:

Authorized Countersignature

Form 50-10801 (7-1-14) Page 12 of 18 ALTA 9.2-06 Covenants, Conditions and Restrictions Improved Land - Owner's Policy (Rev. 4-2-12)

ACCESS AND ENTRY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691866-O File No.: NCS-691866-WA1

The Company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from Hemlock Avenue, North Bayshore Drive and Ivy Avenue (the "Street"), (ii) the Street is not physically open and publicly maintained, or (iii) the Insured has no right to use existing curb cuts or entries along that portion of the Street abutting the Land.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

Form 50-10045 (7-1-14) Page 13 of 18 ALTA 17-06 Access and Entry (6-17-06)

SAME AS SURVEY ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691866-O File No.: NCS-691866-WA1

The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by Duryea & Associates, P.S. dated October 7, 2014, last revised November 7, 2014, and designated Job No. 12-1666.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

Form 50-10059 (7-1-14) Page 14 of 18 ALTA 25-06 Same as Survey (10-16-08) CLTA 116.1-06 (10-16-08)

CONTIGUITY - MULTIPLE PARCELS ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691866-O File No.: NCS-691866-WA1

The Company insures against loss or damage sustained by the Insured by reason of:

1. the failure of the Land to be contiguous; or

2. the presence of any gaps, strips, or gores separating any of the contiguous boundary lines described above.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

Form 50-10050 (7-1-14)    Page 15 of 18    ALTA 19-06 Contiguity - Multiple Parcels (6-17-06)

SINGLE TAX PARCEL ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691866-O File No.: NCS-691866-WA1

The Company insures against loss or damage sustained by the Insured by reason of the Land being taxed as part of a larger parcel of land or failing to constitute a separate tax parcel for real estate taxes.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

Form 50-10048 (7-1-14) Page 16 of 18 ALTA 18-06 Single Tax Parcel (6-17-06)

COMMERCIAL ENVIRONMENTAL PROTECTION LIEN ENDORSEMENT

Issued by

First American Title Insurance Company

Attached to Policy No.: 691866-O File No.: NCS-691866-WA1

The Company insures against loss or damage sustained by the Insured by reason of an environmental protection lien that, at Date of Policy, is recorded in the Public Records or filed in the records of the clerk of the United States district court for the district in which the Land is located, unless the environmental protection lien is set forth as an exception in Schedule B.

This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.

Date: pro forma

Form 50-10021 (7-1-14) Page 17 of 18 ALTA 8.2-06 Commercial Environmental Protection Lien (10-16-08) CLTA 110.9.1-06 (10-16-08)

Privacy Information

We Are Committed to Safeguarding Customer Information

In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information - particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our subsidiaries we have adopted this Privacy Policy to govern the use and handling of your personal information.

Applicability

This Privacy Policy governs our use of the information that you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values.

Types of Information

Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect include:

• Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means;

• Information about your transactions with us, our affiliated companies, or others; and

• Information we receive from a consumer reporting agency.

Use of Information

We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.

Former Customers

Even if you are no longer our customer, our Privacy Policy will continue to apply to you.

Confidentiality and Security

We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information.

Information Obtained Through Our Web Site

First American Financial Corporation is sensitive to privacy issues on the Internet. We believe it is important you know how we treat the information about you we receive on the Internet.

In general, you can visit First American or its affiliates' Web sites on the World Wide Web without telling us who you are or revealing any information about yourself. Our Web servers collect the domain names, not the e-mail addresses, of visitors. This information is aggregated to measure the number of visits, average time spent on the site, pages viewed and similar information. First American uses this information to measure the use of our site and to develop ideas to improve the content of our site.

There are times, however, when we may need information from you, such as your name and email address. When information is needed, we will use our best efforts to let you know at the time of collection how we will use the personal information. Usually, the personal information we collect is used only by us to respond to your inquiry, process an order or allow you to access specific account/profile information. If you choose to share any personal information with us, we will only use it in accordance with the policies outlined above.

Business Relationships

First American Financial Corporation's site and its affiliates' sites may contain links to other Web sites. While we try to link only to sites that share our high standards and respect for privacy, we are not responsible for the content or the privacy practices employed by other sites.

Cookies

Some of First American's Web sites may make use of "cookie" technology to measure site activity and to customize information to your personal tastes. A cookie is an element of data that a Web site can send to your browser, which may then store the cookie on your hard drive.

FirstAm.comuses stored cookies. The goal of this technology is to better serve you when visiting our site, save you time when you are here and to provide you with a more meaningful and productive Web site experience.

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Fair Information Values

Fairness We consider consumer expectations about their privacy in all our businesses. We only offer products and services that assure a favorable balance between consumer benefits and consumer privacy.

Public Record We believe that an open public record creates significant value for society, enhances consumer choice and creates consumer opportunity. We actively support an open public record and emphasize its importance and contribution to our economy.

Use We believe we should behave responsibly when we use information about a consumer in our business. We will obey the laws governing the collection, use and dissemination of data.

Accuracy We will take reasonable steps to help assure the accuracy of the data we collect, use and disseminate. Where possible, we will take reasonable steps to correct inaccurate information. When, as with the public record, we cannot correct inaccurate information, we will take all reasonable steps to assist consumers in identifying the source of the erroneous data so that the consumer can secure the required corrections.

Education We endeavor to educate the users of our products and services, our employees and others in our industry about the importance of consumer privacy. We will instruct our employees on our fair information values and on the responsible collection and use of data. We will encourage others in our industry to collect and use information in a responsible manner.

Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.

Form 50-PRIVACY (9/1/10)    Page 1 of 1    Privacy Information (2001-2010 First American Financial Corporation)

EX-10.2

Exhibit 10.2

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith redacts the information subject to the confidentiality request. Pages where confidential treatment has been requested are marked “*** Confidential Treatment Requested” and the redacted material has been separately filed with the Securities and Exchange Commission. All redacted material has been marked by three asterisks (***).

LOAN AGREEMENT

by and among

RL VENTURE HOLDING LLC; RL BEND, LLC; RL BOISE, LLC; RL COOS BAY, LLC; RL EUREKA, LLC; RL OLYMPIA, LLC; RL PASCO, LLC; RL PORT ANGELES, LLC; RL POST FALLS, LLC; RL REDDING, LLC; RL RICHLAND, LLC;

RL SALT LAKE, LLC; and RL SPOKANE, LLC, each a Delaware limited liability company individually a Borrower and collectively, the Borrowers,

PACIFIC WESTERN BANK

a California state-chartered bank, as Agent

and

the Lenders party hereto from time to time

TABLE OF CONTENTS

ArticlePage

ARTICLE 1 CERTAIN DEFINITIONS.    5

ARTICLE 2 THE LOAN; INTEREST RATE; PAYMENTS.    30

Section 2.1    Evidence of Loan    30

Section 2.2    Initial Advance of the Loan; Loan Origination Fee    31

Section 2.3    Interest Rate    31

Section 2.4    Past Due Charge and Default Interest Rate    31

Section 2.5    Payments of Principal and Interest; Fees    32

Section 2.6    Maturity Date    33

Section 2.7    Prepayment and Repayment Fees    33

Section 2.8    Indebtedness Absolute; No Offset; Waiver    34

Section 2.9    Lawful Limits    35

Section 2.10    Increased Costs; Capital Adequacy    36

Section 2.11    Interest Rate Protection    37

Section 2.12    Extension of Maturity Date    39

ARTICLE 3 ACCOUNTS AND RESERVES.    41

Section 3.1    Security Grant    41

Section 3.2    Reserves    42

Section 3.3    Operating Account and Lender Account    50

Section 3.4    Application of Operating Revenues    51

ARTICLE 4 REPRESENTATIONS AND WARRANTIES    53

Section 4.1    Representations and Warranties    53

Section 4.2    Continuation of Representations and Warranties    60

ARTICLE 5 BORROWER COVENANTS.    60

Section 5.1    Performance of Obligations    60

Section 5.2    Existence; Compliance with Legal Requirements    60

Section 5.3    Single Purpose Entity    61

Section 5.4    Compliance with Non-Consolidation Opinion Assumptions    61

Section 5.5    ERISA    61

Section 5.6    Defense and Notice of Actions and Certain Other Events    62

Section 5.7    Right of Inspection; Due Diligence    62

Section 5.8    Liens    62

Section 5.9    Further Assurances; Supplemental Affidavits    63

Section 5.10    Financial Reporting    63

Section 5.11    Taxes    66

Section 5.12    Insurance    66

Section 5.13Disposition of Insurance and Condemnation Proceeds and Damages      68

Section 5.14    Maintenance and Preservation of the Property    70

Section 5.15    Membership Interest Sale Price    72

Section 5.16    Proceedings to Enjoin    72

Section 5.17    Distributions    72

Section 5.18    Transfer or Encumbrance of the Property    72

Section 5.19    Leases    73

Section 5.20    Prohibition Against Additional Recordings    74

Section 5.21    Change in Name    74

Section 5.22    Debt Cancellation; Settlement of Claims    75

Section 5.23    Affiliate Transactions    75

Section 5.24    Limitation on Issuance of Equity Interests    75

Section 5.25    Compliance    75

Section 5.26    Debt Service Coverage Ratio    75

Section 5.27    Loan to Value Ratio    75

Section 5.28    Anti-Terrorism; OFAC; Patriot Act    76

Section 5.29    Material Contracts    76

Section 5.30    Limitation on Debt    76

Section 5.31    Interest Rate Protection Agreement    76

Section 5.32    Approved Operating Budget    77

Section 5.33    Replacement Note    77

Section 5.35    Credit Card Processors    78

Section 5.36    Property Management Agreement.    78

Section 5.37    Restrictions on Payment of Affiliate Fees    79

Section 5.38    Contribution Provisions    79

Section 5.39    Loan Assumption    83

Section 5.40    Property Use    83

Section 5.41    Ground Lease    84

ARTICLE 6 DEFAULTS.    85

Section 6.1    Event of Default    85

Section 6.2    Remedies Conferred upon Agent    88

Section 6.3 Right of Agent to Make Advances to Cure Event of Defaults; Obligatory Advances      89

Section 6.4    Payment of Costs, Expenses and Attorneys’ Fees    89

Section 6.5    Remedies Cumulative; No Waiver    90

Section 6.6    Severance    91

Section 6.7    Default Rate    91

ARTICLE 7 MISCELLANEOUS.    92

Section 7.1    Notices    92

Section 7.2    Reimbursement for Expenses    93

Section 7.3    Indemnity    93

Section 7.4    Amendments and Waivers    94

Section 7.5    Invalid Provisions    95

Section 7.6    Loan Agreement Provisions Control over Other Instruments    95

Section 7.7    Approvals; Third Parties; Conditions    95

Section 7.8    Agent Not in Control; No Partnership    95

Section 7.9    Time of the Essence    96

Section 7.10    Successors and Assigns    96

Section 7.11    Renewal, Extension or Rearrangement    96

Section 7.12    Cumulative Rights    96

Section 7.13    Singular and Plural; Phases; Construction.    97

Section 7.14    Exhibits; Schedules; and Recitals    97

Section 7.15    Titles of Articles, Sections and Subsections    97

Section 7.16    Survival    97

Section 7.17    Representation by Legal Counsel    97

Section 7.18    Waiver of Jury Trial    97

Section 7.19    Governing Law    98

Section 7.20    Waivers    99

Section 7.21    Entire Agreement    99

Section 7.22    Injunctive Relief    99

Section 7.23    Counterparts    99

Section 7.24    Joint and Several    100

Section 7.25    Assignments, Participations, and Syndications    101

Section 7.26 Limitation on Liability of Agent’s and Lenders’ Members, Employees, etc      104

Section 7.27    Confidentiality and Publicity    104

Section 7.28    Estoppel Certificates    105

Section 7.29    Retention of Servicer    105

Section 7.30    Taxes    105

Section 7.31    Refinancing Right of First Offer    107

ARTICLE 8 ADMINISTRATIVE AGENT.    107

Section 8.1    Appointment and Authorization    107

Section 8.2    Agent to act as Agent    108

Section 8.3    Agent’s Reliance, Etc    109

Section 8.4    Indemnification of Agent    109

Section 8.5    Removal and Resignation    110

Section 8.6    Notice of Defaults    111

Section 8.7    Expenses    111

EXHIBITS

Exhibit A    Legal Description of the Properties Exhibit A-1    Legal Description of the Bend Property Exhibit A-2    Legal Description of the Boise Property

Exhibit A-3    Legal Description of the Coos Bay Property Exhibit A-4    Legal Description of the Eureka Property Exhibit A-5    Legal Description of the Olympia Property Exhibit A-6    Legal Description of the Pasco Property Exhibit A-7    Legal Description of the Port Angeles Property Exhibit A-8    Legal Description of the Post Falls Property Exhibit A-9    Legal Description of the Redding Property Exhibit A-10    Legal Description of the Richland Property Exhibit A-11    Legal Description of the Salt Lake Property Exhibit A-12    Legal Description of the Spokane Property Exhibit B    Draw Procedures

Exhibit C    Definition of Single Purpose Entity

Exhibit D    Insurance Policies

Exhibit E    Allocated Loan Amount

Exhibit F    Property Improvement Plan and Budget

SCHEDULES

Schedule A    Operating Accounts (PropCo Borrowers)

Schedule B    Surveys

Schedule 1.1(d)    Environmental Reports Schedule 3.2(d)    Deferred Maintenance Items Schedule 4.1(b)    Organizational Chart

Schedule 4.1(q)    Permitted Debt (Trade Payables)

Schedule 4.1(bb)    Rent Roll

Schedule 4.1(dd)    Material Contracts

Schedule 5.32(b)    Operating Budget 2014

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) is entered into as of January 15, 2015, by RL VENTURE HOLDING LLC, a Delaware limited liability company (“Holding”), RL BEND, LLC, a Delaware limited liability company (“Bend PropCo”), RL BOISE, LLC, a Delaware limited liability company (“Boise PropCo”), RL COOS BAY, LLC, a Delaware limited liability company (“Coos Bay PropCo”), RL EUREKA, LLC, a Delaware limited liability company (“Eureka PropCo”), RL OLYMPIA, LLC, a Delaware limited liability company (“Olympia PropCo”), RL PASCO, LLC, a Delaware limited liability company (“Pasco PropCo”), RL PORT ANGELES, LLC, a Delaware limited liability company (“PortAngeles PropCo”), RL POST FALLS, LLC, a Delaware limited liability company (“PostFalls PropCo”), RL REDDING, LLC, a Delaware limited liability company (“ReddingPropCo”), RL RICHLAND, LLC, a Delaware limited liability company (“RichlandPropCo”), RL SALT LAKE, LLC, a Delaware limited liability company (“Salt LakePropCo”), RL SPOKANE, LLC, a Delaware limited liability company (“Spokane PropCo”, and together with Holding, Bend PropCo, Boise PropCo, Coos Bay PropCo, Eureka PropCo, Olympia PropCo, Pasco PropCo, Port Angeles PropCo, Post Falls PropCo, Redding PropCo, Richland PropCo and Salt Lake PropCo and their permitted successors and assigns, jointly and severally, individually and collectively, “Borrower”, and collectively, “Borrowers”), the financial institution(s) listed on the signature pages hereof and their respective permitted successors and assigns (each individually a “Lender” and referred to herein collectively as the “Lenders”) and PACIFIC WESTERN BANK, a California state-chartered bank, its successors and assigns, for itself as a Lender and as administrative agent for the Lenders (in such capacity, “Agent”).

R E C I T A L S

WHEREAS, Borrower has requested that Lender make a loan in the maximum principal amount of Eighty Million and 00/100 Dollars ($80,000,000.00) (the “Loan”) to be secured by, among other things, a first lien deed of trust and/or mortgage on each of those certain real properties legally described on Exhibit Aattached hereto; and

WHEREAS, Lenders have agreed to make the Loan upon completion of Lenders’ standard legal and business due diligence, satisfaction by Borrower of all the conditions precedent and receipt of final loan documents acceptable to Agent, Lenders and Borrower.

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, Agent, Lenders and Borrower hereby agree as follows.

ARTICLE 1 CERTAIN DEFINITIONS.

As used herein, the following terms have the meanings indicated:

“Acceptable Counterparty” has the meaning given to such term in Section 2.11(a).

“Affiliate” means, with respect to any Borrower Party: (i) any other Borrower Party, or

(ii) any Person that directly or indirectly (a) owns (excluding ownership of any Equity Interests that are publicly-traded) more than ten percent (10%) of, or (b) is Controlling, Controlled by, or under direct or indirect common Control with, Borrower or any Borrower Party (except for Control by ownership of Equity Interests that are publicly-traded), or (iii) any director, officer or manager of any Person described in subsection (i)or (ii)above (other than a Person the Equity Interests in which are publicly-traded). The term “Affiliate” when used with reference to Agent means any entity that Controls, is Controlled by, or is under direct or indirect common Control with, Agent. The term “Affiliate” when used with reference to any Lender means any entity that Controls, is Controlled by, or is under direct or indirect common Control with, such Lender.

“Agent” has the meaning given to such term in the introductory paragraph of this Agreement.

“Agent’s Construction Consultant” means any Person retained by Agent, in its Permitted Discretion, as a construction consultant in relation to any Property.

“Agreement” has the meaning given to such term in the introductory paragraph of this Agreement.

“Aggregate Yield Amount” means, on any date of determination, the aggregate amount of all interest payments made at any time at or prior to such date of determination under this Agreement and received by Agent.

“Allocated Loan Amount” means the portion of the Loan allocated to each Property as set forth on Exhibit E, attached hereto and made a part hereof (it being understood that the Allocated Loan Amount for a Property shall not take into account the amount of funds remaining in the PIP Reserve relating to such Property).

“Alteration” has the meaning given to such term in Section 5.14(b).

“Appraisal” means a written statement independently and impartially prepared by a qualified appraiser, setting forth an opinion as to the “as-is” market value of the applicable Property that is (i) dated not more than sixty (60) days prior to the applicable date of calculation required pursuant to the terms of this Agreement, (ii) addressed to Agent, its successors and assigns, and Lenders and their successors and assigns, and (iii) made in compliance with the requirements of Title XI of the Federal Institutions Reform, Recovery, and Enforcement Act of 1989 and the Uniform Standards of Professional Appraisal Practice which are maintained by the Appraisal Standards Board of the Appraisal Foundation. As used herein, an Appraisal shall also mean any written supplement or update of a prior Appraisal, that otherwise satisfies the conditions set forth in this definition.

“Approved Expenses” means any reasonable out of pocket expenses (other than Protective Advances) incurred by Agent with respect to the administration, enforcement, modification, amendment, restructure or collection of the Loan (including, without limitation, any such actions taken with respect to the Collateral securing the Loan).

“Approved Leases” means, collectively, (i) Leases described on the Rent Roll as of the Closing Date, (ii) each Approved Leasing Parameters Lease, and (iii) any other Leases approved in writing by Agent.

“Approved Leasing Parameters Lease” means a Lease which (i) provides for automatic self-operative subordination to the Security Instrument and attornment to Agent,

(ii)does not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of any Property), any requirement for a non-disturbance or recognition agreement, or any other provision which might adversely affect the rights of Agent under the Loan Documents in any material respect, (iii) is not a Major Lease and (iv) contains a prohibition on the production, distribution or sale of marijuana, cannabis or their byproducts.

“Approved Operating Budget” means an operating expense budget submitted to Agent pursuant to Section 5.32(a), which may be subject to Agent’s written approval pursuant to Section 5.32(c), showing, for the forthcoming calendar year, in reasonable detail, each line item of each Borrower’s anticipated Operating Expenses, including amounts required to establish, maintain and/or increase any monthly payments required hereunder.

“Approved Operating Expenses” means the Operating Expenses for the Portfolio that are included in the current Approved Operating Budget or that have otherwise been approved by Agent in writing in its Permitted Discretion.

“Assignment of Agreements” means that certain Assignment of Agreements made by Borrowers to Agent for the benefit of the Lenders of even date herewith as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Assignment of Interest Rate Agreement” means that certain Assignment of Interest Rate Protection Agreement made by Holding to Agent for the benefit of the Lenders of even date herewith, and consented to by an Acceptable Counterparty, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Assignment of Management Agreement” means, collectively, each Collateral Assignment and Subordination of Property Management Agreement dated on or about the date hereof made by PropCo Borrowers and Property Manager to Agent for the benefit of the Lenders of even date herewith, as the same may be modified, amended or restated from time to time.

“Assignment of Rents” means, collectively, (i) that certain Assignment of Rents executed by Bend PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (ii) that certain Assignment of Rents executed by Boise PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (iii) that certain Assignment of Rents executed by Coos Bay PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (iv) that certain Assignment of Rents executed by Eureka PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (v) that certain Assignment of Rents executed by Olympia PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (vi) that certain Assignment of Rents executed by Pasco PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (vii) that certain Assignment of Rents executed by Port Angeles

PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (viii) that certain Assignment of Rents executed by Post Falls PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (ix) that certain Assignment of Rents executed by Redding PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (x) that certain Assignment of Rents executed by Richland PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (xi) that certain Assignment of Rents executed by Salt Lake PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (xii) that certain Assignment of Rents executed by Spokane PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, each as recorded in the jurisdiction where the Property encumbered thereby is located and as may be amended, restated, extended or supplemented from time to time.

“Bank Products Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management or depositary arrangements entered into between any Borrower and a Lender or an Affiliate of a Lender, in its separate capacity as a provider of such cash management services provided for in such Bank Products Agreement.

“Bankruptcy Proceeding” has the meaning given to such term in Section 6.1(f)(i).

Land.

“Bend Building” means the 75-key “Red Lion Hotel” flagged hotel located on the Bend

“Bend Land” means that certain parcel or parcels of real estate located in Bend, Oregon, legally described in Exhibit A-1to this Agreement, together with all easements and other rights appurtenant thereto.

“Bend PropCo” has the meaning given to such term in the introductory paragraph of this Agreement.

“Bend Property” means the Bend Land, Bend Building and all Improvements, Personal Property, Fixtures and related facilities and amenities, now or hereafter located on, or relating to the Bend Land and the operation thereof, but excluding any removable personal property owned by any occupant thereof other than Bend PropCo on the date in question.

“Boise Building” means the 182-key “Red Lion Hotel” flagged hotel located on the Boise Land.

“Boise Land” means that certain parcel or parcels of real estate located in Boise, Idaho, legally described in Exhibit A-2to this Agreement, together with all easements and other rights appurtenant thereto.

“Boise PropCo” has the meaning given to such term in the introductory paragraph of this Agreement.

“Boise Property” means the Boise Land, Boise Building and all Improvements, Personal Property, Fixtures and related facilities and amenities, now or hereafter located on, or relating to the Boise Land and the operation thereof, but excluding any removable personal property owned by any occupant thereof other than Boise PropCo on the date in question.

“Borrower” and “Borrowers” have the meanings given to such terms in the introductory paragraph.

“Borrower Party” means, individually and collectively, Borrowers, Parent and Guarantor.

“Business Day” means (i) any day that is not a Saturday, Sunday or other day on which commercial banks in California and New York City are authorized or required by law to remain closed and (ii) with respect to all notices, determinations, fundings and payments in connection with the LIBOR Rate, any day which is a business day described in clause (i)and which is also a day open for trading by and between banks in dollar deposits in the London interbank market.

“Calculation Date” means the date on which Agent determines, based on the monthly reporting required pursuant to Section 5.10(d), the Debt Service Coverage Ratio for the immediately preceding Quarter(s).

“Cash Management Bank” means Wells Fargo Bank, or such other bank as Borrower may request and approved by Agent in its sole discretion.

“Change in Law” means (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender (or, for purposes of Section 2.10by any lending office of such Lender or by its holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date.

“Claims” means any and all liabilities, obligations, losses, damages, penalties, claims, actions, litigation, proceedings, investigations, judgments, suits, fees, costs, expenses, charges, advances and disbursements of any kind (including, without limitation, reasonable fees, costs, expenses and charges of counsel) resulting from the assertion of a claim.

“Closing” means the consummation of the Loan on the Closing Date upon satisfaction of the conditions thereto as determined by Agent in its sole discretion.

“Closing Escrow Agreement” means those certain letters from Arent Fox LLP, Davis Wright Tremaine LLP and Duane Morris LLP to First American Title Insurance Company, dated as of the Closing Date, regarding the Contribution (as defined therein), this Loan and the Membership Interest Sale.

“Closing Date” means the date of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended (or any corresponding provision or provisions of any succeeding law).

“Collateral” means all collateral now or hereafter securing or intended to secure the Obligations, including each Property and all other assets of Borrowers and all other property in which a lien has been granted to Agent pursuant to any of the Loan Documents.

“Completion Date” means the date which is two (2) years after the Closing Date, subject to an extension for a period equal to the duration of any Force Majeure Event with respect to the affected Property only.

“Completion Guaranty” means that certain Completion Guaranty of even date herewith executed by RLH in favor of Agent for the benefit of Lenders, together with, upon closing on the Membership Interest Sale, that certain Joinder to Completion Guaranty, executed by each Joinder Guarantor, as the same may be modified, amended or restated from time to time.

“Confidential Information” has the meaning given to such term in Section 7.27(b).

Rate.

“Contract Rate” means a rate per annum equal to the LIBOR Margin plus the LIBOR

“Control” and any derivative of such term, including “Controlling” and “Controlled”, means, when used with respect to any Person, (i) the direct or indirect beneficial ownership of fifty-one percent (51%) or more of the outstanding voting securities or voting equity of such Person or (ii) the power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Construction Contract” means any general contracts, subcontracts, architects agreements, vendor and other contracts entered into by any Borrower or Property Manager with respect to any Property and the Property Improvements.

“Coos Bay Building” means the 144-key “Red Lion Hotel” flagged hotel located on the Coos Bay Land.

“Coos Bay Land” means that certain parcel or parcels of real estate located in Coos Bay, Oregon, legally described in Exhibit A-3to this Agreement, together with all easements and other rights appurtenant thereto.

“Coos Bay PropCo” has the meaning given to such term in the introductory paragraph of this Agreement.

“Coos Bay Property” means the Boise Land, Boise Building and all Improvements, Personal Property, Fixtures and related facilities and amenities, now or hereafter located on, or relating to the Coos Bay Land and the operation thereof, but excluding any removable personal property owned by any occupant thereof other than Coos Bay PropCo on the date in question.

“Covered Taxes” has the meaning given to such term in Section 7.30(a). “Credit Card Processor” means Elavon, Inc.

“Debt” means, for any Person, without duplication: (a) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property or services for which such Person or its assets is liable, (b) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable, if such amounts were advanced under such loan agreement or credit facility or if

such letter of credit was issued, (c) all amounts required by such Person as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests, (d) all indebtedness guaranteed by such Person, directly or indirectly, (e) all obligations under leases (including capital leases) for which such Person is liable, and (f) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss.

“Debt Service” means, for any period of time, the sum of all scheduled principal (if any) and interest payments on the Loan that are due and payable during such period of time.

“Debt Service Coverage Ratio” means, as of any date of determination, the ratio calculated by Agent of:

(i)(A) the Operating Revenues for the most recently-completed twelve (12) calendar months; less

(B) (1) the Operating Expenses for the most recently-completed twelve (12) calendar months; to

(ii)the DSCR Debt Service payable for the twelve (12) month period beginning with the most recently-completed calendar month.

Debt Service Coverage Ratio shall be determined by Agent based on the financial information provided to Agent by Borrowers and reviewed (and if Agent so elects, verified) by Agent. Agent’s determination shall be binding upon Borrowers absent manifest error.

“Debt Yield” means, as of any date of determination, the ratio calculated by Agent of:

(i)(A) the Operating Revenues for the most recently-completed twelve (12) calendar months; less

(B) (1) the Operating Expenses for the most recently-completed twelve (12) calendar months; to

(ii)the outstanding principal amount of the Loan, plusall accrued and unpaid interest thereon at the Contract Rate.

Debt Yield shall be determined by Agent based on the financial information provided to Agent by Borrowers and reviewed (and if Agent so elects, verified) by Agent. Agent’s determination shall be binding upon Borrowers absent manifest error.

“Default” means the occurrence of any event, circumstance or condition which constitutes a breach of or a default under any Loan Document and which, after the giving of any required notice and/or the passage of any applicable cure period, would constitute an Event of Default under this Agreement or any other Loan Document.

*** Confidential Treatment Requested

“Default Rate” means a rate per annum equal to the lesser of (i) five percent (5%) over the Contract Rate, or (ii) the maximum rate of interest permitted to be charged by applicable laws or regulation governing this Agreement until paid, such additional interest to be compounded monthly.

“Deferred Maintenance Items” has the meaning given to such term in Section 3.2(c). “Deferred Maintenance Reserve” has the meaning given to such term in Section 3.2(c). “Disbursement Request” has the meaning give to such term on Exhibit B. “Distribution” means any distribution of cash by any Borrower or Parent to any Person

having any direct or indirect legal or beneficial interest in any Borrower or Parent, pursuant to such Person’s interest in any Borrower or Parent. The transfers made to RLH pursuant to the terms of that certain Contribution Agreement between RLH and Holding of substantially even date shall not be deemed to be Distributions.

“DSCR Cash Management Period” means the period commencing as of any Calculation Date that the Debt Service Coverage Ratio for the Quarter immediately preceding such Calculation Date is less than 1.50:1.0, and ending upon the earlier to occur of (i) the Calculation Date that Agent determines that the Debt Service Coverage Ratio was equal to or exceeded 1.50:1.0 for the two consecutive Quarters immediately preceding such Calculation Date or (ii) the date upon which Borrowers make a partial prepayment of principal pursuant to Section 3.4(d)within ten (10) Business Days after Agent notifies Borrowers that such DSCR Cash Management Period has commenced, resulting in the Debt Service Coverage Ratio being increased to not less than 1.50:1.0.

“DSCR Debt Service” means, for any period of time, the greater of (a) the sum of (i) all scheduled principal payments on the Loan that are due and payable during such period of time, plus(ii) all interest payments on the Loan that would be due and payable during such period of time based on the Contract Rate in effect on such date of determination; and (b) the principal and interest payments that would be due and payable during such period of time based upon a loan constant of *** multiplied by the outstanding principal balance of the Loan on the date such DSCR Debt Service is calculated.

“Encroachment Permits” has the meaning given to such term in Section 5.40(c). “Environmental Assessment” means, as of the Closing Date, the Environmental

Reports, and after the Closing Date, (i) a “Phase I” environmental site assessment, completed in accordance with ASTM Practice Standard E1527-05, with respect to a Property covering substantially the same matters covered in the Environmental Reports and such other matters which at the time of a subsequent Environmental Assessment are customarily included in “Phase I” environmental site assessments prepared for institutional lenders, and (ii) if required under the Loan Documents, a “Phase II” or “Phase III” environmental audit covering such matters as Agent may require, and in the case of both (i) and (ii) above, otherwise in scope acceptable to Agent in its Permitted Discretion. Subsequent Environmental Assessments shall be addressed to Agent and/or Agent’s designee and shall be in form and substance satisfactory to Agent in Agent’s Permitted Discretion.

*** Confidential Treatment Requested

“Environmental Indemnity” means the Environmental Indemnity Agreement dated as of even date herewith executed by Borrowers and RLH in favor of Agent for the benefit of the Lenders, together with, upon closing on the Membership Interest Sale, that certain Joinder to Environmental Indemnity Agreement, executed by each Joinder Guarantor, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Environmental Proceedings” has the meaning given to such term in Section 4.1(o)(iii). “Environmental Reports” means collectively the reports identified on Schedule 1.1(d)

attached hereto.

“Environmental Reserve” has the meaning given to such term in Section 3.2(f).

“Equity Interests” means, with respect to any Person, its equity ownership interests, its membership interests, its common stock and any other capital stock or other equity ownership units of such Person authorized from time to time, and any other shares, options, interests, participations or other equivalents (however designated) of or in such Person, whether voting or nonvoting, including, without limitation, common stock, options, warrants, preferred stock, phantom stock, membership units (common or preferred), stock appreciation rights, membership unit appreciation rights, convertible notes or debentures, stock purchase rights, membership unit purchase rights and all securities convertible, exercisable or exchangeable, in whole or in part, into any one or more of the foregoing.

“ERISA” has the meaning given to such term in Section 4.1(m).

“Eureka Building” means the 175-key “Red Lion Hotel” flagged hotel located on the Eureka Land.

“Eureka Land” means that certain parcel or parcels of real estate located in Eureka, California, legally described in Exhibit A-4to this Agreement, together with all easements and other rights appurtenant thereto.

“Eureka PropCo” has the meaning given to such term in the introductory paragraph of this Agreement.

“Eureka Property” means the Eureka Land, Eureka Building and all Improvements, Personal Property, Fixtures and related facilities and amenities, now or hereafter located on, or relating to the Eureka Land and the operation thereof, but excluding any removable personal property owned by any occupant thereof other than Eureka PropCo on the date in question.

“Event of Default” has the meaning given to such term in Section 6.1.

“Exit Fee” means an amount equal to ***.

“Falcon Investors” means Falcon Investors, LLC, a New York limited liability company.

“FF&E” means furniture, fixtures and equipment to be installed and/or used in connection with the Properties in accordance with this Agreement.

“FF&E Deposit Amount” means, with respect to any Monthly Payment Date, an amount for each Property equal to the greater of (i) four percent (4%) of Gross Revenues for such Property; or (ii) such amounts, if any, as may be required as of such date for FF&E pursuant the Franchise Agreement, if any, governing the Property. The FF&E Deposit Amount for any Monthly Payment Date shall be determined using the Gross Revenues for the calendar month second preceding the current Monthly Payment Date (for example, and without limitation, the Gross Revenues calculated with respect to the FF&E Deposit Amount on the Monthly Payment Date in November of any year shall use the Gross Revenues of the Properties for the month of September of such year, as reported to Agent pursuant to Section 5.10(d)).

“FF&E Reserve” shall have the meaning given to such term in Section 3.2(d).

“Final Bucket PIP Backup” shall have the meaning given to such term in Section3.2(a)(ii)(D).

“Final PIP Bucket” shall have the meaning given to such term in Section 3.2(a)(ii)(D). “First PIP Bucket” shall have the meaning given to such term in Section 3.2(a)(ii)(A). “Fixtures” has the meaning given to such term in the Security Instrument.

“Force Majeure” means with respect to the Property, a delay directly affecting the Property, caused by unusually adverse weather conditions which have not been taken into account in the construction schedule, fire, earthquake or other acts of God, shortages or unavailability of labor or materials, strikes, lockouts, war, acts of terrorism, acts of public enemy, riots or insurrections or any other unforeseen circumstances or events beyond the reasonable control of Borrower, and as to which Borrower notifies Agent in writing within fifteen (15) days after such occurrence. Notwithstanding the foregoing, Force Majeure does not include financial circumstances or events or matters which may be resolved solely by Borrower by the payment of money. In no event shall Force Majeure delays with respect to the Property exceed a total of ninety (90) days in the aggregate without Agent’s approval in its Permitted Discretion.

“Franchise Agreement” means any franchise agreement entered into between Franchisor and a Borrower upon the termination of a Property Management Agreement, if any.

“Franchisor” means Red Lion Hotels Franchising, Inc., a Washington corporation, or such other Person as Agent may approve in its sole discretion.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means any federal, state, foreign, county, city, or municipal government, or political subdivision thereof, any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body, or any court or administrative tribunal, whether now or hereafter in existence, and that has jurisdiction over any Borrower Party or any Property.

“Gross Revenues” means, with respect to the Portfolio for any period, all Operating Revenues and other income, rents, additional rents, revenues, cash receipts, parking revenues, issues, profits, proceeds of the sale of a portion of the Portfolio, and other items of revenue derived by the applicable Borrower from the Portfolio from any source, including, without limitation, all revenues collected from vending machines and any concessions.

“Ground Lease” means that certain Lease and Option between Ground Lessor and Boise PropCo covering such portion of the Boise Property as identified therein.

“Ground Lease Rent” means the monthly rent described in the Ground Lease. “Ground Lessor” means Rosemary Hill or her assigns.

“Guarantor” means (i) RLH, (ii) upon closing on the Membership Interest Sale, each Joinder Guarantor, and (iii) any other Person who now or hereafter guarantees any or all of the Obligations. Wherever the term Guarantor is used said term shall mean, as applicable, each one or more of the Persons who comprise Guarantor.

“Guaranty” means, individually and collectively, (i) the Indemnity Guaranty, (ii) the Completion Guaranty and (iii) any other guaranty agreement executed by a Guarantor in connection with the Loan, as each may be modified, amended or restated from time to time.

“Hazardous Materials” means any chemical, substance, object, condition, material or waste that is or may be hazardous to human health or safety or to the environment, due to its radioactivity, ignitability, corrosivity, flammability, toxicity, infectiousness or other harmful properties or effects, including all chemicals, substances, materials and wastes that are now or hereafter may be regulated in any manner, classified as dangerous, hazardous or toxic, or as pollutants or contaminants, or to which exposure is prohibited or restricted by any federal, state or local government or public agency, board, body or authority or by any Hazardous Materials Law. Hazardous Materials include flammable explosives, radioactive materials, polychlorinated biphenyls, asbestos, mold, radon, toxic substances (including, without limitation, Toxic Mold) or other related materials whether in the form of a chemical, element, compound, solution, mixture or otherwise, including those materials defined as “hazardous substances”, “hazardous materials”, “toxic substances”, “air pollutants”, “toxic pollutants”, “hazardous wastes”, “extremely hazardous waste” or “restricted hazardous waste” by any Hazardous Materials Law.

“Hazardous Materials Law” means any federal, state, or local law, ordinance or regulation or any rule adopted or guideline promulgated pursuant thereto, or any order, ruling or directive of any federal, state, local, executive, judicial, legislative, administrative or other governmental or public agency, board, body or authority relating to health (including Toxic Mold), industrial hygiene, the environment, or, to the extent relating to Hazardous Materials or environmental matters, the occupational or environmental conditions on, under or about the

subject Property (including ambient air, soil, soil vapor, groundwater, surface water or land use), whether now or hereafter in force, including those relating to the release, emission or discharge of Hazardous Materials, those in connection with the construction, fuel supply, power generation and transmission, waste disposal or any other operations or processes relating to the subject Property. Hazardous Materials Law shall include, but not be limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Emergency Planning and Community Right-to-Know Act, the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Solid Waste Disposal Act, the Clean Water Act and the Clean Air Act, as the same are now or hereafter amended.

“Holding” has the meaning given to such term in the introductory paragraph of this Agreement.

“Holding Operating Account” means account numbers 4806078440, 4040744310 and 4040744328 held at Cash Management Bank in the name of Holding.

“Hotel Transactions” means, collectively (i) occupancy arrangements for customary hotel transactions in the ordinary course of Borrowers’ business conducted at the hotel located at each Property, including nightly rentals (or licensing) of individual hotel rooms or suites, banquet room use and food and beverage services and (ii) informational or guest services which are terminable on one month’s notice or less without cause and without penalty or premium including co-marketing, promotional services and outsourced services.

“Improvements” means any building, structures, fixtures and other improvements now or hereafter located on the Land and which are owned by Borrowers.

“In Balance” has the meaning given to such term in Section 3.2(a)(vi).

“In Balance Shortfall” has the meaning given to such term in Section 3.2(a)(vi). “Indebtedness” means, for any Person, without duplication, all present and future

indebtedness, whether direct or contingent, funded or unfunded, evidenced by or arising under this Agreement with respect to the Loan, or under any other Loan Document, together with interest thereon and all other sums due to any Lender in respect of the Loan under any Loan Document (including sums added to the principal balance of the Loan in accordance with the terms of any Loan Document, all Protective Advances, Prepayment Premiums, Past Due Charges, Loan Administration Fees, Loan Expenses and all other charges, fees, costs and expenses payable pursuant to any Loan Document).

“Indemnifiable Amounts” has the meaning given to such term in Section 8.4. “Indemnified Liabilities” has the meaning given to such term in Section 7.3. “Indemnified Persons” means Agent, each Lender, any Servicer, any Transferee and

their respective Affiliates, officers, directors, shareholders, employees, agents, accountants and attorneys.

“Indemnity Guaranty” means that certain Indemnity Guaranty of even date herewith executed by RLH in favor of Agent for the benefit of Lenders, together with, upon closing on the Membership Interest Sale, that certain Joinder to Indemnity Guaranty, executed by each Joinder Guarantor, as the same may be modified, amended or restated from time to time.

“Initial Advance” has the meaning given to such term in Section 2.2.

“Insurance Premiums” has the meaning given to such term in Section 3.2(c)(ii)of this Agreement.

“Insurance Reserve” has the meaning given to such term in Section 3.2(b)(ii)of this Agreement.

“Interest Rate Protection Agreement” has the meaning given to such term in Section

2.11.

“Joinder Guarantor” means, individually and collectively, Steven Fishman, an individual, Payday Partners, LLC, a Delaware limited liability company, Falcon Investors and Shelbourne Capital.

“Land” means, individually and collectively, Bend Land, Boise Land, Coos Bay Land, Eureka Land, Olympia Land, Pasco Land, Port Angeles Land, Post Falls Land, Redding Land, Richland Land, Salt Lake Land and Spokane Land, together with all easements and other rights appurtenant thereto.

“Lease” means any lease, license or agreement (excluding any which is terminable upon notice by Borrower of not more than thirty (30) days) for use of any part of a subject Property; provided, however, as used herein, the term “Lease” shall not include Hotel Transactions.

“Legal Requirements” means all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting any Borrower, any Guarantor or a Property or any part thereof or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the Americans with Disabilities Act of 1990, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to any Borrower or any Guarantor at any time in force affecting any Borrower, any Guarantor or a Property or any part thereof, including, without limitation, any which may (i) require repairs, modifications or alterations in or to such Property or any part thereof, or (ii) in any way limit the use and enjoyment thereof.

“Lender” or “Lenders” have the meanings given to such terms in the introductory paragraph of this Agreement.

“Lender Account” means any one or more deposit accounts established in the name of Lender from time to time at a deposit bank of Lender’s election.

“LIBOR Margin” means four and three-quarters of one percent (4.75%) per annum.

“LIBOR Rate” means a rate per annum equal to the rate of interest which is identified and normally published by Bloomberg Professional Service page USD-LIBOR-ICE as the offered rate for loans in United States dollars for a one (1) month period, rounded upwards, if necessary, to the nearest 1/100 of 1%. Such rate shall be the rate set by the ICE Benchmark Administration as of 11:00 a.m. (London time) on the day which is two (2) Business Days prior to each Monthly Payment Date and effective on each such Monthly Payment Date. If Bloomberg Professional Service (or another nationally-recognized rate reporting source acceptable to Agent) no longer reports the LIBOR Rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market or if such index no longer exists or if page USD-LIBOR-ICE no longer exists or accurately reflects the rate available to Agent in the London Interbank Market, Agent may select a replacement index or replacement page, as the case may be. Notwithstanding the foregoing, in no event shall the LIBOR Rate be an amount less than one-quarter of one percent (0.25%).

“Lien” means any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, preference, assignment, security interest or any other encumbrance, charge or transfer of, or any agreement to enter into or create any of the foregoing, on or affecting all or any part of a Property or any interest therein, or any direct interest in any Borrower, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances; provided, however, that “Lien” shall not include any Permitted Exceptions.

“Loan” has the meaning given to such term in the Recitals.

“Loan Administration Fee” has the meaning given to such term in Section 2.5(c). “Loan Documents” means: this Agreement; the Note or Notes; each Guaranty; the

Environmental Indemnity; each Security Instrument; each Assignment of Rents; the Operating Account Agreement; the Assignment of Agreements; the Pledge Agreement; the Assignment of Management Agreement; the Assignment of Interest Rate Agreement; the Post-Closing Agreement; the Closing Escrow Agreement; the Uniform Commercial Code financing statements; such estoppel certificates and subordination, nondisturbance and attornment agreements to which any Borrower is a party regarding any existing Leases as may be required or otherwise requested by Agent; all other documents evidencing, securing, governing or otherwise pertaining to the Loan and the other Obligations, including but not limited to any Note executed by Borrowers, any post-closing agreement by and between Borrowers and Agent (but excluding any agreement exclusively among Agent and Lenders) and all amendments, restatements, modifications, renewals, substitutions and replacements of any of the foregoing.

“Loan Expenses” means all amounts described in Section 7.2of this Agreement and any other costs or expenses identified as Loan Expenses in this Agreement or any other Loan Document.

“Loan Origination Fee” has the meaning given to such term in Section 2.2.

“Loan Proceeds” means all amounts advanced as part of the Loan, whether advanced directly to Borrowers or otherwise.

“Loan to Value Ratio” means, as of any date of determination, the ratio computed as follows: (i) the numerator of the ratio shall be equal to the outstanding principal balance of the Loan and (ii) the denominator of the ratio shall be the aggregate “as is” value of the Portfolio based upon Appraisals.

“Mandated Plan” has the meaning given to such term in Section 5.40(f).

“Major FF&E” means any FF&E and other capital expenditures requiring material installation or construction work to be performed, including, without limitation, work to mechanical systems and boilers, building systems, elevators, roofing and structures.

“Major Lease” means any Lease which covers or would demise 1,500 rentable square feet or more of space at a Property.

“Marina Lease” has the meaning given to such term in Section 5.40(c).

“Material Adverse Change” means any development, event, condition, obligation, liability or circumstance or set of events, conditions, obligations, liabilities or circumstances or any change(s) which, as determined by Agent in the exercise of Permitted Discretion:

(a)has prevented or materially impeded or limited, or reasonably could be expected to prevent or materially impede or limit, the enforceability or validity of any Loan Document, the perfection or priority of any Lien created under any Loan Document or the remedies of Agent under any Loan Document;

(b)has been, or reasonably could be expected to be, material and adverse to the ownership, use enjoyment or value of any material portion of the Collateral taken as a whole, or to the business, operations, prospects, properties, assets, liabilities or condition (financial or otherwise) of any Borrower or any Guarantor taken as a whole; or

(c)has materially impaired, or reasonably could be expected to materially impair, the ability of any Borrower or any Guarantor, taken as a whole, to pay or perform any of its respective Obligations under the Loan Documents.

“Material Contract” means each Property Management Agreement, any Franchise Agreement and, other than Construction Contracts, each contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of any Property or any other contract and/or agreement for a Property, in each case that provides for payments to or by any Borrower or the Property Manager in excess of $200,000 per annum.

“Material Subcontract” means each subcontract for Property Improvements that provides for payments to or by any Borrower in excess of $200,000.

“Maturity Date” means the Monthly Payment Date in January 2019 (as such Maturity Date may be extended pursuant to Section 2.12hereof) or such earlier date on which the final payment of principal of the Loan becomes due and payable as herein provided, whether by declaration of acceleration, or otherwise.

“Maximum Loan Amount” means $80,000,000.

“Membership Interest Sale” means the sale and transfer of forty-five percent (45%) of the Equity Interests of Parent by RLH to Shelbourne Investors.

“Membership Interest Sale Price” means a cash purchase price (including transaction expenses) for the Membership Interest Sale of not less than $18,500,000.

“Minimum Interest” means Six Million and No/100 Dollars ($6,000,000.00).

“Monthly Payment Date” means the 20th day of each calendar month (or, if such 20th day is not a Business Day, then the first Business Day thereafter).

“New Lending Office” has the meaning given to such term in Section 7.30(f).

“Note” or “Notes” means any promissory note or notes, in form and substance satisfactory to Agent in its sole discretion, executed and delivered by Borrowers and payable to the order of Agent, for the benefit of Lenders, in an aggregate principal amount equal to the stated principal amount of the Loan.

“Obligations” means the Indebtedness and all other obligations (other than payment of the Indebtedness) of any Borrower Party under any of the Loan Documents or under any Bank Products Agreement.

“Obligors” has the meaning given to such term in Section 2.8.

“OFAC” means the U.S. Department of Treasury’s Office of Foreign Asset Control. “Olympia Building” means the 192-key “Red Lion Hotel” flagged hotel located on the

Olympia Land.

“Olympia Land” means that certain parcel or parcels of real estate located in Olympia, Washington, legally described in Exhibit A-5to this Agreement, together with all easements and other rights appurtenant thereto.

“Olympia PropCo” has the meaning given to such term in the introductory paragraph of this Agreement.

“Olympia Property” means the Olympia Land, Olympia Building and all Improvements, Personal Property, Fixtures and related facilities and amenities, now or hereafter located on, or relating to the Olympia Land and the operation thereof, but excluding any removable personal property owned by any occupant thereof other than Olympia PropCo on the date in question.

“Operating Account” means those accounts with account numbers set forth on Schedule A and held at Cash Management Bank in the name of the applicable Borrower, set forth on Schedule A.

“Operating Account Agreement” means that certain Blocked Account Control Agreement (Shifting Control) dated on or about the date hereof among Borrowers, Agent and Cash Management Bank, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“Operating Cash Flow” means, during any applicable period of time, all Operating Revenues from the Portfolio less Operating Expenses for the Portfolio.

“Operating Expenses” means, with respect to the period being measured, all reasonable and necessary expenses of operating the Portfolio in the ordinary course of business which are paid by or on behalf of Borrowers (which, for the avoidance of doubt shall not include any asset management fees or any similar fees due and owing to any Affiliate of any Borrower except as approved in the Loan Documents or otherwise approved by Agent in the exercise of Permitted Discretion) and which are directly associated with and fairly allocable to the Portfolio for the applicable period, including ad valorem real estate taxes and assessments, insurance premiums, utilities, maintenance costs, accounting, legal, property management fees payable pursuant to the Property Management Agreement (including non-customary management fees such as construction management fees provided for in the applicable Approved Operating Budget or as otherwise approved by Agent), franchise fees payable pursuant to any Franchise Agreements, and other professional fees and marketing expenses, amounts required to be deposited in the FF&E Reserve, and expenses incurred by Agent and reimbursed by Borrowers under this Agreement and the other Loan Documents; but excludingcapital expenses, Debt Service, any of the foregoing expenses which are paid from deposits to cash reserves (if any) paid to Agent and previously included as Operating Expenses, any payment or expense for which Borrowers were or are to be reimbursed from proceeds of the Loan (including any disbursements from a Reserve funded from Loan proceeds) or insurance or by any third party, any non-cash charges such as depreciation and amortization, and any cost or expense reasonably rejected or reasonably not permitted by Agent under this Agreement or the Loan Documents or in any subsequent writing by Agent. Operating Expenses shall also not include federal, state or local income taxes or legal and other professional fees unrelated to the operation of the Properties.

“Operating Revenues” means, with respect to the period being measured, all cash receipts of Borrower from Hotel Transactions and Leases in place for the Portfolio, and other items of revenue derived by Borrower from the Portfolio from any source, including, without limitation, all revenues collected from vending machines and any concessions, but excluding

(i)security deposits and earnest money deposits until they are forfeited by the depositor, (ii) advance rentals until they are earned, (iii) rents due and payable under any Lease which are more than thirty (30) days delinquent, (iv) proceeds from a sale or financing, (v) extraordinary items of income, such as those resulting from casualty or condemnation or lease termination payments of tenants, (vi) any cash receipts or revenues of Borrower resulting from any Leases for which the underlying tenant is the subject of a Bankruptcy Proceeding, and (vii) any cash receipts or revenues of Borrower resulting from any Leases for which the underlying tenant is not currently occupying and conducting its normal business within the applicable leased space.

“Other Taxes” has the meaning given to such term in Section 7.30(b). “PacWest” means Pacific Western Bank, a California state-chartered bank. “Parent” means RL Venture LLC, a Delaware limited liability company.

“Parent Operating Agreement” means (i) the Limited Liability Company Agreement of Parent, and (ii) upon closing of the Membership Interest Sale, the Amended and Restated Limited Liability Company Agreement of Parent, as may be amended, restated or modified from time to time in accordance with this Agreement.

“Parking Lease” has the meaning given to such term in Section 5.40(d). “Participant” has the meaning given to such term in Section 7.25(b).

“Pasco Building” means the 279-key “Red Lion Hotel” flagged hotel located on the Pasco Land.

“Pasco Land” means that certain parcel or parcels of real estate located in Pasco, Washington, legally described in Exhibit A-6to this Agreement, together with all easements and other rights appurtenant thereto.

“Pasco PropCo” has the meaning given to such term in the introductory paragraph of this Agreement.

“Pasco Property” means the Pasco Land, Pasco Building and all Improvements, Personal Property, Fixtures and related facilities and amenities, now or hereafter located on, or relating to the Pasco Land and the operation thereof, but excluding any removable personal property owned by any occupant thereof other than Pasco PropCo on the date in question.

“Pasco VCP” has the meaning given to such term in Section 5.40(e). “Past Due Charge” has the meaning given to such term in Section 2.4.

“Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56 (signed into law October 26, 2001), as amended.

“Permitted Debt” has the meaning given to such term in Section 4.1(q).

“Permitted Discretion” means a determination or judgment made in good faith in the exercise of reasonable (from the perspective of a secured lender) credit or business judgment.

“Permitted Exceptions” means and includes (a) applicable zoning and building ordinances and land use regulations; (b) the lien of taxes and assessments for the year 2014 and subsequent years not yet due and payable; (c) any documents or matters listed on Schedule B of the Title Policy with respect to any Property, as approved by Agent, (d) matters as shown on the

Survey; (e) any Liens in favor of Agent, and (f) Liens otherwise permitted under Section 5.8or approved by Agent under Section 5.20.

“Permitted Transfer” has the meaning given to such term in Section 5.18(b).

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity.

“Personal Property” means, collectively, the tangible personal property described in each Security Instrument.

“PIP Backup” has the meaning given to such term in Section 3.2(a)(ii).

“PIP Bucket” means each of the First PIP Bucket, the Second PIP Bucket, the Third PIP Bucket and the Final PIP Bucket.

“PIP Reserve” has the meaning given to such term in Section 3.2(a)(i).

“Pledge Agreement” means that certain Pledge Agreement, dated as of the date hereof, executed by Parent in favor of Agent for the benefit of Lenders, as the same may be modified, amended or restated from time to time.

“Policy” or “Policies” has the meaning given to such term in Exhibit D, attached hereto and made a part hereof.

“Port Angeles Building” means the 186-key “Red Lion Hotel” flagged hotel located on the Port Angeles Land.

“Port Angeles Land” means that certain parcel or parcels of real estate located in Port Angeles, Washington, legally described in Exhibit A-7to this Agreement, together with all easements and other rights appurtenant thereto.

“Port Angeles PropCo” has the meaning given to such term in the introductory paragraph of this Agreement.

“Port Angeles Property” means the Port Angeles Land, Port Angeles Building and all Improvements, Personal Property, Fixtures and related facilities and amenities, now or hereafter located on, or relating to the Port Angeles Land and the operation thereof, but excluding any removable personal property owned by any occupant thereof other than Port Angeles PropCo on the date in question.

“Port Angeles VCP” has the meaning given to such term in Section 5.40(f).

“Portfolio” means all of the Properties taken as a whole, but excluding from and after the date of release any Property against which Agent previously released its Lien in accordance with Section 2.13 of this Agreement.

“Post-Closing Agreement” means that certain Post-Closing Agreement among Borrowers and Agent of even date herewith, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Post Falls Building” means the 163-key “Red Lion Hotel” flagged hotel located on the Post Falls Land.

“Post Falls Land” means that certain parcel or parcels of real estate located in Post Falls, Idaho, legally described in Exhibit A-8to this Agreement, together with all easements and other rights appurtenant thereto.

“Post Falls PropCo” has the meaning given to such term in the introductory paragraph of this Agreement.

“Post Falls Property” means the Post Falls Land, Post Falls Building and all Improvements, Personal Property, Fixtures and related facilities and amenities, now or hereafter located on, or relating to the Post Falls Land and the operation thereof, but excluding any removable personal property owned by any occupant thereof other than Post Falls PropCo on the date in question.

“Prepayment Premium” has the meaning given to such term in Section 2.7(a).

“Pro Rata Share” means, with respect to any Lender at any time, the proportionate interest of such Lender in the Loan as the same may be adjusted from time to time among the Lenders.

“Proceeding” has the meaning given to such term in Section 7.3(c).

“PropCo Borrower” or “PropCo Borrowers” means, individually and collectively, respectively, Bend PropCo, Boise PropCo, Coos Bay PropCo, Eureka PropCo, Olympia PropCo, Pasco PropCo, Port Angeles PropCo, Post Falls PropCo, Redding PropCo, Richland PropCo, Salt Lake PropCo and Spokane PropCo, and their permitted successors and assigns.

“Property” or “Properties” means, individually and collectively, respectively, Bend Property, Boise Property, Coos Bay Property, Eureka Property, Olympia Property, Pasco Property, Port Angeles Property, Post Falls Property, Redding Property, Richland Property, Salt Lake Property and Spokane Property.

“Property Claim Proceeds” has the meaning given to such term in Section 5.13(a)(i). “Property Improvement Plan and Budget” means, individually and collectively, each

improvements expenditure budget and plan for the Property Improvements for each Property attached hereto as Exhibit F, as the same may be modified from time to time in accordance with this Agreement.

“Property Improvements” means the improvements to each Property identified and described on the Property Improvement Plan and Budget.

“Property Management Agreement” means individually and collectively, (i) that certain Operating Agreement, between Property Manager and Bend PropCo dated as of the date hereof, (ii) that certain Operating Agreement, between Property Manager and Boise PropCo dated as of the date hereof, (iii) that certain Operating Agreement, between Property Manager and Coos Bay PropCo dated as of the date hereof, (iv) that certain Operating Agreement, between Property Manager and Eureka PropCo dated as of the date hereof, (v) that certain Operating Agreement, between Property Manager and Olympia PropCo dated as of the date hereof, (vi) that certain Operating Agreement, between Property Manager and Pasco PropCo dated as of the date hereof, (vii) that certain Operating Agreement, between Property Manager and Port Angeles PropCo dated as of the date hereof, (viii) that certain Operating Agreement, between Property Manager and Post Falls PropCo dated as of the date hereof, (ix) that certain Operating Agreement, between Property Manager and Redding PropCo dated as of the date hereof, (x) that certain Operating Agreement, between Property Manager and Richland PropCo dated as of the date hereof, (xi) that certain Operating Agreement, between Property Manager and Salt Lake PropCo dated as of the date hereof, and (xii) that certain Operating Agreement, between Property Manager and Spokane PropCo dated as of the date hereof, as the same may be modified, amended, restated or replaced from time to time as permitted herein.

“Property Manager” means Red Lion Hotels Management, Inc., a Washington corporation, or such other Person as Agent may approve in its Permitted Discretion providing property management services in connection with a Property.

“Protective Advance” means any advance deemed necessary or appropriate in Agent’s sole and exclusive discretion to protect or preserve the value of the Collateral, Agent’s lien priority with respect to the Collateral and to ensure the Collateral’s compliance with Legal Requirements. A Protective Advance shall include any advances, as determined in Agent’s sole and exclusive discretion, to (a) avoid an imminent threat to any lien created under the Loan Documents or to the priority of any such lien, (b) avoid any imminent and significant threat to the value of a Property or the interests of the Lenders in the Loan, or (c) to protect against an imminent risk to the health or safety of individuals at a Property.

“Public Control Affiliate” means any Person owning more than fifty percent (50%) of the direct Equity Interests in RLH.

“Quarter” means any calendar quarter ending on March 31, June 30, September 30 or December 31.

“Redding Building” means the 192-key hotel located on the Redding Land.

“Redding Land” means that certain parcel or parcels of real estate located in Redding, California, legally described in Exhibit A-9 to this Agreement, together with all easements and other rights appurtenant thereto.

“Redding PropCo” has the meaning given to such term in the introductory paragraph of this Agreement.

“Redding Property” means the Redding Land, Redding Building and all Improvements, Personal Property, Fixtures and related facilities and amenities, now or hereafter located on, or

relating to the Redding Land and the operation thereof, but excluding any removable personal property owned by any occupant thereof other than Redding PropCo on the date in question.

“Register” has the meaning given to such term in Section 7.25(c). “Reimbursement Party” has the meaning given to such term in Section 7.2. “Release Date” has the meaning given to such term in Section 2.13.

“Release Exit Fee” means, with respect to any Property, a sum equal to the product determined by multiplying (a) one half percent (0.5%) by (b) the Allocated Loan Amount for such Property.

“Release Notice” has the meaning given to such term in Section 2.13.

“Release Price” means, as it relates to each Property, an amount equal to the greater of

(a)one hundred twenty percent (120%) of the Allocated Loan Amount for such Property, or (b) ninety percent (90%) of net sales proceeds for such Property as determined by Lender; provided, however, that if the Loan to Value Ratio is less than 50% at the time of the release of such Property, then the Release Price for such Property shall be the greater of (i) one hundred twenty percent (120%) of the Allocated Loan Amount for such Property, or (ii) seventy-five percent (75%) of net sales proceeds for such Property as determined by Lender.

“Rent Roll” has the meaning given to such term in Section 4.1(bb).

“Reserves” means the funded and unfunded reserves established under Section 3.2or elsewhere in this Agreement, including the PIP Reserve, the Tax and Insurance Reserve, the Deferred Maintenance Reserve, the FF&E Reserve, the Seasonality Reserve and the Environmental Reserve.

“Restoration Threshold” has the meaning given to such term in Section 5.12(d). “Richland Building” means the 149-key “Red Lion Hotel” flagged hotel located on the

Richland Land.

“Richland Land” means that certain parcel or parcels of real estate located in Richland, Washington, legally described in Exhibit A-10to this Agreement, together with all easements and other rights appurtenant thereto.

“Richland PropCo” has the meaning given to such term in the introductory paragraph of this Agreement.

“Richland Property” means the Richland Land, Richland Building and all Improvements, Personal Property, Fixtures and related facilities and amenities, now or hereafter located on, or relating to the Richland Land and the operation thereof, but excluding any removable personal property owned by any occupant thereof other than Richland PropCo on the date in question.

“RLH” means Red Lion Hotels Corporation, a Washington corporation.

“Salt Lake Building” means the 393-key “Red Lion Hotel” flagged hotel located on the Salt Lake Land.

“Salt Lake Land” means that certain parcel or parcels of real estate located in Salt Lake City, Utah, legally described in Exhibit A-11to this Agreement, together with all easements and other rights appurtenant thereto.

“Salt Lake PropCo” has the meaning given to such term in the introductory paragraph of this Agreement.

“Salt Lake Property” means the Salt Lake Land, Salt Lake Building and all Improvements, Personal Property, Fixtures and related facilities and amenities, now or hereafter located on, or relating to the Salt Lake Land and the operation thereof, but excluding any removable personal property owned by any occupant thereof other than Salt Lake PropCo on the date in question.

“Seasonality Reserve” has the meaning given to such term in Section 3.2(e). “Seasonality Reserve Required Balance” means, for any calendar year, an amount

equal to the sum of (i) one-hundred ten percent (110%) of the projected monthly shortfall in Operating Cash Flow, if any, for the calendar months of June through December, as determined by the Approved Operating Budget for such calendar year and (ii) one-hundred ten percent (110%) of the actual shortfall in Operating Cash Flow, if any, for the calendar months of January through May of such calendar year; provided, however, the Seasonality Reserve Required Balance for calendar year 2015 shall be $1,200,000.

“Seasonality Shortfall Amount” means, as determined on September 30th of each calendar year, the amount, if any, by which the balance of the Seasonality Reserve is less than the Seasonality Reserve Required Balance for such calendar year; provided, however, the Seasonality Shortfall Amount for any calendar year, shall be capped at an amount equal to the amount of the positive Operating Cash Flow for the Portfolio for the twelve (12) calendar months then ending.

“Second Bucket PIP Backup” shall have the meaning given to such term in Section3.2(a)(ii)(B).

“Second PIP Bucket” shall have the meaning given to such term in Section 3.2(a)(ii)(B). “Security Instruments” means, collectively, (i) that certain Deed of Trust executed by

Bend PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (ii) that certain Deed of Trust executed by Boise PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (iii) that certain Deed of Trust executed by Coos Bay PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (iv) that certain Deed of Trust executed by Eureka PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (v) that certain Deed of Trust executed by Olympia PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (vi) that certain Deed of Trust executed by Pasco

PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (vii) that certain Deed of Trust executed by Port Angeles PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (viii) that certain Deed of Trust executed by Post Falls PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (ix) that certain Deed of Trust executed by Redding PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (x) that certain Deed of Trust executed by Richland PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (xi) that certain Deed of Trust executed by Salt Lake PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, (xii) that certain Deed of Trust executed by Spokane PropCo in favor of Agent for the benefit of Lenders, dated as of the date hereof, each as recorded in the jurisdiction where the applicable Property encumbered thereby is located and as may be amended, restated, extended or supplemented from time to time.

“Servicer” has the meaning given to such term in Section 7.29.

“Shelbourne Capital” means Shelbourne Capital LLC, a Delaware limited liability company.

“Shelbourne Investors” means Shelbourne Falcon RLHC Hotel Investors, LLC, a Delaware limited liability company.

“Single Purpose Entity” has the meaning given to such term in Exhibit C.

“Spokane Building” means the 400-key “Red Lion Hotel” flagged hotel located on the Spokane Land.

“Spokane Land” means that certain parcel or parcels of real estate located in Spokane, Washington, legally described in Exhibit A-12to this Agreement, together with all easements and other rights appurtenant thereto.

“Spokane PropCo” has the meaning given to such term in the introductory paragraph of this Agreement.

“Spokane Property” means the Spokane Land, Spokane Building and all Improvements, Personal Property, Fixtures and related facilities and amenities, now or hereafter located on, or relating to the Spokane Land and the operation thereof, but excluding any removable personal property owned by any occupant thereof other than Spokane PropCo on the date in question.

“Stored Materials” shall have the meaning given to such term in Section 3.2(a)(vii). “Strike Price” has the meaning given to such term in Section 2.11(a).

“Survey” means, collectively, those surveys described on Schedule B hereto.

“Tax and Insurance Reserve” has the meaning given to such term in Section 3.2(b)(ii) of this Agreement.

“Tax Reserve” has the meaning given to such term in Section 3.2(b)(i)of this Agreement.

“Taxes” means all taxes, assessments, levies and charges imposed by any public or quasi-public authority having jurisdiction over a Property which are or may affect, or become a Lien upon, a Property or the rents, royalties, profits and income of a Property, or interest therein, or imposed by any Governmental Authority upon Borrower or Agent by reason of their respective interests in a Property or by reason of any payment, or portion thereof, made to Agent hereunder or pursuant to any Obligation or any of the other Loan Documents, other than taxes which are measured by and imposed upon Agent’s general net income.

“Tenant” or “Tenants” means, collectively or individually (as the context provides), any tenant or licensee from time to time party to any Lease of any Property.

“Term” means the entire term of this Agreement, which shall expire upon indefeasible repayment in full of the Indebtedness and full performance of each and every obligation to be performed by Borrower pursuant to the Loan Documents (other than those indemnification obligations and other inchoate obligations expressly stated to survive the repayment of the Indebtedness).

“Third Bucket PIP Backup” shall have the meaning given to such term in Section3.2(a)(ii)(C).

“Third PIP Bucket” shall have the meaning given to such term in Section 3.2(a)(ii)(C). “Title Policy” means those certain 2006 ALTA Mortgage Policies of Title Insurance

issued by First American Title Insurance Company in the forms of the pro formas attached to the Closing Escrow Letter.

“Toxic Mold” means mold or fungus of a type that may pose a risk to human health or the environment or would negatively and materially impact the value of the Property.

“Tranche A Property” means the Bend Property, Boise Property, Coos Bay Property, Eureka Property, Pasco Property, Port Angeles Property, Post Fall Property, Redding Property and Richland Property.

“Tranche B Property” means the Olympia Property, Salt Lake Property and Spokane Property.

“Transaction Persons” has the meaning given to such term in Section 4.1(d). “Transfer”    means    the    sale,    transfer,    hypothecation,    encumbrance,    mortgage,

conveyance, Lease, alienation, assignment, disposition, divestment, or leasing with option to purchase, or assignment of a subject Property, or any portion thereof or interest therein (whether direct or indirect, legal or equitable, including the issuance, sale, assignment, alienation, conveyance, divestment, transfer, disposition, hypothecation, mortgage or encumbrance of any direct or indirect Equity Interest in any Borrower or in any entity having an Equity Interest in any Borrower, whether direct or indirect); or entering into any agreement or contract to do any of

the foregoing which is not conditioned on compliance with the terms of the Loan Documents with respect to Transfers, or undertaking, suffering or causing any of the foregoing to occur voluntarily, involuntarily or by operation of law. Notwithstanding the foregoing, the following shall not constitute a “Transfer”; (i) Hotel Transactions, (ii) changes in the ownership of stock in a publicly-traded entity and (iii) the Membership Interest Sale.

“Transferee” has the meaning given to such term in Section 7.25(a).

“UCC” means the Uniform Commercial Code as in effect in the State of New York; providedthat, if perfection or the effect of perfection or nonperfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“WDOE” has the meaning given to such term in Section 5.40(e).

ARTICLE 2

THE LOAN; INTEREST RATE; PAYMENTS.

Subject to the terms and provisions of this Agreement and the other Loan Documents, each Lender hereby agrees to make, and Borrower hereby promises to repay to each Lender, such Lender’s Pro Rata Share of the Loan. All proceeds of the Loan shall be funded pursuant to, and repaid in accordance with, the terms of this Agreement and the other Loan Documents.

Section 2.1    Evidence of Loan.

(a)Agent shall maintain, in accordance with its usual practice, true, correct and complete electronic or written records evidencing the outstanding Indebtedness owed by Borrower to the Lenders hereunder and under each of the other Loan Documents, including without limitation the amount of principal and interest payable and paid to each Lender from time to time under this Agreement.

(b)The entries made in the electronic or written records maintained pursuant to this Section 2.1shall be prima facie evidence of the existence and amounts of the Indebtedness therein recorded; provided, however, that the failure of the Agent to maintain such records or any error therein shall not in any manner affect the obligation of Borrower to repay the correct amount owed pursuant to the Loan, including all disbursements made hereunder and all other Obligations of Borrower hereunder or under any other Loan Document, in accordance with the terms of this Agreement and the other Loan Documents.

(c)Agent will account to Borrower monthly with a written statement of the amount outstanding under the Loan, the balance of the Reserves and any charges and payments made pursuant to this Agreement or any other Loan Document; provided, however, that the failure of Agent to provide such written statement shall not constitute a default or breach by Agent of this Agreement or any other Loan Documents or excuse the timely payment of all Indebtedness due and payable. In the absence of manifest error, such accounting rendered by

Agent shall be deemed final, binding and conclusive, unless Agent is notified by Borrower in writing to the contrary within thirty (30) calendar days of receipt of each accounting, which notice shall be deemed an objection only to items specifically objected to therein.

Section 2.2 Initial Advance of the Loan; Loan Origination Fee. Upon the Closing of the Loan, Lenders shall disburse the initial advance in an amount equal to Fifty-Three Million Eight Hundred Seven Thousand Twenty-Three and 00/100 Dollars ($53,807,023.00) (the “InitialAdvance”). Such advance of the Loan shall include payment to Agent for the benefit of the Lenders of a loan origination fee in the amount of Eight Hundred Thousand and 00/100 Dollars ($800,000.00) (the “Loan Origination Fee”). Borrower hereby authorizes and directs Agent to pay itself the Loan Origination Fee out of the proceeds of the Initial Advance. The Loan is not a revolving credit facility and therefore, may not be drawn, repaid and redrawn. Any payments of principal on the Loan shall be applied to permanently reduce the Loan in accordance with this Agreement and, once repaid, no portion of the Loan may be re-borrowed.

Section 2.3 Interest Rate. The outstanding principal balance under the Loan shall bear interest at the Contract Rate. Whenever, subsequent to the date hereof, the LIBOR Rate is increased or decreased, the Contract Rate, as set forth herein, shall be similarly changed without notice or demand of any kind by an amount equal to the amount of such change in the LIBOR Rate on the day of such change. The monthly interest due on the principal balance of the Loan outstanding shall be computed for the actual number of days elapsed during the month in question on the basis of a year consisting of three hundred sixty (360) days and shall be calculated by determining the average daily principal balance outstanding for each day of the month in question. The daily rate shall be equal to 1/360th times the Contract Rate. If any statement furnished by Agent for the amount of a monthly payment due exceeded the actual amount that should have been paid because the LIBOR Rate decreased and such decrease was not reflected in the monthly statement, Borrower shall make the payment specified in the monthly statement from Agent and Borrower shall receive a credit for the overpayment, which credit shall be applied towards the next subsequent monthly payment due hereunder. If any statement furnished by Agent for the amount of a monthly payment due was less than the actual amount that should have been paid because the LIBOR Rate increased and such increase was not reflected in the monthly statement, Borrower shall make the payment specified in the monthly statement from Agent and Borrower shall be required to pay any resulting underpayment with the next subsequent monthly payment due hereunder.

Section 2.4 Past Due Charge and Default Interest Rate. Borrower recognizes and acknowledges that any default on any payment, or portion thereof, due hereunder or to be made under any of the other Loan Documents, will result in losses and additional expenses to Agent in servicing the Indebtedness, and in losses due to Lenders’ loss of the use of funds not timely received. If for any reason Borrower fails to pay any interest or principal or any other sum required to be paid under this Agreement when due, excluding any payment due at maturity or upon acceleration, or fails to pay any amounts due under any of the other Loan Documents when due, then (in lieu of damages for any detriment proximately caused thereby which would be extremely difficult and impracticable to ascertain or compute) Borrower shall pay to Agent on behalf of the Lenders, in addition to any such delinquent payment, an amount equal to five percent (5%) of such delinquent payment or the maximum amount permitted by applicable law (“Past Due Charge”). In addition, upon the Maturity Date and upon the occurrence and during

the existence of an Event of Default (or upon any acceleration), interest shall automatically accrue hereunder, without notice to Borrower, at the Default Rate. The Default Rate shall be calculated and due from the date that the Default occurred which led to the Event of Default without regard to any grace or cure period as may be applicable, and shall be payable upon demand.

Section 2.5    Payments of Principal and Interest; Fees.

(a)Initial Payment of Interest. On the Closing Date, Borrower shall pay to Agent for the benefit of the Lenders interest in advance at the Contract Rate for the period of time from and including such date through (but excluding) the Monthly Payment Date in January 2015 based upon the Initial Advance.

(b)Monthly Payments of Principal and Interest. Commencing on the Monthly Payment Date in February 2015 and continuing on each Monthly Payment Date through and including the month in which the Maturity Date occurs, Borrower hereby promises to pay monthly installments of interest as calculated in accordance with Section 2.4above, and such interest shall be payable in arrears. In addition to the monthly payments of interest as set forth in the preceding sentence, commencing on the Monthly Payment Date in January 2017, and continuing on each Monthly Payment Date thereafter, Borrower shall pay to Agent for the benefit of the Lenders monthly payments of principal equal to the amount necessary to repay the outstanding principal balance of the Loan over a twenty-five (25) year amortization period based on the Contract Rate as of the date of each required monthly principal payment. Any partial prepayment of the Loan shall reduce the amount of any monthly principal amortization payment required pursuant to the preceding sentence (but this shall not be construed as permitting any partial prepayment other than as may be expressly permitted elsewhere in this Agreement), such that from and after such partial prepayment, the monthly principal amortization payment shall be recalculated by amortizing the outstanding principal balance of the Loan following such partial prepayment over the then-remaining amortization period.

(c)Loan Administration Fee. In addition to the payments of principal and interest set forth above, Borrower shall pay to Agent, for its own benefit, a monthly administrative fee (the “Loan Administration Fee”) of $3,333.33 on each Monthly Payment Date.

(d)Exit Fee. Upon the earlier to occur of (i) the Maturity Date, or (ii) the prepayment in full of the Loan, Borrower shall pay to Agent, for the benefit of Lenders, the Exit Fee, which shall be deemed to be fully-earned by Lenders on the Closing Date; provided, however, the Exit Fee shall be reduced by an amount equal to the aggregate of all Release Exit Fees, if any, actually paid by Borrower to Agent prior to the date on which the Exit Fee is due pursuant to this Section.

(e)Business Days. Whenever in this Agreement or any other Loan Document any payment is required to be made on a date that is not a Business Day, such payment shall be made on the first Business Day after such date (and any such extension of time shall be included in the computation of payment of interest (including interest at the Default Rate)).

*** Confidential Treatment Requested

(f)Additional Interest. All fees payable by Borrower hereunder, including but not limited to the Loan Origination Fee, the Loan Administration Fee and any Prepayment Premium, shall be deemed additional interest payable hereunder; provided however, in no event shall such fees be included as interest for purposes of calculating Debt Service, DSCR Debt Service or Debt Yield. Notwithstanding the foregoing, any payments made by Borrower to reimburse Agent and Lenders for any costs or expenses incurred by such parties and payable by Borrower pursuant to the terms of this Agreement shall not be deemed additional interest hereunder.

States Dollars.

U.S. Funds.    The Loan is denominated and payable solely in United

(g)Wire Transfer Instructions. Absent written instruction to the contrary from Agent, Borrower shall make all payments to Agent for the benefit of Lenders by wire transfer pursuant to the following instructions:

Bank: Bank of America, NY

ABA#: 026009593

Account #: #

Account Name: CapitalSource Funding SFG

Reference: Red Lion

Section 2.6 Maturity Date.

The entire balance of principal and accrued interest and other amounts then outstanding under the Loan are due and payable on the Maturity Date. Borrowers acknowledge that such amount will equal the outstanding principal balance of the Loan, accrued and unpaid interest and all other amounts due and owing under this Agreement and the other Loan Documents.

Section 2.7 Prepayment and Repayment Fees.

(a)Permitted Prepayments. Borrowers shall not prepay the Loan in full or in part at any time except as permitted by and in accordance with this Section 2.7(a).

(i)Any prepayment of the Loan in full shall only be permitted after not less than sixty (60) days’ advance written notice, nor more than one-hundred twenty

(120)days’ advance written notice to Agent, which notice in each instance shall specify Borrowers’ election to make such prepayment. Any such prepayment in full of the Loan shall include payment of a prepayment premium to be calculated as follows (the “Prepayment Premium”):

(A)If such prepayment is made on or before January 15, 2017, an amount equal to the greater of (A) *** of the Maximum Loan Amount or (B) the Minimum Interest the less the Aggregate Yield Amount as of the date of such prepayment.

(B)If such prepayment is made after January 15, 2017 but prior to July 15, 2017, an amount equal to the greater of (A) ***

*** Confidential Treatment Requested

*** of the Maximum Loan Amount, or (B) the Minimum Interest less the Aggregate Yield Amount as of the date of such prepayment; or

(C)If such prepayment is made after July 15, 2017 but prior to Maturity Date, an amount equal to the Minimum Interest less the Aggregate Yield Amount as of the date of such prepayment.

(ii)Borrower shall not make any partial prepayment of the Loan except as expressly permitted by this Agreement (including, without limitation, prepayments in connection with a release of a Property pursuant to Section 2.13 or as permitted by Section 3.4(d), Section 5.26 and Section 5.27).

(b)Acceleration. If the Loan is accelerated following the occurrence of an Event of Default, Borrower shall pay to Agent for the benefit of the Lenders, in addition to all other amounts outstanding under the Loan Documents a Prepayment Premium equal to the Prepayment Premium that would be payable upon a voluntary prepayment of the Loan as of the date of acceleration.

(c)Acknowledgment of Borrower. Borrower, Agent and Lenders acknowledge that the Prepayment Premium required by this Section is compensation to Agent and Lenders for the cost of reinvesting the Loan Proceeds and for the loss of the contracted rate of return on the Loan. Furthermore, Borrower, Agent and Lenders acknowledge that the loss that may be sustained by Agent and Lenders as a result of such a prepayment by Borrower or acceleration of the Loan is not susceptible of precise calculation and the Prepayment Premium represents the good faith effort of Borrower, Agent and Lenders to compensate Agent and Lenders for such loss.

(d)Casualty. No Prepayment Premium shall be due in connection with any prepayment of the Loan as a result of casualty or condemnation.

Section 2.8 Indebtedness Absolute; No Offset; Waiver. The payment obligations of Borrower hereunder are absolute and unconditional, without any right of rescission, setoff, counterclaim or defense for any reason against Agent and Lenders. As of the Closing Date, the Loan has not been compromised, adjusted, extended, satisfied, rescinded, set-off or modified, and the Loan Documents are not subject to any litigation, dispute, refund, claims of rescission, setoff, netting, counterclaim or defense whatsoever, including but not limited to, claims by or against Borrower, Guarantor or any other party. Payment of the Indebtedness by Borrower, when due and payable pursuant to the terms of this Agreement and the other Loan Documents, is not subject to compromise, adjustment, extension, satisfaction, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deductible, reduction, termination or modification, whether arising out of transactions concerning the Loan, or otherwise. Without limitation to the forgoing, to the fullest extent permitted under applicable law and notwithstanding any other term or provision contained in this Agreement or any other Loan Document, Borrower hereby waives (and shall cause each Borrower Party to waive) (a) presentment, protest and demand, notice of default (except as expressly required in the Loan Documents), notice of intent to accelerate, notice of acceleration, notice of protest, notice of demand (except as expressly required in the

Loan Documents) and of dishonor and non-payment of the Indebtedness, (b) any requirement of diligence or promptness on Agent’s part in the enforcement of its rights under the provisions of this Agreement and any other Loan Document, (c) any rights, legal or equitable, to require any marshalling of assets or to require foreclosure sales in a particular order, (d) all notices of every kind and description which may be required to be given by any statute or rule of law, (e) the benefit of all laws now existing or that may hereafter be enacted providing for any appraisement before sale or any portion of the Collateral, (f) all rights of homestead, exemption, redemption, valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the Obligations in the event of foreclosure of the Liens created by the Loan Documents,

(g)the pleading of any statute of limitations as a defense to any demand under any Loan Document and (h) any defense to the obligation to make any payments required under the Loan Documents, including the obligation to pay Taxes based on any damage to, defects in or destruction of the Collateral or any other event, including obsolescence of any of the Collateral, it being agreed and acknowledged that such payment obligations are unconditional and irrevocable. Borrower further acknowledges and agrees (i) to any substitution, subordination, exchange or release of any security or the release of any party primarily or secondarily liable for the payment of the Loan; (ii) that Agent shall not be required to first institute suit or exhaust its remedies hereon against others liable for repayment of all or any part of the Loan, whether primarily or secondarily (collectively, the “Obligors”), or to perfect or enforce its rights against any Obligor or any security for the Loan; and (iii) that its liability for payment of the Loan shall not be affected or impaired by any determination that any security interest or lien taken by Agent for the benefit of the Lenders to secure the Loan is invalid or unperfected. Borrower acknowledges, warrants and represents in connection with each waiver of any right or remedy of Borrower contained in any Loan Document, that it has been fully informed with respect to, and represented by counsel of its choice in connection with, such rights and remedies, and all such waivers, and after such advice and consultation, has presently and actually intended, with full knowledge of its rights and remedies otherwise available at law or in equity, to waive or relinquish such rights and remedies to the full extent specified in each such waiver.

Section 2.9 Lawful Limits. In no contingency or event whatsoever, whether by reason of acceleration or otherwise, shall the interest and other charges paid or agreed to be paid to Agent or the Lenders for the use, forbearance or detention of money hereunder exceed the maximum rate permissible under applicable law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. If, due to any circumstance whatsoever, fulfillment of any provision hereof, at the time performance of such provision shall be due, shall exceed any such limit, then, the obligation to be so fulfilled shall be reduced to such lawful limit, and, if Agent or any Lender shall have received interest or any other charges of any kind which might be deemed to be interest under applicable law in excess of the maximum lawful rate, then such excess shall be applied first to any unpaid fees and charges hereunder (to the extent not constituting interest under applicable law), then to unpaid principal balance owed by Borrower hereunder, and if the then remaining excess interest is greater than the previously unpaid principal balance, Agent shall promptly refund such excess amount to Borrower and the provisions hereof shall be deemed amended to provide for such permissible rate. The terms and provisions of this Section 2.9shall control to the extent any other provision of any Loan Document is inconsistent herewith.

Section 2.10    Increased Costs; Capital Adequacy.

(a)If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Contract Rate);

(ii)impose on any Lender or the London interbank market any other condition affecting this Loan Agreement or the Loan; or

(iii)make it unlawful for Lender to make or maintain the indebtedness evidenced by the Loan in eurodollars;

and such Change in Law increases the cost to any Lender of making or maintaining the Loan (or of maintaining its obligation to make the Loan) or reduces the amount of any sum received or receivable by any Lender under this Loan Agreement (whether of principal, interest or otherwise), then Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)If at the time of or prior to any determination of the Contract Rate, Lender determines (which determination shall be conclusive in the absence of manifest error) that by reason of circumstances affecting the London interbank market generally, (i) deposits in United States Dollars in the relevant amounts and of the relevant maturity are unavailable to Lender in the London interbank market, (ii) the Contract Rate does not adequately or fairly reflect the cost to Lender of making or maintaining the Loan due to changes in administrative costs, fees, tariffs or taxes or other matters outside of Lender’s reasonable control or (iii) adequate and fair means do not or will not exist for determining the Contract Rate, then Lender shall promptly notify Borrower, and the Loan shall bear interest, and continue to bear interest until Lender determines in its Permitted Discretion that the applicable circumstance described in the foregoing clauses (i), (ii) or (iii) no longer pertains, at a fluctuating rate per annum based on a substitute index selected by Lender plus a suitable margin to approximate, in Lender’s good faith judgment, the return that Lender would have received if the circumstance had not occurred.

(c)If any Lender determines in its Permitted Discretion that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Loan Agreement or the Loan made by such Lender to a level below that which such Lender or its holding company, as applicable, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company, as applicable, with respect to capital adequacy), then from time to time Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender’s holding company, as applicable, for any such reduction suffered.

(d)A certificate from any Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, under Sections 2.10(a)or

2.10(b), shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within ten

(10) days after receipt (the date of such payment being the “Increased Cost Payment Date”).

(e)Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.10shall not waive such Lender’s right to demand such compensation; providedthat Borrower shall not be required to compensate such Lender under this Section 2.10for any increased costs or reductions incurred more than ninety (90) days prior to the date any Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation for such increased costs or reduction; provided furtherthat, if the Change in Law giving rise to such increased costs or reductions is retroactive, then such 90-day period will be extended to include the period of such retroactive effect.

(f)Notwithstanding anything to the contrary in this Loan Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a Change in Law and/or a change in capital adequacy requirements, as applicable, regardless of the date enacted, adopted or issued, provided, Borrower shall be treated in the same manner, with respect to this Subsection (f), as other similarly situated borrowers of such Lender.

(g)Notwithstanding anything to the contrary in this Loan Agreement, if any Change in Law affects any Lender and results in Borrower having to pay additional amounts to such Lender to compensate such Lender for such additional costs incurred or reduction suffered, Borrower shall have the right to prepay the Loan in full, following payment to any Lender of amounts due under this Section 2.10 together with any Exit Fee, without the obligation to pay a Prepayment Premium. The election to prepay the Loan in full pursuant to this Section 2.10 shall be made in writing by Borrower not more than sixty (60) days after the Increased Cost Payment Date and such prepayment in full shall have been made within one hundred twenty (120) days of the Increased Cost Payment Date.

Section 2.11 Interest Rate Protection. By no later than one (1) Business Day after the Closing Date, Holding shall have entered into, made all payments required under, and satisfied all conditions precedent to the effectiveness of, an interest rate protection agreement that satisfies all of the following conditions (such interest rate protection agreement, together with any replacements thereof, the “Interest Rate Protection Agreement”):

(a)Such agreement (i) is with a financial institution having a long term, unsecured and unsubordinated debt rating of at least “A+” by S&P and “A1” by Moody’s (an “Acceptable Counterparty”); (ii) has a term ending no earlier than the third anniversary of the Closing Date; (iii) is an interest rate cap in respect of a notional amount not less $80,000,000 that shall have the effect of capping the LIBOR Rate at 4.0% per annum (the “Strike Price”); and (iv) provides that the only obligation of Borrower thereunder is the making of a single payment upon the execution and delivery thereof. On or before the expiration of any existing Interest Rate Protection Agreement, Holding shall enter into, make all payments required under and satisfy all conditions precedent to the effectiveness of an extension or replacement of such Interest Rate

Protection Agreement in form and substance acceptable to Agent in its Permitted Discretion in incremental terms of at least one year such that the Interest Rate Protection Agreement, or an extension or replacement thereof, shall be in effect at all times during the Term.

(b)Holding’s interest in such Interest Rate Protection Agreement has been assigned to Agent pursuant to the Assignment of Interest Rate Agreement, and the counterparty to such Interest Rate Protection Agreement has executed and delivered to Agent an acknowledgment of such assignment, which acknowledgment includes such counterparty’s agreement to pay directly to a Holding Operating Account all sums payable by such counterparty pursuant to the Interest Rate Protection Agreement and shall otherwise be satisfactory to Agent in form and substance in its Permitted Discretion. Holding shall assign any extended or replaced Interest Rate Protection Agreement to Agent pursuant to an assignment in form and substance similar to the Assignment of Interest Rate Protection Agreement.

(c)In the event of any downgrade or withdrawal of the rating of the issuer or guarantor, as applicable, of the Interest Rate Protection Agreement below “A-” by S&P and “A3” by Moody’s, Holding shall either (i) cause such issuer or guarantor of the Interest Rate Protection Agreement to post collateral equivalent to the mark-to-market value of the cap or (ii) replace the Interest Rate Protection Agreement with a replacement Interest Rate Protection Agreement from an issuer rated (or guaranteed by a financial institution rate) at least “A-” by S&P and “A3” by Moody’s (with terms identical to the Interest Rate Protection Agreement being replaced, or otherwise approved by Agent in its Permitted Discretion), in either case not later than thirty (30) days following receipt of notice from Agent of such downgrade or withdrawal.

(d)Holding shall promptly execute and deliver to the counterparty of the Interest Rate Protection Agreement such confirmations and agreements as may be requested by such counterparty in connection with such Interest Rate Protection Agreement.

(e)Borrower agrees that Agent shall not have any obligation, duty or responsibility to Borrower or any other Person by reason of, or in connection with, any Interest Rate Protection Agreement (including any duty to provide or arrange any Interest Rate Protection Agreement, to consent to any mortgage or pledge of the Properties or any portion thereof as security for Borrower’s performance of its obligations under any Interest Rate Protection Agreement, or to provide any credit or financial support for the obligations of Borrower or any other Person thereunder or with respect thereto). No Interest Rate Protection Agreement shall alter, impair, restrict, limit or modify in any respect the obligation of Borrower to pay interest on the Loan as and when the same becomes due and payable in accordance with the provisions of the Loan Documents.

(f)All payments due to Holding pursuant to any Interest Rate Protection Agreement, including upon any termination thereof, shall be made into the Holding Operating Account and applied pursuant to Section 3.4hereof. If an Event of

Default occurs and is continuing, Agent may, in its sole discretion, in addition to any other rights and remedies hereunder, apply the amounts so held by Agent to the Loan or other amounts due under the Loan Documents at Agent’s election. Until such time as the Obligations have been paid in full, Holding shall have no right to direct the payment by the counterparty of any funds payable on account of any Interest Rate Protection Agreement. Such funds shall constitute additional security for the Obligations. In the event Holding receives any sums pursuant to or in connection with any Interest Rate Protection Agreement, it shall promptly deposit such sums into the Holding Operating Account.

(g)Borrower shall cause the issuer of such Interest Rate Protection Agreement to deliver, within the time period set forth on the Post-Closing Agreement, an opinion of counsel from the counsel (in-house or independent) for such issuer, upon which Agent and its successors and assigns may rely, which shall be in form and substance satisfactory to Agent in its Permitted Discretion.

Section 2.12 Extension of Maturity Date. Borrowers may request that Agent grant one extension of the Maturity Date for a period of twelve (12) months in accordance with the requirements below. Such extension request shall be granted to Borrower upon the satisfaction of the following conditions:

(a)Borrowers shall have delivered to Agent a written request to extend the Maturity Date at least sixty (60) but not more than one-hundred-twenty (120) calendar days prior to the current Maturity Date;

(b)Borrowers shall have delivered to Agent, concurrently with making the written extension request in clause (a) above, an extension fee equal to one-half of one percent (0.5%) of the Maximum Loan Amount;

(c)on the date of the effectiveness of such extension of the Maturity Date, Agent shall have determined, in its Permitted Discretion, the outstanding principal balance of the Loan does not exceed the lower of (i) sixty percent (60%) of the aggregate “as-is” value of the Properties, and (ii) fifty-five percent (55%) of the stabilized value of the Properties (based upon an Appraisal ordered by Agent at Borrower’s cost, acceptable to Agent in its Permitted Discretion);

(d)on the date of the effectiveness of such extension of the Maturity Date, Agent shall have determined in its sole discretion that (i) the Debt Service Coverage Ratio shall not be less than 2.00:1.00, and (ii) the Debt Yield shall not be less than fifteen percent (15%);

(e)no Default, Event of Default, or DSCR Cash Management Period shall have occurred and be continuing at the time of making the extension request or on the Maturity Date prior to the effectiveness of any such extension;

(f)Borrowers shall have executed any agreements, documents or amendments to Loan Documents reasonably requested by Agent in connection with such extension of the Maturity Date;

(g)During the extended term of the Loan, all terms and conditions of the Loan Documents (other than the original Maturity Date and this extension option) shall continue to apply;

(h)Borrowers shall have entered into a replacement Interest Rate Protection Agreement in form and substance in compliance with Section 2.11;

(i)Agent shall be determine that the funds remaining in the Reserves, together with the projected Operating Revenues from the Properties shall be sufficient to meet all reserve requirements during such extension period;

(j)On the date of the effectiveness of such extension of the Maturity Date, no unresolved Material Adverse Change exists;

(k)Borrower shall pay all actual out-of-pocket costs and expenses incurred by Agent in connection with such extension of the Maturity Date and Agent’s reasonable attorneys’ fees; and

(l)Bend PropCo and Coos Bay PropCo shall have caused a mortgage modification to be recorded in the applicable real property records extending the maturity date set forth in Security Instruments for the Bend Property and Coos Bay Property, respectively.

Section 2.13 Release of a Property. So long as no Default, Event of Default, or DSCR Cash Management Period has occurred and is continuing or would result therefrom, Agent shall release Agent’s Lien on a Property identified in the Release Notice upon the satisfaction, and/or waiver, which must be in writing by Agent and shall be given or withheld in Agent’s sole discretion, of all of the following requirements:

(a)Agent shall have received from Borrowers at least thirty (30) days prior to the requested date of the release (such release date is referred to herein as the “Release Date”), a written request for the release identifying the Property to be released (such notice is referred to herein as the “Release Notice”);

(b) Agent receives payment of the Release Price for such Property;

(c)The release documents for the Property identified in the Release Notice shall be prepared by the Borrowers at their expense and shall be in form and content satisfactory to Agent in its Permitted Discretion; provided, however, that such release shall be without recourse to Agent or any Lender and made without any representation or warranty. The executed release documents shall be held by Agent’s counsel in escrow for release in accordance with the terms of this Agreement, or if requested by such Borrower, the executed release documents may be delivered in escrow to a title closing agent, subject to Agent’s approval of the escrow agent and further provided that the release documents shall not be released until Agent has received the Release Price payment in accordance with Section 2.13(b) above;

(d)If the Release Price is sufficient to repay the Loan in full, then in addition to the Release Price, Agent shall have received the Prepayment Premium, if any, in accordance with Section 2.7;

(e)Following the release of the Property identified in the Release Notice, all of the covenants in the Loan Documents shall continue to be satisfied and all of the representations and warranties shall continue to be true and correct in all material respects;

(f)Borrowers shall have paid (i) all of Agent’s out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and disbursements of Agent) in connection with the release of such Property, and (ii) a $2,000 release fee with respect to the release of such Property;

(g) Agent receives payment of the Release Exit Fee for such Property;

(h)Agent shall have determined that the Loan to Value Ratio, after giving effect to the release and transfer of the Property identified in the Release Notice and the application of such Release Price to the outstanding Obligations, will not be greater than sixty percent (60%) (based on an Appraisal ordered by Agent at Borrower’s cost acceptable to Agent in its Permitted Discretion);

(i)Agent shall have determined that the Debt Service Coverage Ratio, after giving effect to the release and transfer of the Property identified in the Release Notice and the application of such Release Price to the outstanding Obligations, will be greater than or equal to 1.50:1.00; and

(j)Agent shall have determined that the Debt Yield, after giving effect to the release and transfer of the Property identified in the Release Notice and the application of such Release Price to the outstanding Obligations, will be greater than or equal to 14.5%.

Agent acknowledges that a sale of a Property may be structured as a sale by Holding of the Equity Interests in the applicable Borrower, and in such event, this Section 2.13 shall apply as if such sale were a sale of the Property. Upon payment of the Release Price for a Property and satisfaction of all other conditions to a release in this Section 2.13, with respect to such Property, the term “Properties” shall thereafter no longer include such Property. If all of the Property owned by a Borrower is released pursuant to this Section 2.13, then, except for such Borrower’s indemnification obligations under the Loan Documents which shall continue, such Borrower shall be released from its ongoing obligations under the Loan Documents that arise after the release of such Borrower’s Property. Notwithstanding the preceding sentence, all of such Borrower’s indemnification obligations under the Loan Documents shall survive the release of the Property owned by such Borrower.

ARTICLE 3 ACCOUNTS AND RESERVES.

Section 3.1    Security Grant.

(a)Borrower has granted to Agent for the benefit of Lenders, within the security agreement provisions of the Security Instrument, and hereby grants to Agent for the benefit of Lenders, a first lien and security interest in the Operating Account and all Reserves (and the funds therein, any interest earned thereon and proceeds thereof), and Borrower hereby

pledges the Reserves and the Operating Account (and the funds therein, any interest earned thereon and proceeds thereof) as collateral security for the payment of all Indebtedness and the performance of all Obligations. Borrower shall not, without obtaining the prior written consent of Agent, further pledge, assign or grant any security interest in the Operating Account, any Reserve or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Agent as the secured party, to be filed with respect thereto. Borrower, Agent and Cash Management Bank shall enter into the Operating Account Agreement on or prior to the Closing Date. Borrower shall not establish any deposit account other than the Operating Account without prior written consent of Agent and delivery to Agent of a deposit account control agreement in form and content satisfactory to Agent in its sole discretion.

(b)This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC. As such, and in connection with the security grant contained in each Security Instrument, Agent is irrevocably authorized to file UCC Financing Statements naming the Borrower as debtor, to perfect the Agent’s security interest in the Collateral, in all jurisdictions in which Agent believes in its sole discretion that such filing is appropriate. If Agent believes that an “all-asset” collateral description, as contemplated by Section 9-504(2) of the UCC, is appropriate, Agent is irrevocably authorized to use such a collateral description, whether in one or more separate filings or as part of the collateral description in a filing that particularly describes the Collateral. Agent is irrevocably authorized to file such continuation statements and other similar documents as it determines, in its sole opinion, are appropriate to protect and perfect its rights.

Section 3.2 Reserves. The Reserves will be held by Agent, in Borrowers’ name, but shall not constitute trust funds and may be commingled with other monies held by Agent. Disbursements by Agent from a Reserve shall be subject to all conditions to making disbursements from each such Reserve as set forth in this Agreement. Agent’s rights with respect to Protective Advances or other advances permitted under any of the Loan Documents shall include the right to disburse funds from any Reserve for the purpose of making any payments for which such Reserve was created. Agent shall have no obligation whatsoever to make any advances or disbursements under this Section 3.2or pursuant to any other applicable provision hereunder if a Default or an Event of Default shall have occurred and is continuing. Agent reserves the right to use the services of Agent’s Construction Consultant in connection with disbursements from the PIP Reserve, the FF&E Reserve, the Deferred Maintenance Reserve or any other advances of the Loan the proceeds of which shall be used to pay for construction or similar work on the Property, and Borrowers shall pay the reasonable fees of such Agent’s Construction Consultant.

(a)PIP Reserve.

(i)A portion of the Loan equal to the sum of Twenty-Six Million One Hundred Ninety-Two Thousand Nine Hundred Seventy-Seven and No/100 Dollars ($26,192,977.00) (the “PIP Reserve”) shall not be funded on the Closing Date and the Borrowers may request one or more additional advances of principal up to, but not in excess of, in the aggregate, the maximum amount of the PIP Reserve as set forth in this Section 3.2(a)to pay the costs of the Property Improvements. For the period

commencing on the Closing Date and expiring on the Completion Date, the PIP Reserve shall be utilized only for work on Property Improvements on the Portfolio in accordance with the Property Improvement Plan and Budget. So long as no Default or Event of Default shall have occurred and be continuing and the Debt Yield, after giving effect to the requested advance from the PIP Reserve, is not less than ten and one-half of one percent (10.5%), funds shall be advanced from the PIP Reserve within ten (10) Business Days after written request therefore, but not more frequently than monthly in accordance with and subject to the draw procedures set forth in Exhibit B hereto, as applicable. With respect to each advance from the PIP Reserve, Borrowers shall pay the actual reasonable fees and out-of-pocket expenses of Agent’s Construction Consultant.

(ii)Other than advances from the First PIP Bucket, Agent shall make no advances from the PIP Reserve without, with respect to the Property Improvements to be completed in any PIP Bucket, copies of (x) all general contracts, architects agreements and Material Subcontracts required to complete the Property Improvements, which shall be subject to the review and approval of Agent in its Permitted Discretion and (y) all purchase orders and quotations for all FF&E required for the completion of the Property Improvements (such documentation collectively referred to as the “PIP Backup”). Advances from the PIP Reserve shall be subject to the following availability:

(A)Prior to receipt of the Second Bucket PIP Backup, Agent shall permit Borrowers to request advances from the PIP Reserve, which shall be subject to this Section 3.2(a)and the draw procedures on Exhibit B in an amount not to exceed $2,500,000 (the “First PIP Bucket”).

(B)Borrower shall provide PIP Backup for Property Improvements totaling not less than $10,500,000 (inclusive of the First PIP Bucket) (the “Second Bucket PIP Backup”), together with PIP Backup for the Property Improvements funded in the First PIP Bucket, to the extent not already received. Upon approval of the Second Bucket PIP Backup (which approval shall be given or withheld in Agent’s Permitted Discretion within 10 Business Days of receipt), Agent shall permit Borrowers to request advances from the PIP Reserve which shall be subject to this Section 3.2(a)and the draw procedures on Exhibit B for Property Improvements in the amounts reflected in the PIP Backup for the Property Improvements funded in the First PIP Bucket and approved pursuant to the Second Bucket PIP Backup, which shall not exceed

$10,500,000 (inclusive of the First PIP Bucket) (the “Second PIP Bucket”).

(C)Borrower shall provide PIP Backup for Property Improvements totaling not less than $18,500,000 (inclusive of the First PIP Bucket and the Second PIP Bucket) (such PIP Backup for Property Improvements not reflected in the PIP Backup for the First PIP Bucket or the Second Bucket PIP Backup being “Third Bucket PIP Backup”). Upon approval of the Third Bucket PIP Backup (which approval shall be given or withheld in Agent’s Permitted Discretion within 10 Business

Days of receipt), Agent shall permit Borrowers to request advances from the PIP Reserve which shall be subject to this Section 3.2(a)and the draw procedures on Exhibit B for Property Improvements in the amounts approved pursuant to the Third Bucket PIP Backup, which shall not exceed $18,500,000 (inclusive of the First PIP Bucket and the Second PIP Bucket) (the “Third PIP Bucket”).

(D)Borrower shall provide PIP Backup for all remaining Property Improvements set forth in the Property Improvement Plan and Budget (the “Final Bucket PIP Backup”). Upon approval of the Final Bucket PIP Backup (which approval shall be given or withheld in Agent’s Permitted Discretion within 10 Business Days of receipt), Agent shall permit Borrowers to request advances from the PIP Reserve which shall be subject to this Section 3.2(a)and the draw procedures on Exhibit B for Property Improvements in the amounts approved pursuant to the PIP Backup, which shall not exceed $26,192,977.00 (inclusive of the First PIP Bucket, the Second PIP Bucket and the Third PIP Bucket) (the “Final PIP Bucket”).

(iii)Borrowers may increase or decrease any line item of any Property’s Property Improvement Plan and Budget, and may do so by increasing or decreasing, as applicable, any other line item from such Property’s or any other Property’s Property Improvement Plan and Budget, so long as such adjustments (A) when taken individually, do not change any line item by an amount greater than ten percent (10%) of the amount first approved by Agent for such line item in the Property Improvement Plan and Budget for such Property and (B) when taken in the aggregate, are

(I)with respect to any Tranche A Property, no greater than the lesser of fifteen percent (15%) of the Property Improvement Plan and Budget for such Property and $250,000 and

(II)with respect to any Tranche B Property, no greater than the lesser of fifteen percent (15%) of the Property Improvement Plan and Budget for such Property and $500,000. Any adjustments in excess of the limitations set forth in this Section 3.2(a)(iii)may only be made with Agent’s prior written approval, which may be given or withheld in its Permitted Discretion.

(iv)Borrowers shall (A) commence and diligently pursue the completion of the Property Improvements required by the Property Improvement Plan and Budget in a timely manner in accordance with the requirements set forth herein and

(B) cause the Property Improvements to be substantially completed, as determined by Agent’s Construction Consultant and Agent in its Permitted Discretion, by the Completion Date (without regard to the sufficiency or availability of funds in the PIP Reserve). The Property Improvements shall be completed in a good and workman-like manner and in accordance with the Property Improvement Plan and Budget and the Construction Contracts, which shall be provided to Agent prior to any disbursement from the PIP Reserve for work conducted thereunder. Following the disbursement of the entire PIP Reserve pursuant to Section 3.2(a), Borrower shall pay any remaining costs required for the completion of the Property Improvements set forth on the Property Improvement Plan and Budget.

(v)Borrowers may make and agree to one or more change orders within any Property’s Property Improvement Plan and Budget without Agent’s prior written consent, so long as, (A) with respect to the Property Improvement Plan and Budget for (I) any Property, each individual change order does not exceed ten percent (10%) of such Property Improvement Plan and Budget, (II) any Tranche A Property, such change orders in the aggregate do not exceed the lesser of fifteen percent (15%) of the Property Improvement Plan and Budget for such Property and $250,000 and (III) any Tranche B Property, such change orders in the aggregate do not exceed the lesser of fifteen percent (15%) of the Property Improvement Plan and Budget for such Property and $500,000; (B) sufficient funds remain in the PIP Reserve which are allocated to each Property’s Property Improvement Plan and Budget to keep the PIP Reserve In Balance following such change order; and (C) written notice of such change order is delivered to Agent within five (5) Business Days after the end of the calendar month in which such change order is made. Any change orders with respect to a Property in excess of the individual and aggregate caps set forth in this Section 3.2(a)(v), shall be subject to Agent’s prior written approval in its Permitted Discretion, and then further subject to the availability of funds in the PIP Reserve.

(vi)Disbursements made from the PIP Reserve shall be deemed to have been received by Borrowers on the date of disbursement. At no time shall Agent have any obligation to make any disbursements from the PIP Reserve (i) if any conditions to advances set forth in Exhibit B have not been satisfied, (ii) if the PIP Reserve is not In Balance or (iii) after the Completion Date. Borrower shall cause the PIP Reserve to remain In Balance upon each disbursement requested from the PIP Reserve, or on a monthly basis for months during which Borrower does not request a disbursement from the PIP Reserve. The PIP Reserve shall be deemed to be “In Balance” only if, in Agent’s Permitted Discretion, as of any date of determination, the amount equal to the undisbursed proceeds of the PIP Reserve shall equal or exceed the aggregate of: (I) the amount required, according to the Property Improvement Plan and Budget, including contingency, if any, to fund the completion of the Property Improvements in compliance with the Property Improvement Plan and Budget and this Agreement; and (II) the amount required, if any, to be paid for actual or projected cost overruns, in excess of any contingency set forth in the Property Improvement Plan and Budget, in connection with the completion of the Property Improvements, in compliance therewith. In the event that Agent, in accordance with this Section 3.2(a), shall determine that the PIP Reserve is not In Balance, Agent shall have no obligation to fund any disbursement from the PIP Reserve and shall provide Borrower written notice of such determination, including the dollar amount of such deficiency of funds remaining in the PIP Reserve (the “In BalanceShortfall”). Borrower agrees that if for any reason the PIP Reserve is not In Balance, Borrower shall pay to Agent, within ten (10) Business Days after written demand, an amount equal to the In Balance Shortfall. For the avoidance of doubt, Lender shall have no obligation to make any disbursement from the PIP Reserve until the PIP Reserve is In Balance.

(vii)With respect to any building materials, FF&E or other items that are not yet affixed to or incorporated into the Improvements (“Stored Materials”), but for which Borrower has obtained physical possession, Borrowers shall, with respect to any Stored Materials subject to a Disbursement Request (i) cause such Stored Materials to be covered by the Policies required hereunder and protected against loss, theft and damage in a manner acceptable to Agent in its Permitted Discretion, (ii) cause such Stored Materials to be incorporated into the Improvements within sixty (60) days of the delivery of the Disbursement Request therefor, and (iii) with respect to Stored Materials not stored on the Property, provide to Agent (x) such security agreements, financing statements and other documents as Agent may require in its Permitted Discretion sufficient to create, perfect and protect a first priority lien on such Stored Materials, (y) a written statement from the storer of such Stored Materials to the effect that Agent and Agent’s Construction Consultant may freely inspect such Stored Materials at all reasonable times and shall be permitted to retrieve such Stored Materials in connection with an exercise of remedies hereunder and (z) a certification to the effect that such Stored Materials are (1) stored in a designated and secure area, conspicuously marked to show that they are the subject of a security interest in favor of Agent, and that such Stored Materials will not be moved except in connection with their delivery to the Premises and (2) effectively segregated from all other materials of whatever kind located at the off-site location in question.

(b) Tax and Insurance Reserve.

(i)On each Monthly Payment Date, Borrowers shall pay to Agent a sum equal to one-twelfth of an amount which would be sufficient to pay the Taxes payable, or reasonably estimated by Agent to be payable, during the ensuing twelve (12) months to be held as a tax reserve to fund payment of future Taxes (the “Tax Reserve”). If requested by Agent (not earlier than two months prior to the date on which the next installment of Taxes becomes due), Borrowers shall also deposit, within five (5) Business Days of such request, into the Tax Reserve an amount which, together with the aggregate of deposits to be made on each Monthly Payment Date pursuant to the first sentence of this subsection (i), shall be sufficient, as of one month prior to the date on which the next installment of Taxes becomes due, to pay in full such installment of Taxes, as reasonably estimated by Agent. Agent shall apply such funds to, or (at the sole option of Agent) release such funds to Borrowers for, payment of such Taxes, provided that Borrowers have promptly supplied Agent with timely notice of all Taxes due.

(ii)On each Monthly Payment Date, Borrowers shall pay to Agent a sum equal to one-twelfth of the most recent annual insurance premiums to be held as an insurance reserve to pay for all liability and property insurance required to be to be held and maintained (the “Insurance Premiums”) by Borrowers pursuant to this Agreement (the “Insurance Reserve”, and together with the Tax Reserve, collectively referred to herein as the “Tax and Insurance Reserve”). If requested by Agent (not earlier than two months prior to the date on which the next installment of the next annual Insurance Premium becomes due), Borrowers shall also deposit, within five (5) Business Days of such request, into the Tax and Insurance Reserve an amount which, together with the aggregate of the monthly deposits to be made pursuant to the preceding sentence, shall be sufficient, as of one month prior to the date on which the next installment of the next annual Insurance Premium becomes due, to pay in full such insurance premium, as estimated by Agent. Agent shall apply such funds to, or (at the sole option of Agent) release such funds to Borrowers for, payment of such Insurance Premiums, provided that Borrowers have promptly supplied Agent with timely notices of all Insurance Premiums due.

(iii)In making any payment relating to Taxes or Insurance Premiums, Agent may do so according to any bill, statement or estimate procured from the appropriate public office, with respect to Taxes, and insurer or agent, with respect to Insurance Premiums, without inquiry into the accuracy of such bill, statement or estimate, in any case, or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim, as it relates to Taxes. If the total amount retained in the Tax and Insurance Reserve attributable to (i) the Tax Reserve exceeds the amount of payments actually applied by Agent as set forth in Section 3.2(c)(i) above, and (ii) the Insurance Reserve exceeds the amount of payments actually applied by Agent as set forth in Section 3.2(c)(ii) above, in each case, such excess may be credited by Agent on subsequent payments to be made by Borrowers under Sections 3.2(c)(i) and (ii), as applicable, or at the option of Agent, refunded to Borrowers; but if the funds in the Tax Reserve or the Insurance Reserve shall not be sufficient to pay the sums required by Section 3.2(c)(i) and (ii), respectively, at least thirty (30) days before the same are due and payable,

Borrowers shall, within five (5) Business Days after receipt of written demand therefor from Agent, deposit with Agent the full amount of any such deficiency. Upon repayment in full of the Indebtedness and the satisfaction of all Obligations, any remaining funds held in the Tax and Insurance Reserve shall be released to Borrowers.

(c)Deferred Maintenance Reserve. On the Closing Date, Agent shall withhold $228,545 from the Loan to fund a deferred maintenance reserve (the “DeferredMaintenance Reserve”). Such Deferred Maintenance Reserve shall, subject to the conditions set forth in this Agreement, be disbursed by Agent to Borrowers to pay the costs to complete the deferred maintenance items set forth on Schedule 3.2(d) (the “Deferred MaintenanceItems”). Funds from the Deferred Maintenance Reserve shall be advanced by Agent to Borrowers not more than once during any month. Provided that no Default or Event of Default exists and is continuing, Agent shall disburse funds held in the Deferred Maintenance Reserve to Borrowers (or, at Borrower’s request, directly to the applicable contractors or vendors installing or performing work on the applicable Deferred Maintenance Items) to pay the cost of the applicable Deferred Maintenance Items, within ten (10) Business Days after the delivery by Borrower to Agent of a request therefor (but not more often than once per month), provided that (i) such disbursement is for Deferred Maintenance Items; (ii) Agent shall have (if it desires) verified (by an inspection conducted at Borrowers’ expense) the performance of the work on the Deferred Maintenance Items; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrowers for Deferred Maintenance Items approved in writing by Agent and a description thereof, (2) that the same has not been the subject of a previous disbursement from the Deferred Maintenance Reserve or any other Reserve, (3) that all previous disbursements from the Deferred Maintenance Reserve have been used for the purpose for which they were requested, and (4) no Default or Event of Default or DSCR Cash Management Period exists;

(B) lien waivers (which may be conditioned upon payment), (C) invoices and/or other evidence of costs or payment satisfactory to Lender; (D) at Agent’s option, a title search for any Property at which such Deferred Maintenance Items were installed or performed indicating that such Property is free from all Liens, claims and other encumbrances not previously approved by Lender; (E) such other evidence as Agent shall request that the Deferred Maintenance Items to be funded by the requested disbursement have been installed, completed and are paid for or will be paid upon such disbursement to Borrowers; and (F) the request for disbursement is in accordance with and subject to the draw procedures set forth in Exhibit B hereto. In no event shall Agent be obligated to reimburse Borrowers out of the Deferred Maintenance Reserve for costs of routine maintenance to any Property. Borrower shall cause each item identified on Schedule 3.2(d)to be substantially completed as determined by Agent’s Construction Consultant and Agent in its Permitted Discretion on or before the date for completion set forth thereon.

(d)FF&E Reserve. On each Monthly Payment Date, Borrowers shall pay to Agent an amount equal to the FF&E Deposit Amount to be deposited into an FF&E reserve (the “FF&E Reserve”). Provided that no Default or Event of Default has occurred and is continuing, Agent shall disburse funds held in the FF&E Reserve to Borrowers within ten (10) Business Days after the delivery by Borrower to Agent of a request therefor (but not more often than once per month), in increments of at least $10,000, provided, that (i) such disbursement is for FF&E expenditures not covered by the Property Improvement Plan and

Budget, (ii) such FF&E expenditure was made in accordance with the Approved Operating Budget or otherwise approved by Agent, which approval shall not be unreasonably withheld; and (iii) for all Major FF&E, Agent shall have (if it desires) verified (by an inspection conducted at Borrower’s expense) the installation or performance of the FF&E or work in question; (iv) such disbursement must be for work that has already been completed and for which Agent has received all Lien waivers as it may require in its sole discretion; and (v) the request for disbursement is in accordance with and subject to the draw procedures set forth in Exhibit Bhereto. Upon repayment in full of the Indebtedness and the satisfaction of all Obligations, any remaining funds held in the FF&E Reserve shall be released to Borrowers or the Person(s) legally entitled thereto. Agent reserves the right to use the services of Agent’s Construction Consultant in connection with the approval and ongoing monitoring of any such disbursement and work related thereto.

(e)Seasonality Reserve. For the purpose of providing funds for use by Borrowers to pay Debt Service and Approved Operating Expenses in the calendar months, if any, when Operating Cash Flow for the Portfolio is negative, Borrowers shall deposit with Agent, to be held in a reserve (the “Seasonality Reserve”), (i) $750,000 on the Closing Date (to be funded by Agent withholding $750,000 from the Loan) and (ii) on each Monthly Payment Date immediately following the receipt of the monthly reporting required by Section 5.10(d) for calendar months June through (and including) September of each calendar year, all positive Operating Cash Flow, if any. For the avoidance of doubt, and by way of example only, if the reporting required by Section 5.10(d) for the month of June is received on August 12th of the same year, Borrower shall deposit into the Seasonality Reserve an amount equal to the positive Operating Cash Flow, if any, as evidenced by such reporting, on the Monthly Payment Date in August. In no event shall Borrower be required to cause the balance of the Seasonality Reserve to exceed the Seasonality Reserve Required Balance; provided, however, if on September 30th of any calendar year the balance of the Seasonality Reserve is less than the Seasonality Reserve Required Balance, Borrowers shall deposit with Agent an amount in cash equal to the Seasonality Shortfall Amount on the Monthly Payment Date in October of such year to be held in the Seasonality Reserve. Provided no Default or Event of Default shall have occurred and is continuing, on any Monthly Payment Date when the Portfolio has negative Operating Cash Flow, Agent shall pay any shortfalls in Debt Service and Approved Operating Expenses for such month, only to the extent of the funds available in the Seasonality Reserve, in the order set forth for such items in Section 3.4(b). Funds deposited in the Seasonality Reserve shall be disbursed only pursuant to the preceding sentence or upon the indefeasible payment in full of the Indebtedness by Borrowers, at which point Agent shall disburse all funds deposited in the Seasonality Reserve to the Borrowers.

(f) Environmental Reserve.    On the Closing Date, Agent shall withhold

$450,000 from the Loan to fund a reserve (the “Environmental Reserve”), which shall be designated for use by Borrowers to fund the costs of compliance with and completion of the Pasco VCP and the Port Angeles VCP (or the Mandated Plan). Agent shall hold $100,000 of the Environmental Reserve for the completion of the Pasco VCP and shall hold $350,000 of the Environmental Reserve for the completion of the Port Angeles VCP (or the Mandated Plan). Agent shall disburse funds held in the Environmental Reserve to Borrowers within ten (10) Business Days after the delivery by Borrower to Agent of a request therefor (but not more often than once per month), provided that (i) such disbursement is for costs incurred by Borrower (A)

prior to the Closing Date in an amount not to exceed $75,000 and (B) after the Closing Date, in each case, to comply with its obligations under Section 5.40 (e) and (f); (ii) Agent shall have (if it desires) verified (by an inspection conducted at Borrowers’ expense) the performance of such work; and (iii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used to pay or reimburse Borrowers for costs incurred by Borrower to comply with its obligations under Section 5.40(e) and (f), (2) that the same has not been the subject of a previous disbursement from the Environmental Reserve or any other Reserve, (3) that all previous disbursements from the Environmental Reserve have been used for the purpose for which they were requested, and (4) no Default or Event of Default or DSCR Cash Management Period exists; and (B) invoices and/or other evidence of costs or payment satisfactory to Agent. Agent shall make $250,000 of the Environmental Reserve available to Borrowers for reimbursement for work conducted to satisfy the conditions in Section 5.40(e) and

(f)and shall distribute the remaining $200,000 in the Environmental Reserve only upon the terms and conditions set forth below. Upon repayment in full of the Indebtedness and the satisfaction of all Obligations, the entire balance of the Environmental Reserve, if any, shall be disbursed to Borrower. Upon the confirmation from Agent’s environmental consultant, or other evidence satisfactory to Agent in its Permitted Discretion, that Borrower’s obligations under Section 5.40(e) or (f), as applicable, have been fully satisfied in Agent’s Permitted Discretion (which determination may be made based on the issuance by WDOE of a “no further action” letter with respect to the applicable Property or if WDOE otherwise terminates Borrowers’ obligations with respect to all cleanup of such Property), Agent shall disburse $100,000 from the funds remaining in the Environmental Reserve to Borrowers. Thereafter, the confirmation from Agent’s environmental consultant, or other evidence satisfactory to Agent in its Permitted Discretion, that Borrower’s obligations under Section 5.40(e) or (f), as applicable, have been fully satisfied in Agent’s Permitted Discretion (which determination may be made based on the issuance by WDOE of a “no further action” letter with respect to the applicable Property or if WDOE otherwise terminates Borrowers’ obligations with respect to all cleanup of such Property), Agent shall disburse the remaining balance of the Environmental Reserve to Borrowers. Agent shall have no obligation to make any disbursement of funds from the Environmental Reserve during the continuance of an Event of Default. Borrower shall pay all reasonable fees and actual out-of-pocket costs and expenses of Agent’s environmental consultant in connection with the foregoing.

Section 3.3    Operating Account and Lender Account.

(a)All Gross Revenues of each Property shall be deposited by the remitter thereof into the Operating Account for such Property, and Borrowers shall direct, or shall cause Property Manager to direct, that all amounts (i) paid by all Tenants under any Leases and any other remitter of Gross Revenues and (ii) received by Credit Card Processor or any other processor of Gross Revenues, be deposited directly to the Operating Account. Borrower shall deliver such additional documents, including but not limited to payment direction letters directing that all payments to Borrower from any source shall be paid into the Operating Account. Notwithstanding the foregoing, all Gross Revenues received by Borrower, Property Manager or by their Affiliates, shall be deposited (and Borrower shall cause Property Manager or such Affiliates to deposit such amounts) in the Operating Account within two (2) Business Days after receipt thereof. The direction to Tenant, Credit Card Processor and each other remitter or processor of Gross Revenues to deposit such Gross Revenues into the Operating

Account shall not be modified except by Agent. Borrower shall not establish any deposit account other than the Operating Account without (i) the prior written consent of Agent and (ii) delivery to Agent of a deposit account control agreement in form and substance satisfactory to Agent in its sole discretion.

(b)At any time upon the occurrence and during the continuation of a Default, an Event of Default or a DSCR Cash Management Period, Agent may (i) directly notify any remitter of Gross Revenues, including any Tenant, to deposit all sums due and payable to Borrower to the Lender Account and (ii) deliver written notice (A) to the Cash Management Bank limiting Borrower’s access to the Operating Account in accordance with the terms of the Operating Account Agreement and directing Cash Management Bank to begin sweeping all cash in the Operating Account into the Lender Account and/or (B) to the Credit Card Processor directing it to begin sweeping all payments processed pursuant to the Credit Card Processing Agreement to the Lender Account. Upon (x) the termination of any DSCR Cash Management Period, (y) the cure of any Default in accordance with this Agreement and

(z) the waiver by Agent, in its sole discretion, of all Events of Default, as applicable, Agent shall deliver written notice (i) to the Cash Management Bank reinstating Borrower’s access to the Operating Account in according with Section 3.4hereof and (ii) to the Credit Card Processor reinstating the payment instruction which directs processed payments to the Operating Account.

(c) Agent may establish subaccounts of the Lender Account (which may be ledger or book entry accounts and not actual accounts). The Lender Account and any such subaccounts will be under the sole control and dominion of Agent, on behalf of Lenders, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses, when due, of opening and maintaining the Operating Account, the Lender Account, and all Reserves.

Section 3.4    Application of Operating Revenues.

(a)Provided (i) no Default or Event of Default shall have occurred and is continuing, and (ii) no DSCR Cash Management Period is in effect, Borrower shall be entitled to withdraw, on a daily basis (or more or less frequently) any and all funds then on deposit in the Operating Account.

(b)Provided no Event of Default shall have occurred and is continuing, on each Monthly Payment Date while a Default exists (and Agent has delivered any or all notices set forth in Section 3.3(b)) or during a DSCR Cash Management Period, Agent shall apply funds in the Lender Account in the following order of priority:

(i)First, to transfer into the Tax and Insurance Reserve, the amount that Borrower is required to escrow therein for the Tax and Insurance Reserve for such month in accordance with the terms hereof;

(ii)Second, to pay the Debt Service and any fees (including Loan Expenses) due and owing hereunder on such Monthly Payment Date;

(iii)Third, to Borrower or Property Manager, an amount equal to the Approved Operating Expenses (which, subject to Agent’s approval pursuant to Section5.32(c), shall include property management fees and other fees pursuant to the Property Management Agreement and franchise fees pursuant to any Franchise Agreement) for such month as set forth in the Approved Operating Budget, which funds shall be used by Borrower and/or Property Manager solely to pay for such Approved Operating Expenses;

(iv)Fourth, to transfer into the FF&E Reserve and the Seasonality Reserve, the amount that Borrower is required to escrow therein for such month in accordance with the terms hereof;

(v)Fifth, to pay or repay any Protective Advances and any other amounts due and owing hereunder or under any other Loan Documents on such Monthly Payment Date; and

(vi)Sixth, all remaining amounts shall be held in the Lender Account as cash collateral until such time as no Default, Event of Default or DSCR Cash Management Period shall exist, in which case Agent shall wire the balance of the Lender Account to the Operating Account; provided, however, upon the occurrence of an Event of Default, Agent may apply such cash collateral in accordance with Section 3.4(c) below.

(c)In the event that the funds available in the Lender Account on any Monthly Payment Date are insufficient for payment of the amounts set forth in Section3.4(b)(i)through (v) for such Monthly Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within two (2) Business Days of request by Agent, time being of the essence. Notwithstanding anything to the contrary contained in this Section 3.4, upon the occurrence and continuance of an Event of Default, Agent shall have the right to direct, and to apply all funds in any Reserve, the Operating Account, the Lender Account and other proceeds of repayment in such order and in such manner as Agent shall elect, including, the payment of principal and/or interest, in such order, priority and proportions as Agent in its sole discretion shall determine without seeking the appointment of a receiver and without adversely affecting the rights of Agent to foreclose the Lien of the Security Instrument, the Operating Account Agreement or exercise its other rights under the Loan Documents.

(d)Notwithstanding the foregoing, Agent shall notify Borrower in writing if a DSCR Cash Management Period has commenced, and, so long as no Event of Default then exists, Borrower shall have ten (10) Business Days to make a partial prepayment of principal to Agent for the benefit of Lenders, in the amount necessary, as determined by Agent, to cause the Debt Service Coverage Ratio to be equal to or greater than 1.50:1.0; provided, however, such partial prepayment shall be in an amount equal to or greater than $500,000. Borrower shall not be required to pay any Prepayment Premium in connection with any partial prepayment of principal in relation thereto.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES.

Section 4.1    Representations and Warranties.    To induce Agent and Lenders to

execute and perform this Agreement, Borrowers hereby represent, warrant and, with respect to any statement of future conduct, covenants, to Agent and Lenders as follows:

(a)Each PropCo Borrower has good, marketable and indefeasible fee simple title to the Property owned by such PropCo Borrower, subject to no Liens except for the Permitted Exceptions and Approved Leases. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements in connection with the transfer of the Properties to PropCo Borrowers have been paid.

(b)Each Borrower is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware. Each PropCo Borrower is qualified to conduct business in the state where the Property owned by such PropCo Borrower is located. No Borrower is a governmental entity. The address of each Borrower’s and Parent’s principal place of business is 201 W. North River Drive, Suite 100, Spokane, Washington 99201. No Borrower is a “foreign person” within the meaning of Sections 1445 or 7701 of the Code. Parent is the sole member of Holding and is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware. Borrowers and Parent are duly qualified to do business and are in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, business and operations. Borrowers, Parent and Guarantor have furnished to Agent true, correct and complete copies of their respective organizational documents, and such organizational documents are all in full force and effect. No default exists under any of the organizational documents and no event has occurred which, with the giving of notice or lapse of time or both, would result in any default thereunder. Attached hereto as Schedule 4.1(b)is a true and complete organization chart of Borrower, Parent and their direct and indirect owners as of the Closing Date.

(c)Each of Borrower and Parent is a Single Purpose Entity. All of the factual assumptions made in the non-consolidation opinion delivered on the Closing Date are true, complete and correct in all material respects.

(d)(i) No Borrower Party, nor any Person Controlling or Controlled by Borrower Party, nor any Person who at any times owns, directly or indirectly, more than twenty percent (20%) of the outstanding Equity Interests of any Borrower Party, nor any Person for whom any Borrower Party is acting as agent or nominee in connection with this transaction, but excluding in all events any Person owning, directly or indirectly, Equity Interests in any Guarantor in which Equity Interests in such Guarantor are publicly-traded “Transaction Persons”) (1) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (2) engages in any dealings or

transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner in violation of Section 2 of such executive order, or (3) is a Person on the list of Specially Designated Nationals and Blocked Persons or is in violation of the limitations or prohibitions under any other OFAC regulation or executive order.

(ii)No part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

(iii)Borrower acknowledges by executing this Agreement that Agent has notified the Borrower and that Borrower has notified the Borrower Parties and the other Transaction Persons that, pursuant to the requirements of the Patriot Act, Agent is required to obtain, verify and record such information as may be necessary to identify such Persons (including, without limitation the name and address of such Person) in accordance with the Patriot Act.

(e)Each Borrower has full power and authority to conduct its business as presently conducted, to own its Property, if any, to enter into this Agreement and to perform all of its duties and obligations under this Agreement and under the Loan Documents; and such execution and performance have been duly authorized by all necessary Legal Requirements. Neither any Borrower nor any Borrower Party has been convicted of a felony and there are no proceedings or investigations being conducted involving criminal activities of Borrower or any Borrower Party.

(f)There are no actions, suits or other proceedings at law or in equity by or before any Governmental Authority now pending or, to any Borrower’s knowledge, threatened against or affecting Borrower Party or any Property, which, if adversely determined, would result in a Material Adverse Change.

(g)This Agreement, the Security Instruments, the other Loan Documents and any other documents and instruments required to be executed and delivered by any Borrower Party in connection with this Loan, when executed and delivered, will constitute the duly authorized, valid and legally binding obligations of the Borrower Party thereto and may be enforced in accordance with their respective terms (except to the extent that enforceability may be affected or limited by applicable bankruptcy, insolvency and other similar debtor relief laws affecting the enforcement of creditors’ rights generally). No approval of, or consent from, any Governmental Authority or any other Person not holding a direct or indirect ownership interest in any Borrower Party is required in connection with the execution and delivery by any Borrower Party of this Agreement or any of the other Loan Documents to which each is a party. No basis exists as of the Closing Date for any claim against Agent under this Agreement, under the Loan Documents or with respect to the Loan. As of the Closing Date, enforcement of this Agreement and the Loan Documents is subject to no defenses of any kind. The Security Instruments when properly recorded and indexed in the appropriate records, together with any UCC Financing Statements required to be filed in connection therewith, when properly filed

and indexed in the appropriate records, will create (i) a valid, perfected first priority Lien on the applicable PropCo Borrower’s interest in each Property and (ii) to the extent a security interest can be perfected by filing, valid and perfected first priority security interests in and to, and perfected collateral assignments of, all personalty, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Exceptions. All mortgage, recording, stamp, intangible or other similar taxes required to be paid by any Person under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents have been paid.

(h)The execution, delivery and performance of this Agreement, the Security Instrument, the other Loan Documents and any other documents or instruments to be executed and delivered by any Borrower Party pursuant to this Agreement or in connection with this Loan and the occupancy and use of the Property do not in any material respect: (i) violate any Legal Requirements, or (ii) conflict with, be inconsistent with, or result in any breach or default of any of the terms, covenants, conditions or provisions of any indenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind to which any Borrower Party is a party or by which any of them may be bound. No Borrower Party is in default (without regard to grace or cure periods) under any contract or agreement to which it is a party, the effect of which default could adversely affect the performance by such Borrower Party of its obligations pursuant to and as contemplated by the terms and provisions of this Agreement and/or the other Loan Documents.

(i)No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding exists which would reasonably result in a Material Adverse Change.

(j) All Collateral is located in the United States.

(k)Except as set forth in the Post-Closing Agreement, each Property and the present use and occupancy of such Property does not, to the knowledge of Borrower, violate or conflict with any Legal Requirements, in any material respect, including, without limitation, zoning, building, land use, noise abatement, occupational health and safety laws, storm and sanitary disposal regulations, or any permit, easement, covenant, condition or restriction, whether recorded or not applicable to any storm and sanitary sewage disposal system, water system, drainage system, and all mechanical systems but excluding Hazardous Materials Laws. In addition, except as set forth in the Post-Closing Agreement, to the knowledge of Borrower after commercially reasonable due diligence and inquiry, any applicable Governmental Authority having jurisdiction over any Property have issued their permits for the construction, tap on and operation of those systems referred to in the prior sentence. No legal proceedings are pending or, to the knowledge of Borrower, threatened with respect to the zoning of any Property. Except as disclosed by the Title Policy or the Survey, neither the zoning nor any other right to construct, use or operate any Property is in any way dependent upon or related to any property other than such Property. There has not been committed by any Borrower Party or, to Borrower’s knowledge, any other Person in occupancy of or involved with the operation or use of any Property, any act or omission affording any Governmental Authority the right of forfeiture as against any Property or any part thereof or any monies paid in performance of any Borrower’s obligations under any of the Loan Documents. No portion of any Property has

been purchased by Borrower with proceeds of any illegal activity. Except as set forth in the Post-Closing Agreement, if a third party is required under any covenants, conditions and restrictions of record or any other agreement to consent to the use and/or operation of such Property, such approval has been obtained from such party.

(l)None of the proceeds of the Loan will be used by any Borrower for the purpose of purchasing or carrying “margin stock” within the meaning of Regulation T, U or X issued by the Board of Governors of the Federal Reserve System, as at any time amended, and Borrower agrees to execute all instruments which may be necessary from time to time, if any, to comply with all the requirements of Regulation U of the Federal Reserve System, as at any time amended.

(m)No Borrower is an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) which is subject to Title I of ERISA. None of the assets of any Borrower constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Sec. 2510.3-101. No Borrower is or will be a “governmental plan” within the meaning of Section 3(32) of ERISA. Transactions by or with Borrower are not subject to any state or other statute, regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of Section 3(32) of ERISA which is similar to the provisions of Section 406 of ERISA or Section 4975 of the Code and which prohibit or otherwise restrict the transactions contemplated by this Agreement, including but not limited to the exercise by Agent of any of its rights under the Loan Documents.

(n)No Borrower is (i) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (ii) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money, or (iii) a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

(o)Except as may be set forth in the Environmental Reports or otherwise previously disclosed to Agent in writing:

(i)Neither any Borrower nor, to the knowledge of Borrower, any Property is in violation of any Hazardous Materials Laws;

(ii)Neither any Borrower nor any other Borrower Party has received, or has received a copy of, any notice of any violation or alleged violation of any Hazardous Materials Laws with respect to any Property;

(iii)There are no pending civil (including actions by private parties), criminal or administrative actions, suits or proceedings affecting any Borrower Party or any Property relating to Hazardous Materials or Hazardous Materials Laws with respect to any Property (“Environmental Proceedings”) and neither Borrower nor any Borrower Party has any knowledge of any threatened Environmental Proceedings;

(iv)Neither any Borrower nor, to the knowledge of Borrower, any other Person, has used, generated, manufactured, stored or disposed of on, under or about any Property or transported to or from any Property any Hazardous Materials (other than in compliance with Hazardous Materials Laws). To the knowledge of Borrower, no Property is subject to any private or governmental Lien or judicial or administrative notice or action or inquiry, investigation or claim relating to hazardous, toxic and/or dangerous substances, Toxic Mold or any other Hazardous Materials;

(v)To the knowledge of Borrower, no Toxic Mold is on or about any Property which requires remediation under any applicable Hazardous Materials Laws or otherwise poses a danger to persons or property;

(vi)There have been no environmental investigations, studies, audits, reviews or other analyses conducted by or on behalf of any Borrower which are in any Borrower’s possession or control and which have not been provided to Agent; and

(vii)No Property has been used by Borrower, or to the knowledge of Borrower, any other Person, permanently or temporarily, as a disposal site or storage site for any Hazardous Materials in violation of any applicable Hazardous Materials Laws and to the knowledge of Borrower, each Property, and all parts thereof, are free of all Hazardous Materials other than Hazardous Materials that do not violate any applicable Hazardous Materials Laws.

(p)All financial statements of any Borrower or any Borrower Party submitted to Agent by any Borrower, any Borrower Party or any Affiliate in connection with the Loan are true and correct in all material respects, have been prepared in accordance with GAAP consistently applied, and fairly present the respective financial conditions and results of operations of the Persons which are their subjects. Since the date of such financial statements, there has been no Material Adverse Change in the financial condition, operations or business of any Borrower, any Borrower Party, or any Property from that set forth in said financial statements.

(q)Following the discharge of existing Debt on the Closing Date, neither any Borrower nor Parent has any Debt other than (i) the Indebtedness and Obligations evidenced by this Agreement, (ii) trade payables (excluding payables for which Reserves have been established pursuant to this Agreement) incurred in the ordinary course of business of owning and operating each Property in an aggregate amount per Property no greater than the amount set forth on Schedule 4.1(q)for each Property, and (iii) payroll expenses which are no more than thirty (30) days past due (“Permitted Debt”).

(r)This Agreement and all financial statements, budgets, schedules, opinions, certificates, confirmations, sworn statements, applications, rent rolls, affidavits, agreements and other materials submitted to Agent in connection with or in furtherance of this Agreement by or on behalf of any Borrower or any Borrower Party fully and fairly state the matters with which they purport to deal, and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made not misleading.

(s)All utility and municipal services required for the occupancy and operation of each Property for its intended use, including water supply, storm and sanitary sewage disposal systems, cable services, gas, electric and telephone facilities are available for use and tap-on at the boundaries of the Land. Each Property has rights of access to public ways (including curb cuts and street access) and parking, except as set forth in the Post-Closing Agreement, permits and easements required for the use of each Property for its current use have been granted and issued. All roads necessary for the use of each Property for its current use have been completed and dedicated to public use and accepted by all Governmental Authorities.

(t)Except as disclosed on the Survey, none of the Improvements encroach upon any building line, set back line, side-yard line, or any recorded or visible easement which exists with respect to any Property.

(u)Each Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of such Property.

(v)No condemnation or other similar proceeding has been commenced or, to any Borrower’s knowledge, is threatened or contemplated with respect to all or any portion of any Property or for the relocation of roadways providing access to any Property.

(w)The Loan, including interest rate, fees and charges as contemplated hereby, is a business loan; the Loan is an exempted transaction under the Truth In Lending Act, 12 U.S.C. §1601 et seq.; and the Loan does not, and when disbursed will not, violate the provisions of the usury laws of the State of New York.

(x)Following the discharge of existing Debt which will occur on the Closing Date, there are no outstanding financing statements (other than any such statements identifying Agent as the secured party) naming any Borrower or Parent, as a debtor, and there are no federal tax liens against or bankruptcy filings by or against any Borrower Party.

(y)To the extent required, each Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and have paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by such Borrower.

(z)No Borrower Party is contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency law or the liquidation of all or a major portion of its property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against any Borrower Party. In addition, no Borrower Party has been a debtor in any such bankruptcy proceeding, and no Borrower Party has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors.

(aa) No Borrower has entered into the Loan or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and taking into account Section 5.38, each Borrower has received reasonably equivalent value in exchange for its obligations under the Loan Documents. As of the Closing Date, giving effect to the Loan and the transactions

contemplated by the Loan Documents, and taking into account Section 5.38, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed the Borrower’s total probable liabilities, including subordinated, unliquidated, disputed and/or contingent liabilities, including the maximum amount of their contingent liabilities or their debts as such debts become absolute and matured. As of the Closing Date, and taking into account Section 5.38, Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Taking into account Section 5.38, Borrower does not intend to, and does not believe that it will, incur Debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower).

(bb) No Property or any portion thereof is subject to any other Lease other than the Leases described on Schedule 4.1(bb)hereto (the “Rent Roll”). Except as set forth on the Rent Roll: (i) each Lease is in full force and effect; (ii) each Tenant under its respective Lease has accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under its respective Lease, and to the knowledge of Borrower, there are no offsets, claims or defenses to the enforcement thereof;

(iii) all rents due and payable under each Lease have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and to the knowledge of Borrower, there is no claim or basis for a claim by the Tenant thereunder for an adjustment to the rent;

(v) no Tenant has made any written claim against Borrower under its respective Lease which remains outstanding, to the knowledge of Borrower, there are no defaults on the part of Borrower under any Lease, and to the knowledge of Borrower, no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to the knowledge of Borrower, there is no present default (beyond the expiration of any notice and cure period) by any Tenant under any Lease, and no events or circumstances exist which, with the passage of time or the giving of notice, or both, would constitute a default by a Tenant under its respective Lease; (vii) all security deposits under the Leases are as set forth on the Rent Roll and are held in compliance with applicable Legal Requirements; (viii) the applicable Borrower is the sole owner of the entire lessor’s interest in each Lease; and (ix) each Lease is the valid, binding and enforceable obligation of the applicable Borrower and, to the knowledge of Borrower, the applicable Tenant thereunder. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the rents thereunder have been assigned or pledged except to Agent for the benefit of the Lenders. Agent has been provided true and correct copies of all Leases.

(cc) None of the Properties nor any part thereof are subject to any purchase options, rights of first refusal or other similar rights in favor of third parties.

(dd) There are no Material Contracts other than the Property Management Agreements, the Franchise Agreements, if any, and the Material Contracts listed on Schedule 4.1(dd). Borrower has delivered to Agent true and complete copies of all Material Contracts and all amendments thereto. Each of the Material Contracts is in full force and effect. No party to any Material Contract has sent or received any notice of default thereunder that

remains outstanding. No Borrower is in default and has no knowledge of any default under any Material Contract by any other party thereto. All amounts that are due and payable under each Material Contract by any party thereto have been paid in full. No party to any Material Contract has commenced any action or given or received any notice for the purpose of terminating such Material Contract.

(ee) Shelbourne Investors has complied with its obligations pursuant to the Closing Escrow Agreement.

(ff) As of the Closing Date, no Property is being used for the production, distribution or sale of marijuana, cannabis or their byproducts and to Borrower’s knowledge, no Tenant is using the Property for such purpose.

(gg) The building located at the southeast side of the Pasco, Washington property and noted as a “Two-Story Brick Structure” on the ALTA Survey prepared by Duryea

& Associates, P.S., job no. 14-1880D, dated October 13, 2014, last revised on November 10, 2014, complies with the Concomitant Zoning Agreement, recorded December 5, 1979 as document number 397315 in the official public records of Franklin County, Washington.

Section 4.2 Continuation of Representations and Warranties. Except for those representations and warranties made as of a certain date, Borrower hereby covenants, warrants and agrees that the representations and warranties made in Section 4.1hereof shall be and shall remain true and correct at the time of the Closing Date and at all times thereafter so long as any part of the Indebtedness shall remain outstanding. Each disbursement request from any Reserve shall constitute a reaffirmation that the foregoing representations and warranties are true and correct in all material respects as of the date of such disbursement request or shall specify any representations and warranties that are not true and correct as of such date; provided however, specifying that such representations and warranties that are not true and correct as of such date shall not constitute a Default under this Agreement.

ARTICLE 5 BORROWER COVENANTS.

Each Borrower hereby covenants and agrees with Agent and Lenders that, at all times so

long as any part of the Indebtedness shall remain outstanding:

Section 5.1 Performance of Obligations. Borrower shall promptly pay when due all Indebtedness and shall perform and comply with in a timely manner all other Obligations, and no Obligations shall be released, discharged or otherwise affected by reason of any act, claim or circumstance of any kind or nature, whether or not Borrower has notice or knowledge thereof.

Section 5.2 Existence; Compliance with Legal Requirements. Borrower and each Borrower Party which is not a natural person shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, permits and franchises and comply with all Legal Requirements applicable to it and the Properties. Neither Borrower nor any Borrower Party which is not a natural person shall engage in any dissolution, liquidation or consolidation or merger with or into any other Person except as permitted by the Loan

Documents provided that the foregoing restriction shall not apply to RLH with respect to consolidations and mergers. Additionally, PropCo Borrowers shall not: (a) engage in any business activity not related to the ownership and leasing of the Properties, (b) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of any Property or other assets of Borrower except to the extent expressly permitted by the Loan Documents, or

(c) cause, permit or suffer Parent to dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which Parent would be dissolved, wound up or liquidated in whole or in part.

Section 5.3 Single Purpose Entity. Each Borrower shall at all times be a Single Purpose Entity. No Borrower shall make any change, amendment or modification to its organizational documents without Agent’s prior written consent in its Permitted Discretion. Additionally, no Borrower shall take any action which could result in it not being a Single Purpose Entity.

Section 5.4 Compliance with Non-Consolidation Opinion Assumptions. Each Borrower and Parent shall conduct their business so that the assumptions made in the non- consolidation opinion delivered on the Closing Date shall be true and correct in all material respects.

Section 5.5 ERISA. Each Borrower shall deliver to Agent such certifications or other evidence from time to time throughout the Term, as requested by Agent, stating that (A) such Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (B) such Borrower is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; (C) the assets of such Borrower do not constitute “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101; (D) neither such Borrower nor any Guarantor is a party in interest (as defined in Section 3(14) of ERISA) with respect to an employee benefit plan sponsored or contributed by any Lender; and (E) neither such Borrower nor any Guarantor is: (1) a fiduciary (including but not limited to any administrator, officer, trustee or custodian), counsel or employee of any Lender; (2) an employer any of whose employees are covered by an employee benefit plan sponsored or contributed by Agent; (3) an individual or entity providing services to an employee benefit plan sponsored or contributed by any Lender; (4) an employee organization any of whose members are covered by an employee benefit plan sponsored or contributed by any Lender; (5) an owner, direct or indirect, of fifty percent (50%) or more of any entity described in clauses (3)or (4)above; (6) a spouse, ancestor, lineal descendant or spouse of a lineal descendant of any individual described in clauses (1), (2),

(3)or (4)above; (7) a corporation, partnership or trust or estate of which fifty percent (50%) or more is owned, directly or indirectly, or held by Persons described in clauses (1), (2), (3), (4)or

(5)above; (8) an employee, officer, director or a ten percent or more shareholder, directly or indirectly, of a Person described in clauses (3), (4), (5)or (6)above or of any Lender; or (9) a ten percent (10%) or more partner or joint venture of a Person described in clauses (2), (3), (4), (5) or (6)above. No Borrower shall engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by any Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA (collectively, the “ERISA Prohibited Actions”). Notwithstanding the foregoing, with respect to subsections (D) and (E)

above, Agent may only require each Borrower and Guarantor to certify, in the affirmative or negative, as the case may be, with respect to any prospective Loan Transferee prior to such Person becoming a Lender, and thereafter no Borrower shall take any ERISA Prohibited Action with respect to any Lender.

Section 5.6 Defense and Notice of Actions and Certain Other Events. Each Borrower shall, without liability, cost or expense to Agent, protect, preserve and defend title to the Properties, the Liens granted to Agent for the benefit of the Lenders hereunder and under each of the other Loan Documents (including but not limited to the Security Instrument) and the rights or powers of Agent hereunder and under each of the other Loan Documents, against all adverse claimants to title, or any possessory or non-possessory interest in any Property. Each Borrower shall give Agent prompt written notice (and in no event later than ten (10) Business Days following such Borrower’s knowledge thereof) of any such event, action or proceeding, including fire or other casualty causing damage to any Property; the receipt by Borrower of a notice of condemnation or other taking of any Property; the receipt by Borrower of a notice from any governmental agency relating to any Property of any violation of law; a change in the nature of the occupancy or use of any Property; or the commencement or threatened commencement of any litigation or proceedings that seek to, or could have the effect of: (a) enjoining or otherwise preventing or declaring invalid or unlawful the occupancy, maintenance or operation of any Property or any portion thereof; (b) adversely affecting the validity or priority of the Liens granted Agent hereunder or under any other Loan Document; or (c) materially adversely affecting the financial condition of any Borrower Party, or the ability of any Borrower Party to perform its Obligations under the other Loan Documents. Borrower will cause any such litigation or proceedings to be vigorously contested in good faith, and in the event of an adverse ruling or decision, prosecute all allowable appeals therefrom. Without limiting the generality of the foregoing, each Borrower will resist the entry or seek the stay of any temporary or permanent injunction that may be entered, and use its best efforts to bring about a favorable and speedy disposition of all such litigation or proceedings.

Section 5.7 Right of Inspection; Due Diligence. Subject to the rights of Tenants under the Leases, Agent, Lenders and their respective agents or employees, may enter any Property at any time on reasonable advance notice (provided no advance notice shall be required after the occurrence of an Event of Default) for the purpose of (a) inspecting such Property or ascertaining Borrower’s compliance with the terms of any Loan Document, and (b) conducting periodic due diligence to assess the condition of the Collateral, Borrower and such Property.

Section 5.8 Liens. No Borrower shall cause, suffer or create any Liens upon all or any portion of any Property or any interest in any Property, or on any direct Equity Interests in any Borrower or Parent, other than the Permitted Exceptions, and any Borrower shall pay, or cause Tenants to pay, at or prior to the applicable due date, all obligations secured by or reducible to Liens which now or hereafter shall encumber any Property, whether senior or subordinate hereto, including all claims for work or labor performed, or materials or supplies furnished in connection with any work upon such Property. Notwithstanding the preceding sentence, Borrower may, within thirty (30) days after any Borrower first receives notice of an involuntary Lien, contest any such claim of involuntary Lien without cost or expense to Agent, but only upon posting, and concurrently supplying to Agent a certified copy of a statutory bond or other security sufficient under applicable law fully to protect any and all of such Property

encumbered by such claim of involuntary Lien and otherwise sufficient in Agent’s Permitted Discretion to protect Agent against any judgment in favor of the Lien claimant. If Agent is made a party by any party other than a Borrower Party to any litigation concerning the Loan Documents, any Property or any part thereof or interest therein, or the occupancy thereof by any Person, then Borrower shall indemnify, defend and hold Agent harmless from all claims and liability by reason of such litigation, including reasonable attorneys’ fees and expenses incurred by Agent whether or not any such litigation is prosecuted to judgment. Subject to Borrower’s right to contest any claim of involuntary Lien in accordance with this Section 5.8, any involuntary Lien other than a Permitted Exception shall be paid or fully discharged by Borrower within the earlier of (i) ten (10) days after demand by Agent, and (ii) twenty (20) days after Borrower receives notice of the filing of such Lien.

Section 5.9 Further Assurances; Supplemental Affidavits. Each Borrower shall, at Borrower’s sole cost and expense: (a) execute and deliver to Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the security interest of Agent in the Collateral at any time securing or intended to secure the Obligations of Borrower under the Loan Documents, as Agent may reasonably require; and (b) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Agent shall reasonably require from time to time, including curing any defects in the execution and delivery of the Loan Documents and executing and delivering, or causing to be executed and delivered, all such other documents, agreements and instruments as Agent may reasonably request to further evidence and more fully describe the Collateral for the Loan, to correct any omissions in the Loan Documents, to perfect, protect or preserve any Liens created under any of the Loan Documents, or to make any recordings, file any notices, or obtain any consents, as may be necessary or appropriate in connection therewith.

Section 5.10    Financial Reporting.

(a)Each Borrower shall keep and maintain or will cause to be kept and maintained proper and accurate books and records, in accordance with GAAP, or such other accounting method acceptable to Agent, reflecting the financial affairs of such Borrower. Agent shall have the right from time to time during normal business hours upon reasonable notice to any Borrower to examine such books and records at the office of any Borrower or such other Person maintaining such books and records and to make such copies or extracts thereof as Agent shall desire. Borrowers shall pay any costs incurred by Agent to examine such books, records and accounts, as Agent shall determine to be necessary or appropriate in its Permitted Discretion.

(b) Each Borrower shall furnish, or cause Parent to furnish, to Agent:

(i)Within ninety (90) days after the end of each of Borrower’s and Parent’s fiscal year, consolidated and consolidating annual financial statements of Parent and Borrower in accordance with Section (t) of Exhibit C to this Agreement, in accordance with GAAP, including the notes thereto, consisting of a balance sheet at the end of such completed fiscal year and the related statements of income, retained earnings,

cash flows and owners’ equity for such completed fiscal year, which financial statements shall be prepared and certified without qualification by an independent certified public accounting firm that RLH has selected for its audits accompanied by related management letters, if available.

(ii)All such financial statements, including, without limitation, those described in Section 5.10(a)(i) above, shall be accompanied by a certificate, executed on behalf of Parent, stating that such annual financial statement presents fairly the financial condition and the results of operations of Parent and its subsidiaries. Together with such financial statements, Borrower shall furnish to Agent a certificate, executed on behalf of Borrower, certifying as of the date thereof whether to Borrower’s knowledge there exists an Event of Default by Borrower under the Loan Documents and if such Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same.

(c) Borrower shall cause each Guarantor to furnish to Agent:

(i)As it relates to any Guarantor that is not an individual, within ninety (90) days after the end of each of such Guarantor’s fiscal year, audited, annual financial statements of such Guarantor prepared consistent with GAAP, including the notes thereto, consisting of a balance sheet at the end of such completed fiscal year and the related statements of income, retained earnings, cash flows and owners’ equity for such completed fiscal year, which financial statements shall be certified without qualification by (i) with respect to RLH, the independent certified public accounting firm that RLH has selected for its audits and (ii) with respect to Shelbourne Capital, Payday Partners, LLC and Falcon Investors, the independent certified public accounting firm that RLH has selected for its audits or another independent certified public accounting firm selected by Shelbourne Capital, Payday Partners, LLC or Falcon Investors, as applicable, and satisfactory to Agent in its Permitted Discretion, provided, that, Shelbourne Capital, Payday Partners, LLC and Falcon Investors, may provide unaudited financial statements prepared in-house that otherwise comply with this Section 5.10(c)(i)until Agent may direct otherwise, in its sole discretion, at any time following the occurrence and continuance of an Event of Default..

(ii)As it relates to any individual Guarantor, (A) complete federal and state tax returns and (B) a personal financial statement prepared by an accountant, which financial statement shall include a statement showing the maximum amount of their contingent liabilities or their debts as such debts become absolute and matured.

(iii)All such financial statements shall be accompanied by a certificate, executed on behalf of such Guarantor, stating that (A) such financial statement (1) is true, complete and accurate in all material respects, and (2) presents fairly the financial condition and the results of operations of such Guarantor, and (B) as of the date thereof, such Guarantor, together with the other Guarantors, are in compliance with the financial covenants applicable to such Guarantors in the applicable Guaranty.

(d)Each Borrower will furnish Agent on or before the forty-five (45) days after the end of each calendar month, the following items, accompanied by a certificate from the chief financial officer of such Borrower, certifying that such items are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of such Borrower and the Properties:

(iv)A fully executed copy of each Material Contract entered into during such calendar month;

(v)Operating statements and balance sheets of each Property conforming to Agent’s reporting requirements for comparable property and containing a comparison of actual results to budget estimates. Without limitation to the foregoing, such operating statements and balance sheets shall contain (A) the cash flow from operations of such Property for such calendar month and on a year-to-date and trailing twelve (12) calendar month basis, (B) a statement setting forth the Gross Revenues and Operating Expenses for such calendar month, and (C) the monthly bank statements with respect to any deposit accounts then used in connection with the operation of such Property from the bank or financial institution at which such accounts are held, which statements shall specify the balance of each such account as of the last day of such calendar month;

(vi)A current rent roll for each Property of all Major Leases, if any (unless all rent roll information is set forth in the monthly operating statement);

(vii)A copy of any notice received from a Tenant under a Major Lease threatening non-payment of rent or other default, alleging or acknowledging a default by landlord, requesting a termination of a lease or a material modification of any lease or notifying Borrower of the exercise or non-exercise of any option provided for in such Tenant’s lease, or any other similar material correspondence received by Borrower from any Tenant under a Major Lease during the subject month;

(viii)A statement of any litigation, legal action or proceeding identified in the second sentence of Section 5.6; and

(ix)A certificate, executed on behalf of each Borrower, certifying as of the date thereof whether to such Borrower’s knowledge there exists an Event of Default by Borrower under the Loan Documents and if such Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same.

(e)Agent and Borrower shall hold a quarterly review meeting or teleconference if requested by Agent.

(f)Borrower shall furnish to Agent, within ten (10) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information with respect to the operation of any Property and the financial affairs of any Borrower as may be reasonably requested by Agent.

(g)From and after the occurrence and during the continuance of an Event of Default, Agent may require, upon written demand and in its sole discretion, audited financial statements of any Borrower and any Guarantor (other than any individual guarantor).

Section 5.11    Taxes.

(a)Borrower’s Obligation for Payment of Taxes. Except to the extent Agent makes payments of Taxes from the Tax Reserve (for the periods and payments so covered by such payments), Borrower shall pay or cause to be paid all Taxes when due and payable. Borrowers shall deliver to Agent receipts or other reasonable evidence of such payment within forty-five (45) days after the end of each calendar month. No Borrower shall suffer, permit, initiate, or otherwise cause for any purpose, the joint assessment of (i) any Property with any other real property constituting a tax lot separate from such Property, or

(ii) any Land and any Personal Property, or any other procedure whereby the lien of real property taxes and assessments and the lien of personal property taxes shall be assessed, levied or charged against the Land as a single lien. While any Obligation remains outstanding, any Property shall be segregated on the applicable tax rolls from all other property, both real and personal. Borrower’s obligations under this Section 5.11shall not be affected by any damage to, defects in or destruction of any Property or any other event, including obsolescence of all or any part of any Property.

(b)Contest of Taxes. After prior written notice to Agent, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes, provided that (i) no Default or Event of Default has occurred and is continuing;

(ii) such proceeding shall suspend the collection of the applicable Taxes from Borrower and such Property or Borrower shall have paid all of the applicable Taxes under protest, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder,

(iv)neither a Property nor any part thereof or interest therein may be sold, forfeited, terminated, cancelled or lost so long as the contest is being pursued, and (v) Borrower shall have deposited with Agent adequate reserves for the payment of the applicable Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the applicable Taxes under protest or Borrower shall have furnished such other security as may be accepted by Agent in its sole discretion to insure the payment of any contested Taxes, together with all interest and penalties thereon.

Section 5.12    Insurance.

(a)Insurance Requirements. Each Borrower shall maintain such Policies in compliance with and subject to the terms and conditions of Exhibit D.

(b)Delivery of Policies and Renewals. Prior to the Closing Date, Borrower shall deliver to Agent certificates evidencing the insurance required hereunder with all premiums through June 2015 paid as of the Closing Date. Original Policies or certified true copies of the original Policies shall be delivered to Agent not later than ninety (90) days after the Closing Date. Borrower shall procure and pay for renewals of such insurance (or shall

cause the procurement and payment) from time to time before the expiration thereof, and Borrower shall deliver to Agent certificates with premiums prepaid at least ten (10) days before the expiration of any existing Policy. Original or certified copies of all renewal and replacement Policies shall be delivered to Agent not later than ninety (90) days after the expiration date of the applicable Policy or Policies required to be maintained hereunder, which copies shall bear notation evidencing payment of applicable premiums.

(c)Borrower’s Failure to Maintain Insurance. If any Borrower fails to maintain and deliver to Agent certificates of insurance required by Agent as set forth herein and within the time periods required herein, upon ten (10) days prior written notice to Borrower, or such shorter period as may be required in order to insure all Policies required hereunder remain in place, Agent may procure such insurance at Borrower’s sole cost and expense, with interest thereon at the Default Rate.

(d)Adjustment of Casualty Insurance Proceeds. Each Borrower shall cause any Policy in respect of loss or damage to any Property to provide that any loss equal to or greater than twenty-five percent (25%) of Allocated Loan Amount (the “RestorationThreshold”) shall be adjusted by Borrower and Agent together, and Borrower may not settle such loss or claim without the prior written consent of Agent. Any Policy in respect of loss or damage to a Property may provide that, provided no Default or Event of Default has occurred and is continuing, any loss that is less than the Restoration Threshold shall be adjusted solely by Borrower provided such adjustment is carried out in a competent and timely manner. During the continuance of a Default or an Event of Default, all losses shall be adjusted solely by Agent.

(e)Release. Each Borrower, for itself, and on behalf of its insurers, hereby releases and waives any right to recover against Agent and each Lender on any liability for: damages for injury to or death of persons; any loss or damage to property, including the property of any occupant of any Property; any loss or damage to buildings or other improvements comprising any Property; any other direct or indirect loss or damage caused by fire or other risks, which loss or damage is or would be covered by the insurance required to be carried hereunder by Borrower, or is otherwise insured; or claims arising by reason of any of the foregoing, except to the extent caused by the gross negligence or willful misconduct of Agent or such Lender or their respective employees, agents or contractors, as the case may be.

(f)Miscellaneous. Agent shall not, by reason of accepting, rejecting, obtaining or failing to obtain insurance, incur any liability for (i) the existence, nonexistence, form, amount or legal sufficiency thereof, (ii) the solvency or insolvency of any insurer, or

(c)the payment of losses. All insurance required hereunder or carried by Borrower shall be procured at Borrower’s sole cost and expense. Borrower shall deliver to Agent receipts reasonably satisfactory to Agent evidencing full prepayment of the premiums therefor, except to the extent Agent makes payments from the Insurance Reserve (for the periods and payments so covered by such payments). In the event of foreclosure on, or other transfer of title in lieu of foreclosure of, a Property, all of Borrower’s interest in and to any and all Policies in force with respect to such Property shall pass to Agent, or the transferee or purchaser as the case may be, and Agent is hereby irrevocably authorized to assign in Borrower’s name to such purchaser

or transferee all such Policies, which may be amended or rewritten to show the interest of such purchaser or transferee.

Section 5.13    Disposition of Insurance and Condemnation Proceeds and Damages.

(a) Agent’s Rights in Proceeds and Damages; Settlement of Proceeds.

(i)Each Borrower hereby assigns to Agent for the benefit of the Lenders as security for the Indebtedness and all other Obligations (A) any award for damages suffered or compensation paid by reason of a taking for public use, or an action in eminent domain, or the exercise of the police power, whether by a condemnation proceeding or otherwise (such as by inverse condemnation), or any transfer of all or any part of a Property in avoidance thereof, affecting such Property, (B) all proceeds of any Policies paid by reason of loss sustained to such Property, and (C) all claims, damages, causes of action, against or from any party or parties, with respect to such Property, or any funds received or receivable in connection with any damage to such Property, incurred as a result of any cause whatsoever (collectively, “Property Claim Proceeds”).

(ii)Except with respect to proceeds that are less than the Restoration Threshold (which subject to Section 5.12(d)may be payable directly to Borrower), all Property Claim Proceeds shall be paid by the Person making payment directly to Agent; provided, however, that if for any reason such payment is made to Borrower, or to Borrower and Agent jointly, Borrower shall promptly endorse such payment to Agent. After first deducting all costs and expenses of Agent incurred in connection with the settlement or recovery of any Property Claim Proceeds, Agent may, at its option and without regard to the adequacy of the security hereunder (but subject to Section 5.13(b)), apply any such sum it retains hereunder to any Indebtedness whether due or not, and in such order or priority as Agent may determine. Application of all or any portion of such funds shall not cure or waive any Default or Event of Default, notice of a Default or an Event of Default or invalidate any acts done pursuant to such notice. Borrower shall execute such further assignments, documents or instruments as Agent may from time to time require in order to evidence the assignment hereunder.

(iii)If, on any loss of or damage to the Property or on a partial taking or condemnation of the Property, Agent is not entitled under law to retain the entirety of any Property Claim Proceeds, then Agent shall be entitled to apply the Property Claim Proceeds to the repayment of the Obligations to the extent necessary in Agent’s judgment to reduce the Indebtedness by the ratio which the value of the Property remaining encumbered hereby bears to the value of the Property encumbered hereby immediately prior to such loss, damage or partial condemnation or taking, as determined by Agent’s appraiser retained for such purpose.

(iv)In the event any Property Claim Proceeds are applied by Agent against the Indebtedness, no Prepayment Premium shall apply with respect to such application.

(v)Any net proceeds or award remaining after full and final payment of the Obligations shall be returned to Borrower.

(b) Use of Property Claim Proceeds to Repair Property.

(i)In the event of damage to or destruction of a Property from any cause for which Borrower has a claim to Property Claim Proceeds, and so long as no Default or Event of Default shall have occurred and is continuing, Agent shall make available to Borrower the Property Claim Proceeds available as a result of such damage or destruction (in each case after deducting costs and expenses incurred by Agent in connection with the settlement or recovery of any proceeds as provided in Section5.13(a)(ii)) for use by Borrower in the reconstruction and repair of the damaged Improvements to their prior condition on the terms and conditions set forth in Section 5.13(b)(ii)and (iii)below, in lieu of applying such net proceeds to the Indebtedness pursuant to Section 5.13(a).

(ii)In the event the Property Claim Proceeds for any casualty are equal to or less than the Restoration Threshold, Agent agrees to make the Property Claim Proceeds available to Borrower, solely for the purpose of repairing and restoring the applicable damage, so long as (A) no Default or Event of Default has occurred and is continuing, (B) the full cost of repair and restoration is estimated not to exceed the Restoration Threshold for such Property, and (C) in Agent’s good faith judgment, the repair or restoration can be completed prior to the date which is six (6) months prior to the Maturity Date.

(iii)In the event the Property Claim Proceeds exceed the Restoration Threshold, Agent agrees to make the Property Claim Proceeds available to Borrower only upon satisfaction of each of the following conditions: (a) Agent shall be satisfied in its Permitted Discretion, that by expenditure of the net proceeds hereunder such Property damaged or destroyed shall be fully restored within a reasonable period of time to the condition and value contemplated by this Agreement and Borrower shall obtain all required permits to rebuild such Property to at least the same number of units and parking spaces as before the casualty within a reasonable period of time after the casualty as determined by Agent in its Permitted Discretion, and all payments required under the Loan will continue to be paid; (b) in Agent’s good faith judgment, such work of repair and restoration can be completed in the ordinary course of business not later than the earlier of (i) six (6) months prior to the Maturity Date; (ii) the outside date, if any, under any Lease or any Legal Requirement; (c) no Lease may be terminated as a result of the casualty or other event resulting in the claim for payment of such insurance proceeds;

(d)Agent shall have reviewed and approved Borrower’s plans and specifications for the work of repair and restoration, Borrower’s architect and any general contractors, subcontractors and material suppliers employed to perform such work; (e) if so required by Agent in its Permitted Discretion, all general contractors, all major subcontractors and material suppliers shall have supplied one-hundred percent (100%) performance and completion bonds; (f) if the net insurance proceeds available are insufficient for payment of the full cost of restoration or repair and the payments under the Loan during the completion period, as estimated by Agent, then Borrower shall have deposited with

Agent sufficient additional funds to insure payment of all such costs, or made arrangements acceptable to Agent for such sufficient additional funds, such additional funds to be disbursed for costs incurred in the manner herein specified prior to the disbursement of any other funds held by Agent; (g) rent loss or business interruption insurance is available to cover the full amount (less any deductible) of any loss of income from such Property during its repair and restoration; (h) evidence of the implementation of builder’s risk coverage for such Property with coverage and in such amounts as Agent shall request and which otherwise complies with the insurance requirements set forth in Section 5.12hereof; (i) the full cost of repair and restoration is estimated not to exceed thirty percent (30%) percent of the Allocated Loan Amount for such Property; (j) if the Property Claim Proceeds are derived from a partial condemnation of the Property, the condemnation, in the judgment of Agent, shall have no material adverse effect on the operation or value of such Property, and (k) Borrower shall have satisfied such other conditions as Agent may in the exercise of Permitted Discretion determine to be appropriate. The disbursement of all or any Property Claim Proceeds to Borrower pursuant to this Section 5.13(b)shall not cure or waive any Default or Event of Default or notice of a Default or an Event of Default or invalidate any acts done pursuant to such notice. In the event that any of the conditions to Borrower’s right to utilize Property Claim Proceeds are not satisfied or fulfilled at any time, such Property Claim Proceeds shall be applied as provided in Section 5.13(a).

(i)Property Claim Proceeds held by Agent hereunder for Borrower’s benefit shall bear interest; provided, however, that Agent shall have no duties or obligations with respect thereto, or with respect to the provisions of this Section 5.13(b), other than that of a lender; and the reasonable costs and expenses of Agent incurred in connection therewith shall be paid by Borrower (and Agent shall be entitled to pay such costs and expenses out of the insurance proceeds held by Agent) and shall be deemed Loan Expenses hereunder. Specifically, but without limiting the generality of the foregoing, no relationship of trust, or any other duty in the nature of fiduciary duties or otherwise, shall be imposed or implied by the status or actions of Agent hereunder; and under no circumstances shall Agent become obligated to take any action to repair or reconstruct any damaged or destroyed Property.

Section 5.14 Maintenance and Preservation of the Property.

(a)Borrower’s Obligation for Maintenance of Property and Security. Borrower shall: (a) keep each Property in good condition and repair, and replace any items comprising any Property as they become obsolete or worn out with items of at least the same utility, quality and value, and in compliance with the standards in the applicable Property Management Agreement or Franchise Agreement, if any, governing such Property, free of any Liens other than the Permitted Exceptions; (ii) not remove, except as set forth in (i) above, or demolish any Property; (iii) restore promptly and in good and workmanlike manner any part of any Property which may be damaged or destroyed (subject to receipt of Property Claim Proceeds for such purpose); (iv) comply with and not suffer violations of any Legal Requirements and requirements of insurance companies and any bureau or agency which establishes standards of insurability; (v) not commit or permit waste of any Property; (vi) do all other acts which from the character or use of any Property may be reasonably necessary to

maintain and preserve its value or to protect the security hereof; (vii) perform and comply with all obligations required to be performed or complied with in any leases, licenses, concessions, management agreements, or like material agreements affecting any Property or the operation or use thereof; (viii) pay any and all charges, assessments or fees imposed in connection with the delivery, installation or maintenance of any utility services or installations on, to or for any Property on or prior to the due date thereof; (ix) not change the use of any Property to anything other than the current use of such Property; (x) not drill for or extract, or enter into a lease or any other type of agreement for the drilling for or extraction of, oil, gas or other hydrocarbon substances, or any mineral of any kind, on, in or under any Property; (xi) make no assignment of rents of any Property except to Agent; and (xii) execute and, where appropriate, acknowledge and deliver, such further documents or instruments as Agent reasonably deems necessary or appropriate to preserve, continue and perfect the security provided for herein.

(b)Agent’s Approval Rights for Work. Except to the extent contemplated by this Agreement or as otherwise funded from the PIP Reserve and the FF&E Reserve in accordance with Section 3.2hereof, Borrower shall not undertake or suffer to be made any material alteration, addition, relocation, removal or demolition of, or structural or other material change in, any building, improvement, or, unless in the ordinary course of business and such item is replaced with an item of comparable quality, any fixture, machinery, or equipment comprising a Property, whether in connection with a new Lease or otherwise, (collectively, an “Alteration”), without the prior written approval of Agent, which approval may be withheld in Agent’s Permitted Discretion; provided however, that Borrower may undertake one or more Alterations, without Agent’s prior written consent, subject to the prior satisfaction of each of the following conditions (i) each such Alteration does not exceed

$100,000 in total costs, (ii) such Alterations do not exceed $1,000,000 in the aggregate during the Term, (iii) such work does not affect the roof or the structure of the building and improvements comprising the Property, or adversely affect or diminish the value of a Property or arise as a result of any damage (other than ordinary wear and tear) or destruction to a Property and (iv) such work is designed (if applicable) by licensed professionals and is constructed by licensed contractors, all qualified for such purpose, and in accordance with all applicable laws, ordinances, regulations, permits and approvals.

Agent reserves the right to use the services of Agent’s Construction Consultant in connection with the approval and ongoing monitoring of any such Alteration.

(c)Compliance with Legal Requirements. Borrower shall cause each Tenant to comply with the terms and provisions of its respective Lease with respect to all permits and all other Legal Requirements required for the operation of the Property; provided, that to the extent any Tenant fails to comply with the terms and provisions of its respective Lease relating to all permits and all other Legal Requirements required for the operation of its respective Property, then Borrower shall fully enforce its rights and remedies under the Lease with respect to such failure to comply. Borrower shall notify Agent in writing within five (5) Business Days after Borrower first receives notice of any such noncompliance. Without the prior written consent of Agent, Borrower shall not seek, make or consent to any change in the lot or parcel boundaries, zoning, conditions of use, or any other Laws which would constitute a violation of the warranties and representations herein contained, or would change the nature of the intended use or occupancy of a Property. Borrower shall, within the earlier of five (5)

Business Days after receipt by Borrower or its agent or representative, deliver to Agent copies of any and all approvals, permits required pursuant to applicable Legal Requirements with respect to any Property or any other improvements thereon, or the occupancy, use and enjoyment thereof. Borrower shall not initiate or consent to any zoning reclassification of any portion of any Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Property in any manner that could result in such use becoming a nonconforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Agent.

(d)Improvements. Borrower shall cause the Property Improvements to be substantially completed in their entirety (as certified by the Agent’s Construction Consultant) on or before the Completion Date in accordance with the Property Improvement Plan and Budget, applicable Legal Requirements and otherwise fee and clear of all Liens (other than Liens in favor of Agent and subject to Borrower’s right to contest Liens in accordance with Section 5.8). Agent reserves the right to use Agent’s Construction Consultant in connection with the approval and ongoing monitoring of the foregoing work. Borrower shall cause the PIP Reserve to remain In Balance upon each disbursement requested from the PIP Reserve, or on a monthly basis for months during which Borrower does not request a disbursement from the PIP Reserve.

Section 5.15 Membership Interest Sale Price. No Borrower Party shall use proceeds of the Loan to pay the Membership Interest Sale Price.

Section 5.16 Proceedings to Enjoin. If any proceedings are filed or are threatened to be filed seeking to (a) enjoin or otherwise prevent or declare invalid or unlawful the occupancy, maintenance or operation of any Property or any portion thereof; (b) adversely affect the validity or priority of the Liens and security interests granted to Agent for the benefit of the Lenders hereunder or under any other Loan Document; or (c) materially adversely affect the financial condition of any Borrower or any Guarantor, then Borrowers will notify Agent of such proceedings and within five (5) Business Days following any Borrower’s notice of such proceedings and Borrowers will cause such proceedings to be vigorously contested in good faith, and in the event of an adverse ruling or decision, prosecute all allowable appeals therefrom. Without limiting the generality of the foregoing, Borrowers will resist the entry or seek the stay of any temporary or permanent injunction that may be entered, and use its commercially reasonable efforts to bring about a favorable and speedy disposition of all such proceedings.

Section 5.17 Distributions. Except as set forth in the following sentence, no Borrower shall make any Distributions. So long as no Default, Event of Default, or DSCR Cash Management Period exists, Borrowers may make Distributions after paying all Approved Operating Expenses then due.

Section 5.18    Transfer or Encumbrance of the Property.

(a)Obligations of Borrower Regarding Transfers. Each Borrower acknowledges that the financial standing and managerial and operational ability of Borrowers are substantial and material considerations to the Lenders in their agreement to make the Loan and that any encumbrance or transfer of an interest in any Property will materially impair the

Agent and Lenders’ reasonable security hereunder. In order to induce the Lenders to make the Loan, Borrowers agree (subject to the further terms and conditions of this Section 5.18):

(i) not to change, directly or indirectly, the ownership of Borrower or Parent (provided that this shall not apply to the equity in any entity that is publicly traded), and (ii) not to effect a Transfer without in each instance first obtaining Agent’s prior written consent, which consent may be withheld for any reason, or given upon such terms and conditions as Agent shall require, all within Agent’s sole discretion, to the extent permitted by applicable law. Borrowers acknowledge and agree that, except for Permitted Transfers and releases of any Property in accordance with Section 2.13, any transaction or event of any kind effecting a Transfer or further encumbering the Property, or changing the identity of the parties primarily liable for performance of any Borrower’s covenants under this Agreement shall constitute an impairment of Agent’s and the Lenders’ reasonable security interests under this Agreement.

(b)Permitted Transfers. Notwithstanding anything contained in Section 5.18(a), and provided no Default or Event of Default shall have occurred and is continuing, Borrowers shall have the right to consummate the following Transfers (all of the following collectively, “Permitted Transfers”), provided thatAgent shall have received not less than thirty (30) days prior written notice of any Transfer resulting in any Person owning, directly or indirectly, more than twenty percent (20.0%) of the Equity Interests of any Borrower, Parent or any Guarantor (where any transferee in such Transfer did not already own more than twenty percent (20.0%) of the Equity Interests in any Borrower, Parent or any Guarantor), and Agent shall have successfully completed its standard searches of the United States Treasury Department’s OFAC Specially Designated Nationals (SDN) List in relation to such Person(s) prior to any such Transfer:

Agreement;

(i)
the execution of Approved Leases in accordance with this

(ii)a Transfer of direct Equity Interests in Parent among the holders of its Equity Interests immediately following the Membership Interest Sale so long as (x) Shelbourne Investors retains twenty-five percent (25%) of the direct Equity Interests of Parent and (y) any one of Shelbourne Capital, Steven Fishman or Falcon Investors remains, directly or indirectly, in Control of Shelbourne Investors; or

(iii)Transfer of indirect Equity Interests in Parent to Persons not holding such Equity Interests immediately following the Membership Interest Sale, so long as (x) RLH and/or Shelbourne Investors remains in Control of Parent, (y) Shelbourne Investors retains twenty-five (25%) of the direct Equity Interests of Parent and (z) any one or more of Shelbourne Capital, Steven Fishman or Falcon Investors remains, directly or indirectly, in Control of Shelbourne Investors.

Section 5.19    Leases.

(a)Lease Approval. Borrowers shall not enter into any new Lease other than an Approved Leasing Parameters Lease, without the prior written consent of Agent. Further, with respect to an existing Lease, Borrowers shall not modify, amend, supplement, cancel or consent to the assignment, sublease, or surrender thereof, without the prior written

consent of Agent unless such existing Lease is an Approved Leasing Parameters Lease and following any such modification, amendment or supplementation such Lease remains an Approved Leasing Parameters Lease. All new Leases shall be subordinate to the Security Instrument unless Agent elects in writing, at its sole option, to subordinate the Security Instrument to a particular Lease or Leases. Additionally, all new Leases shall provide, in a manner approved by Agent,that the Tenant thereunder shall recognize as its lessor and attorn to any Person succeeding to the interest of Borrowers upon foreclosure of the Security Instrument (or deed in lieu thereof).

(b)Lease Covenant. Borrowers shall, on demand, (a) execute such further assignments to Agent of any or all Major Leases as Agent may require and (b) deliver to Agent a fully executed copy of any or all Major Leases. Additionally, Borrowers shall: (a) observe and perform the obligations which the landlord is required to observe and perform under the Major Leases; (b) enforce the obligations to be performed by the Tenants of any and all Major Leases and any guarantors of any and all Major Leases, short of termination thereof;

(c)promptly furnish to Agent any notice of default or termination sent or received by any Borrower under any Major Lease; (d) not collect any rents for more than thirty (30) days in advance of the time when the same shall become due, except for bona fide security deposits not in excess of an amount equal to thirty (30) days; (e) other than the Leases that are in place as of the Closing Date, not enter into any ground Lease or master Lease of any part of the Property without Agent’s prior written consent; (f) not further assign or encumber any Lease or any guaranty of any Lease; (g) not, except with Agent’s prior written consent or as otherwise permitted above, cancel or accept surrender or termination of any Major Lease or any guaranty of any Major Lease; and (h) not, except with Agent’s prior written consent, modify or amend any Major Lease or any guaranty of any Major Lease in a manner inconsistent with the terms hereof.

Section 5.20 Prohibition Against Additional Recordings. Borrowers will not record or permit to be recorded any document, instrument, agreement or other writing against any Property without the prior written consent of Agent, which may be granted or denied in Agent’s sole discretion. Borrowers will not enter into, modify, waive, grant any consent under, or release, surrender or terminate any easements, restrictive covenants or other instruments constituting Permitted Exceptions, or suffer, consent to or permit the foregoing, without Agent’s prior written consent, which consent may be granted or denied in Agent’s sole discretion.

Section 5.21 Change in Name. No Borrower shall change its name without first obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed. In the event Agent grants such consent, Borrowers shall, at Borrowers’ sole cost and expense, take all action required by Agent for the purpose of perfecting or protecting the lien and security interest of Agent. Borrowers shall promptly notify Agent in writing of any change in any Borrower’s organizational identification number.

*** Confidential Treatment Requested

Section 5.22 Debt Cancellation; Settlement of Claims. Borrowers shall not, in any calendar year, without the consent of Agent, (i) cancel or otherwise forgive or release any Debt owed to a Borrower by any Person, or (ii) settle any claim against a Borrower, other than a fully insured third party claim, in each case, where such forgiveness, release, or settlement is in an amount equal to or greater than one (1%) percent of Operating Revenues for the twelve (12) month period then ending for such Borrower.

Section 5.23 Affiliate Transactions. Borrower shall not enter into, or be a party to, any transaction with any Borrower Party or any Affiliate or Public Control Affiliate of any Borrower Party, directly or indirectly, without the prior written consent of Agent. Agent hereby approves the Property Management Agreements without the consent of Lender, the acquisition fee payable to Shelbourne Capital pursuant to the Parent Operating Agreement, the financing fee payable to Shelbourne Capital pursuant to the Parent Operating Agreement and the investor relations fee payable to Shelbourne Investors pursuant to the Parent Operating Agreement.

Section 5.24 Limitation on Issuance of Equity Interests. Without the prior written consent of Agent, Borrowers will not issue any Equity Interests in any Borrower other than those that have been issued as of the date hereof.

Section 5.25 Compliance. Borrowers shall not be in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which might materially adversely affect the condition (financial or otherwise) or business of any Borrower. Borrowers shall not commit any act that may give any Governmental Authority the right to cause any Borrower to forfeit any Property or any part thereof or any monies paid in performance of any Borrower’s Obligations under any of the Loan Documents. Borrowers hereby covenant and agree not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrowers shall cooperate fully with Agent with respect to, and permit Agent, at its option to participate in, any proceedings before any Governmental Authority which may in any way affect the rights of Agent under any Loan Document.

Section 5.26 Debt Service Coverage Ratio. Borrowers shall not permit the Debt Service Coverage Ratio, as measured as of the last day of each Quarter, to be less than 1.40:1.00. Agent shall notify Borrower in writing if the Debt Service Coverage Ratio is less than 1.40:1.00, and, so long as no other Event of Default then exists, Borrowers shall have ten (10) Business Days to make a partial prepayment of principal to Agent for the benefit of Lenders, in the minimum amount necessary, as determined by Agent, to cause the Debt Service Coverage Ratio to be equal to or greater than 1.40:1.00; provided, however, such partial prepayment shall be in an amount equal to or greater than $500,000. Borrowers shall not be required to pay any Prepayment Premium in connection with any partial prepayment of principal in relation thereto.

Section 5.27 Loan to Value Ratio. Borrowers shall not permit the Loan to Value Ratio, at any time to be greater than ***, as determined by Appraisals in form and substance acceptable to Agent in its sole discretion. Agent shall have the right, from time to time, to order a new Appraisal at Borrowers’ expense for the purpose of calculating the Loan to Value Ratio; provided, however, that so long as no Event of Default exists, Borrowers shall have no obligation to pay for more than one (1) Appraisal in any calendar year. Agent shall notify Borrowers in writing if the Loan to Value Ratio is greater than ***, and, so

*** Confidential Treatment Requested

long as no other Event of Default then exists, Borrowers shall have ten (10) Business Days to make a partial prepayment of principal to Agent for the benefit of Lenders, in the amount necessary, as determined by Agent, to cause the Loan to Value Ratio to be equal to or less than ***; provided, however, such partial prepayment shall be in an amount equal to or greater than $500,000. Borrowers shall not be required to pay any Prepayment Premium in connection with any partial prepayment of principal in relation thereto.

Section 5.28 Anti-Terrorism; OFAC; Patriot Act. No Borrower Party shall permit any person Controlling, Controlled by or under common Control with any Borrower Party or any other Transaction Person to, (a) be or become a Person whose property or interests in property are blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engage in any dealings or transactions prohibited by Section 2 of such executive order, or otherwise be associated with any such Person in any manner in violation of Section 2 of such executive order, or (c) otherwise become a Person on the list of Specially Designated Nationals and Blocked Persons in violation of the limitations or prohibitions under any other OFAC regulation or executive order. Borrowers shall, promptly following a request by Agent, provide all documentation and other information that Agent requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.

Section 5.29 Material Contracts. Borrower shall: (a) pay, observe and perform in all material respects all terms, covenants and conditions of each Material Contract (other than the Property Management Agreement and any Franchise Agreement) prior to the expiration of any applicable grace period provided therein, (b) not cause or permit the occurrence of any event that would cause any Material Contract (other than the Property Management Agreement and any Franchise Agreement) to terminate, or that would entitle any other party to a Material Contract to terminate such Material Contract or that could give rise to the creation of a lien on the Property or any portion thereof; (c) not enter into a Material Contract (other than the Property Management Agreement and Franchise Agreement) without Agent’s prior written consent, not to be unreasonably withheld; (d) not agree to or permit the termination of any Material Contract (other than the Property Management Agreement and any Franchise Agreement); and (e) not cause or permit any Material Contract (other than the Property Management Agreement and any Franchise Agreement) to be modified or supplemented without Agent’s consent, which consent shall, so long as no Event of Default is continuing, not be unreasonably withheld or delayed.

Section 5.30 Limitation on Debt. Neither any Borrower nor Parent shall directly or indirectly create, incur or assume any Debt other than Permitted Debt.

Section 5.31 Interest Rate Protection Agreement. By not later than one (1) Business Day after the Closing Date, and thereafter so long as any Obligations remain outstanding hereunder, Holding shall maintain an Interest Rate Protection Agreement which shall be subject to the Assignment of Interest Rate Agreement or, in each case, a replacement thereof.

Section 5.32    Approved Operating Budget.

(a)Each Borrower shall prepare and submit (or shall cause to be prepared and submitted) to Agent by November 30th of each year occurring during the Term, an operating expense budget for Operating Expenses for such Borrower for the succeeding calendar year. Such operating expense budget shall show, on a month by month basis, in reasonable detail, each line item of such Borrower’s anticipated Operating Revenues and Operating Expenses (on an accrual basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such operating expense budget has been submitted to Agent, it shall constitute an Approved Operating Budget for such Borrower). Until such time that any operating expense budget has been submitted for any Borrower, the Approved Operating Budget for such Borrower for the immediately preceding calendar year shall apply for all purposes hereunder (with such adjustments as reasonably determined by Agent (including increases for any nondiscretionary expenses)).

(b)The Approved Operating Budget for each Borrower for calendar year 2014 are attached as Schedule 5.32(b)hereto.

(c)Upon the occurrence of a DSCR Cash Management Period, the Approved Operating Budget then in effect, and, during the continuance of any DSCR Cash Management Period, each subsequent operating expense budget submitted to Agent pursuant to Section 5.32(a)above, shall be subject to approval by Agent, in its sole discretion, which approval shall not be unreasonably withheld or delayed and during the continuance of the DSCR Cash Management Period, it shall constitute the Approved Operating Budget for such Borrower.

Section 5.33 Replacement Note. Upon receipt of evidence reasonably satisfactory to Borrowers of the mutilation, destruction, loss or theft of any Note and the ownership thereof, Borrowers shall, upon the written request of the holder of such Note, execute and deliver in replacement thereof new Note in the same form, in the same original principal amount and dated the same date as the Note so mutilated, destroyed, lost or stolen; and such Note so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Note being replaced has been mutilated, they shall be surrendered to Borrowers.

Section 5.34    Hotel Operation.

Without in any way limiting the covenants set forth in this Article 5 or elsewhere in the Loan Documents, the hotel located on each Property shall be operated and managed pursuant to a Property Management Agreement and shall not be subject to any Franchise Agreement and Property Management Agreement at the same time. If Agent provides its prior written consent, to be given or withheld in its sole discretion, to any Borrower to terminate its Property Management Agreement and gives such Borrowers its written consent, to be given or withheld in its sole discretion, to enter into a Franchise Agreement, Borrowers:

(a)shall (i) cause the hotel located on the applicable Property to remain subject to such Franchise Agreement; (ii) promptly perform and observe, as and when due, all of the covenants and obligations required to be performed and observed by the Borrower under

such Franchise Agreement and do all things necessary to preserve and to keep unimpaired, in all material respects, all of the rights of any Borrower under any Franchise Agreement and (iii) cause each hotel on each Property to be operated solely under the name as set forth in the applicable Franchise Agreement pursuant to the terms of the applicable Franchise Agreement.

(b)shall not, without Agent’s prior consent, which may be granted or withheld in Agent’s Permitted Discretion: (i) surrender, terminate, cancel or assign any Franchise Agreement; (ii) reduce or consent to the reduction of the term of any Franchise Agreement; (iii) increase or consent to the increase of the amount of any fees or charges under any Franchise Agreement; (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of the rights or remedies of any Borrower under any Franchise Agreement, (v) suffer or permit the occurrence or continuance of a breach or default beyond any applicable notice and/or cure period under any Franchise Agreement on the part of the Borrower thereunder, or (vi) fail to take any action which, if not taken, would entitle the Franchisor to terminate any Franchise Agreement (irrespective of whether such failure constitutes a “default” or “event of default” under any Franchise Agreement).

Section 5.35 Credit Card Processors. In no event shall any Borrower Party send a notice or provide an instruction to all or any of the Payment Processors to direct, disburse or distribute funds to any account other than the Operating Account.

Section 5.36    Property Management Agreement.

(a)Borrowers shall (i) cause each hotel located on each Property to be operated and managed pursuant to the applicable Property Management Agreement;

(ii)promptly perform and observe, as and when due, all of the covenants and obligations required to be performed and observed by any Borrower under the applicable Property Management Agreement and do all things necessary to preserve and to keep unimpaired all of the rights of any Borrower under the applicable Property Management Agreement;

(iii) promptly notify Agent of any default under any Property Management Agreement;

(iv)promptly deliver to Agent a copy of each financial statement or report, business plan, capital expenditures budget and/or plan, FF&E budget and/or plan received by any Borrower under any Property Management Agreement; and (v) promptly enforce the performance and observance of all of the covenants and obligations required to be performed and observed by the Property Manager under each Property Management Agreement.

(b)Borrowers shall not, without Agent’s prior consent, which may be granted or withheld in Agent’s Permitted Discretion: (i) surrender, terminate, cancel or assign any Property Management Agreement; (ii) reduce or consent to the reduction of the term of any Property Management Agreement; (iii) increase or consent to the increase of the amount of any fees or charges under any Property Management Agreement; (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of the rights or remedies of any Borrower under any Property Management Agreement, (v) suffer or permit the occurrence or continuance of a default beyond any applicable notice and/or cure period under any Property Management Agreement on the part of any Borrower, or (vi) fail to take any action which, if not taken, would entitle the Property Manager to terminate any Property Management

Agreement (irrespective of whether such failure constitutes a “default” or “event of default” under any Property Management Agreement).

(c)Except for ordinary course advances and reimbursements in accordance with the Property Management Agreement which shall be subject to the Assignment of Management Agreement, Borrowers shall not request, suffer or permit the Property Manager to make any loans to any Borrower Party or which are repayable to Property Manager out of any revenue of the Properties, including any loans for working capital.

(d)Borrowers shall notify Lender within five (5) Business Days after Property Manager requests that any Borrower consent to or approve any matter which will materially adversely affect any Property, such notice shall include copies of all correspondence and other documentation received by any Borrower related thereto. During the continuance of a DSCR Cash Management Period, no Borrower shall grant any consent or approval under the Property Management Agreement, without Agent’s consent (which may be given or withheld in Agent’s sole discretion).

(e)If any Property Management Agreement shall be terminated for any reason, Borrowers shall cause a new hotel management company acceptable to Agent to enter into a new management agreement in form and substance acceptable to Agent in its Permitted Discretion prior to the date of such termination. Agent may condition its approval of any new property management agreement on receipt from the replacement property manager of an assignment and subordination of property management agreement, in form and substance satisfactory to Agent in Agent’s Permitted Discretion and a determination, by Agent in its Permitted Discretion, that the terms and provisions of the replacement property management agreement are consistent with this Agreement.

(f)Notwithstanding the foregoing, in the event that Borrower has the right to terminate any Property Management Agreement in accordance with the terms thereof as a result of a purchase by Shelbourne Investors of the Equity Interests owned by RLH in Parent, Borrower may terminate such Property Management Agreement subject to Agent’s approval, in Agent’s Permitted Discretion, of a replacement Property Manager and a replacement Property Management Agreement.

Section 5.37 Restrictions on Payment of Affiliate Fees. Except for (a) fees payable pursuant to the Property Management Agreement, any Franchise Agreement or as approved by Agent prior to the Closing Date, (b) an acquisition fee payable at Closing to Shelbourne Capital in an amount equal to $888,360, and (c) a financing fee in the amount of Two Hundred Thousand Dollars ($200,000) payable at Closing to Shelbourne Capital, Borrower shall not use the Loan proceeds to pay any fees to Borrower, or any Affiliate of Borrower, or any Borrower Party or any Public Control Affiliate.

Section 5.38    Contribution Provisions.

(a)As a result of the transactions contemplated by this Agreement, each Borrower will benefit, directly and indirectly, from each Borrower’s obligation to pay the Indebtedness and perform the Obligations and in consideration therefore each Borrower agrees

among themselves as set forth in this Section 5.38 to allocate such benefits among themselves and to provide a fair and equitable agreement to make contributions among each of Borrowers in the event any payment is made by any individual Borrower hereunder to Agent (such payment being referred to herein as a “Contribution,” and for purposes of this Section 5.38, includes any exercise of recourse by Agent against any Collateral of a Borrower and application of proceeds of such Collateral in satisfaction of such Borrower’s obligations, to Agent under the Loan Documents).

(b)Each Borrower shall be liable hereunder with respect to the Obligations only for such total maximum amount (if any) that would not render its Obligations hereunder or under any of the Loan Documents subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any state law.

(c)In order to provide for a fair and equitable contribution among Borrowers in the event that any Contribution is made by an individual Borrower (a “Funding Borrower”), such Funding Borrower shall be entitled to a reimbursement Contribution (“Reimbursement Contribution”) from all other Borrowers for all payments, damages and expenses incurred by that Funding Borrower in discharging any of the Obligations, in the manner and to the extent set forth in this Section 5.38. The financial statements provided by Borrowers shall not be required to track this allocation.

(d)For purposes hereof, the “Benefit Amount” of any individual Borrower as of any date of determination shall be the net value of the benefits to such Borrower and the other Borrowers from extensions of credit made by Lender to (i) such Borrower and (ii) the other Borrowers hereunder and the Loan Documents to the extent such other Borrowers have mortgaged their property to secure the Obligations of such Borrower to Lender.

(e)Each Borrower shall be liable to a Funding Borrower in an amount equal to the greater of (i) the ratio of (A) the Benefit Amount of such Borrower to the total amount of Obligations, multiplied by (B) the amount of Obligations paid by such Funding Borrower, or

(ii) ninety-five percent (95%) of the excess of the fair saleable value of the property of such Borrower over the total liabilities of such Borrower (including the maximum amount reasonably expected to become due in respect of contingent liabilities) determined as of the date on which the payment made by a Funding Borrower is deemed made for purposes hereof (giving effect to all payments made by other Funding Borrowers as of such date in a manner to maximize the amount of such Contributions).

(f)In the event that at any time there exists more than one Funding Borrower with respect to any Contribution (in any such case, the “Applicable Contribution”), then Reimbursement Contributions from other Borrowers pursuant hereto shall be allocated among such Funding Borrowers in proportion to the total amount of the Contribution made for or on account of the other Borrowers by each such Funding Borrower pursuant to the Applicable Contribution. In the event that at any time any Borrower pays an amount hereunder in excess of the amount calculated pursuant to this Section 5.38, that Borrower shall be deemed to be a Funding Borrower to the extent of such excess and shall be entitled to a Reimbursement Contribution from the other Borrowers in accordance with the provisions of this Section 5.38.

(g)Each Borrower acknowledges that the right to Reimbursement Contribution hereunder shall constitute an asset in favor of Borrower to which such Reimbursement Contribution is owing.

(h)No Reimbursement Contribution payments payable by a Borrower pursuant to the terms of this Section 5.38shall be paid until all amounts then due and payable by all of Borrowers to Lenders, pursuant to the terms of the Loan Documents, are paid in full in cash. Nothing contained in this Section 5.38shall limit or affect in any way the Obligations of any Borrower to Lenders under the Note or any other Loan Documents.

(i)Each Borrower acknowledges and agrees that the obligations and liabilities of each Borrower under this Agreement, the Note and the other Loan Documents shall be joint and several and in connection with such joint and several liability each Borrower hereby waives:

(i)any right to require Agent to proceed against any other Borrower or any other Person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Agent’s power before proceeding against Borrower;

(ii)any defense based upon any legal disability or other defense of any other Borrower, any Guarantor or any other Person or by reason of the cessation or limitation of the liability of any other Borrower or any guarantor from any cause other than full payment of all sums payable under the Note, this Agreement and any of the other Loan Documents;

(iii)any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal of any other Borrower or any defect in the formation of any other Borrower or any principal of any other Borrower;

(iv)any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal;

(v)any defense based upon any failure by Agent to obtain collateral for the indebtedness or failure by Agent to perfect a lien on any collateral;

(vi)presentment, demand, protest and notice of any kind (except as otherwise set forth in the Loan Documents);

(vii)any defense based upon any failure of Agent to give notice of sale or other disposition of any collateral to any other Borrower or to any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any collateral;

(viii)any defense based upon any failure of Agent to comply with applicable laws in connection with the sale or other disposition of any collateral,

including any failure of Agent to conduct a commercially reasonable sale or other disposition of any collateral;

(ix)any defense based upon any use of cash collateral under Section 363 of the Bankruptcy Code;

(x)any defense based upon any agreement or stipulation entered into by Agent with respect to the provision of adequate protection in any bankruptcy proceeding;

(xi)any defense based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code;

(xii)any defense based upon the avoidance of any security interest in favor of Agent for any reason;

(xiii)any defense based upon any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, including any discharge of, or bar or stay against collecting, all or any of the obligations evidenced by the Note or owing under any of the Loan Documents;

(xiv)any defense or benefit based upon Borrower’s, or any other Person’s, resignation of the portion of any obligation secured by the Security Instruments to be satisfied by any payment from any other Borrower or any such Person;

(xv)all rights and defenses arising out of an election of remedies by Agent even though the election of remedies, such as nonjudicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan Documents, has destroyed Borrower’s rights of subrogation and reimbursement against any other Borrower;

(xvi)to the extent permitted by law, all rights and defenses that Borrower may have because any of the Indebtedness is secured by real property. This means, among other things: (1) Agent may collect from any Borrower without first foreclosing on any real or personal property collateral pledged by any other Borrower, (2) if Agent forecloses on any real property collateral pledged by any other Borrower, (I) the amount of the Indebtedness may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, (II) Agent may collect from any Borrower even if any other Borrower, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from any other Borrower. This is an unconditional and irrevocable waiver of any rights and defenses any Borrower may have because any of the Indebtedness is secured by real property; and

(xvii)except as may be expressly and specifically permitted herein, any claim or other right which any Borrower might now have or hereafter acquire against any other Borrower or any other person that arises from the existence or performance of any obligations under the Note, this Agreement, the Security Instruments or the other Loan

Documents, including any of the following: (A) any right of subrogation, reimbursement, exoneration, contribution, or indemnification; or (B) any right to participate in any claim or remedy of Agent against any other Borrower or any collateral security therefor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law.

Section 5.39 Loan Assumption.

(a)So long as no Default or Event of Default has occurred and is continuing, in the event Borrower desires to transfer all of the Properties to another party (the “Transferee”) and have the Transferee assume all of Borrowers’ obligations under this Agreement and all of the other Loan Documents (collectively, the “Transfer andAssumption”), Borrower may make a written application to Agent for Agent’s consent to the Transfer and Assumption, which consent shall be in Agent’s sole discretion. Together with such written application (and afterwards if requested by Agent), Borrower will submit to Agent true, correct and complete copies of any and all information and documents of any kind requested by Agent concerning the Properties, Transferee and/or Borrower, together with any review fee required by Agent, in Agent’s sole discretion.

(b)If Agent consents to the Transfer and Assumption, the Transferee and/or Borrower as the case may be, shall deliver the following to Agent:

(i)Borrower shall deliver to Agent the assumption fee;

(ii)Borrower and Transferee shall execute and deliver to Lender any and all documents required by Agent, in form and substance required by Agent, in Agent’s Permitted Discretion (the “Assumption Documents”);

(iii)Borrower shall cause to be delivered to Agent, an endorsement to each Title Insurance Policy in form and substance acceptable to Agent, in Agent’s sole discretion (the “Endorsement”); and

(iv)Borrower shall deliver to Agent a payment in the amount of all costs incurred Agent Lender in connection with the Transfer and Assumption, including but not limited to, Agent’s reasonable attorneys fees and expenses, all recording fees for the Assumption Documents, and all fees payable to the title company for the delivery to Agent of the Endorsement.

(c) Notwithstanding anything contained in this Section 5.18to the contrary,

(i)under no circumstances may the Property and Loan be transferred and assumed by any party under the terms of this Section 5.18more than once during the Term, and (ii) except based on Agent’s written agreement to the Transfer and Assumption and Borrower’s and Transferee’s compliance with all of the terms and provisions of this Section 5.18, the terms and provisions of this paragraph shall in no way amend or modify the terms and provisions contained in Section 5.18of this Agreement.

Section 5.40 Property Use.

(a)Borrowers shall continue to use the building located at the southeast side of the Pasco Property and noted as a “Two-Story Brick Structure” on the ALTA Survey prepared by Duryea & Associates, P.S., job no. 14-1880D, dated October 13, 2014, last revised on November 10, 2014, in accordance with the Concomitant Zoning Agreement.

(b)Borrowers shall comply, at its sole cost, with its obligations, under the Contract of Sale recorded December 6, 1979 as document number 397328 in the Official Records of Franklin County, Washington, to make a good faith effort to add additional units to the Pasco Property at any time the occupancy rate for the Pasco Property exceeds 85% for any twelve month period. If Borrowers are required to make any such alterations or additions to the Pasco Property to comply with such obligation, Agent’s Construction Consultant and Agent must provide approve such alteration or addition in writing in its Permitted Discretion.

(c)Borrowers shall (i) comply with the provisions of the Encroachment Permit #s L-95-S-3036G, L-95-S-3036H, L-95-S-5320, and L-95-S-30361, and any successor permit (collectively, the “Encroachment Permits”), upon which the Commercial Submerged Lands Lease, dated January 1, 2008 (the “Marina Lease”), by and between the State Board of Land Commissioners and RLH are based; (ii) not to terminate the Marina Lease without Agent’s prior written consent; and (iii) apply for renewal of the Marina Lease pursuant to Section 4 of the Marina Lease.

(d)Borrowers shall not terminate the California Department of Transportation Lease, dated October 15, 2013 by and between State of California, Department of Transportation, and WHC840 LLC DBA Red Lion Hotel Redding (the “Parking Lease”), without Agent’s prior written consent.

(e)With respect to the Pasco Property, Borrower shall cause the implementation of the Voluntary Cleanup Program (“Pasco VCP”) approved by the Washington Department of Ecology (“WDOE”) and shall continuously pursue the completion of the Pasco VCP until such time as WDOE has issued a “no further action” letter or otherwise terminates Borrowers’ obligations with respect to all cleanup of such Property.

(f)With respect to the Port Angeles Property, Borrower shall diligently pursue its application for approval of the proposed Voluntary Cleanup Program (the “Port Angeles VCP”) by WDOE, and shall comply with directives of the WDOE with respect to the Port Angeles Property and shall implement the Port Angeles VCP or such other Voluntary Cleanup Program required by the WDOE (the “Mandated Plan”) until such time as WDOE has issued a “no further action” letter with respect to such Property or otherwise terminates Borrowers’ obligations with respect to all cleanup of such Property. Borrowers shall deliver to Agent a copy of the Port Angeles VCP (if approved by WDOE) or the Mandated Plan, within ten (10) Business Days of receipt thereof by Borrowers.

Section 5.41    Ground Lease

(a)Borrower shall make full and timely payments of all Ground Lease Rent due and owing each month; provided, such payments shall not be made more than thirty (30) days in advance.

(b)In the event of a rejection of the Ground Lease by the Ground Lessor or any trustee or receiver of the Ground Lessor pursuant to Section 365(h) of the Bankruptcy Code, or any other applicable law relating to bankruptcy or insolvency now or hereinafter in effect, Borrower shall not exercise its right to elect to terminate the Ground Lease, pursuant to Section 365(h)(1) of the Bankruptcy Code, or any other applicable law relating to bankruptcy or insolvency now or hereafter in effect, without prior written consent from Agent, which shall be provided in Agent’s sole discretion.

(c)As of the Closing Date, Boise PropCo and its predecessor in interest under the Ground Lease, have no offsets, counterclaims, defenses, deduction or credits with respect to the Ground Lease.

(d)Boise PropCo has no knowledge of any pending eminent domain proceedings or other governmental actions against the Boise Property.

ARTICLE 6 DEFAULTS.

Section 6.1    Event of Default. Each of the following events shall constitute an event

of default hereunder (an “Event of Default”):

(a)(i) any monthly installment of interest due under this Agreement is not paid when due, or (ii) any payment of principal due under this Agreement or the payment due on the Maturity Date is not paid when due, or (iii) any other portion of the Indebtedness, or any other amount required to be paid hereunder or under any other Loan Document is not paid within five (5) days of when due, or, if no due date is stated, within five (5) days of written demand;

(b)The failure to pay Taxes when the same are due and payable (unless there are sufficient funds in the Tax Reserve to pay such Taxes and Agent has failed to pay such Taxes or release the applicable Reserve funds to Borrowers in accordance with this Agreement) subject to Borrowers’ right to contest Taxes pursuant to Section 5.11;

(c)Any representation or warranty made by any Borrower Party herein or in any other Loan Document or in any report, certificate, financial statement or other instrument, agreement or document furnished by any Borrower Party in connection with the Loan or any Loan Document shall have been false or misleading in any material respect (taking the Borrower Parties or the Properties, as applicable, as a whole) as of the date the representation or warranty was made (or remade in accordance with the terms of this Agreement or any other Loan Document);

(d)The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of any Borrower Party which in any way relates to or affects the Loan or the Property;

(e)Borrowers shall fail to comply with the requirements of Section 5.14(d) and Guarantors shall fail to satisfy their Guaranteed Obligations related thereto, time being of the essence, following demand by Agent pursuant to the Completion Guaranty;

(f) Any Borrower Party shall:

(i)file a voluntary petition in bankruptcy or for an arrangement or reorganization under any federal or state bankruptcy, insolvency or debtor relief law or statute (hereinafter referred to as a “Bankruptcy Proceeding”);

(ii)file any answer in any Bankruptcy Proceeding or any other action or proceeding admitting insolvency or inability to pay its debts;

(iii)fail to oppose, or fail to obtain a vacation or stay of, any involuntary Bankruptcy Proceeding within sixty (60) days after the filing thereof;

(iv)solicit or cause to be solicited, or any Affiliate of any Borrower Party solicits or causes to be solicited, petitioning creditors for any involuntary Bankruptcy Proceeding against Borrower Party;

(v)be granted a decree or order for relief, or be adjudicated a bankrupt or declared insolvent in any Bankruptcy Proceeding, whether voluntary or involuntary;

(vi)have a trustee or receiver appointed for or have any court take jurisdiction of its property, or the major part thereof, or all of any portion of the Properties, in any voluntary or involuntary proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and, with respect to an involuntary proceeding only, such trustee or receiver is not discharged or such jurisdiction is not relinquished, vacated or stayed on appeal or otherwise, within sixty (60) days after the commencement thereof;

(vii) make an assignment for the benefit of creditors;

(viii)consent to any appointment of a receiver or trustee or liquidator of all of its property, or the major part thereof, or all or any portion of the Properties or all or any portion of the property of Borrower Party;

(ix)have an attachment or execution levied with respect to, or other judicial seizure be effected for, all or substantially all of its assets or all or any portion of the Property, or the placing of any attachment, levy of execution, charging order, or other judicial seizure on the interest of Parent in Borrower; or

(g) The occurrence of any Transfer other than a Permitted Transfer;

(h)The breach of any of the representations, warranties or covenants contained in Sections 5.3, 5.8, 5.15, 5.18, 5.19(a), 5.20, 5.21, 5.22, 5.23, 5.26, 5.27, 5.28, 5.30, 5.31, 5.34(other than subsection (a)(ii) thereof), 5.35, 5.36(a)(i) and (b)and 5.37of this Agreement;

(i)Failure of Borrower to endorse any Property Claim Proceeds to Agent pursuant to Section 5.13(a)(ii);

(j)The dissolution, termination or merger (other than mergers of RLH), whether voluntarily or involuntarily, of any Borrower Party that is not a natural person;

(k)Failure by the Guarantors, in the aggregate, to comply with the financial covenants set forth in Section 4.03 of the Guaranty;

(l)The entry of a final judgment, final order or final decree for the payment of money against any Borrower Party (other than Guarantor) in excess of one percent (1%) of the Loan Proceeds, which is not satisfied and paid, or enforcement of which has not been stayed, within thirty (30) days after the date of entry of such judgment, order or decree;

(m)(i) the term of any Policy required by this Agreement shall expire or lapse, or any Borrower receives notice of cancellation of any such Policy and Borrowers do not provide Agent with written evidence of a replacement or renewal Policy complying with this Agreement at least ten (10) Business Days prior to the date of cancellation or expiration of such Policy or (ii) any Borrower adjusts or settles any loss or claim in violation of Section5.12(d);

(n)This Agreement or any other Loan Document shall, in whole or in part, terminate, cease to be effective or cease to be a legally valid, binding and enforceable obligation of any Borrower Party; any Borrower Party to any Loan Document shall assert in writing that such document has ceased to be in full force and effect; or the Liens created pursuant to any Loan Document shall cease to be a fully perfected enforceable first priority security interest due to an act or omission of any Borrower Party;

(o)Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein, except in accordance with Section5.39;

(p)Any required permit, certificate or approval with respect to a Property is not obtained by or on behalf of the applicable Borrower, lapses or ceases to be in full force and effect (i) which would result in a Material Adverse Change as determined by Agent in its Permitted Discretion or (ii) for more than fifteen (15) days without the applicable Borrower providing evidence to Agent that all conditions precedent to the issuance, granting or reinstatement of such permit, certificate or approval have been satisfied;

(q)Any Event of Default identified in any other provision of this Agreement occurs, or any Event of Default (as defined in the Security Instrument or any other Loan Document) occurs, or a default occurs under any term, covenant or provision set forth herein or in any other Loan Document which specifically contains a notice requirement or grace period and such notice has been given and such grace period has expired;

(r)A default or breach by Borrower under any Major Lease which shall not be cured within any applicable grace period set forth therein;

(s)Failure of the Membership Interest Sale to close, for an amount not less than the Membership Interest Sale Price, on the Business Day immediately following the Closing Date; or

(t)Any Borrower Party fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by any Borrower Party contained in this Agreement or any other Loan Document and not specifically referred to elsewhere in this Section 6.1or the default section of such other Loan Document; provided, however, that if such failure by its nature can be cured, then so long as the continued operation and safety of the Property, and the priority, validity and enforceability of the Liens created by the Security Instrument or any of the other Loan Documents and the value of the Properties are not impaired, threatened or jeopardized in any material respect, then Borrower shall have a period of thirty (30) days after Parent obtains knowledge of such failure or receives written notice of such failure to cure the same (provided, however, that such period shall be limited to ten (10) days if such failure can be cured by the payment of money) and an Event of Default shall not be deemed to exist during the cure period, provided, further, that if such failure cannot be cured by the payment of money and Borrower commences to cure such failure during the cure period and is diligently and in good faith attempting to effect such cure, the cure period shall be extended for thirty (30) additional days, but in no event shall the cure period be longer than ninety (90) days in the aggregate.

Section 6.2 Remedies Conferred upon Agent. Upon the occurrence and continuance of any Event of Default in addition to any other rights or remedies available to it pursuant to the Loan Documents or at law or in equity, Agent may take such action, without notice, or demand, that Agent deems advisable to protect and enforce its rights against Borrower and in and to the Properties, and without limiting the foregoing, Agent may pursue any one or more of the following remedies concurrently or successively, it being the intent hereof that none of such remedies shall be to the exclusion of any others:

(a)Take possession of the Collateral and do anything required, necessary or advisable in Agent’s sole judgment to fulfill the Obligations of Borrowers. Without restricting the generality of the foregoing and for the purposes aforesaid, Borrowers hereby appoint and constitute Agent as each Borrower’s lawful attorney-in-fact with full power of substitution in the premises to perform the following actions:

(i)make Protective Advances or advance funds in excess of the stated amount of the Loan to preserve the Collateral;

(ii)without inquiring into and without respect to the validity thereof, pay, settle or compromise all existing bills and claims which may be Liens, or to avoid such bills and claims becoming Liens, against the Collateral or any portion of the Collateral or as may be necessary or desirable for the clearance of title to any of the Collateral;

Collateral;

(iii)
prosecute and defend actions or proceedings in connection with the

(iv)take action and require such performance as Agent deems necessary or advisable under any of the bonds to be furnished hereunder and to make settlements and compromises with the surety or sureties thereunder, and in connection therewith, to execute instruments of release and satisfaction; and

(v)do any and every act which any Borrower might do in its own behalf with respect to the Collateral, including but not limited to executing new Leases and complying with any obligations of the landlord thereunder, it being understood and agreed that this power of attorney shall be a power coupled with an interest and cannot be revoked;

(b)Withhold further disbursement of the proceeds of the Loan and terminate any of its obligations to Borrowers;

(c)Declare all Indebtedness to be due and payable forthwith, without presentment, demand, protest or other notice of any kind, all of which each Borrower hereby expressly waives; provided, that without limiting the foregoing, upon any Event of Default described in Section 6.1(f), the entire Indebtedness and all other Obligations shall immediately and automatically become due and payable, without notice or demand, and each Borrower hereby expressly waives any such notice or demand, anything contained in any Loan Document to the contrary notwithstanding;

(d)In addition to any rights of setoff that Agent may have under applicable law, Agent, without notice of any kind to any Borrower, may appropriate and apply to the payment of the Indebtedness or of any sums due under this Agreement any and all balances, deposits, credits, accounts, certificates of deposit, instruments or money of Borrowers then or thereafter in the possession of Agent; and

(e)Exercise or pursue any other remedy or cause of action permitted at law or in equity or under this Agreement or any other Loan Document, including, but not limited to, foreclosure of the Security Instruments and enforcement of all Loan Documents.

Section 6.3 Right of Agent to Make Advances to Cure Event of Defaults;Obligatory Advances. If any Borrower shall fail to perform any of its covenants or agreements herein or in any of the other Loan Documents contained after the occurrence and continuance of an Event of Default, Agent, on behalf of the Lenders, may (but shall not be required to) perform any of such covenants and agreements, and any amounts expended by Agent in so doing, and any amounts expended by Agent on behalf of the Lenders in so doing, any amounts expended by Agent and/or the Lenders pursuant to Section 6.2hereof and any amounts advanced by Agent on behalf of the Lenders and/or the Lenders pursuant to this Agreement shall be deemed advanced by Agent on behalf of the Lenders and/or the Lenders, as the case may be, under an obligation to do so regardless of the identity of the Person or Persons to whom said funds are disbursed.

Section 6.4 Payment of Costs, Expenses and Attorneys’ Fees. All costs and expenses incurred by Agent and/or the Lenders pursuant to this Article 6(including court costs and reasonable attorneys’ fees and costs) whether or not incurred in litigation and whether or not foreclosure is concluded, including, without limitation, reasonable attorney’s fees and costs

incurred in connection with any judicial or nonjudicial foreclosure of the Security Instruments or the other Loan Documents, or in connection with both judicial and nonjudicial foreclosure, if Agent shall elect to pursue each such remedy whether concurrently or independently, and the costs and expenses of retaking, holding, preparing for sale or selling all or any portion of the Collateral shall be secured by the Security Instrument and shall bear interest at the Default Rate from the date of expenditure until such sums have been paid. In addition, Borrowers acknowledge and agree that upon the occurrence and during the continuance of a Default or an Event of Default, (a) each Lender shall have the right to retain counsel for itself and

(b) Borrowers shall be responsible for paying all of the costs and expenses described above that are incurred by each such Lender. All such costs and expenses incurred by each Lender shall be secured by the Security Instruments and shall bear interest at the Default Rate from the date of expenditure until such sums have been paid.

Section 6.5 Remedies Cumulative; No Waiver. All rights and remedies of Agent and Lenders hereunder and under the other Loan Documents are cumulative and not alternative, and are in addition to all rights and remedies otherwise provided by law. No exercise of any right or remedy by Agent and/or Lenders shall constitute a waiver of any other right or remedy. No delay or omission by Agent and/or Lenders to exercise any right, power or remedy hereunder shall impair any such right or remedy, or be construed as a waiver of any Event of Default, or any acquiescence therein. Without limiting the generality of the foregoing, Borrowers agree that if an Event of Default is continuing, (i) to the extent permitted by applicable law, Agent and Lenders are not subject to any “one action” or “election of remedies” law or rule, and (ii) all Liens and other rights, remedies or privileges provided to Agent and Lenders shall remain in full force and effect until Agent and Lenders have exhausted all of its remedies against the Collateral, the Security Instruments have been foreclosed, the Collateral has been sold and/or otherwise realized upon in satisfaction of the Indebtedness or the Indebtedness has been paid in full. Nothing contained herein or in any other Loan Document shall be construed as requiring Agent to resort to any particular portion of any Collateral for the satisfaction of any of the Obligations in preference or priority to any other portion of the Collateral, and Agent and Lenders may seek satisfaction out of the entire Collateral or any part thereof, in its sole discretion, in respect of the Obligations. By accepting payment of any part of the Indebtedness after its due date or later performance of any Obligation, Agent and Lenders shall not waive its right against any Person obligated directly or indirectly hereunder, or on any Obligation, either to require prompt payment when due of all other Indebtedness or to declare an Event of Default for failure to make such prompt payment or render such performance; and Agent’s and Lenders’ acceptance of partial payment of any portion of the Indebtedness after its due date (which may be applied to such outstanding payment obligations as Agent and Lenders may elect, notwithstanding Borrowers’ instructions to the contrary), or acceptance of partial performance of any Obligation in default, shall not cure such payment failure or default, or affect any notice of an Event of Default or sale heretofore given or recorded, unless such notice is expressly revoked in writing by Agent. For avoidance of doubt, any reference in this Agreement or in any other Loan Document to an Event of Default “continuing” or words of similar import, shall not be deemed to imply or create any obligation on the part of Agent to waive, or to accept a cure of, an Event of Default, and once an Event of Default “occurs” it shall be deemed to continue unless and until Agent agrees in writing to waive or accept the cure of such Event of Default, which Agent shall decide in its sole discretion.

Section 6.6 Severance. During the continuance of an Event of Default, Agent shall have the right from time to time to sever this Agreement, the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations and priorities of payment and liens as Agent shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies. Borrowers shall execute and deliver to Agent from time to time, promptly after the request of Agent, a severance agreement and such other documents as Agent shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Agent; provided, however, that in each such instance the outstanding principal balance of all notes (or other components of the Loan) immediately after the effective date of such severance equals the outstanding principal balance of the Loan immediately prior to such severance and the weighted average of the interest rates for all notes (or such other components of the Loan) immediately after the effective date of such modification equals the interest rate on the Loan immediately prior to such modification. Each Borrower hereby absolutely and irrevocably appoints Agent as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such severance, each Borrower ratifying all that such attorney shall do by virtue thereof, provided, that Agent shall not exercise its rights under such appointment unless any Borrower has failed to execute any such documents within five (5) Business Days after request by Agent. All costs and expenses (including reasonable attorneys’ fees) incurred by Agent in connection with any such severance shall be paid by Borrowers upon request by Agent.

Section 6.7 Default Rate. From and after the occurrence and during the existence of an Event of Default, interest on all Indebtedness shall accrue at the Default Rate and be payable on demand. The failure of Agent to charge interest at the Default Rate shall not be evidence of the absence of an Event of Default or waiver of an Event of Default by Agent.

ARTICLE 7 MISCELLANEOUS.

Section 7.1    Notices. All notices or other written communications hereunder shall be

deemed to have been properly given (i) upon delivery if delivered in person, (ii) one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, (iii) 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, or (iv) one (1) Business Day after delivery if sent by email, provided that the recipient has acknowledged receipt by telephone and that a carbon copy of such notice is sent simultaneously by the other methods provided in this Section. All notices or other written communications hereunder shall be addressed to the individuals at the addresses set forth below, or at such other address as such party may, at least ten (10) days in advance, designate by written notice to the other parties. Any notice to legal counsel or other Person other than the primary addressee for Borrowers or Agent below shall be a courtesy copy only and shall not affect the timeliness or effectiveness of delivery of any notice. All notices or other written communications to be given by any Borrowers under this Agreement or the other Loan Documents may be given by Holding on behalf of all Borrowers.

To Borrowers:    RL Venture Holding LLC

c/o Red Lion Hotels Corporation 201 W. North River Drive Spokane, WA 99201

Attn: General Counsel

Email: Tom.McKeirnan@redlion.com

With a copy to: Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200

Seattle, WA 98101-3045 Attn: Matt LeMaster, Esq.

Email: mattlemaster@dwt.com

And with a copy to:    Shelbourne Falcon RLHC Hotel Investors, LLC

c/o Shelbourne Capital, LLC

595 E. Lancaster Avenue, Suite 300

Radnor, PA 19087 Attn: Joseph L. Fox

Email: jfox@shelbournecap.com

And with a copy to: Duane Morris LLP 30 South 17th Street

Philadelphia, PA 19103 Attn: David I. Haas, Esq.

Email: dihaas@duanemorris.com

To Agent:    Pacific Western Bank

5404 Wisconsin Ave, 2nd Floor Chevy Chase, Maryland 20815 Attn: SFB Credit Administration

Email: Sfbcreditadministration@capitalsourcebank.com

With copy to: Arent Fox LLP 1717 K Street NW

Washington, DC 20006 Attn: David Martin, Esq.

Email: david.martin@arentfox.com

Section 7.2 Reimbursement for Expenses. Borrowers shall pay (on the date of the initial funding of the Loan, and thereafter, as the case may be) all of the following fees, costs, and expenses incurred by Agent, any Lender or Servicer or any of their Affiliates (individually or collectively, as the context may apply, a “Reimbursement Party”): (1) all reasonable out-of- pocket expenses incurred by any Reimbursement Party in connection with the Loan, including, without limitation, all documentation and diligence expenses; all search, appraisal, recording and filing fees and expenses (including, without limitation, UCC filings (and any continuations thereto from time to time), and fees for post-Closing UCC, litigation, lien, and judgment, searches, and updates to title); all reasonable fees related to attorneys, environmental consultants, engineers, appraisers, and other consultants; Other Taxes, directly or indirectly, arising out of the Collateral; wire transfer fees; furnishing all legal opinions by counsel for any Borrower Party; and any other fees, charges or taxes for the negotiation, modification, recording or filing of the Loan Documents (and all modifications, restatements, consents, waivers, or extensions thereto);

(2)all out-of-pocket expenses of any Reimbursement Party in connection with the administration of the Loan, including all reasonable in-house collateral and portfolio management out-of-pocket expenses, costs of travel to any Property for property inspections; audit costs; inspection costs and expenses; attorneys’ fees and any other third party professional fees; and monitoring Borrowers’ ongoing performance of and compliance with the Loan Documents, and (3) all out- of-pocket amounts expended, advanced or incurred by any Reimbursement Party to enforce, protect, or collect payment of the Indebtedness or to enforce any Loan Document, or to defend or assert the rights and claims of any Reimbursement Party under the Loan Documents or with respect to the Collateral by any Proceeding, including all court costs, attorneys’ fees and expenses, fees of auditors, accountants, and investigation expenses, together with interest at the Default Rate from the date of disbursement until the date of reimbursement, all of which shall constitute part of the Loan and shall be secured by the Loan Documents. The parties hereto acknowledge that the reasonable out-of-pocket costs of any in-house counsel (including, for the avoidance of doubt, any hourly-billed legal fees), auditors, or other in-house consultants or employees used for any of the purposes set forth under this Agreement shall be considered a reimbursable expense. All costs and expenses described in this Section 7.2shall be deemed “Loan Expenses”.

Section 7.3    Indemnity.

(a)Borrowers shall indemnify, defend and hold harmless each Indemnified Person from and against any and all liabilities, obligations, losses, damages, penalties, actions,

judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever, including the reasonable fees and disbursements of counsel for any Indemnified Person, in connection with any Proceeding (whether or not such Indemnified Person shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Indemnified Person by any Person (other than an Indemnified Person) in any manner, directly or indirectly, arising out of the Properties, the Loan or the Loan Document (collectively, the “Indemnified Liabilities”). Notwithstanding the foregoing, Borrowers shall not have any obligation to an Indemnified Person hereunder to the extent that it is determined, by court of competent jurisdiction in a final nonappealable ruling, that any such Indemnified Liabilities were directly caused by the gross negligence or willful misconduct of such Indemnified Person.

(b)To the extent that the undertaking to indemnify, defend and hold harmless set forth in this Section may be unenforceable because it violates any law or public policy, Borrowers shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Agent or any other Indemnified Person. Any amounts payable to any Indemnified Person by reason of the application of this Section shall be payable within ten (10) Business Days of demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Person until paid. The obligations and liabilities of Borrowers under this Section

7.3shall survive the Term and the exercise by Agent or any Lender of any of their rights or remedies under the Loan Documents.

(c)To the extent Borrowers are obligated, pursuant to any Loan Document, to indemnify, defend, or prosecute any Proceeding in favor of any Indemnified Person, such Indemnified Person shall have the right of full participation in any such Proceeding, with counsel of such Indemnified Person’s choice. Any Indemnified Person may, in its sole discretion, take such actions as it deems necessary and appropriate to investigate, defend or settle any event or other remedial or corrective actions with respect to such event as may be necessary for the protection of such Indemnified Person or Collateral. The parties hereto acknowledge that the use of the words “counsel” herein shall include in-house legal counsel and outside legal counsel. Borrowers shall give notice to Agent and the Lenders of the initiation of all Proceedings prosecuted or required to be defended by any Borrower, or which are subject to Borrowers’ indemnity obligations under any Loan Document, promptly after the receipt by any Borrower of notice of the existence of any such proceeding. As used herein, “Proceeding” shall mean litigation, arbitration, investigative, or administrative proceedings, actions, matters, hearings, whether commenced, threatened, or potential in nature.

Section 7.4 Amendments and Waivers. Any consent or waiver by Agent to or of any term, covenant or condition under the Loan Documents, or of any Default or Event of Default, or failure by Agent to insist upon strict performance by Borrower Party of any term, covenant or condition contained in any Loan Document, shall be effective or binding upon Lenders only if made in writing by Agent; and no such consent, waiver or failure to insist shall be implied from any conduct, course of conduct, or act of Lenders, or any omission by Lenders to take any action with respect thereto. No failure by Lenders to insist upon the strict performance of any covenant, agreement, term or condition of any Loan Document or to exercise any right, power or remedy consequent upon a breach thereof shall constitute a waiver, express or implied, of any such breach or of such covenant, agreement, term or condition. A waiver on any one occasion shall

not be construed as a bar to or waiver of any right or remedy on any future occasion. No modification, amendment, extension, discharge, termination or waiver of any provision of any Loan Document shall in any event be effective unless the same shall be in a writing signed by Borrowers.

Section 7.5 Invalid Provisions. If any provision of any Loan Document is held to be illegal, invalid or unenforceable, such provision shall be fully severable; the Loan Documents shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part thereof; the remaining provisions thereof shall remain in full effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance therefrom; and in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as a part of such Loan Document a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible to be legal, valid and enforceable.

Section 7.6 Loan Agreement Provisions Control over Other Instruments. The provisions of this Agreement shall prevail notwithstanding any contrary provisions in any other Loan Document.

Section 7.7 Approvals; Third Parties; Conditions. Except where otherwise expressly provided in the Loan Documents, in any instance where the approval, consent or the exercise of Agent’s judgment is required, the granting or denial of such approval or consent and the exercise of such judgment shall be (a) within the sole discretion of Agent and/or the Lenders; and (b) deemed to have been given only by a specific writing intended for such purpose executed by Agent. All approval rights retained or exercised by Agent on behalf of the Lenders with respect to leases, contracts, plans, studies and other matters are solely to facilitate Agent’s and/or any Lender’s credit underwriting, and shall not be deemed or construed as a determination that Agent and/or such Lender has passed on the adequacy thereof for any other purpose and may not be relied upon by Borrowers or any other Person. This Agreement is for the sole and exclusive use of Agent, the Lenders, Borrowers and each Guarantor and may not be enforced, nor relied upon, by any Person other than Agent, the Lenders, Borrowers and each Guarantor. All conditions of the obligations of Agent and/or the Lenders hereunder, are imposed solely and exclusively for the benefit of Agent and the Lenders, their successors and assigns, and no other Person shall have standing to require satisfaction of such conditions or be entitled to assume that Agent or any Lender will refuse to make advances in the absence of strict compliance with any or all of such conditions, and no other Person shall, under any circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely waived in whole or in part by Agent and/or the Lenders at any time in Agent’s and/or the Lenders’ sole discretion, as the case may be.

Section 7.8 Agent Not in Control; No Partnership. None of the covenants or other provisions contained in this Agreement shall, or shall be deemed to, give Agent the right or power to exercise control over the affairs or management of any Borrower, the power of Agent being limited to the rights to exercise the remedies referred to in the Loan Documents. Borrowers covenant and agree that the relationship between Borrowers and Agent is, and at all times shall remain, solely that of debtor and creditor. No covenant or provision of the Loan Documents is intended, nor shall it be deemed or construed, to create a partnership, joint venture, agency or common interest in profits or income between Agent and Borrowers or to create equity

in the Property in Agent. Agent neither undertakes nor assumes any responsibility or duty to Borrowers or to any other Person with respect to the Property or the Loan, except as expressly provided in the Loan Documents; and notwithstanding any other provision of the Loan Documents: (a) Agent is not, and none shall be construed as, a partner, joint venturer, alter ego, manager, controlling person or other business associate or participant of any kind of any Borrower or its stockholders, members, or partners and Agent does not intend to ever assume such status; (b) Agent shall not in any event be liable for any debts, expenses or losses incurred or sustained by any Borrower; and (c) Agent shall not be deemed responsible for or a participant in any acts, omissions or decisions of any Borrower or its stockholders, members, or partners. Agent, on the one hand, and Borrower Parties, on the other hand, disclaim any intention to create any partnership, joint venture, agency or common interest in profits or income between Agent, on the one hand, and Borrower Parties, on the other hand, or to create an equity in the Properties in Agent, or any sharing of liabilities, losses, costs or expenses. The Borrower Parties are experienced in the ownership and operation of properties similar to the Properties, and Borrowers are solely relying upon such expertise and their business plan in connection with the ownership and operation of the Properties. Borrowers are not relying on either Agent or Lender’s expertise, business acumen or advice in connection with the Properties.

Section 7.9 Time of the Essence. Time is of the essence with respect to this Agreement and the other Loan Documents, and each representation, warranty, covenant and condition hereunder and thereunder.

Section 7.10 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that

(a)Borrowers may not assign or transfer their rights hereunder or any interest herein or delegate its duties hereunder without the prior written consent of Agent, and (b) Agent and any Lender shall have the right to assign its rights (in whole or in part, whether by operation of law (pursuant to a merger or other successor in interest) or otherwise) hereunder in accordance with this Agreement. Any reference to a Person under the Loan Documents shall be deemed to include such Person’s successors and assigns, to the extent permitted by the terms hereof.

Section 7.11 Renewal, Extension or Rearrangement. All provisions of the Loan Documents shall apply with equal effect to each and all amendments thereof and any Notes hereinafter executed which in whole or in part represent a renewal, extension, increase or rearrangement of the Loan.

Section 7.12 Cumulative Rights. The rights and remedies of Agent and Lenders as provided in the Loan Documents shall be cumulative and concurrent and may be pursued singly, successively or together against any Borrower Party, the Collateral, or any other Persons who are, or may become liable for all or any part of the Obligations, and any other funds, property or security held by Agent for the payment hereof, or otherwise, at the sole discretion of Agent. Failure to exercise any such right or remedy shall in no event be construed as a waiver or release of such rights or remedies, or the right to exercise them at any later time. The right, if any, of Borrowers, and all other Persons, who are, or may become, liable for the Obligations, to plead any and all statutes of limitation as a defense is expressly waived by each and all of such parties to the full extent permissible by law.

Section 7.13 Singular and Plural; Phases; Construction.Wherever the context of any Loan Document may so require, the gender shall include the masculine, feminine and neuter, and the singular shall include the plural and vice versa. When used in the Loan Documents, the phrase “including” (or a word of similar import) shall mean “including, but not limited to,” the phrase “satisfactory to Agent” shall mean “in form and substance satisfactory to Agent in all respects”, and the words “herein,” “hereof,” “hereunder” and other words of similar import shall refer to this Agreement as a whole and not to any particular provision. The Loan Documents shall be construed as though drafted by all of the parties thereto and shall not be construed against or in favor of any party. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP as applied on a consistent basis.

Section 7.14 Exhibits; Schedules; and Recitals. The exhibits, schedules, and recitals described in the beginning paragraphs of this Agreement and attached to this Agreement and the other Loan Documents, as applicable, are incorporated herein and therein and shall be considered a part of this Agreement and such other Loan Documents for the purposes stated herein and therein.

Section 7.15 Titles of Articles, Sections and Subsections. All titles or headings to articles, sections, subsections or other divisions of this Agreement and the other Loan Documents or the exhibits hereto and thereto are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other content of such articles, sections, subsections or other divisions, such other content being controlling as to the agreement between the parties hereto.

Section 7.16 Survival. All of the representations, warranties, covenants, and indemnities hereunder and under the other Loan Documents, and any reaffirmation, modification or amendment thereof made in accordance with the terms and conditions of the Loan Documents, shall survive (a) with respect to indemnities only, the repayment in full of the Indebtedness and the release of the Liens securing the Loan, (b) the transfer (by sale, foreclosure, conveyance in lieu of foreclosure or otherwise) of any or all right, title and interest in and to the Property to any Person, whether or not an Affiliate, and (c) in the case of any Lender that may assign any interest in its the Loan in accordance with the terms of this Agreement, the making of such assignment, notwithstanding that such assigning Lender may cease to be a “Lender” hereunder.

Section 7.17 Representation by Legal Counsel. Each Borrower acknowledges that it has been advised by Agent to seek the advice of legal counsel in connection with the negotiation and preparation of the Loan Documents. If any Borrower has chosen not to obtain legal representation, whether due to cost considerations or for other reasons, the lack of such representation shall not furnish Borrowers with any defense to the enforcement of Agent’s rights under the Loan Documents.

Section 7.18    Waiver of Jury Trial

(a)EACH PARTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, (i) EXPRESSLY, KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING UNDER ANY

LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR INCIDENTAL TO THE DEALINGS OF THE PARTIES WITH RESPECT TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED BY ANY LOAN DOCUMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND (ii) AGREES AND CONSENTS THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS LOAN AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

(b)If any such claim or cause of action is brought or filed in any United States federal court sitting in the State of California or in any state court of the State of California, and the waiver of jury trial set forth in Section 7.18(a)is determined or held to be ineffective or unenforceable, the parties agree that all claims and causes of action shall be resolved by reference to a private judge sitting without a jury, pursuant to California Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of the Los Angeles County, California. Such proceeding shall be conducted in Los Angeles County, California, with California rules of evidence and discovery applicable to such proceeding. If Claims or causes of action are to be resolved by judicial reference, any party may seek from any court having jurisdiction over such Claims or causes of action any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all claims and causes of action are otherwise subject to resolution by judicial reference.

Section 7.19    Governing Law.

(a)THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF NEW YORK PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS THAT WOULD RESULT IN APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWERS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT.

(b)BY EXECUTION AND DELIVERY OF EACH LOAN DOCUMENT TO WHICH IT IS A PARTY, EACH BORROWER PARTY DOES, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS

IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY CREDIT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN THIS AGREEMENT.

Section 7.20 Waivers. EACH BORROWER PARTY AGREES THAT IT WILL NOT ASSERT ANY CLAIM, AND HEREBY WAIVES ANY CLAIM, AGAINST AGENT OR ANY OTHER INDEMNIFIED PERSON UNDER ANY LOAN DOCUMENT ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. BORROWER EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY AGENT PURSUANT TO ANY LOAN DOCUMENT, ANY AND EVERY RIGHT IT MAY HAVE TO (a) INTERPOSE ANY COUNTERCLAIM THEREIN UNLESS UNDER THE APPLICABLE RULES OF COURT SUCH COUNTERCLAIM MUST BE ASSERTED IN SUCH PROCEEDING, OR (b) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING UNLESS UNDER THE APPLICABLE RULES OF COURT SUCH SUIT, ACTION OR PROCEEDING MUST BE CONSOLIDATED WITH THE PROCEEDING BROUGHT BY AGENT.

Section 7.21 Entire Agreement. This Agreement and the other Loan Documents embody the entire agreement and understanding among Agent, Lenders and Borrower and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

Section 7.22 Injunctive Relief. Borrower recognizes that in the event Borrower fails to perform, observe or discharge any of its Obligations hereunder or under any of the other Loan Documents, no remedy of law will provide adequate relief to Agent, and agrees that Agent shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

Section 7.23 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one document. Receipt of an executed signature page to this Agreement by facsimile, electronic mail, or other electronic transmission shall constitute effective delivery thereof.

Section 7.24    Joint and Several.

(a)Each Borrower acknowledges that it is jointly and severally liable for all of the Obligations under the Loan Documents. Each Borrower expressly understands, agrees and acknowledges that (i) Borrowers are all Affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that Lenders extend such a common credit facility on the terms herein provided, (iv) Lenders will be lending against, and relying on a Lien upon, all of Borrowers’ assets even though the proceeds of the Loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of such Loan by Lenders and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Loan Documents shall be applicable to and shall be binding upon each Borrower and (vii) each Borrower has executed or will execute the Note as a co-maker of the Note and that it would not be able to obtain the credit provided by Lenders hereunder without the financial support provided by the other Borrowers. Each Borrower hereby absolutely and unconditionally guarantees to Agent and Lenders and their respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Lenders by each other Borrower. Except as set forth in Section 2.13, each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Section 7.24 shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Section 7.24 shall be absolute and unconditional.

(b)If (i) any court holds that Borrowers are guarantors and not jointly and severally liable as principal obligors or (ii) Bankruptcy Proceedings are instituted by or against any Borrower, then each Borrower hereby: (A) expressly and irrevocably waives, to the fullest extent possible, on behalf of such Borrower, any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, set off or any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of a claim against any Person, and which such Borrower may have or hereafter acquire against any Person in connection with or as a result of such Borrower’s execution, delivery and/or performance of this Agreement, or any other documents to which such Borrower is a party or otherwise; (B) expressly and irrevocably waives any “claim” (as such term is defined in the Bankruptcy Code) of any kind against any other Borrower, and further agrees that it shall not have or assert any such rights against any Person (including any surety), either directly or as an attempted set off to any action commenced against such Borrower by Lender or any other Person; and (C) acknowledges and agrees (I) that this waiver is intended to benefit Lender and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Agreement, and (II) that Lender and its successors and assigns are intended beneficiaries of this waiver, and the agreements set forth in this Section 7.24 and their rights under this Section 7.24 shall survive payment in full of the Obligations.

(c)EACH BORROWER WAIVES THE FILING OF A CLAIM WITH A COURT IN THE EVENT OF RECEIVERSHIP OR BANKRUPTCY OF ANY BORROWER,

AND WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH ANY BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY LENDER IN ENFORCING THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, EVERY DEFENSE, COUNTERCLAIM OR SETOFF WHICH SUCH BORROWER MAY NOW HAVE, OR HEREAFTER MAY HAVE, AGAINST ANOTHER BORROWER OR ANY OTHER PARTY LIABLE AS LENDER IN ANY MANNER. AS FURTHER SECURITY, ANY AND ALL DEBTS AND LIABILITIES NOW OR HEREAFTER ARISING AND OWING TO ANY BORROWER BY ANY OTHER BORROWER, OR TO ANY OTHER PARTY LIABLE TO LENDER, ARE HEREBY SUBORDINATED TO LENDER’S CLAIMS AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT ARE ASSIGNED TO LENDER. EACH BORROWER RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO PURSUANT TO THE TERMS HEREOF, AND AGREES THAT LENDER SHALL NOT BE LIABLE FOR ANY ERROR IN JUDGMENT OR MISTAKES OF FACT OR LAW. EACH BORROWER HEREBY AGREES THAT IT MAY BE JOINED AS A PARTY DEFENDANT IN ANY LEGAL PROCEEDING (INCLUDING, BUT NOT LIMITED TO, A FORECLOSURE PROCEEDING) INSTITUTED BY LENDER AGAINST ANY OTHER BORROWER.

Section 7.25    Assignments, Participations, and Syndications.

(a)Each Lender may (at the sole cost of such Lender) at any time assign all or a portion of its rights and delegate all or a portion of its obligations under the Loan Documents (including all its rights and obligations with respect to the Loan) to one or more Persons (a “Transferee”). There shall be no limitation or restriction on any Lender’s ability to assign, pledge or otherwise transfer any Note or other Obligation. The Transferee and such Lender shall execute such loan assignment and assumption documentation as may be required by Lender, which shall be in form and substance reasonably acceptable to Lender in its discretion. Upon such transfer, (i) the Transferee thereunder shall be a party hereto and, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Pro Rata Share of the Loan or the assigned portion thereof, as the case may be. Borrowers hereby acknowledge and agree that any assignment will give rise to a direct obligation of Borrowers to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder.

(b)Lender (at the sole cost of Lender) may at any time sell participations in all or any part of its rights and obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more Persons (each, a “Participant”). In the event of any such sale by Lender of a participation to a Participant, (i) Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible for the performance thereof, (iii) Lender shall remain the holder of the Loan (and any Note evidencing the Loan) for all purposes under this Agreement and the other Loan Documents, (iv) Borrowers (and any other party to the Loan Documents) shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under this Agreement and the other Loan Documents, and (v) all amounts payable pursuant to Agreement by Borrowers hereunder shall be determined as if Lender had not sold such participation. Any agreement pursuant to which Lender shall sell any such participation shall provide that Lender shall retain the sole

right and responsibility to exercise Lender’s rights and enforce Lender’s obligations hereunder, including the right to consent to any amendment, supplement, modification or waiver of any provision of this Agreement or any of the other Loan Documents. Borrowers hereby acknowledge and agree that the Participant under each participation shall, solely for the purposes of any indemnity obligations of Borrowers hereunder, be considered to be a “Lender” hereunder, and Borrowers agree to use commercially reasonable efforts to assist Lender in assigning or selling participations in all or any part of the Loan made by any Lender to another Person identified by such Lender. In connection with the obligations of Borrowers in the immediately preceding sentence, Borrowers shall pay to PacWest costs incurred by PacWest in an amount not to exceed $50,000, within five (5) Business Days of written demand, in connection with the participation to Jeffries LoanCore LLC on or about the Closing Date, provided, that Borrower shall not be obligated to pay any costs of any Lender in connection with any other participation.

(c)Agent, on behalf of Borrowers, shall maintain at its address set forth herein a copy of any documentation entered into in connection with a transfer of the Loan by a Lender and a written or electronic register (the “Register”) for the recordation of the names and addresses of the Lenders and the Advances made by, and the principal amount of the Loan owing to, and the Notes evidencing the Loan owned by, each Lender from time to time. Borrowers and the Agent shall treat each Person whose name is recorded in the Register as the owner of the Loan, the Notes and the Advances recorded therein for all purposes of this Agreement. The Register shall be available for inspection by Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d)Notwithstanding anything in this Agreement to the contrary, no assignment under Section 7.25(a)of any rights or obligations under or in respect of the Loan or the Notes evidencing the Loan shall be effective unless and until Agent shall have recorded the assignment pursuant to Section 7.25(c)and give notice of such acceptance to such Lender. Agent shall promptly record any such transfer of a Lender’s interests in the Loan in the Register. On or prior to such effective date, the assigning Lender shall surrender any outstanding Notes held by it, all or a portion of which are being assigned, and Borrowers, at their own expense, shall, upon the request of Agent by the assigning Lender or the Transferee, as applicable, execute and deliver to Agent, within five (5) Business Days of any request, new Notes substantially in the form of the original Note executed by Borrower on the Closing Date with changes as required to reflect the interest held by the assigning Lender and its Transferee.

(e)Except as otherwise provided in this Section 7.25Lender shall not, as between Borrower Parties and Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Loan or other Obligations owed to Agent and Lenders. Lender may furnish any information concerning Borrower Parties in the possession of Lender from time to time to assignees and participants (including prospective assignees and participants), subject to confidentiality requirements hereunder.

(f) Notwithstanding any other provision set forth in this Agreement:

(i)Lender may at any time create a security interest in all or any portion of its rights under this Agreement, including, without limitation, the Loan owing to it and the Notes held by it and the other Loan Documents and Collateral.

(ii)(A) Lender and its Affiliates shall not be required to execute and deliver any documentation in connection with any transaction involving its Affiliates or lenders, (B) no lender to or funding or financing source of Lender or its Affiliates shall be considered a Transferee, (C) there shall be no limitation or restriction on Lender’s ability to assign or otherwise transfer any Loan Document to any such Affiliate or lender or funding or financing source, and (D) there shall be no limitation or restriction on such Affiliates’ or lenders’ or financing or funding sources’ ability to assign or otherwise transfer any Loan Document, Loan, Note or Obligation (or any of its rights thereunder or interest therein).

(g)The Loan Documents shall inure to the benefit of Agent, Lenders, any Transferee, Participant (to the extent expressly provided herein only) and all future holders of the Notes, the Obligations and/or any of the Collateral, and each of their respective successors and permitted assigns. Each Loan Document shall be binding upon the Persons other than Agent that are parties thereto and their respective successors and assigns, and no such Person may assign, delegate or transfer any Loan Document or any of its rights or obligations thereunder without the prior written consent of Agent. No rights are intended to be created under any Loan Document for the benefit of any third party donee, creditor or incidental beneficiary of Borrowers. Nothing contained in any Loan Document shall be construed as a delegation to Lender of any other Person’s duty of performance. Borrowers acknowledge and agree that Lender at any time and from time to time may (i) divide and reissue (without substantive changes other than those resulting from such division) the Notes, and/or (ii) sell, assign or grant participating interests in or transfer all or any part of its rights or obligations under any Loan Document, Note, the Obligations and/or the Collateral to other Persons, in each case on the terms and conditions provided herein. Each Transferee and Participant shall have all of the rights, obligations and benefits with respect to the Obligations, Notes, Collateral and/or Loan Documents held by it as fully as if the original holder thereof; provided, that, notwithstanding anything to the contrary in any Loan Document, Borrowers shall not be obligated to pay under this Agreement to any Transferee or Participant any sum in excess of the sum which it would have been obligated to pay to Agent had such participation not been effected. Lender may disclose to any Transferee or Participant all information, reports, financial statements, certificates and documents obtained under any provision of any Loan Document; provided, that Transferees and Participants shall be subject to the confidentiality provisions contained herein that are applicable to Lender. Borrowers shall, at Borrowers’ sole cost and expense, execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to consummate the actions contemplated by this Section 7.25.

(h)Any Lender may assign or pledge all or any portion of the Loans or Notes held by it to any Federal Reserve Bank, Federal Home Loan Bank or the United States Treasury as collateral security to secure obligations of such Lender, including without limitation, any assignment or pledge pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank,

provided, that any payment in respect of such assigned Loans or Notes made by Borrower to or for the account of the assigning or pledging Lender in accordance with the terms of this Agreement shall satisfy Borrowers’ obligations hereunder in respect to such assigned Loans or Notes to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.

Section 7.26 Limitation on Liability of Agent’s and Lenders’ Members, Employees,etc.Any obligation or liability whatsoever of Agent or any Lender which may arise at any time under this Agreement or any other Loan Document shall be satisfied, if at all, out of Agent’s or such Lender’s assets only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of Agent’s or such Lender’s members, shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise.

Section 7.27    Confidentiality and Publicity.

(a)Borrowers and Agent hereby agree that either party or any Affiliate thereof may (i) disclose a general description of transactions arising under the Loan Documents for advertising, marketing or other similar purposes and (ii) use any Borrower Party’s name, logo or other indicia germane to such party in connection with such advertising, marketing or other similar purposes. Each Borrower agrees, and agrees to cause each of its Affiliates, except as required by law (including, without limitation, any filing by RLH) (i) not to transmit or disclose any provision of any Loan Document to any Person (other than to any Borrower’s advisors and officers on a need-to-know basis) without Agent’s prior written consent, (ii) to inform all Persons of the confidential nature of the Loan Documents and to direct them not to disclose the same to any other Person and to require each of them to be bound by these provisions and (iii) not to use Agent’s name (or the name of any of Agent’s Affiliates) in connection with any press releases or such similar purposes without Agent’s prior written consent.

(b)Agent and Borrowers shall exercise commercially reasonable efforts to maintain in confidence, in accordance with its customary procedures for handling confidential information, all written nonpublic information of any party to any Loan Document that any party to any Loan Document furnishes on a confidential basis (“Confidential Information”), other than any such Confidential Information that becomes generally available to the public or becomes available to Agent or Borrowers from a source other than a party to a Loan Document and that is not known to such recipient to be subject to confidentiality obligations; provided, that Agent, Borrowers and their respective Affiliates shall have the right to disclose Confidential Information to: (i) any Borrower Party or its Affiliates, (ii) such Person’s Affiliates; (iii) such Person’s or such Person’s Affiliates’ lenders, funding or financing sources;

(iv)such Person’s or such Person’s Affiliates’ directors, officers, trustees, partners, members, managers, employees, agents, advisors, representatives, attorneys, equity owners, professional consultants, portfolio management services and rating agencies; (v) any Person to whom Agent offers or proposes to offer to sell, assign or transfer the Loan or any part thereof or any interest or participation therein; (vi) any Person that provides statistical analysis and/or information services to Agent or its Affiliates; or (vii) any Governmental Authority to which Agent is subject at the request or pursuant to any requirement of such Governmental Authority, or in

connection with an examination of Agent by any such Governmental Authority; and any Person (A) to the extent required by applicable law, (B) in response to any subpoena or other legal process or informal investigative demand, or (C) in connection with any Proceeding.

Section 7.28 Estoppel Certificates. Within ten (10) Business Days after Agent’s request therefor, Borrowers shall deliver a duly acknowledged written statement setting forth the amount of the Indebtedness, stating whether any setoffs or defenses exist and the specific nature thereof, and attesting to such other matters with respect to the Loan Documents, or any Indebtedness, which Agent may request. Failure of Borrowers to execute, acknowledge and return such statement within the time period herein specified shall be deemed an admission by Borrowers that the information contained in the statement is true and correct. Borrowers acknowledge that any such statement may be relied upon by any transferee or assignee of Agent, or any other Person participating in the Loan or the Loan Documents.

Section 7.29 Retention of Servicer. Agent reserves the right to retain a servicer (a “Servicer”) selected by Agent to service the Loan, including any “master servicer” or “special servicer” appointed under the terms of any pooling and servicing agreement or similar agreement entered into as a result of a securitization. Such Servicer shall act as its agent hereunder with such powers as are specifically delegated to the Servicer by it, whether pursuant to the terms of this Agreement, any pooling and servicing agreement or similar agreement entered into as a result of a securitization or otherwise, together with such other powers as are reasonably incidental thereto. Borrowers shall pay any reasonable fees and expenses of the Servicer including, without limitation, fees for portfolio management, capital analytics fees and other Servicer related fees.

Section 7.30    Taxes.

(a)Subject to Section 7.30(f), any and all payments by or on account of any obligations of Borrowers to Lenders under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for, any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (including penalties, interest and additions to tax), imposed by any Governmental Authority, excluding, in the case of Lenders, (i) such taxes (including income taxes or franchise taxes) as are imposed on or measured by gross receipts, the net income, overall receipts or total capital of Lenders by the jurisdiction in which such Lender is organized or maintains a lending office or any political subdivision thereof, and (ii) any branch profits taxes imposed by the United States of America (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to specifically for purposes of this Section 7.30as “Covered Taxes”).

(b)In addition, Borrowers shall pay to the relevant Governmental Authority any present or future stamp or documentary taxes or any other excise, transfer, or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as “Other Taxes”).

(c)Subject to Section 7.30(f), Borrowers shall indemnify and hold harmless Lenders for the full amount of any and all Covered Taxes or Other Taxes (including any Covered Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 7.30) paid or payable by Lenders and any liability (other than any penalties, interest, additions, and expenses that accrue both (i) after the 180th day after the receipt by Lenders of written notice of the assertion of such Covered Taxes or Other Taxes and (ii) before the date that such Lender provides Borrowers with a certificate relating thereto pursuant to Section7.30(i)) arising therefrom or with respect thereto, whether or not such Covered Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. Payments under this indemnification shall be made within ten (10) Business Days after the date Agent makes written demand therefor.

(d)If Borrowers shall be required by applicable law to deduct or withhold any Covered Taxes or Other Taxes from or in respect of any sum payable hereunder to Lenders, then, subject to Section 7.30(f):

(i)the sum payable shall be increased to the extent necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 7.30), each Lender receives an amount equal to the sum it would have received had no such deductions been made;

(ii) Borrowers shall make such deductions; and

(iii)Borrowers shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(e)Within ten (10) Business Days after the date of any payment by Borrowers of Covered Taxes or Other Taxes to a Governmental Authority, Borrowers shall furnish to Agent the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to Agent.

(f)Borrowers will not be required to pay any additional amounts in respect of any income tax pursuant to Section 7.30(d)to Lenders or to indemnify Lenders pursuant to Section 7.30(c)to the extent that (i) the obligation to withhold amounts with respect to United Stated Federal income tax existed on the date Lenders became a party to this Agreement or, with respect to payments to a lending office newly designated by such Lender (a “NewLending Office”), the date such Lender designated such New Lending Office with respect to the applicable Loan; provided, however, that this clause (i)shall not apply to the extent the additional amounts Lenders (or any assignee therefrom) through a New Lending Office, would be entitled to receive (without regard to this clause (i)) do not exceed the additional amounts that the Person making the transfer, or Lenders (or such assignee) making the designation of such New Lending Office, would have been entitled to receive in the absence of such transfer or designation; or (ii) the Internal Revenue Service has determined (which determination shall be final and nonappealable) that such Lender is treated as a “conduit entity” within the meaning of Treasury Regulation Section 1.881-3 or any successor provision; provided, however, nothing contained in this clause (ii)shall preclude the payment of additional amounts or indemnity payments by Borrowers to the person for whom the “conduit entity” is acting.

(g)If Borrowers are required to pay additional amounts to or for the account of Lenders pursuant to this Section 7.30, then Lenders shall use their reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably requested by Borrowers or to designate a lending office from a different jurisdiction (if such a lending office exists) so as to eliminate or reduce any such additional payments by Borrowers which may accrue in the future if such filing or changes, in the reasonable judgment of Lenders, would not require Lenders to disclose information Lenders deem confidential and is not otherwise disadvantageous to Lenders.

(h)If a Lender, in its reasonable judgment, receives a refund of any Covered Taxes or Other Taxes as to which it has been indemnified by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section 7.30it shall promptly pay to Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrowers under this Section 7.30with respect to the Covered Taxes or Other Taxes giving rise to such refund) and any interest paid by the relevant Governmental Authority with respect to such refund, provided, that Borrowers, upon the request of such Lender, shall repay the amount paid over to Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender in the event such Lender is required to repay the applicable refund to such Governmental Authority.

(i)Lenders, if claiming reimbursement or compensation pursuant to this Section 7.30, shall deliver to Borrowers a certificate setting forth in reasonable detail the amount payable to Lenders hereunder and such certificate shall be conclusive and binding on Borrower in the absence of manifest error.

(j)The agreements and obligations of Borrowers in this Section 7.30shall survive the payment of all other Obligations.

Section 7.31 Refinancing Right of First Offer. Agent shall have the right to provide the first offer with respect to refinancing proposals for all of the Properties. Each Borrower agrees to provide Agent with a financing package prior to delivering such package to any other lender. Agent shall have ten (10) days after receipt of such package to provide a refinancing proposal. Notwithstanding the foregoing, the Borrowers acknowledges that Agent is under no obligation whatsoever to make or match any proposal to the Borrowers on any specific terms and conditions, and Agent acknowledges that Borrower is under no obligation whatsoever to accept any proposal to Borrowers. Agent’s rights under this Section 7.31 shall be void and of no further force and effect upon repayment of the Loan so long as Agent first shall have had the opportunity to exercise its rights under this Section 7.31.

ARTICLE 8 ADMINISTRATIVE AGENT.

Section 8.1 Appointment and Authorization. The Lenders hereby designate and

appoint, and Borrowers hereby acknowledge and consent to the designation and appointment of, PacWest as agent of the Lenders under the Loan Documents, and authorizes PacWest (and any

successor thereto designated in accordance with the provisions hereof), as agent for the benefit of the Lenders, to take such action on its behalf under the provisions of the Loan Documents and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement and the Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or Borrowers, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against Agent. Each Lender hereby agrees that any action taken by Agent in accordance with the provisions of this Agreement shall be authorized and binding upon all of the Lenders. Nothing herein shall be construed to deem the Agent a trustee or fiduciary for any Lender or to impose on the Agent any fiduciary duty or other duties or obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms “Agent”, “agent” and similar terms in this Agreement or any of the Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 8.2 Agent to act as Agent. The Agent shall deliver to each Lender, promptly upon receipt thereof by the Agent, copies of each of the financial statements, certificates, notices and other documents delivered to the Agent pursuant to Section 5.10of this Agreement. The Agent will also furnish to any Lender, upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or notice furnished to the Agent by Borrowers, any Borrower Party or any Affiliate, pursuant to this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such other Loan Document. Payments received by Agent with respect to the Loan shall be held in trust for the benefit of the Lenders in accordance with their respective interests under this Agreement (but without creating any fiduciary or other obligations on the part of the Agent except as otherwise expressly set forth in this Agreement). As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of Borrowers’ obligations thereunder), Agent shall, except as otherwise provided in Article 8or any other provisions of this Agreement, be required to act or to refrain from acting upon the instructions of the applicable Lenders, and such instructions shall be binding upon all Lenders and all holders of any of the obligations of Borrowers; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Agent shall not be required to take any action which is contrary to this Agreement or any other Loan Document or Legal Requirements or which would subject Agent to any criminal liability or material civil liability. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting under this Agreement, the other Loan Documents, in accordance with the instructions of the applicable Lenders, or where applicable, all the Lenders. All payments or other sums received by PacWest in its capacity as Agent under the Loan shall not constitute property or assets of PacWest and shall be held by PacWest, solely in its capacity as Agent for itself and the other Lenders, subject to the Loan Documents, any separate agreement between Agent and the Lenders and the provisions of this Agreement. Each of the Lenders agrees that it shall not, unless specifically requested to do so by the Agent, take or cause to be taken any action to enforce its rights under any of the Loan

Documents against any Borrower Party, including the commencement of any legal or equitable proceedings, to foreclose any lien on, or otherwise enforce any security interest in, any of the Collateral.

Section 8.3 Agent’s Reliance, Etc. Notwithstanding any other provisions of this Agreement or any other Loan Documents, neither the Agent nor any of its directors, officers, agents, employees or counsel shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document, except for the Agent’s own gross negligence or willful misconduct in connection with its obligations expressly set forth herein or therein, as determined by a court of competent jurisdiction in a final, non-appealable judgment. Without limiting the generality of the foregoing, the Agent: may consult with legal counsel (including its own counsel or counsel for any Borrower Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. Neither the Agent nor any of its directors, officers, agents, employees or counsel: (a) makes any warranty or representation to any Lender or any other Person and shall be responsible to any Lender or any other Person for any recitals, statement, warranty or representation made or deemed made by any Borrower Party or any other Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any Loan Document on the part of Borrowers or other Persons or inspect the property, books or records of Borrowers or any other Person; (c) shall be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any other instrument, certificate, report or document furnished pursuant thereto or any Collateral covered thereby or the perfection or priority of any Lien in favor of the Agent on behalf of the Lenders in any such Collateral; (d) shall have any liability in respect of any recitals, statements, certifications, representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or statement delivered in connection therewith; and (e) shall incur any liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telephone, telecopy or electronic mail) reasonably believed by it to be genuine and signed, sent or given by the proper party or parties. The Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Section 8.4 Indemnification of Agent. Regardless of whether the transactions contemplated by this Agreement and the other Loan Documents are consummated, each Lender agrees to indemnify the Agent (to the extent not reimbursed by Borrowers and without limiting the obligation of Borrowers to do so) pro rata in accordance with such Lender’s respective Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Agent (in its capacity as Agent or in its capacity as the entity named as “Lender” under any Loan Document, but not in its capacity as an individual “Lender” under this Agreement) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or

omitted by the Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable to Agent for any portion of such Indemnifiable Amounts to the extent resulting from Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment provided, however, that no action taken in accordance with the directions of the applicable Lenders pursuant to any agreement between Agent and Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 8.4. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent (to the extent not reimbursed by Borrowers and without limiting the obligation of Borrowers to do so) within two

(2) Business Days after receipt of written demand from Agent for its Pro Rata Share of any out- of-pocket expenses (including the reasonable fees and expenses of the counsel to the Agent) incurred by the Agent in connection with the Loan or any Collateral, including, without limitation, in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Agent to enforce the terms of the Loan Documents and/or collect any obligation of Borrowers hereunder, any “lender liability” suit or claim brought against the Agent and/or the Lenders, and any claim or suit brought against the Agent and/or the Lenders arising under any Hazardous Materials Laws (whether before or after the foreclosure of any Collateral). Such out–of–pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Agent notwithstanding any claim or assertion that the Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Agent that the Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Agent is not so entitled to indemnification. If Borrowers shall reimburse the Agent for any Indemnifiable Amount following payment by any Lender to the Agent in respect of such Indemnifiable Amount pursuant to this Section 8.4, the Agent shall share such reimbursement on a ratable basis with each Lender making any such payment based on each Lender’s Pro Rata Share.

Section 8.5 Removal and Resignation. Agent may resign at any time as Agent under the Loan Documents by giving written notice thereof to the Lenders and Borrowers. Subject to the provisions of the last sentence in this Section 8.5in the event of a material breach of any of its obligations in this Agreement by the Agent and the failure to cure same within fifteen (15) days after it receives written notice of such material breach, the Agent may be removed as Agent under the Loan Documents pursuant to the terms of any agreement between Agent and the Lenders upon thirty (30) day’s prior notice. Upon any such resignation or removal, the applicable Lenders shall have the right to appoint a successor Agent. Any such successor Agent shall be either (a) a Lender or (b) a Person meeting the qualifications of a permitted Lender assignee. If no successor Agent shall have been so appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within thirty (30) days after the current Agent’s removal or giving of notice of resignation as described above, then the current Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a Lender, if any Lender shall be willing to serve. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the current Agent, and the current Agent shall be discharged from its duties and obligations under the Loan Documents. After any Agent’s resignation or removal hereunder as Agent, the provisions of this Agreement

shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the Agent may assign its rights and duties under the Loan Documents to any of its Affiliates, and after such assignment, Agent shall promptly thereafter give written notice to Borrowers and each Lender. If Agent becomes obligated under the terms of this Agreement to take or not take an action at the direction of the Lenders pursuant to a separate agreement which Agent for any reason does not want to execute, then, notwithstanding anything to the contrary contained in this Agreement, Agent shall have the right to resign as Agent prior to taking or not taking such action, whether or not any other Lender is willing to serve as Agent, provided, that Agent gives the other Lenders at least five (5) Business Days prior notice of such resignation; in such event the appointment of a new Agent shall become effectively immediately upon written notice of such appointment to the previous Agent, Borrowers and the Lenders.

Section 8.6 Notice of Defaults. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default under the Loan Documents (other than nonpayment of principal of or interest on the Loan) unless Agent has actual knowledge thereof or Agent has received notice in writing from a Lender or Borrowers referring to this Agreement or the other Loan Documents, describing such event or condition and expressly stating that such notice is a notice of an Event of Default.

Section 8.7 Expenses. Any Protective Advances and Approved Expenses funded by Agent or Lenders shall be deemed part of the Indebtedness and Borrower shall reimburse Agent within five (5) Business Days after the date written demand by Agent is received by the Lenders. Agent shall have the right, but not the obligation, to incur such Protective Advances and Approved Expenses prior to reimbursement therefor by the Lenders.

[Signature Pages Follow]

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

BORROWERS:

RL VENTURE HOLDING LLC,

a Delaware limited liability company

By: /s/ Thomas L. McKeirnan

Name: Thomas L. McKeirnan

Title: Executive Vice President

RL BEND, LLC, RL BOISE, LLC,

RL COOS BAY, LLC, RL EUREKA, LLC, RL OLYMPIA, LLC, RL PASCO, LLC,

RL PORT ANGELES, LLC, RL POST FALLS, LLC,

RL REDDING, LLC, RL RICHLAND, LLC, RL SALT LAKE, LLC, RL SPOKANE, LLC,

each a limited liability company

By: /s/ Thomas L. McKeirnan

Name: Thomas L. McKeirnan

Title: Executive Vice President

[SIGNATURE PAGE TO LOAN AGREEMENT]

AGENT AND LENDER:

PACIFIC    WESTERN BAN K,

a California state-chartered bank

By: /s/ Jason Schwartz

Name: Jason Schwartz

Title: SVP, Managing Director

[SIGNATURE PAGE TO LOAN AGREEMENT]

EXHIBIT A

Legal Description

See Attached

EXHIBIT A-1

Legal Description for Bend Property

LEGAL DESCRIPTION: Real property in the County of Deschutes, State of Oregon, described as follows:

LOTS 1 THROUGH 12 IN BLOCK 3 OF WIESTORIA, CITY OF BEND, DESCHUTES COUNTY, OREGON. TOGETHER WITH THAT PORTION OF A VACATED ALLEY WHICH INURED THERETO UPON THE VACATION THEREOF, BY ORDINANCE NO-850, RECORDED JULY 8, 1971 IN BOOK 176, PAGE 956 OF DESCHUTES COUNTY DEED RECORDS.

EXCEPTING THEREFROM THAT PORTION OF SAID LOTS 6 AND 7 IN BLOCK 3, CONVEYED TO THE CITY OF BEND BY WARRANTY DEED RECORDED MARCH 09, 2000 IN INSTRUMENT NO. 2000-9063 AND INSTRUMENT NO. 2000-9064.

EXHIBIT A-2

Legal Description for Boise Property

LEGAL DESCRIPTION: Real property in the County of Ada, State of Idaho, described as follows: Parcel A:

Parcel I:

All of Lots 1 and 2 in Block 40 and all of Block 41 of Fairview Addition, according to the plat thereof, filed in Book 2 of Plats at Page 73, Records of Ada County, Idaho, and all of Block 40-A Citizens Right- Of-Way, according to the plat thereof, filed in Book 7 of Plats at Page 341, and a portion of Lots 1 and 2 in Block 10 and all of Lots 11, 12, 13 and 14 in Block 9 of McCarty's Second Addition, according to the plat thereof, filed in Book 2 of Plats at Page 85, Records of Ada County, Idaho, and the vacated streets and alley included within the boundaries thereof, more particularly described as follows:

Beginning at the intersection of the Easterly boundary of 22nd Street and Northerly boundary of Fairview Avenue, being the Southwest corner of Block 41 of Fairview Addition, said point being The True Point Of Beginning; thence

North 0°00'00" East 350.16 feet along the Easterly boundary of said 22nd street to a point on the Southerly boundary of Main Street; thence

North 89°59'20" East 157.99(8) feet along the said Southerly boundary of Main Street to a point; thence South 89°50'40" East 157.98(151.50) feet along the said Southerly boundary of Main Street to a point; thence

South 54°50'40" East 57.50 feet along the said Southerly boundary of Main Street to a point; thence South 1°57'20" West 192.00 feet to a point, said point being the Southeast corner of said Lot 14 in Block 9 of said McCarty's Second Addition; thence

North 88°02'40" West 230.08 feet to a point; thence South 2°53'20" West 136.32 feet to a point on the Northerly boundary of said Fairview Avenue; thence

North 88°13'50" West 113.20 feet along the said Northerly boundary of said Fairview Avenue to the Point Of Beginning.

Parcel II:

Lots 9 and 10 in Block 9 of McCarty's Second Addition, according to the plat thereof, filed in Book 2 of Plats at Page 85, Official Records.

Except Therefrom that portion of said Lot 10, more particularly described as follows:

Commencing at the Northwest corner of said Lot 10, said point being the True Point Of Beginning; thence

South 88°02'40" East 20.00 feet along the Northerly boundary of said Lot 10 to a point; thence South 46°57'20" West 28.28 feet to a point on the Westerly boundary of said Lot 10; thence North 1°57'20" East 20.00 feet along the said Westerly boundary of said Lot 10 to the Point Of Beginning.

Also Except a parcel of land for public right-of-way being a portion of Lots 9 and 10 of Block 9 of McCarty's Second Addition, a subdivision according to the plat thereof, filed in Book 2 of Plats at Page

85, lying in the Southeast quarter of Section 4, Township 3 North, Range 2 East, Boise Meridian, Ada County Idaho, and more particularly described as follows:

Beginning at a lead plug and tack marking the Northwest corner of Lot 2 of Block 40 of Fairview Addition, a subdivision, according to the official plat thereof, filed in Book 2 of Plats at Page 73, Official Records; thence

South 0°00'00" West 350.16 feet along the Westerly boundaries of said Lot 2 of Block 40 of Fairview Addition, Block 40-A Citizen's Right-Of-Way, a subdivision, according to the official plat thereof, filed in Book 7 of Plats at Page 341, and Block 41 of said Fairview Addition, which is also the Easterly right- of-way line 22nd Street, to a point marking the Southwest corner of the said Block 41 of Fairview Addition; thence

South 88°13'50" East 190.58 feet along the Southerly boundary of the said Block 41 of Fairview Addition, Block 40-A of Citizens Right-of-Way, the adjacent alley to the said Lot 10 of Block 9, McCarty's Second Addition, all of Lot 10 and a portion of Lot 9 of Block 9 of McCarty's Second Addition, which is also the Northerly right-of-way line of Fairview Avenue, to a point, also said point being the Real Point Of Beginning; thence continuing

South 88°13'50" East 30.0 feet along the said Southerly boundaries of Lots 10 and 9 of Block 9 of McCarty's Second Addition to a point; thence

North 1°57'20" East 99.95 feet along a line 25.00 feet Westerly of and parallel with the Easterly boundary of the said Lot 9 of Block 9 of McCarty's Second Addition to a iron pin; thence

North 46°57'20" East 28.28 feet to an iron pin on the Northerly boundary line of the said Lot 9 of Block 9 of McCarty's Second Addition; thence

North 88°02'40" West 50.00 feet along the said Northerly boundary of Lot 9 and the Northerly boundary of the said Lot 10 of Block 9 of McCarty's Second Addition to a iron pin; thence

South 1°57'20" West 120.05 feet along line 5.00 feet Westerly of and parallel with Easterly boundary of the said Lot 10 of Block 9 of McCarty's Second Addition to The Real Point Of Beginning.

Parcel III:

The East 150 feet of Lot 1 in Block 38 and all of Block 39 of Fairview Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 73 and the East 150 feet of Block 38-A of Citizen's Right-Of- Way, according to the plat thereof, filed in Book 7 of Plats at Page 341, Records of Ada County, Idaho.

Parcel IV:

Lots 15 and 16 of Block 9 of McCarty's Second Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Records of Ada County, Idaho and that portion of 18th Street, now vacated, described as follows:

Beginning at the Northeast corner of said Lot 16; thence West 100 feet; thence North 69.88 feet; thence

Southeast 119.28 feet; thence

South 4.86 feet to The Point Of Beginning. Parcel V:

A parcel of land being all of the alley lying Westerly of and adjacent with the Westerly boundary of Lot 10 of Block 9 and a portion of the 16.00 foot alley lying Northerly of and adjacent with said Lot 10 of Block 9 of McCarty's Second Addition, a subdivision according to the plat thereof, filed in Book 2 of Plats at Page 85, lying in the Southeast quarter of Section 4, Township 3 North, Range 2 East, Boise Meridian, Ada County Idaho, more particularly described as follows:

Beginning at a lead plug and tack marking the Northwest corner of Lot 2 of Block 40 of Fairview Addition, a subdivision, according to the official plat thereof, filed in Book 2 of Plats at Page 73, Official Records; thence

South 0°00'00" West 350.16 feet along the Westerly boundaries of said Lot 2 of Block 40 of Fairview Addition, Block 40-A Citizen's Right-Of-Way, a subdivision, according to the official plat thereof, filed in Book 7 of Plats at Page 341, and Block 41 of said Fairview Addition, which is also the Easterly right- of-way line 22nd Street, to a point marking the Southwest corner of the said Block 41 of Fairview Addition; thence

South 88°13'50" East 145.58 feet along the Southerly boundaries of said Block 41 of Fairview Addition and Block 40-A of Citizens Right-Of-Way and adjacent alley to said Lot 10 of Block 9 of McCarty's Second Addition which is also the Northerly right-of-way line of Fairview Avenue, to a point marking the Southwest corner of the said Lot 10 of Block 9 of McCarty's Second Addition, also said point being the Real Point Of Beginning; thence

North 1°57'20" East 100.20 feet along the Westerly boundary of the said Lot 10 of Block 9 of McCarty's Second Addition to an iron pin; thence

North 46°57'20" East 26.28 feet to an iron pin on the Northerly boundary of the said Lot 10 of Block 9 of McCarty's Second Addition; thence

South 88°02'40" East 25.00 feet along the said Northerly boundary of the said Lot 10 of Block 9 of McCarty's Second Addition to an iron pin; thence

North 1°57'20" East 16.0 feet along a line Westerly of and parallel with the Westerly boundary extended of the said Lot 9 in Block 9 of McCarty's Second Addition to an iron pin on the Northerly boundary of the said 16-foot alley; thence

North 88°02'40" West 75.16 feet along the said Northerly boundary of the said 16-foot alley to an iron pin on the Westerly boundary of the said McCarty's Second Addition; thence

South 2°53'20" West 136.32 feet along the said Westerly boundary of McCarty's Second Addition, which is also the Westerly boundary of the said adjacent alley to Lot 10 of Block 9 of McCarty's Second Addition, to a point marking the Southwest corner of the said adjacent alley to Lot 10 of Block 9 of McCarty's Second Addition; thence

South 88°13'50" East 32.38 feet along the said Southerly boundary of the adjacent alley to Lot 10 of Block 9 of McCarty's Second Addition to the Real Point Of Beginning.

Parcel VI:

Lots 7 and 8 in Block 9 of McCarty's Second Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Official Records of Ada County, Idaho.

Parcel B:

Lots 3, 4, 5, 6 and 17 in Block 9 of McCarty's Second Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Records of Ada County, Idaho, and Lot 18 and in Block 9, Except the hereinafter described:

A parcel of land being on the Westerly side of the center line of Boise One-Way Couplet, Project No. U- 3021 (21) Highway Survey, as shown on the plans thereof now on file in the office of the Department of Highways of the State of Idaho, and being a portion of Lot 18 in Block 9 of McCarty's Second Addition, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Official Records of Ada County, Idaho, described as follows:

Beginning at the Northeast corner of Lot 18 in Block 9 of said McCarty's Second Addition; thence Southerly along the Easterly boundary line of said Lot 18 a distance of 12.2 feet to a point that bears

North 87°54'04" West, 58.74 feet from Station 80456.72 of Boise, One Way Couplet Project No. U-3021

(21) Highway Survey; thence

Northwesterly along a 140.50 foot radius curve left 35.94 feet to a point that bears South 35°10'41" West

42.38 feet from Station 79462.58 of said Highway Survey; thence

Northerly 3.0 feet, more or less, to a point in the Northeasterly line of said Lot 18 that bears South 35°10'41" West 40.00 feet from Station 79460.90 of said Highway Survey; thence

Southeasterly along the Northeasterly line of said Lot 18 to the Place Of Beginning. And

All of Lot 19, Block 9 of McCarty's Second Addition, according to the plat thereof, filed in Book 2 of Plats at Page 85, Records of Ada County, Idaho.

Excepting Therefrom a parcel of land being on both sides of the centerline of Boise One-Way Couplet, Project No. U-3021 (21) Highway Survey as shown on the plans thereof now on file in the office of the Department of Highways of the State of Idaho and being a portion of Lot 19 in Block 9 of McCarty's Second Subdivision, according to the official plat thereof, filed in Book 2 of Plats at Page 85, Official Records of Ada County, Idaho, described as follows:

Beginning at the East corner of Lot 19 in Block 9 of said McCarty's Second Addition; thence

Westerly along the South boundary line of said Lot 19, a distance of 95.44 feet to the Southwest corner thereof; thence

North 62°17'36" East 23.12 feet to a point that bears North 87°54'04" West 38.67 feet from Station

80194.74 of Boise, One-Way Couplet, Project No. U-3021 (21) Highway Survey; thence Northwesterly along a 140.50 foot radius curve left 55.10 feet to a point in the Westerly line of said Lot 19 that bears North 87°54'04" West, 58.74 feet from Station 80+56.73 of said Highway Survey; thence Northerly along said Westerly line 12.7 feet, to the Northwesterly corner of said Lot 19; thence Southeasterly along the Northeasterly boundary line of said Lot 19 to the Real Point Of Beginning.

Parcels A and B are also described as follows pursuant to Survey dated May 13, 1994, and revised July 17, 1995, by Toothman-Orton Engineering Company as File No. 1-94025-SHTI-1:

Parcel 1:

The East 150 feet of Lot 1 in Block 38, and all of Block 39 of Fairview Addition according to the plat thereof, filed in the office of the Ada County Recorder in Book 2 of Plats at Page 73, and the East 150.00 feet of Block 38-A of Citizen's Right Of Way, according to the plat thereof, filed in Book 7 of Plats at 341, being more particularly described as follows:

Beginning at a 5/8 inch iron pin at the Northeasterly corner of said Block 39 being the point of intersection of the Southerly sideline of West Main Street and the Westerly sideline of North 22nd Street; thence

1.) S.00°00'00"E., 165.60 feet along the Westerly sideline of said 22nd Street to a 5/8 inch iron pin; thence

2.) N.89°00'42"W., 150.02 feet along the Southerly line of said Lot 1 Block 38 to a 5/8 inch iron pin; thence

3.) N.00°00'00"W., 162.98 feet along a line parallel with and 150.00 feet West of the Westerly sideline of 22nd Street to a 5/8 inch iron pin; thence

4.) N.89°59'20"E., 150.00 feet along the Southerly sideline of said West Main Street to the Point Of Beginning.

Parcel 2:

All of Lots 1 and 2 of Block 40 and all of Block 41 of Fairview Addition, according to the plat thereof in the office of the Ada County Recorder in Book 2 of Plats at Page 73; all of Block 40-A of Citizen's Right Of Way, according to the official plat thereof, filed in Book 7 of Plats at Page 341; portions of Lots 1 and 2 of Block 10 and a portion of Lot 10 and all of Lots 11, 12, 13, 14, 15 and 16 of Block 9 of McCarty's 2nd Addition, according to the plat thereof, filed in Book 2 of Plats at Page 85; and certain vacated portions of streets and alleys shown on said plat and included within the following more particularly described

Parcel 2: Beginning at the point of intersection of the Easterly sideline of North 22nd with the Northerly sideline of Fairview Avenue, said point being the Southwesterly corner of said Block 41 of the Fairview Addition; thence,

1.) N.00°00'00"W., 350.18 feet along the Easterly sideline of said North 22nd Street, being along the Westerly lines of said Block 41, Block 40-A of said Citizen's Right Of Way and Block 40 of said Fairview Addition to the point of intersection of said Easterly sideline of North 22nd Street with the Southerly sideline of West Main Street; thence,

2.) N.89°59'20"E., 157.98 feet along the Southerly sideline of West Main Street being along the Northerly line of Lots 1 and 2 of Block 40 of Fairview Addition and along the Northerly terminus of a vacated portion of 18th Street to a point in the Westerly line of Lot 2 Block 10 of McCarty's 2nd Addition; thence

3.) S.89°50'40"E., 151.50 feet along said sideline of West Main Street to a point in the Northeasterly line of Lot 1 of said Block 10; thence

4.) S.54°50'40"E., 185.34 feet along said sideline, being along the Northeasterly line of said Lot 1, and along the Easterly terminus of vacated 18th Street to a point in the Northerly line of Lot 17 of Block 9 of said McCarty's 2nd Addition; thence,

5.) N.88°02'40"W., 6.97 feet along the Northerly line of said Lot 17 to the Northwesterly corner thereof; thence,

6.) S.01°57'20"W., 122.00 feet along the Westerly line of said Lot 17 to the Southwesterly corner of said Lot 17 Block 9; thence,

7.) N.88°02'40"W., 255.00 feet along the Southerly lines of Lots 16, 15, 14, 13, 12 and 11 to a point; thence,

8.) S.01°57'20"W., 136.05 feet along the Easterly terminus of the vacated portion of a 16 foot wide alley and along a line parallel with and 5.00 feet Westerly of the Easterly line of Lot 10 Block 9 to a point in the Southerly line of said Lot 10, being the Northerly sideline of West Fairview Avenue; thence

9.) N.88°13'50"W., 190.48 feet along the Southerly lines of said Lot 10 Block 9, the vacated portion of 19th Street, Lot 40-A of Citizen's Right Of Way and Block 41 of the Fairview Addition, being along the Northerly sideline of West Fairview Avenue, to the Point Of Beginning.

Parcel 3:

All of Lots 7 and 8 and a portion of Lot 9, of Block 9, McCarty's 2nd Addition, according to the plat thereof filed in the office of the Ada County Recorder in Book 2 of Plats at Page 85, and being more particularly described as follows:

Commencing at the point of intersection of the Easterly sideline of North 22nd Street with the Northerly sideline of Fairview Avenue, said point being the Southwesterly corner of Block 41 of the Fairview Addition according to the official plat thereof filed in Book 2 of Plats at Page 73; thence

A.) S.88°13'50"E., 220.48 feet along the Southerly lines of said Block 41 Fairview Addition, Block 40-A of Citizen's Right of Way, the vacated portion of 19th Street and Lots 10 and 9 of Block 9 of said McCarty's 2nd Addition to a point 25 feet Easterly of the Westerly line of said Lot 9, being the Point Of Beginning; thence

1.) N.01°57'20"E., 99.95 feet along a line parallel with and 25.00 feet Easterly of the Westerly line of said Lot 9; thence,

2.) N.46°57'20"E., 28.28 feet to a point in the Northerly line of said Lot 9; thence,

3.) S.88°02'40"E., 105.00 feet along the Northerly lines of Lots 9, 8 and 7 to the Northeasterly corner of said Lot 7; thence

4.) S.01°57'20"W., 119.55 feet along the Easterly line of said Lot 7 to a point in the Northerly sideline of West Fairview Avenue; thence

5.) N.88°13'50"W., 125.00 feet along said sideline to the Point Of Beginning. Parcel 4:

All of Lot 17 and portions of Lots 18 and 19, Block 9, McCarty's 2nd Addition, according to the plat thereof filed in the office of the Ada County Recorder in Book 2 of Plats at Page 85, and being more particularly described as follows:

Commencing at the point of intersection of the Easterly sideline of North 22nd Street with the Northerly sideline of Fairview Avenue, said point being the Southwesterly corner of Block 41 of the Fairview Addition according to the official plat thereof filed in the office of the Ada County Recorder in Book 2 of Plats at Page 73; thence,

A.) S.88°13'50"E., 190.48 feet along the Southerly lines of said Block 41 Fairview Addition, Block 40-A of Citizen's Right of Way, the vacated portion of 19th Street, and Lot 10, Block 9 of said McCarty's 2nd Addition to a point 5.00 feet West of the Easterly line of said Lot 10; thence,

B.) N.01°57'20"E., 136.05 feet along a line parallel with any 5.00 feet Westerly of the Easterly line of said Lot 10 to a point in the Southerly line of Lt 11 Block 9; thence,

C.) S.88°02'40"E., 255.00 feet along the Southerly lines of Lots 11, 12, 13, 14, 15 and 16 to the Southwesterly corner of said Lot 17 and the Point Of Beginning; thence,

1.) N.01°57'20"E., 122.00 feet along the Westerly line of said Lot 17 to the Northwesterly corner of same; thence,

2.) S.88°02'40"E., 6.97 feet along the Northerly line of said Lot 17 to the point of intersection of same with the Southerly sideline of West Main Street; thence,

3.) S.54°50'40"E., 81.62 feet along said sideline of West Main Street to a point in the Westerly sideline of West Grove Street, also known as the Boise One Way Couplet, according to the plans of Project No. U- 3021 (21) on file with the Idaho Department of Transportation, District 3; thence,

4.) S.01°01'48"W., 2.88 feet (formerly 3.0 feet more or less) along said Westerly sideline of West Grove Street to a point on a non-tangent curve; thence

5.) Southeasterly along said sideline along a curve to the right having a radius of 140.50 feet, an arc length of 79.12 feet, a central angle of 32°16'38" a chord bearing S.32°44'09"E., and a chord distance of

78.07 feet, crossing through Lots 18 and 19 of said Block 9 to an angle point in said sideline; thence,

6.) S.64°33'28"W., 22.25 feet (formerly S.62°17'36"W., 23.12) along said sideline to the Southeasterly corner of said Lot 18 Block 9; thence,

7.) N.88°02'40"W., 100.00 feet along the Southerly lines of Lots 18 and 17 of Block 9 to the Point Of Beginning.

Parcel 5:

All of Lots 3, 4, 5 and 6 of Block 9, McCarty's 2nd Addition, according to the plat thereof filed in the office of the Ada County Recorder in Book 2 of Plats at Page 85, and being more particularly described as follows:

Commencing at the point of intersection of the Easterly sideline of North 22nd Street with the Northerly sideline of Fairview Avenue, said point being the Southwesterly corner of Block 41 of the Fairview Addition according to the official plat thereof filed in Book 2 of Plats at Page 73; thence,

A.) S.88°13'50"E., 345.48 feet along the Southerly lines of Block 41 Fairview Addition, Block 40-A of Citizen's Right of Way, the vacated portion of 19th Street and Lots 10, 9, 8 and 7 of Block 9 of said McCarty's 2nd Addition to the Southwesterly corner of Lot 6 Block 9 and the Point Of Beginning; thence,

1.) N.01°57'20"E., 119.55 feet along the Westerly line of said Lot 6 to the Northwesterly corner of said; thence,

2.) S.88°02'40"E., 200.00 feet along the Northerly lines of Lots 6, 5, 4 and 3 to the Northeasterly corner

of Lot 3 Block 9; thence,

3.) S.01°57'20"W., 118.90 feet along the Easterly line of said Lot 3 to a point in the Northerly sideline of West Fairview Avenue; thence,

4.) N.88°13'50"W., 200.00 feet along said sideline to the Point Of Beginning.

EXHIBIT A-3

Legal Description for Coos Bay Property

LEGAL DESCRIPTION: Real property in the County of Coos, State of Oregon, described as follows:

BEING A PORTION OF BLOCKS 35 AND 36, OF NASBURG'S ADDITION ALONG WITH A PORTION OF BLOCKS 36, 32, 63 AND 62 OF BENNETT'S ADDITION TO COOS BAY. INCLUDING THAT PORTION OF VACATED 4TH, 5TH AND 6TH STREET AND 7TH COURT.

MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF BLOCK 35, NASBURG'S ADDITION TO COOS BAY; THENCE NORTH 00º 00' 20" WEST A DISTANCE OF

171.17 FEET; THENCE NORTH 60º 30' 00" EAST A DISTANCE OF 591.96 FEET TO A POINT LOCATED ON THE WESTERLY LINE OF U.S. HIGHWAY 101; THENCE ALONG SAID WESTERLY LINE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 1949.86 FEET AND A CENTRAL ANGLE OF 1º 36' 18" A DISTANCE OF

54.62 FEET (WHOSE LONG CHORD BEARS SOUTH 40º 18' 48" EAST 54.62 FEET); THENCE ALONG A SPIRAL CURVE TO THE LEFT HAVING A CENTERLINE LENGTH OF 300.00 FEET AND AN S VALUE OF 4º 30' (WHOSE LONG CHORD BEARS SOUTH 42º 24' 10" EAST 303.05 FEET); THENCE SOUTH 43º 54' 35" EAST A DISTANCE OF 241.83 FEET TO THE BEGINNING OF A CURVE; THENCE ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 13.50 FEET AND A CENTRAL ANGLE OF 133º 54' 00" A DISTANCE OF 31.54 FEET (WHOSE LONG CHORD BEARS SOUTH 23º 02' 25" WEST 24.84 FEET); THENCE SOUTH 89º 59' 25" WEST A DISTANCE OF 471.94 FEET; THENCE NORTH 00º 04' 35" EAST A DISTANCE OF

99.97 FEET; THENCE SOUTH 89º 59' 25" WEST A DISTANCE OF 242.89 FEET, MORE OR LESS; THENCE SOUTH 00º 04' 35" WEST A DISTANCE OF 99.97 FEET; THENCE SOUTH 89º 59' 25" WEST A DISTANCE OF 197.97 FEET TO THE POINT OF BEGINNING.

SAVE AND EXCEPT THAT PORTION CONVEYED TO STATE OF OREGON, BY AND THROUGH ITS DEPARTMENT OF TRANSPORTATION BY INSTRUMENT RECORDED AUGUST 27, 2012 AS MICROFILM NO. 2012-7064, RECORDS OF COOS COUNTY, OREGON

EXHIBIT A-4

Legal Description for Eureka Property

A.P.N.: 002-102-009 and 002-102-003

Real property in the City of Eureka, County of Humboldt, State of California, described as follows:

PARCEL ONE:

BEGINNING AT THE SOUTHEAST CORNER OF THIRD AND "T" STREETS, AS SHOWN ON THE MAP OF THE EDDY TRACT ADDITION TO THE CITY OF EUREKA ON FILE IN THE RECORDER'S OFFICE OF HUMBOLDT COUNTY IN BOOK 1 OF MAPS, PAGE 56; AND RUNNING

THENCE SOUTH ALONG "T" STREET, 240 FEET TO FOURTH STREET; THENCE EAST ALONG FOURTH STREET, 541 FEET TO "V" STREET;

THENCE NORTH ALONG "V" STREET, 130 FEET TO A POINT THAT IS 110 FEET SOUTH, ALONG THE WEST LINE OF "V" STREET, FROM THE SOUTH LINE OF THIRD STREET;

THENCE WEST, PARALLEL WITH THIRD STREET, 65 FEET;

THENCE NORTH, PARALLEL WITH "V" STREET, 110 FEET TO THIRD STREET; AND THENCE WEST ALONG THIRD STREET, 476 FEET TO THE POINT OF BEGINNING.

PARCEL TWO:

THOSE PORTIONS OF LOTS 1 AND 2 IN BLOCK 33, AS SHOWN ON THE MAP OF EDDY TRACT ADDITION TO THE CITY OF EUREKA, ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY IN BOOK 1 OF MAPS, PAGE 56, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIRD AND "V" STREETS, AS SHOWN ON THE MAP OF EDDY TRACT ADDITION ABOVE REFERRED TO;

THENCE SOUTH ALONG "V" STREET, 110 FEET TO THE NORTHEAST CORNER OF THE PARCEL OF LAND DESCRIBED IN THE DEED FROM MARY BRANBANI TO TOD E. MCCLASKEY, RECORDED MAY 15, 1973 IN BOOK 1191 OF OFFICIAL RECORDS, PAGE 422, UNDER RECORDER'S FILE NO. 8768, HUMBOLDT COUNTY RECORDS;

THENCE WEST ALONG THE NORTH LINE OF SAID MCCLASKEY PARCEL, 65 FEET; THENCE NORTH PARALLEL WITH "V" STREET, 110 FEET TO THIRD STREET; AND THENCE EAST ALONG THIRD STREET, 65 FEET TO THE POINT OF BEGINNING.

EXHIBIT A-5

Legal Description for Olympia Property

LEGAL DESCRIPTION: Real property in the County of Thurston, State of Washington, described as follows:

BEING A PORTION OF LOTS 11 AND 12 AND LOTS 13, 13A AND 14 OF "EVERGREEN PARK", AS RECORDED IN VOLUME 16 OF PLATS, PAGES 61 AND 62, THURSTON COUNTY PLAT RECORDS, STATE OF WASHINGTON MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 14 AND THE INTERSECTION OF THE SOUTH AND EAST RIGHT-OF-WAY LINE OF S.W. 24TH WAY (60 FEET WIDE);

THENCE ALONG SAID SOUTH RIGHT-OF-WAY LINE, NORTH 89°55'51" WEST, A DISTANCE OF 60.00 FEET TO THE NORTHEAST CORNER OF SAID LOT 12; THENCE ALONG THE EAST LINE OF SAID LOT 12, SOUTH 00°04'09" WEST, A DISTANCE OF 136.50 FEET TO THE SOUTHEAST CORNER OF PARCEL A, AS RECORDED IN VOLUME 3, PAGES 398 THROUGH 403, THURSTON COUNTY DEED RECORDS, BOUNDARY LINE ADJUSTMENT NO. SS 5378;

THENCE ALONG THE EASTERLY LINE OF PARCEL B OF SAID BOUNDARY LINE ADJUSTMENT NO. SS 5378, SOUTH 14°19'09" WEST, A DISTANCE OF 148.06 FEET TO THE NORTH LINE OF LOT 13A OF SAID "EVERGREEN PARK";

THENCE ALONG THE NORTH LINE OF SAID LOT 13A, NORTH 89°55'51" WEST, A DISTANCE OF 400.98 FEET TO THE EAST RIGHT-OF-WAY LINE OF EVERGREEN PARK DRIVE (80 FEET WIDE) AND A POINT OF NON-TANGENT CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 2044.59 FEET;

THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 01°41'09" (CHORD BEARS SOUTH 04°18'52" WEST, A DISTANCE OF 60.17 FEET) AN ARC DISTANCE OF 60.17 FEET TO THE SOUTHWEST CORNER OF SAID LOT 13A; THENCE ALONG THE SOUTH LINE OF SAID LOT 13A, SOUTH 89°55'51" EAST, A DISTANCE OF 501.88 FEET TO THE NORTHEAST CORNER OF LOT 10 OF SAID "EVERGREEN PARK";

THENCE ALONG THE EAST LINE OF SAID LOT 10, SOUTH 00°04'09" WEST, A DISTANCE OF 310.55 FEET TO A POINT ON THE NORTHERLY RIGHT-OF-WAY LINE OF STATE HIGHWAY NO. 9 AND A POINT OF NON-TANGENT CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 1737.73 FEET;

THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 26°05'05" (CHORD BEARS SOUTH 55°28'49" EAST, A DISTANCE OF 784.31 FEET) AN ARC DISTANCE OF 791.13 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF DESCHUTES PARKWAY AND THE CUSP;

THENCE ALONG SAID WESTERLY RIGHT-OF-WAY LINE NORTH 35°05'09" WEST, A DISTANCE OF 5.58 FEET TO A POINT OF CURVATURE, CONCAVE EASTERLY, HAVING A RADIUS OF 600.96 FEET; THENCE ALONG SAID CURVE

THROUGH A CENTRAL ANGLE OF 60°52'29" (CHORD BEARS NORTH 04°38'55" WEST, A DISTANCE OF 608.90 FEET) AN ARC DISTANCE OF 638.50 FEET; THENCE CONTINUING ALONG SAID RIGHT-OF-WAY LINE NORTH 25°47'20" EAST, A DISTANCE OF 328.10 FEET TO A POINT OF TANGENT CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 449.46 FEET;

THENCE CONTINUING ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 21°15'10" (CHORD BEARS NORTH 15°09'45" EAST, A DISTANCE OF 165.76 FEET) AN ARC DISTANCE OF 166.72 FEET;THENCE NORTH 04°32'01" EAST, A DISTANCE OF 27.29 FEET TO THE NORTHEAST CORNER OF LOT 14 OF SAID "EVERGREEN PARK";

THENCE ALONG THE NORTH LINE OF SAID LOT 14, NORTH 89°55'51" WEST, A DISTANCE OF 211.85 FEET TO THE SOUTHEAST CORNER OF LOT 15, OF SAID "EVERGREEN PARK";

THENCE SOUTH 35°55'59" WEST, A DISTANCE OF 53.73 FEET;

THENCE NORTH 75°55'51" WEST, A DISTANCE OF 180.00 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 14;

THENCE ALONG SAID NORTH LINE, NORTH 89°55'51" WEST, A DISTANCE OF

363.18 FEET TO THE POINT OF BEGINNING.

Tax Parcel ID No. 4683-00-00900 and 4683-00-01400 and 9900-03-89000 and 4683-00-

01300

EXHIBIT A-6

Legal Description for Pasco Property

LEGAL DESCRIPTION: Real property in the County of Franklin, State of Washington, described as follows:

A PORTION OF GOVERNMENT LOT 2, SECTION 19, TOWNSHIP 9 NORTH, RANGE 30 EAST, W.M., FRANKLIN COUNTY, WASHINGTON, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE WEST QUARTER CORNER OF SAID SECTION 19; THENCE NORTH 2°03'58" EAST ALONG THE WEST LINE THEREOF A DISTANCE OF 895.65 FEET; THENCE LEAVING SAID WEST LINE SOUTH 87°56'02" EAST A DISTANCE OF 50.01 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 87°56'02" EAST A DISTANCE OF 660.21 FEET; THENCE SOUTH 36°01'47" EAST A DISTANCE OF 341.64 FEET; THENCE SOUTH 02°22'54" WEST A DISTANCE OF 223.59 FEET; THENCE SOUTH 89°02'43" WEST A DISTANCE OF

126.29 FEET; THENCE SOUTH 00°59'33" WEST A DISTANCE OF 275.76 FEET; THENCE SOUTH 81°56'49" EAST A DISTANCE OF 97.28 FEET; THENCE SOUTH 89°00'24" EAST A DISTANCE OF 222.61 FEET; THENCE NORTH 04°20'23" EAST A DISTANCE OF 26.67 FEET; THENCE SOUTH 86°39'24" EAST A DISTANCE OF 41.08 FEET TO THE WEST LINE OF EXCEPTION RECORDED UNDER AUDITOR'S FILE NO. 427870; THENCE SOUTH 00°59'36" WEST ALONG SAID WEST LINE A DISTANCE OF 34.94 FEET TO THE NORTH RIGHT OF WAY LINE OF W.S.R. NO. 395; THENCE NORTH 89°00'24" WEST ALONG SAID NORTH RIGHT OF WAY LINE A DISTANCE OF 265.83 FEET; THENCE NORTH 81°54'05" WEST A DISTANCE OF

420.00 FEET; THENCE NORTH 66°54'02" WEST A DISTANCE OF 445.00 FEET; THENCE NORTH 00°32'48" EAST A DISTANCE OF 456.28 FEET; THENCE NORTH 02°03'58" EAST A DISTANCE OF 135.00 FEET TO THE TRUE POINT OF BEGINNING.

(AKA LOT 1 OF BINDING SITE PLAN NO. 2003-04, RECORDED JUNE 12, 2003 IN VOLUME 1 OF SURVEYS, PAGE 70, UNDER AUDITOR'S FILE NO. 162608, RECORDS OF FRANKLIN COUNTY, WASHINGTON.)

EXHIBIT A-7

Legal Description for Port Angeles Property

LEGAL DESCRIPTION: Real property in the County of Clallam, State of Washington, described as follows:

PARCEL "A":

LOTS 1 TO 8, INCLUSIVE, BLOCK 2;

ALSO LOTS 1 TO 9 INCLUSIVE, BLOCK 3, TOGETHER WITH THAT PORTION OF RAILROAD AVENUE ABUTTING THEREON AS VACATED BY THE CITY OF PORT ANGELES IN THE YEAR 1914 BY ORDINANCE NO. 472,

EXCEPT RIGHT OF WAY FOR RAILROAD AVENUE AS EXISTED IN JANUARY, 1968; ALSO THE NORTHERLY 96 FEET OF LOT 9, BLOCK 2;

ALSO THE NORTHERLY 60 FEET OF THE SOUTHERLY 204 FEET OF LOT 9, BLOCK 2; ALL IN PORT ANGELES TIDELANDS EAST OF LAUREL STREET, CLALLAM COUNTY, WASHINGTON, ACCORDING TO THE OFFICIAL PLAT THEREOF RECORDED IN THE OFFICE OF THE COMMISSIONER OF PUBLIC LANDS AT OLYMPIA, WASHINGTON ON MARCH 9, 1894.

SITUATE IN THE COUNTY OF CLALLAM, STATE OF WASHINGTON. PARCEL "B":

THAT PORTION OF VACATED CHASE STREET IN THE CITY OF PORT ANGELES LYING BETWEEN THE NORTH LINE OF FRONT STREET AND THE SOUTH LINE OF RAILROAD AVENUE, AS IT EXISTED IN DECEMBER, 1967.

SITUATE IN THE COUNTY OF CLALLAM, STATE OF WASHINGTON.

Tax Parcel ID No. 06300500100

EXHIBIT A-8

Legal Description for Post Falls Property

LEGAL DESCRIPTION: Real property in the County of Kootenai, State of Idaho, described as follows:

Parcel 1:

Tracts 1 and 2 of the Heirs of Margaret Post Estates, in Government Lot 8, Section 3, Township 50 North, Range 5, W.B.M., Kootenai County, State of Idaho, according to the plat recorded in Book "C" of Plats, Page 111.

Together With that portion of vacated 1st Street, recorded by Ordinance 483, which attaches by operation of law.

Parcel 2:

Easement rights as set out in Grant of Sewer Easement, recorded April 23, 1993 as Instrument No. 1301726 and Amendment recorded October 23, 1995 as Instrument No. 1419204.

and Easement rights as set out in Sewer Agreement, recorded September 19, 1988 as Instrument No. 1129187.

EXHIBIT A-9

Legal Description for Redding Property

A.P.N.: 107-170-046-000 and 107-170-046-000

Real property in the City of Redding, County of Shasta, State of California, described as follows:

ALL THAT PORTION OF THE SOUTHEAST ONE-QUARTER OF SECTION 31, TOWNSHIP 32, NORTH, RANGE 4 WEST, M.D.M., ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED; AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF THE PARCEL DESCRIBED IN THE DEED TO THE TITLE INSURANCE AND TRUST COMPANY RECORDED SEPTEMBER 13, 1968 IN BOOK 966, PAGE 445, OFFICIAL RECORDS; THENCE ALONG THE WESTERLY LINE OF THE PARCEL DESCRIBED IN THE DEED TO THE CITY OF REDDING RECORDED SEPTEMBER 18, 1967 IN BOOK 929, PAGE 193, OFFICIAL RECORDS, SOUTHERLY 650 FEET, MORE OR LESS TO THE NORTHERLY LINE OF THE PARCEL DESCRIBED IN THE DEED TO RICHARD MARK CORDI, ET AL., RECORDED JUNE 14, 1971 IN BOOK 1071, PAGE 465, OFFICIAL RECORDS; THENCE, NORTH 89 DEGREES 43' WEST, 500 FEET, MORE OR LESS, TO THE EASTERLY LINE OF PARCEL 1 AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA RECORDED JANUARY 18, 1961 IN BOOK 655, PAGE 316, OFFICIAL RECORDS; THENCE ALONG SAID EASTERLY LINE, NORTH 655 FEET, MORE OR LESS, TO A POINT WHICH BEARS, SOUTH 88 DEGREES 01' 18" WEST, FROM THE TRUE POINT OF BEGINNING, SAID POINT BEING THE SOUTHWEST CORNER OF THE PARCEL DESCRIBED IN THE DEED TO LEVITT AND SONS OF CALIFORNIA, INC., RECORDED JUNE 30, 1971 IN BOOK 1073, PAGE 529, OFFICIAL RECORDS; THENCE, NORTH 88 DEGREES 01' 18" EAST, 400 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING.

EXHIBIT A-10

Legal Description for Richland Property

LEGAL DESCRIPTION: Real property in the County of Benton, State of Washington, described as follows:

LOTS 5 AND 6, BLOCK 630, PLAT OF RICHLAND, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUMES 6 AND 7 OF PLATS, RECORDS OF BENTON COUNTY, WASHINGTON, TOGETHER WITH THAT PORTION OF VACATED KNIGHT STREET, VACATED BY THE CITY OF RICHLAND, A MUNICIPAL CORPORATION BY ORDINANCE NO. 61.76, RECORDED AUGUST 1976 UNDER AUDITOR'S FILE NO. 709789, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF LOT 5, BLOCK 630, PLAT OF RICHLAND; THENCE NORTH 89°12'07" EAST A DISTANCE OF 2.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0°49'50" WEST A DISTANCE OF

45.00 FEET; THENCE NORTH 89°12'07" EAST A DISTANCE OF 163.00 FEET; THENCE SOUTH 0°49'50" EAST A DISTANCE OF 45.00 FEET; THENCE SOUTH 89°12'07" WEST A DISTANCE OF 163.00 TO THE TRUE POINT OF BEGINNING; AND TOGETHER WITH AN ALLEY OVER AND ACROSS LOT 5, BLOCK 630, PLAT OF RICHLAND, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 5, THE TRUE POINT OF BEGINNING; THENCE SOUTH 00°49'50" EAST, A DISTANCE OF 100.01 FEET; THENCE SOUTH 89°12'24" WEST, A DISTANCE OF 25.00 FEET; THENCE NORTH 00°49'50" WEST A DISTANCE OF 100.01 FEET; THENCE NORTH 89°12'07" EAST, A DISTANCE OF 25.00 FEET TO THE TRUE POINT OF BEGINNING.

BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHWEST CORNER OF THAT CERTAIN LOT 6, BLOCK 630, AS SHOWN ON THE PLAT OF RICHLAND RECORDED IN VOLUMES 6 AND 7 OF PLATS IN BENTON COUNTY, WASHINGTON; THENCE FROM THE POINT OF BEGINNING ALONG THE NORTHERLY, EASTERLY, SOUTHERLY AND WESTERLY LINES OF LOTS 6 AND 5, AND A PORTION OF VACATED KNIGHT STREET THE FOLLOWING COURSES AND DISTANCES:

NORTH 89°12'54" EAST 319.83 FEET; SOUTH 02°13'05" EAST 268.80 FEET; SOUTH

00°31'38" EAST 501.90 FEET; SOUTH 34°40'08" WEST 43.13 FEET; SOUTH 63°22'42"

WEST 150.64 FEET; NORTH 00°49'50" WEST 112.81 FEET; SOUTH 89°12'24" WEST

165.00 FEET; NORTH 00°49'50" WEST 100.00 FEET; NORTH 89°12'07" EAST 2.00 FEET; AND NORTH 00°49'50" WEST 658.61 FEET TO THE SAID POINT OF BEGINNING.

Tax Parcel ID No. 1-1198-402-0630-005 and 1-1198-402-0630-006

EXHIBIT A-11

Legal Description for Salt Lake Property

LEGAL DESCRIPTION: Real property in the County of Salt Lake, State of Utah, described as follows:

PARCEL 1:

BEGINNING AT THE SOUTHWEST CORNER OF LOT 4, BLOCK 23, PLAT "A", SALT LAKE CITY SURVEY AND RUNNING THENCE NORTH 00°01'07" WEST, A DISTANCE OF 214.959 FEET ALONG THE WEST LINE OF BLOCK 23; THENCE NORTH 89°57'31" EAST, A DISTANCE OF 115.537 FEET; THENCE NORTH 00°01'07" WEST, A DISTANCE OF 115.040 FEET TO THE NORTH LINE OF BLOCK 23; THENCE NORTH 89°57'31" EAST, A DISTANCE OF 400.416 FEET ALONG THE NORTH LINE OF BLOCK 23; THENCE SOUTH 00°01'08" EAST, A DISTANCE OF 113.789 FEET; THENCE SOUTH 66°56'14" WEST, A DISTANCE OF 21.743 FEET; THENCE SOUTH 00°01'08" EAST, A DISTANCE OF 42.765 FEET; THENCE SOUTH 89°57'31" WEST 1.005

FEET; THENCE SOUTH 00°01'13" EAST 82.529 FEET; THENCE NORTH 89°57'31" EAST 165.059 FEET; THENCE SOUTH 00°01'07" EAST 140.241 FEET ALONG THE EAST LINE OF BLOCK 23; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 165.054 FEET; THENCE SOUTH 00°01'08" EAST, A DISTANCE OF 41.264 FEET; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF

165.035 FEET TO THE WEST LINE OF LOT 8, BLOCK 23; THENCE NORTH 00°01'09" WEST, A DISTANCE OF 99.036 FEET TO THE NORTHWEST CORNER OF LOT 8; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 329.913 FEET ALONG THE SOUTH LINE OF LOT 4 TO THE POINT OF BEGINNING.

PARCEL 2:

A RIGHT OF WAY APPURTENANT TO PARCEL 1 AS DISCLOSED BY QUIT CLAIM DEED RECORDED JUNE 27, 2008 AS ENTRY NO. 8707718 IN BOOK 8827 AT PAGE 4285 OF TH OFFICIAL RECORDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT 6 RODS SOUTH FROM THE NORTHEAST CORNER OF LOT 8, BLOCK 23, PLAT "A", SALT LAKE CITY SURVEY, AND RUNNING THENCE WEST 20 RODS; THENCE SOUTH 1 ROD; THENCE EAST 20 RODS; THENCE NORTH 1 ROD TO THE PLACE OF BEGINNING.

PARCEL 3:

BEGINNING AT THE SOUTHWEST CORNER OF LOT 1, BLOCK 23 PLAT "A", SALT LAKE CITY SURVEY AND RUNNING THENCE NORTH 00°01'09" WEST, A DISTANCE OF 214.574 FEET ALONG THE WEST LINE OF LOT 1 AND LOT 8; THENCE NORTH 89°57'31" EAST, A DISTANCE OF 164.939 FEET; THENCE SOUTH 00°01'09" EAST, A DISTANCE OF 49.517 FEET; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 41.265 FEET; THENCE SOUTH 00°01'09" EAST, A DISTANCE OF 165.057 FEET TO THE SOUTH LINE OF LOT 1; THENCE SOUTH 89°57'31" WEST, A DISTANCE OF 123.674 FEET ALONG THE SOUTH LINE OF LOT 1 TO THE POINT OF BEGINNING.

PARCEL 4:

BEGINNING AT A POINT WHICH IS NORTH 00°01'07" WEST 1.501 FEET FROM THE NORTHEAST CORNER OF LOT 7, BLOCK 23, PLAT "A", SALT LAKE CITY SURVEY, RUNNING THENCE SOUTH 89°57'31" WEST 132.048 FEET; THENCE NORTH 00°01'08" WEST 64.465 FEET; THENCE NORTH 89°57'31" EAST 132.045 FEET TO THE EAST LINE OF BLOCK 23; THENCE ALONG SAID LINE SOUTH 00°01'07" EAST 64.465 FEET TO THE POINT OF BEGINNING.

PARCEL 5:

A NON EXCLUSIVE RIGHT OF WAY APPURTENANT TO PARCEL 4 AS DISCLOSED BY QUIT CLAIM DEED RECORDED JUNE 27, 2008 AS ENTRY NO. 8707718 IN BOOK 8827 AT PAGE 4285 OF TH OFFICIAL RECORDS BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS

BEGINNING AT A POINT 132 FEET WEST FROM THE NORTHEAST CORNER OF LOT 6, BLOCK 23, PLAT "A", SALT LAKE CITY SURVEY, AND RUNNING THENCE SOUTH 165 FEET; THENCE WEST 32 FEET; THENCE NORTH 42.75 FEET; THENCE IN A NORTHEASTERLY DIRECTION 21.75 FEET TO A POINT 144 FEET WEST AND 113.75 FEET SOUTH OF THE NORTHEAST CORNER OF SAID BLOCK 23; THENCE NORTH 113.75 FEET TO THE NORTH LINE OF SAID BLOCK 23; THENCE EAST 12 FEET TO THE POINT OF BEGINNING.

EXHIBIT A-12

Legal Description for Spokane Property

LEGAL DESCRIPTION: Real property in the County of Spokane, State of Washington, described as follows:

PARCEL A:

A PARCEL OF LAND SITUATED IN THE EAST HALF OF SECTION 18, TOWNSHIP 25 NORTH, RANGE 43 EAST, W.M., IN THE CITY OF SPOKANE, SPOKANE COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 18;

THENCE ALONG THE EAST LINE OF SAID SECTION, SOUTH 00º11'49" WEST, A DISTANCE OF 459.90 FEET, MORE OR LESS, TO THE NORTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED BY PERCY B. THOMPSON TO THE SPOKANE INTERNATIONAL RAILWAY COMPANY BY QUIT CLAIM DEED DATED DECEMBER 12, 1905, RECORDED DECEMBER 14, 1905, IN VOLUME 164, PAGE 587, RECORDS OF DEEDS OF SAID COUNTY;

THENCE ALONG THE NORTHERLY LINE OF SAID DEEDED PARCEL, NORTH 89º39'21" WEST

194.31 FEET;

THENCE NORTH 89º18'30" WEST 330.69 FEET; THENCE NORTH 78º46'00" WEST 183.02 FEET; THENCE NORTH 74º06'30" WEST 145.65 FEET; THENCE SOUTH 84º00'30" WEST 68.13 FEET;

THENCE NORTH 73º51'00" WEST 42.67 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION;

THENCE CONTINUING ALONG SAID NORTHERLY LINE, NORTH 73º51'00" WEST 252.68 FEET;

THENCE NORTH 80º51'15" WEST 149.99 FEET; THENCE NORTH 78º32'15" WEST 110.96 FEET;

THENCE NORTH 79º10'30" WEST 114.06 FEET, MORE OR LESS, TO THE EASTERLY RIGHT OF WAY LINE OF WASHINGTON STREET;

THENCE NORTH 16º23'00" EAST ALONG SAID EASTERLY LINE, 25.28 FEET;

THENCE NORTH 02º19'00" EAST ALONG SAID EASTERLY LINE, 400.43 FEET TO A POINT WHICH IS 178.33 FEET NORTHERLY OF THE EAST-WEST CENTERLINE OF SECTION 18; THENCE SOUTH 89º34'53" EAST 770.00 FEET;

THENCE SOUTH 00º25'07" WEST 340.25 FEET TO THE SOUTHERLY LINE OF NORTH RIVER DRIVE AS CONVEYED TO THE CITY OF SPOKANE BY THAT CERTAIN DEED RECORDED IN VOLUME 627 OF DEEDS AT PAGE 647, SPOKANE COUNTY RECORDS;

THENCE ALONG THE SOUTHERLY LINE OF NORTH RIVER DRIVE, NORTHWESTERLY ALONG A CURVE TO THE RIGHT, FROM A POINT WITH A RADIAL BEARING OF SOUTH 09º52'36" WEST, HAVING A RADIUS OF 490.00 FEET, THROUGH A CENTRAL ANGLE OF

14º26'42", AN ARC LENGTH OF 123.53 FEET TO A POINT WITH A RADIAL BEARING OF SOUTH 24º19'18" WEST;

THENCE LEAVING SAID SOUTHERLY LINE, SOUTH 13º41'40" WEST 259.69 FEET TO THE SAID TRUE POINT OF BEGINNING OF THIS DESCRIPTION,

EXCEPT ALL THAT PORTION LYING WITHIN THE BOUNDS OF NORTH RIVER DRIVE AND

WASHINGTON STREET AS CONVEYED TO THE CITY OF SPOKANE BY THAT CERTAIN DEED RECORDED UNDER AUDITOR'S FILE NO. 8303040033, IN VOLUME 627 OF DEEDS AT PAGE 647, AND BY THAT CERTAIN DEED RECORDED UNDER AUDITOR'S FILE NO. 5040407, SPOKANE COUNTY RECORDS, AS DISCLOSED BY CERTIFICATE OF APPROVAL OF BOUNDARY LINE ADJUSTMENT RECORDED JULY 16, 2001 UNDER RECORDING NO.

4609148. PARCEL A1:

RECIPROCAL RIGHTS FOR INGRESS, EGRESS, PARKING AND WALKWAYS AS GRANTED IN PARKING AGREEMENT RECORDED APRIL 13, 2001 UNDER SPOKANE COUNTY RECORDING NO. 4575852 OVER THE FOLLOWING DESCRIBED PARCELS:

PARCEL F OF SHORT PLAT NO. CITY 89-07, ACCORDING TO PLAT RECORDED IN VOLUME 7 OF SHORT PLATS, PAGES 91 AND 92, UNDER RECORDING NO. 9108130271, TOGETHER WITH THE WEST 148 FEET OF PARCEL D OF THE NORTHBANK DEVELOPMENT (#CITY 91-

07) ACCORDING TO SHORT PLAT RECORDED IN VOLUME 8 OF SHORT PLATS, PAGES 22 AND 23, IN THE CITY OF SPOKANE, SPOKANE COUNTY, WASHINGTON.

PARCEL A2:

AN EASEMENT FOR INGRESS, EGRESS, PARKING AND WALKWAYS AS CREATED BY PARKING AGREEMENT AND RESTRICTIVE COVENANT RECORDED JULY 25, 2001, UNDER SPOKANE COUNTY RECORDING NO. 4613090 AND 4613091 OVER THE FOLLOWING DESCRIBED PROPERTY:

A PARCEL OF LAND IN THE EAST HALF OF SECTION 18, TOWNSHIP 25 NORTH, RANGE 43 EAST, W.M., SPOKANE COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 18;

THENCE ALONG THE EAST LINE OF SAID SECTION, SOUTH 00°11'49" WEST, A DISTANCE OF 459.90 FEET, MORE OR LESS, TO THE NORTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED BY PERCY B. THOMPSON TO THE SPOKANE INTERNATIONAL RAILWAY COMPANY BY QUIT CLAIM DEED DATED DECEMBER 12, 1905, RECORDED DECEMBER 14, 1905, IN VOLUME 164 OF DEEDS AT PAGE 587;

THENCE ALONG THE NORTHERLY LINE OF SAID DEEDED PARCEL, NORTH 89°39'21" WEST

194.31 FEET;

THENCE NORTH 89°18'30" WEST 330.69 FEET;

THENCE NORTH 78°46'00" WEST 183.02 FEET;

THENCE NORTH 74°06'30" WEST 29.00 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE CONTINUING NORTH 74°06'30" WEST 116.65 FEET;

THENCE SOUTH 84°00'30" WEST 68.13 FEET;

THENCE NORTH 73°51'00" WEST 42.67 FEET;

THENCE LEAVING SAID NORTHERLY LINE, NORTH 13°41'40" EAST 259.69 FEET TO THE SOUTHERLY LINE OF NORTH RIVER DRIVE, AS ESTABLISHED BY THAT CERTAIN DEED TO THE CITY OF SPOKANE RECORDED IN VOLUME 627 AT PAGE 647, SPOKANE COUNTY RECORDS;

THENCE ALONG SAID SOUTHERLY LINE, SOUTHEASTERLY ALONG A CURVE TO THE LEFT, FROM A POINT WITH A RADIAL BEARING OF SOUTH 24°19'18" WEST, HAVING A RADIUS OF 490.00 FEET, THROUGH A CENTRAL ANGLE OF 14°26'42", AN ARC LENGTH OF

123.53 FEET;

THENCE LEAVING SAID SOUTHERLY LINE SOUTH 00°25'07" WEST 9.75 FEET; THENCE SOUTH 89°34'53" EAST, 43.54 FEET TO A POINT LYING NORTH 00°25'07" EAST FROM THE TRUE POINT OF BEGINNING;

THENCE SOUTH 00°25'07" WEST 242.72 FEET TO THE SAID TRUE POINT OF BEGINNING. PARCEL B:

A PARCEL OF LAND SITUATED IN THE EAST HALF OF SECTION 18, TOWNSHIP 25 NORTH, RANGE 43 EAST, W.M., SPOKANE COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 18;

THENCE ALONG THE EAST LINE OF SAID SECTION, SOUTH 00°11'49" WEST, A DISTANCE OF 459.90 FEET, MORE OR LESS, TO THE NORTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED BY PERCY B. THOMPSON TO THE SPOKANE INTERNATIONAL RAILWAY COMPANY BY QUIT CLAIM DEED DATED DECEMBER 12, 1905, RECORDED DECEMBER 14, 1905, IN VOLUME 164 OF DEEDS AT PAGE 587;

THENCE ALONG THE NORTHERLY LINE OF SAID DEEDED PARCEL, NORTH 89°39'21" WEST

194.31 FEET;

THENCE NORTH 89°18'30" WEST 330.69 FEET;

THENCE NORTH 78°46'00" WEST 183.02 FEET;

THENCE NORTH 74°06'30" WEST 29.00 FEET TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION;

THENCE CONTINUING NORTH 74°06'30" WEST 116.65 FEET; THENCE SOUTH 84°00'30" WEST 68.13 FEET;

THENCE NORTH 73°51'00" WEST 42.67 FEET;

THENCE LEAVING SAID NORTHERLY LINE, NORTH 13°41'40" EAST 259.69 FEET TO THE SOUTHERLY LINE OF NORTH RIVER DRIVE, AS ESTABLISHED BY THAT CERTAIN DEED TO THE CITY OF SPOKANE RECORDED IN VOLUME 627 AT PAGE 647, SPOKANE COUNTY RECORDS;

THENCE ALONG SAID SOUTHERLY LINE, SOUTHEASTERLY ALONG A CURVE TO THE LEFT, FROM A POINT WITH A RADIAL BEARING OF SOUTH 24°19'18" WEST, HAVING A RADIUS OF 490.00 FEET, THROUGH A CENTRAL ANGLE OF 14°26'42", AN ARC LENGTH OF

123.53 FEET;

THENCE LEAVING SAID SOUTHERLY LINE SOUTH 00°25'07" WEST 9.75 FEET; THENCE SOUTH 89°34'53" EAST, 43.54 FEET TO A POINT LYING NORTH 00°25'07" EAST FROM THE TRUE POINT OF BEGINNING;

THENCE SOUTH 00°25'07" WEST 242.72 FEET TO THE SAID TRUE POINT OF BEGINNING, AS DISCLOSED BY CERTIFICATE OF APPROVAL OF BOUNDARY LINE ADJUSTMENT RECORDED JULY 16, 2001 UNDER RECORDING NO. 4609148.

PARCEL C:

AN EASEMENT FOR A RESTAURANT IN THE AIRSPACE OVER PUBLIC PROPERTY AS ESTABLISHED BY EASEMENT AND AGREEMENT RECORDED MAY 4, 1984 UNDER SPOKANE COUNTY RECORDING NO. 8405040161.

Tax Parcel ID No. 35184.0025 and 35184-0025 and 35185.0024 and 35184.0025

EXHIBIT B

Draw Procedures

Disbursements from any of the [PIP Reserve] [FF&E Reserve] shall be used to pay for the purposes provided for each such Reserve as described in Section 3.2 of the Loan Agreement, as applicable. Advances from any such Reserve shall be further subject to the following terms and conditions:

(a)Following receipt and approval of a draw request substantially in the form attached hereto as Annex I to Exhibit B (each a “Disbursement Request”), Agent shall make advances from the specified Reserve within ten (10) Business Days after receipt of all of the foregoing documentation from or on behalf of Borrowers, further subject to the following:

(1)No advances will be made for deposits, retainers or Stored Materials, other than (a) advances made from the First PIP Bucket, (b) such items as approved by Agent in the PIP Backup pursuant to Section 3.2(a), and (c) items constituting Stored Material (which comply with conditions and covenants set forth in Section 3.2(a)(vii)) as of the date of the Disbursement Request, which items were approved by Agent in the PIP Backup but were not identified in the PIP Backup as items constituting Stored Materials.

(2)If reasonably requested by Agent in relation to any new construction, a notice of commencement shall be filed prior to commencement of applicable work to be performed, if any, in form approved by Agent and as required by applicable law.

(b)Agent shall disburse any advance from any Reserve directly to Borrowers or their designee to pay any specific invoice. Borrowers hereby irrevocably direct and authorize Agent to so advance such amounts from the applicable Reserve. Agent may, at Borrowers’ expense, conduct an audit, inspection, or review of the Property to confirm the amount of the requested improvements advance.

(c)Borrowers shall not use any portion of any advance from any Reserve for payment of any other cost except as specifically set forth in a Disbursement Request approved by Agent.

(d)If so required by Agent in its Permitted Discretion, Borrowers shall have furnished to Agent evidence that all required inspections by governmental authorities, if any, have been satisfactorily completed as and when required by applicable law.

(e)If so required by Agent in its Permitted Discretion, Agent shall have received a report of Agent’s Construction Consultant, which report shall confirm that the Disbursement Request is accurate and complete, and that the work covered by or goods and services to be received under the applicable request for advance has been performed and the applicable materials, goods, as applicable, have been or will be furnished.

(f)Agent reserves the right to require, in its Permitted Discretion, a date down endorsement in form acceptable to Agent, in its Permitted Discretion, for the Title Policy in relation to the Property as a condition to any or all advances from any Reserve.

(g)Such other documents or items as Agent or its counsel may require in their reasonable discretion.

(h) No Default or Event of Default shall have occurred and be continuing.

(i)Unless otherwise disclosed to Agent, the representations and warranties contained in the Loan Documents are true and correct in all material respects as if remade on the date of the advance and on the date that the advance is requested and all representations and warranties of Borrowers contained in the Loan Documents shall be deemed to be remade on the date of any subsequent advances or release.

(j)Borrowers shall have paid Agent’s costs and expenses in connection with such advance (including title charges, and costs and expenses of Agent’s Construction Consultant and attorneys, as applicable), if any, to the extent set forth in the Loan Agreement.

(k)No condemnation or adverse, as determined by Agent, zoning or usage change proceeding shall have occurred or shall have been threatened against the subject Property, the subject Property shall not have suffered any significant damage by fire or other casualty which has not been repaired or is not being restored in accordance with the Loan Agreement; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any Governmental Authority, which is reasonably like to have, in Agent’s reasonable judgment, a Material Adverse Change.

(l)Borrowers have received no notice and has no knowledge of any litigation, proceedings (including a Bankruptcy Proceeding), Liens or claims of Lien, either filed or threatened against Borrowers or any Property, except the Liens of Agent for the benefit of the Lenders, Permitted Exceptions and Liens that remain unsatisfied or un-bonded for a period of less than twenty (20) days after the date of filing or service.

Annex 1 to Exhibit B

Disbursement Request

Pacific Western Bank

5404 Wisconsin Ave, 2nd Floor Chevy Chase, Maryland 20815 Attn: Credit Administration

PROPERTY NAME:

BORROWERS:(collectively, the “Borrowers”)

DRAW NO:

Reference is hereby made to that certain Loan Agreement, dated as of January 15, 2015 (as may be amended, restated, supplemented, or otherwise modified from time to time, the “LoanAgreement”), executed by and among Borrowers, the Lenders party thereto from time to time, and Pacific Western Bank, as agent (in such capacity, together with its successors and assigns, “Agent”). Capitalized words and phrases used herein without definition shall have the respective meanings ascribed to such words and phrases in the Loan Agreement.

1.Pursuant to the Loan Agreement, Borrowers hereby request a disbursement from the [PIP Reserve] [FF&E Reserve] in the amount of $[].

2.Borrowers acknowledge that the approval of this disbursement from the [PIP Reserve] [FF&E Reserve] by Agent is subject to all of the terms and conditions precedent for the disbursement of amounts in such Reserve as set forth in Section 3.2 of the Loan Agreement and Exhibit B to the Loan Agreement, as applicable, which may include, without limitation, inspection of the Property, verification of the matters set forth in this Disbursement Request, and the availability of funds in such Reserve.

3.The Borrowers agree to provide a Vendor Payee List (Sworn Owner’s Statement) showing the name and the amount currently due each party to whom any Borrower is obligated for labor, material, and/or services supplied in relation to the disbursement requested in this Disbursement Request.

4. The Borrowers hereby represent, warrant and covenant with Agent as follows:

(a) all conditions precedent to the disbursement from the [PIP Reserve] [FF&E Reserve] requested hereunder have been satisfied, including, without limitation, performance of all of the Obligations of Borrowers under the Loan Agreement and the other Loan Documents required to have been performed as of the date hereof;

(b) except as otherwise identified to Agent in writing, all representations and warranties made by Borrowers to Agent in the Loan Agreement and otherwise in connection with the Loan continue to be accurate;

(c) no Default or Event of Default exists under the Loan Agreement;

(d) Borrowers have not received notice and have no knowledge of any litigation, proceedings (including proceedings under Title 11 of the United States Code), Liens or claims of Lien, either filed or threatened against any Borrower or any Property, except the Liens of Agent and those which have heretofore been specifically identified in writing to Agent;

(e) the requested disbursement from the [PIP Reserve] [FF&E Reserve] will be used to pay or reimburse Borrowers for expenditures described in the applicable subsection of Section 3.2 of the Loan Agreement or otherwise approved in writing by Agent;

(t) all disbursements from any Reserve previously advanced or disbursed by Agent to Borrowers for labor, materials, and/or services furnished prior to this Disbursement Request have been paid to the parties entitled to such payment and have been used substantially for the purpose for which they were requested;

(g) the total amount of the requested disbursement pursuant to this Disbursement Request represents the actual amount payable to those third parties who have performed work on the Property, and all of such disbursement requested hereby will be used as payment for work or materials on the Property described on the attached documentation and for no other reason; and

(h) Borrowers have attached hereto all lien waivers and documents necessary, if any, to evidence that the materials, work and/or expenditures to be funded by the requested disbursement have been installed, completed and are paid for, or will be paid for, upon such disbursement to Borrowers or their designee; and

(i) Borrowers shall provide Agent with any additional documentation and/or other evidence as Agent shall request, in its Permitted Discretion, to establish that the expenditures to be funded by the requested disbursement have been contracted for, ordered, installed, completed, as applicable, and are paid for or will be paid upon such disbursement to Borrowers or their designee.

The amount of change orders in dispute between Borrowers and the third party completing the work to be reimbursed and/or funded by the disbursement requested hereby is

$[].

Borrowers hereby agree and acknowledge that this affidavit is made for the purpose of inducing Agent to make a disbursement from the [PIP Reserve] [FF&E Reserve] to Borrowers, and Agent and Lenders are relying upon the accuracy of such matters in making such disbursement, and Borrowers certify that the statements made herein and in any documents submitted herewith are true and correct.

Borrowers request that this draw be funded and that the funds be deposited to the following account numberat.

IN WITNESS WHEREOF, the Borrowers have executed this Disbursement Request as of

, 20

BORROWERS:

RL VENTURE HOLDING LLC,

a Delaware limited liability company

By: Name: Title:

RL BEND, LLC,

a Delaware limited liability company

By: Name: Title:

RL BOISE, LLC,

a Delaware limited liability company

By: Name: Title:

RL COOS BAY, LLC,

a Delaware limited liability company

By: Name: Title:

RL EUREKA, LLC,

a Delaware limited liability company

By: Name: Title:

RL OLYMPIA, LLC,

a Delaware limited liability company

By: Name: Title:

RL PASCO, LLC,

a Delaware limited liability company

By: Name: Title:

RL PORT ANGELES, LLC,

a Delaware limited liability company

By: Name: Title:

RL POST FALLS, LLC,

a Delaware limited liability company

By: Name: Title:

RL REDDING, LLC,

a Delaware limited liability company

By: Name: Title:

RL RICHLAND, LLC,

a Delaware limited liability company

By: Name: Title:

RL SALT LAKE, LLC,

a Delaware limited liability company

By: Name: Title:

RL SPOKANE, LLC,

a Delaware limited liability company

By: Name: Title:

EXHIBIT C

Each Borrower and Parent shall at all times be a Single Purpose Entity. As used herein, “Single Purpose Entity” shall mean a corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, or any other form of entity, which complies with the provisions set forth herein, including, without limitation, the requirements that each Borrower and Parent, as applicable, has not and shall not:

(a)(x) with respect to any PropCo Borrower, fail to be organized solely for the purpose of (i) owning the Properties, (ii) entering into the Loan Documents to which it is a party, and (iii) engaging in any activity that is incidental, necessary or appropriate to accomplish the foregoing; (y) with respect to Holding, be organized for any purpose other than

(i)owning each PropCo Borrower, (ii) entering into the Loan Documents to which it is a party, and (iii) engaging in any activity that is incidental, necessary or appropriate to the foregoing; and, (z) with respect to Parent, be organized for any purpose other than (i) owning Holding,

(ii)entering into the Loan Documents to which it is a party, and (iii) engaging in any activity that is incidental, necessary or appropriate to the foregoing;

(b)(x) with respect to any PropCo Borrower, engage in any business or activity other than the ownership of a Property, and activities incidental thereto, (y) with respect to Holding, engage in any business or activity other than the ownership of each PropCo Borrower, and activities incidental thereto, and (z) with respect to Parent, engage in any business or activity other than the ownership of Holding, and activities incidental thereto;

(c)(x) with respect to any PropCo Borrower, own any material assets other than (i) a Property, and (ii) such incidental personal property as may be necessary for the operation of such Property, (y) with respect to Holding, own any material asset other than (i) its interest in each PropCo Borrower, and (ii) such incidental personal property as may be necessary to effectuate its purpose; and (z) with respect to Parent, own any material asset other than (i) its interest in Holding, and (ii) such incidental personal property as may be necessary to effectuate its purpose;

(d)merge into or consolidate with any Person, to the fullest extent permitted by law, dissolve, terminate, wind up or liquidate in whole or in part, change its legal structure without Agent’s prior consent or, except as permitted by the Loan Documents, transfer or otherwise dispose of all or substantially all of its assets;

(e)fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, and, with respect to any PropCo Borrower, qualification to do business in the state where any Property owned by such PropCo Borrower is located, or without the prior written consent of Agent in its Permitted Discretion, amend, modify, terminate or fail to comply with the provisions of any Borrower’s organizational documents or Parent’s organizational documents, as the case may be;

(f)own, form or acquire any subsidiary or make any investment in, any Person, other than (x) Holding’s ownership of each PropCo Borrower, and (y) Parent’s ownership of Holding;

(g)commingle its assets with the assets of any of its equitable or beneficial owners, Affiliates, principals or of any other Person (other than Holding as owner of each PropCo Borrower with respect to the management and operation of the PropCo Borrowers or the Properties) nor fail to hold title to all of its assets in its own name;

(h)with respect to any Borrower and the Parent, incur any Debt other than Permitted Debt;

(i)fail to pay its debts and liabilities from its assets as the same shall become due, so long as sufficient cash flow from the Property exists;

(j)fail to maintain its records, books of account and bank accounts separate and apart from those of the equitable or beneficial owners, principals and Affiliates of any Borrower or of Parent, as the case may be, or fail to maintain such books and records in the ordinary course of its business (except that Borrowers may be included in consolidated financial statements of another Person, so long as (i) its separate assets shall be clearly indicated as such on such statement and such statements will indicate that each Borrower’s assets and credit are available to satisfy the debts and other obligations of any other Person, and (ii) such assets shall also be listed on each Borrower’s own separate balance sheet);

(k)except as permitted by the Loan Documents (including without limitation, each Property Management Agreement, any Franchise Agreement and any fees payable pursuant to the Parent Operating Agreement), enter into any contract or agreement with any equitable or beneficial owner, principal or Affiliate of any Borrower or of Parent any Guarantor, or any equitable or beneficial owner, principal or Affiliate thereof, except upon terms and conditions that are intrinsically fair, commercially reasonable and substantially similar to those that would be available on an arms-length basis with third parties other than any equitable or beneficial owner, principal or Affiliate of Borrower or of Parent, any Guarantor or any equitable or beneficial owner, principal or Affiliate thereof;

(l)to the fullest extent permitted by law, seek the dissolution or winding up in whole, or in part, of any Borrower or of Parent;

(m)fail to make best efforts correct any known misunderstandings regarding the separate identity of any Borrower, or of Parent, as the case may be, from any equitable or beneficial owner, principal or Affiliate thereof or any other Person;

(n)other than in connection with the Loan, guaranty or become obligated for the debts of any other Person or hold out its credit as being able to satisfy the debts of another Person; make any loans or advances to any third party, including any equitable or beneficial owner, principal or Affiliate of any Borrower, or of Parent, as the case may be, or any equitable or beneficial owner, principal or Affiliate thereof, nor buy or hold evidence of indebtedness issued by any other Person (other than cash or investment grade securities);

(o)fail to pay any taxes required to be paid by it under applicable law; nor fail to file its own tax returns, nor file a consolidated federal income tax return with any other entity, except to the extent that any Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under any applicable law;

(p)except for the common branding of any Property with other Properties or properties pursuant to the terms of the Property Management Agreements and/or any Franchise Agreement, fail to hold itself out to the public as a legal entity separate and distinct from any other Person;

(q)fail to conduct its business solely in its own name, mislead others as to the identity with which such other party is transacting business, or other than in connection with the Loan, suggest that any Borrower or Parent, as the case may be, is responsible for the debts of any third party (including any equitable or beneficial owner, principal or Affiliate of any Borrower, or of Parent, as the case may be, or any equitable or beneficial owner, principal or Affiliate thereof);

(r) intentionally omitted;

(s)hold itself out as or be considered as a department or division of (i) any equitable or beneficial owner, principal, or Affiliate of any Borrower or of Parent, as the case may be, (ii) any Affiliate of an equitable or beneficial owner or principal of Borrower or of Parent, as the case may be, or (iii) any other Person;

(t)fail to maintain separate financial statements and accounting records, showing its assets and liabilities separate and apart from those of any other Person (except that Borrowers may be included in consolidated financial statements of another Person, so long as

(i)its separate assets shall be clearly indicated as such on such statement and such statements will indicate that each Borrower’ assets and credit are available to satisfy the debts and other obligations of any other Person, and (ii) such assets shall also be listed on each Borrower’s own separate balance sheet);

(u) fail to observe all applicable organizational formalities;

(v) intentionally omitted;

(w) intentionally omitted;

(x)fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate;

(y)fail to use separate stationery, invoices and checks bearing its own name (except for the common branding of any Property with other Properties or properties pursuant to the terms of the Property Management Agreements and/or any Franchise Agreement);

(z)in the case of Borrowers, pledge its assets for the benefit of any other Person, other than in connection with the Loan and, in the case of Parent, in connection with the Loan;

(aa) acquire the obligations or securities of any equitable or beneficial owner, principal or Affiliate of Borrower or of Parent, as the case may be, any Guarantor or any equitable or beneficial owner, principal or Affiliate thereof, other than (x) Holding’s ownership of each PropCo Borrower, and (y) Parent’s ownership of Holding;

(bb) fail to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other entity;

(cc) with respect to any Borrower, have any obligation to indemnify its equitable or beneficial owners or, except as set forth in Section 5.38, Affiliates, as the case may be, or have such an obligation only if it is fully subordinated to the Loan and will not constitute a claim against it in the event that cash flow in excess of the amount required to pay the Loan is insufficient to pay such obligation;

(dd)    intentionally omitted;

(ee) other than in connection with the Loan, have any of its obligations guaranteed by any equitable or beneficial owner, principal or Affiliate of any Borrower;

(ff) take for itself or cause any other entity to take any of the following actions without the prior unanimous written consent of its partners, members or managers, as applicable and the Independent Director (as defined below) of each such Person: (i) file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding; institute any proceedings under any applicable insolvency law; file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally, (ii) seek, consent to or acquiesce to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for itself or any other entity, (iii) make an assignment of its assets for the benefit of its creditors or an assignment of the assets of another entity for the benefit of such entity’s creditors, or (iv) take any action in furtherance of the foregoing;

(gg)    with respect to Holding and Parent, fail at any time to have at least one

(1) independent manager or director that is not and has not been for at least five (5) years:

(i)a manager or director (other than in its capacity as an independent manager or director of any Borrower and/or Parent or an Affiliate), officer, employee, trustee, trade creditor, customer, supplier, member attorney, counsel or shareholder (or spouse, parent, sibling or child of the foregoing) of (i) any Borrower or Parent, (ii) a principal of any Borrower or Parent, (iii) any equitable or beneficial owner, partner, principal or Affiliate of any Borrower of Parent or of a principal of any such Person, or

(iv)any Affiliate of any equitable or beneficial owner, partner, or principal of any Borrower or Parent or of a principal of any such Person; or

(ii) a creditor, customer, supplier or Person who derives any of its purchases or revenues from its activities with (i) any Borrower or Parent, (ii) a principal of any Borrower or Parent, (iii) any equitable or beneficial owner, partner, principal or Affiliate of any Borrower or Parent or of a principal of any such Person, or (iv) any Affiliate of any equitable or beneficial owner, partner, or principal of any Borrower or Parent or of a principal of any such Person; (each such independent manager or director, an “Independent Director”);

a natural person who satisfies the foregoing definition other than subparagraph (gg)(ii)shall not be disqualified from serving as an Independent Director of Borrower or Parent if such individual is an Independent Director provided by a nationally-recognized company that provides professional independent managers (a “Professional Independent Director”) and other corporate services in the ordinary course of its business. A natural person who otherwise satisfies the foregoing definition other than subparagraph (gg)(i)by reason of being the independent manager or director of a “special purpose entity” affiliated with Borrower shall not be disqualified from serving as an Independent Director of any Borrower or Parent if such individual is either (i) a Professional Independent Director or (ii) the fees that such individual earns from serving as Independent Director of Affiliates of any Borrower or Parent in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; or

(hh)    fail to be formed and organized as a limited liability company under the laws of the State of Delaware.

Exhibit D Insurance

(a)Property Insurance. For so long as any Obligation is outstanding, Borrower shall continuously maintain property insurance in accordance with the following provisions:

(i)Special Perils Form/All Risk Property Coverage. Borrower shall maintain property insurance with respect to the Improvements, Fixtures and Personal Property insuring against any peril now or hereafter included within the classification “All Risks of Physical Loss,” including, without limitation, losses from fire, lightning, building collapse, debris removal, windstorm, hail, explosion, smoke, aircraft and vehicle damage, riot, vandalism and malicious mischief, falling objects, impact of vehicles and aircraft, weight of snow, ice or sleet, collapse, mudslide, sinkhole, subsidence, tsunami, water damage and sprinkler leakage, in amounts at all times sufficient to prevent Borrower or Agent from becoming a co-insurer within the terms of the applicable law, but in any event such insurance shall be maintained in an amount equal to the full replacement cost of the Improvements, Fixtures and Personal Property. The term “replacement cost” means the actual replacement cost (without taking into account any depreciation and exclusive of excavations, footings and foundation, landscaping and paving) determined annually by an insurer, a recognized independent insurance agent or broker or an independent appraiser selected and paid by Borrower. The policy shall include an agreed amount endorsement or a waiver of the coinsurance requirement and an inflation guard endorsement.

(ii)Flood and Mudslide. Flood and mudslide insurance in amount equal to the lesser of (1) the amount required for one hundred percent (100%) of the full replacement value of the Improvements, Fixtures and Personal Property, with co- insurance clause if any, only as acceptable to Agent, or (2) the maximum limit of coverage available with respect to the Property under the Federal Flood Insurance Program; provided that such flood and mudslide insurance shall not be required if Borrower shall provide Agent with evidence satisfactory to Agent that the Property is not situated within an area identified by the Secretary of Housing and Urban Development (or any other appropriate governmental department, agency, bureau, board, or instrumentality) as an area having special flood or mudslide hazard, and that no flood or mudslide insurance is required on the Property by any regulations under which the Agent is governed;

(iii)Boiler and Machinery Coverage. Borrower shall maintain broad form, replacement cost basis boiler and machinery insurance (without exclusion for explosion) covering all boilers or other pressure vessels, machinery, equipment and air conditioning or heating units located in, on or about the Property and insurance against physical loss, rental loss, extra expense, expediting loss and loss of occupancy or use arising from any breakdown in such amounts as are generally required by institutional lenders for properties comparable to the Property.

(iv)Rent Loss/Business Interruption/Extra Expense. Borrower shall maintain business interruption and/or loss of “rental income” insurance in an amount sufficient to avoid any co-insurance penalty and to provide proceeds that will cover a period of not less than twelve (12) months from the date of casualty or loss, the term “rental income” to mean the sum of (i) the total then ascertainable rents escalations and all other recurring sums payable under the leases affecting the subject property and

(ii)the total ascertainable amount of all other amounts to be received by Borrower from third parties which are the legal obligation of the tenants, reduced to the extent such amounts would not be received because of operating expenses not incurred during a period of non-occupancy to that portion of the subject property then not being occupied. The policy shall include an agreed amount endorsement or a waiver of the coinsurance requirement.

(v)Building Ordinance or Law. Borrower shall maintain building ordinance coverage in amount of the replacement cost.

(vi)Builder’s Risk. Borrower shall maintain at all times during which structural construction, repair or alterations are being made with respect to the Property

(1) reasonable liability insurance, to be determined by the scale and type of work being performed, to be required of all contractors involved in the work, to be primary and non- contributory to coverage provided by or under the terms or provisions of the commercial general liability insurance policy described in Section 5.12(b)(i)below, and (2) the insurance provided for in Section 5.12(a)(i)above written on a builder’s risk completed value form (a) on a non-reporting basis, (b) against all risks of physical loss, including earthquake and flood, (c) including permission to occupy the subject property, and

(d)with an agreed amount endorsement (including soft costs), specifications, blueprints/models, demolition, increased cost of construction and rental interruption for delayed opening as pertinent, waiving co-insurance provisions.

(vii)Terrorism Coverage. In the event that such coverage with respect to terrorist acts is not included as part of the insurance policy required by Section5.12(a)(i)above, coverage against loss or damage by terrorist acts in an amount equal to one hundred percent (100%) of the full replacement value of the Improvements, Fixtures and Personal Property, with a co-insurance clause, if any, only as acceptable to Agent.

(b)Liability Insurance. For so long as any Obligation is outstanding, Borrower shall continuously maintain liability insurance in accordance with the following provisions:

(i)Commercial General Liability Insurance. Borrower shall maintain commercial general liability insurance, including bodily injury and property damage liability insurance against any and all claims, including all legal liability to the extent insurable and imposed upon Agent and all court costs and attorneys’ fees and expenses, arising out of or connected with the possession, use, leasing, operation, maintenance or condition of the subject property in the minimum amount of $5,000,000 per occurrence and annual aggregate. A combination of primary and umbrella/excess liability insurance policies can be obtained to satisfy these liability limits requirements. Such liability

insurance must be occurrence-based coverage, rather than claims made coverage. This insurance must stand on its own with no shared participation or proration and be on a following form basis.

(ii)Liquor Liability/Dram Shop. If alcoholic beverages are sold or served at the Property, by Borrower or tenants, Borrower shall maintain dram shop, host liquor liability of liquor liability coverage of at least Ten Million Dollars ($10,000,000) per occurrence and annual aggregate. The combination of primary and umbrella/excess liability policies can be obtained to satisfy these liability limits requirements.

(iii)Automobile. Borrower shall maintain automobile liability insurance if over the road vehicles, whether owned, hired or non-owned, are operated in conjunction with the Property. The combination of the primary automobile liability and applicable umbrella/excess liability must equal a minimum of $1,000,000 combined single limit and $2,000,000 annual aggregate.

(iv) Intentionally Omitted.

(c)Additional Insurance. Borrower shall maintain such other insurance with respect to Borrower and the subject property against loss or damage of the kinds from time to time required by Agent loan class requirements to the extent such additional insurance is for perils and in amounts customarily required by institutional lenders for properties or commercial activities comparable to the Property or commercial activities and to the extent such other insurance is available at commercially reasonable rates.

(d)Insurance Company Rating/Qualification. The insurance company or companies issuing the policies required hereunder (each a “Policy”, and collectively the “Policies”) each must be a U.S. domestic insurance standard stock company or non- participating mutual company that is a primary insurer and has a current general policy rating of A or better and a current financial size category of VIII or better by A.M. Best Company, Inc. All insurers must be licensed and in good standing in the state in which the Property is located and otherwise be acceptable to Agent.

(e)Named Insured; Additional Insured; Loss Payable. All Policies shall name Borrower as the insured. Each Policy, except Workers Compensation, shall name Agent as an additional insured. Each Policy referred to in Section 5.12(a)must provide that all proceeds be payable to Agent and shall contain a deductible of not more than $25,000 (earth movement and flood will vary with the location of the Property and may exceed that limit) or as otherwise acceptable to Agent. Each Policy referred to in Section 5.12(b), except for Worker’s Compensation, must be written on an occurrence form basis.

(f)Required Provisions. All Policies shall contain: (1) the agreement of the insurer to give Agent at least thirty (30) days notice prior to cancellation or expiration and at least ten (10) days notice on non-payment of premium; (2) a waiver of subrogation rights against Agent and, if available, Borrower; (3) an agreement that such Policies are primary and non-contributing with any insurance that may be carried by Agent; (4) a statement that the insurance shall not be invalidated should any insured waive in writing prior to a loss any or all

right of recovery against any party for loss accruing to the property described in the Policy; and

(5) if obtainable, a provision that no act or omission of Borrower shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained. As of the date hereof, and subject to any changes in such requirements which Agent may, in its sole discretion, make from time to time pursuant to its rights under this Section 5.12(f), each Policy shall contain a mortgagee’s Loss Payable endorsement, “Lender Clause”, or other noncontributory mortgagee clause of similar form and substance acceptable to Agent in favor of Agent as a first mortgagee.

***Confidential Treatment Requested

Exhibit E Allocated Loan Amount

Exhibit F

Property Improvement Plan and Budget

(See Attached)

***CONFIDENTIAL TREATMENT REQUESTED

Entity/ Property Number	Name	Description	2015	Bucket 1	Bucket 2	Bucket 3
804	HATP	PTAC - Guest Room	***	***
804	HATP	Elevator Car Refurbishment	***	***	***
804	HATP	400 New Telephones	***	***
804	HATP	Corridor Renovation - RL	***		***	***
804	HATP	Design	***	***
804	HATP	Room Remodel - RL	***		***	***
804	HATP	Restaurant and Lounge Remodel - RL	***		***	***
804	HATP	Lobby Renovation - RL	***		***	***
804	HATP	Lighting to Banquet prefunction area - chandelier	***	***
804	HATP	Suites - Bathrooms & misc.	***		***	***
804	HATP	Glass replacement - broken seals	***			***
804	HATP	Restaurant Restroom Remodel	***		***	***
804	HATP	Atrium & Windows Roof 2015	***		***
804	HATP	Exterior improvements - RL	***		***
804	HATP	Updated Credit Card Terminals (PMS, POS)	***	***
804	HATP	Lobby Display Panels	***	***
814	Templin's	Vacuum	***	***
814	Templin's	Quarry Tile Flooring	***	***
814	Templin's	Outdoor Furniture Allowance	***	***
814	Templin's	"Newer Model" used pontoon boat as rental/ROI $	***	***
814	Templin's	Pool Furniture	***	***
814	Templin's	Van Replacement	***	***
814	Templin's	Commercial Ice machine - River Grill	***	***
814	Templin's	River Grill upgrades	***	***
814	Templin's	Guest Room & Rest. Broken window seal(s) replac	***	***
814	Templin's	Paint Bldg Ext. \ Fix dry rot balconies & stairways	***		***
814	Templin's	Design	***	***
814	Templin's	Bar/Lounge & Restaurant Renovation	***		***	***
814	Templin's	Corridor Renovation - Lighting upgrade	***		***	***
814	Templin's	Meeting Rooms Renovation	***		***	***
814	Templin's	Public Restroom Renovation	***		***
814	Templin's	Landscaping	***		***
814	Templin's	Updated Credit Card Terminals (PMS, POS)	***	***
814	Templin's	Lobby Display Panels	***	***
816	Salt Lake	Vacuum – Housekeeping	***	***
816	Salt Lake	Van Replacement	***	***
816	Salt Lake	Carpet Shampooer	***	***
816	Salt Lake	Mechanical - Cooling Tower	***	***
816	Salt Lake	Kitchen Compactor	***	***
816	Salt Lake	Room Cart – Housekeeping	***	***
816	Salt Lake	Guest Bathroom Remodel - Tower Rooms	***		***	***
816	Salt Lake	Room Remodel	***		***	***
816	Salt Lake	Design	***	***
816	Salt Lake	Lobby Remodel (limited scope) / Gift Shop area	***		***	***
816	Salt Lake	13th Floor Meeting Rooms Renovation	***		***	***
816	Salt Lake	Restaurant Renovation	***		***	***
816	Salt Lake	Sliding door replacement w/energy & comfort	***	***
816	Salt Lake	13th Floor chairs – 300	***			***
816	Salt Lake	13th Floor start up china/glass/silver, equip, ice	***			***
816	Salt Lake	Exterior Fence / Dr John Store	***		***
816	Salt Lake	Banquet prefunction area - ceiling	***	***
816	Salt Lake	Small meeting room renovation	***		***
816	Salt Lake	Landscaping	***		***
816	Salt Lake	Updated Credit Card Terminals (PMS, POS)	***	***
816	Salt Lake	Lobby Display Panels	***	***
821	Olympia	Banquets - Riser	***	***
821	Olympia	Corridor Artwork (installed)	***		***	***
821	Olympia	Corridor Light Sconces	***		***	***
821	Olympia	Corridor Vending Area Floor Tile	***		***	***
821	Olympia	Electrical Upgrades (GFI, additional outlet) & Dry	***		***	***
821	Olympia	3rd floor remodel - fitness/lift/Guest room conv.	***		***	***
821	Olympia	Hillside Restoration Project, Phases 2 & 3	***		***	***
821	Olympia	Room Remodel - Mod./ Lobby	***		***	***
821	Olympia	Design	***	***
821	Olympia	Lobby Televisions	***	***
821	Olympia	Meeting Rooms Renovation	***		***	***
821	Olympia	Van	***	***
821	Olympia	Stairwell carpet and vinyl	***		***
821	Olympia	Lighting - Cooridors	***		***
821	Olympia	Kitchen - ceiling tiles	***	***
821	Olympia	Glass replacement - broken seals	***		***
821	Olympia	Public Restroom Renovation	***		***	***
821	Olympia	Restaurant & Lounge Renovation	***		***	***
821	Olympia	Updated Credit Card Terminals (PMS, POS)	***	***
821	Olympia	Lobby Display Panels	***	***
831	Eureka	3rd Floor balcony beam header	***		***
831	Eureka	Parking Lot Updates (formerly General Landscapi	***		***
831	Eureka	Bar/Lounge Renovation	***		***

December 2014

January 2015

February 2015

March 2015

April 2015

May 2015

June 2015

July 2015

August 2015

September 2015

October 2015

November 2015

December 2015

January 2016

February 2016

March 2016

April 2016

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MUFASA - ESTIMATED CAPEX SPENDING SCHEDULE

Bucket 1 Bucket 2 Bucket 3

	2,754,521	9,301,618	25,154,734
25,154,734	2,449,972	12,056,139	10,648,623	check

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***CONFIDENTIAL TREATMENT REQUESTED

Entity/ Property Number	Name	Description	2015	Bucket 1	Bucket 2	Bucket 3
831	Eureka	Corridor Renovation	***		***	***	***
831	Eureka	Elevator - Modernization - Hydro	***	***			***
831	Eureka	Room Remodel - Mod.	***		***	***	***
831	Eureka	Design	***	***			***
831	Eureka	Meeting Rooms Renovation	***		***	***	***
831	Eureka	2" Asphalt Overlay (including preparation) (SqFt)	***	***			***
831	Eureka	Restripe Parking Spaces (SqFt)	***	***			***
831	Eureka	Public Restroom Renovation - Lobby	***		***		***
831	Eureka	Restaurant tables and chairs	***	***			***
831	Eureka	Guest room doors - refinish	***			***	***
831	Eureka	landscaping - sidewalk / trees	***	***			***
831	Eureka	Glass replacement - broken seals	***		***		***
831	Eureka	Updated Credit Card Terminals (PMS, POS)	***	***			***
831	Eureka	Lobby Display Panels	***	***			***
837	Pasco	Ice Machine	***	***			***
837	Pasco	Faucet Replacement	***		***	***
837	Pasco	Shower Valve & Head, Tub Diverter, Tub Drain	***		***	***
837	Pasco	General Landscaping Allowance	***		***
837	Pasco	Restripe Parking Spaces (SqFt)	***	***
837	Pasco	Gable Roofing	***	***
837	Pasco	Bar/Lounge Renovation - Bin 20	***		***
837	Pasco	Corridor Renovation	***		***	***
837	Pasco	Design	***	***
837	Pasco	Room Remodel - Mod.	***		***	***
837	Pasco	Lobby Remodel	***		***
837	Pasco	2" Asphalt Overlay (including preparation) (SqFt)	***	***
837	Pasco	Automated Front Doors for Lobby	***	***
837	Pasco	Lighting - banquets	***		***
837	Pasco	Exterior improvements	***		***
837	Pasco	Lighting - Banquet prefunction area	***		***
837	Pasco	Updated Credit Card Terminals (PMS, POS)	***	***
837	Pasco	Lobby Display Panels	***	***
839	Port Angeles	Podium	***	***
839	Port Angeles	Crabhouse elevator Cab	***	***
839	Port Angeles	Trash Compactor	***	***
839	Port Angeles	Exterior Paint	***		***
839	Port Angeles	Public Restroom Renovation	***		***
839	Port Angeles	Pool Enclosure - Tent	***		***
839	Port Angeles	Design	***	***
839	Port Angeles	Patio fire pits and furniture	***		***
839	Port Angeles	Hotel Landscaping	***		***
839	Port Angeles	Lighting - Cooridors	***		***
839	Port Angeles	Glass replacement - broken seals	***		***
839	Port Angeles	landscaping - hanging pots	***		***
839	Port Angeles	Door Locks	***	***
839	Port Angeles	Updated Credit Card Terminals (PMS, POS)	***	***
839	Port Angeles	Lobby Display Panels	***	***
840	Redding	Structural Repair/Stucco Exterior Slump Stone	***		***
840	Redding	Laundry - Dryer	***	***
840	Redding	Washer	***	***
840	Redding	Chairs	***	***
840	Redding	Cooling Towers (2)	***	***
840	Redding	Corridor Renovation	***		***	***
840	Redding	Design	***	***
840	Redding	Room Remodel - Mod.	***		***	***
840	Redding	Lobby Remodel	***	***
840	Redding	Restaurant Remodel	***		***
840	Redding	Marquis & Monument sign front entrance	***		***
840	Redding	Furniture - Patios and balconies	***	***
840	Redding	lighting - exterior building	***		***
840	Redding	Sunscreen between buildings & Firepits	***		***
840	Redding	landscaping	***		***
840	Redding	Glass replacement - broken seals	***	***
840	Redding	Lounge furniture	***	***
840	Redding	Updated Credit Card Terminals (PMS, POS)	***	***
840	Redding	Lobby Display Panels	***	***
841	Richland	Roll a way - Housekeeping	***	***
841	Richland	Foot Bridge clean up	***		***
841	Richland	Convert cooling system from 2 pipe	***		***
841	Richland	Repaint the building & upgrade façade	***		***
841	Richland	Corridor Renovation	***		***	***
841	Richland	Design	***	***
841	Richland	Room Remodel - Mod.	***		***	***
841	Richland	General Landscaping Allowance	***		***
841	Richland	Outdoor Furniture Allowance	***		***
841	Richland	Laundry - Dryer	***	***	***
841	Richland	Washer	***	***	***
841	Richland	Meeting Rooms Renovation	***		***
841	Richland	Restaurant Remodel	***		***
841	Richland	Glass replacement - broken seals	***	***			***
841	Richland	Outdoor Lighting Allowance	***		***
841	Richland	Updated Credit Card Terminals (PMS, POS)	***	***

December 2014

January 2015

February 2015

March 2015

April 2015

May 2015

June 2015

July 2015

August 2015

September 2015

October 2015

November 2015

December 2015

January 2016

February 2016

March 2016

April 2016

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***    -

***    -

***    -

***    -

***    -

***    -

***    -

***    -

***    -

***    0

***    -

***    -

***    -

***    -

***    -

***    -

***    -

***    -

***    (0)

***    -

***    -

***    -

***    -

***    -

***    -

***    -

***    -

***    -

***    -

***    0

***    -

-

***CONFIDENTIAL TREATMENT REQUESTED

Entity/ Property Number	Name	Description	2015	Bucket 1	Bucket 2	Bucket 3
841	Richland	Lobby Display Panels	***	***			***
847	Bend	Reroof west & north wings of hotel - 3 tab	***	***			***
847	Bend	Install Laundry Dumbwaiter	***	***			***
847	Bend	Signage (room numbers & directionals)	***	***			***
847	Bend	Exterior Lighting Improvements	***		***		***
847	Bend	General Landscaping Allowance	***		***		***
847	Bend	Lobby / Back office / breakfast area Remodel	***		***		***
847	Bend	Vinyl siding and metal roofing	***		***		***
847	Bend	Room Remodel	***		***	***	***
847	Bend	Design	***	***			***
847	Bend	Main Sign replacement - Inn & Suites	***				***
847	Bend	Updated Credit Card Terminals (PMS, POS)	***	***	***		***
847	Bend	Lobby Display Panels	***	***	***		***
848	Boise	Room Remodel - Mod.	***		***	***	***
848	Boise	Carpet Shampooer - Housekeeping	***	***			***
848	Boise	Linen Cart - Housekeeping	***	***			***
848	Boise	Van replacement	***	***			***
848	Boise	Bar/Lounge/Restaurant Remodel	***		***		***
848	Boise	Main Lobby Doors (automatic)	***		***		***
848	Boise	Corridor Renovation	***		***	***	***
848	Boise	Design	***	***			***
848	Boise	General Landscaping Allowance	***		***		***
848	Boise	Meeting Rooms Renovation	***		***		***
848	Boise	Pool Furniture	***		***		***
848	Boise	Resurface Pool Bottom & Deck, Signage	***		***		***
848	Boise	Public Restroom Update	***		***		***
848	Boise	Main Lobby lighting/paint/sound	***		***		***
848	Boise	Glass replacement - broken seals	***		***		***
848	Boise	Updated Credit Card Terminals (PMS, POS)	***	***			***
848	Boise	Lobby Display Panels	***	***			***
849	Coos Bay	PTAC - Guest Room	***	***			***
849	Coos Bay	Banquet Risers / tables	***	***			***
849	Coos Bay	Vacuum - Housekeeping	***	***			***
849	Coos Bay	Banquets - Chairs	***	***			***
849	Coos Bay	Exterior Paint	***		***		***
849	Coos Bay	Room Cart - Housekeeping	***	***	***		***
849	Coos Bay	Outdoor Lighting Allowance	***		***
849	Coos Bay	Design	***	***
849	Coos Bay	Landscaping around parking lot	***		***
849	Coos Bay	Upgrade lighting on exterior corridiors	***		***
849	Coos Bay	Meeting Rooms Renovation	***		***
849	Coos Bay	Public Restrooms Remodel	***		***		***
849	Coos Bay	Restaurant Remodel	***		***		***
849	Coos Bay	Replace EIFS at main entrance	***		***		***
849	Coos Bay	Main Sign replacement - Inn & Suites	***		***		***
849	Coos Bay	Updated Credit Card Terminals (PMS, POS)	***	***			***
849	Coos Bay	Lobby Display Panels	***	***			***

***

***

***

***

***

***

***

Totals		25,154,734	2,449,972	12,056,139	10,648,623	- - 818,349	634,270	5,515,667	2,470,427	955,799	840,523	2,893,468	2,813,229	2,375,411	2,262,848	2,149,674	1,072,912	352,156	- -
	Cumulative Capital Draw					818,349	1,452,619	6,968,286	9,438,713	10,394,512	11,235,035	14,128,503	16,941,731	19,317,142	21,579,991	23,729,665	24,802,577	25,154,733

Contingency    1,038,243

December 2014

January 2015

February 2015

March 2015

April 2015

May 2015

June 2015

July 2015

August 2015

September 2015

October 2015

November 2015

December 2015

January 2016

February 2016

March 2016

April 2016

***

***

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***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

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***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

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***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

***

Contingency as a % of Remaining Total    4.13%    4.13%    4.13%    4.27%    4.38%    5.71%    6.61%    7.03%    7.46%    9.42%    12.64%    17.79%    29.04%    72.86%    294.82% 116329747.74%

Grand Total    26,192,977

Environmental Issues Funded by a different process

837	Pasco	Environmental Issue	***
839	Port Angeles	Environmental Issue	***

***    -    -    

-    -    -    -    p

SCHEDULE A

OPERATING ACCOUNT

Borrower	Deposit Account #	Disbursement Account #
RL Spokane, LLC	#	#
RL Post Falls, LLC	#	#
RL Salt Lake, LLC	#	#
RL Olympia, LLC	#	#
RL Eureka, LLC	#	#
RL Pasco, LLC	#	#
RL Port Angeles, LLC	#	#
RL Redding, LLC	#	#
RL Richland, LLC	#	#
RL Bend, LLC	#	#
RL Boise, LLC	#	#
RL Coos Bay, LLC	#	#

SURVEYS

1. ALTA/ASCM Land Title Survey, Red Lion Hotel, 1415 NE Third Street, Bend, OR, prepared by Duryea & Associates, P.S., Job No. 14-1880E, dated October 18, 2014, last revised November 11, 2014.

2. ALTA/ASCM Land Title Survey, Red Lion Hotel, 1313 N Bayshore Drive, Coos Bay, OR, prepared by Duryea & Associates, P.S., Job No. 12-1666, dated October 20, 2014, last revised November 12, 2014.

3. ALTA/ASCM Land Title Survey, Red Lion Hotel, 1929 4th Street, Eureka, CA, prepared by Duryea & Associates, P.S., Job No. 03-699B, dated October 15, 2014, last revised November 12, 2014.

4. ATLA/ASCM Land Title Survey, Red Lion Hotel, 2300 Evergreen Park Drive, Olympia, Washington, prepared by Duryea & Associates, P.S., Job No. 14-1880C, dated November 24, 2014.

5. ALTA/ASCM Land Title Survey, Red Lion Hotel, 2525 North 20th Avenue, Pasco, WA, prepared by Duryea & Associates, P.S., Job No. 14-1880D, dated October 13, 2014, last revised November 10, 2014.

6. ALTA/ASCM Land Title Survey, Red Lion Hotel, 802 George Washington Way, Richland, WA, prepared by Duryea & Associates, P.S., Job No. 03-699E, dated October 15, 2014, last revised November 11, 2014.

7. ALTA/ASCM Land Title Survey, Red Lion Hotel, 1800 W Fairview Ave, Boise, ID, prepared by Duryea & Associates, P.S., Job No. 14-1880F, dated October 16, 2014, last revised November 20, 2014.

8. ALTA/ASCM Land Title Survey, Red Lion Hotel, 221 North Lincoln, Port Angeles, WA, prepared by Duryea & Associates, P.S., Job No. 03-699C 2014, dated October 2014, last revised November 10, 2014.

9. ALTA/ASCM Land Title Survey, Red Lion Hotel, 1830 Hilltop Drive, Redding, CA, prepared by Duryea & Associates, P.S., Job No. 03-699A, dated October 2014, last revised November 11, 2014.

10. ALTA/ASCM Land Title Survey, Red Lion Hotel, 414 East 1st Avenue, Post Falls, ID, prepared by Duryea & Associates, P.S., Job No. 14-1880A, dated October 2014, last revised November 18, 2014.

11. ALTA/ASCM Land Title Survey, Red Lion Hotel, 303 W North River Drive, Spokane, WA, prepared by Duryea & Associates, P.S., Job No. 01-561-2014, dated October 2014, last revised November 18, 2014.

12. ALTA/ASCM Land Title Survey, Red Lion Hotel, 161 W. 600 S. Street, Salt Lake City, UT, prepared by Clark Surveying, Project No. 14616, dated October 15, 2014, last revised November 17, 2014.

ENVIRONMENTAL REPORTS

1. Bend - Phase I Environmental Site Assessment – EMG – Project # 111559.14R–009.135, October 1, 2014

2. Boise - Phase I Environmental Site Assessment – EMG - Project # 111559.14R–010.135, October 3, 2014

3. Coos Bay - Phase I Environmental Site Assessment – EMG – Project # 111559.14R–08.135, October 6, 2014

4. Eureka - Phase I Environmental Site Assessment – EMG – Project # 111559.14R-005.135, October 3, 2014

5. Olympia - Phase I Environmental Site Assessment - EMG – Project # 111559.14R–012.135, October 3, 2013

6. Pasco - Phase I Environmental Site Assessment – EMG – Project # 111559.144R-004.135, October 3, 2014

7. Port Angeles – Phase I Environmental Site Assessment – EMG – Project # 111559.14R- 003.135, October 6, 2014

8. Post Falls - Phase I Environmental Site Assessment – EMG – Project # 111559.14R- 011.135, October 3, 2014

9. Redding - Phase I Environmental Site Assessment – EMG – Project # 111559.14R-007. 066, October 3, 2014

10. Richland - Phase I Environmental Site Assessment – EMG – Project # 111559.14R-006.135, October 3, 2014

11. Salt Lake - Phase I Environmental Site Assessment – EMG – Project # 111559.14R-002.135, October 3, 2014

12. Spokane - Phase I Environmental Site Assessment – EMT – Project # 111559.14R-001.135, October 3, 2014

Deferred Maintenance Items

Red Lion Deferred Maintenance & ADA Reserve- $198,735 Costs (115% - $228,545 Reserve) Hotel at the Park, Spokane - $11,500 – 115% ($13,225)

ADA items- $9,100 including:

•Parking - Add signage indicating Accessible Parking

• Parking - Add signage indicating Van Accessible Parking

• Guest Rooms - Convert standard hotel room to accessible

• Guest Rooms - Provide assistive listening kit

• Provide accessible access to exercise room

Replace Insulated storage tank - $2,400

Salt Lake City - $94,623 – 115% ($108,816)

ADA items- $20,873 including:

• Parking - Add signage indicating Accessible Parking

• Parking - Add van-accessible parking space with sign

• Guest Rooms - Provide assistive listening kit

• Toilet Rooms - Wrap drain pipes below accessible lavatory

• Toilet Rooms - Modify existing lavatory for ADA compliance

• Toilet Rooms - Lower urinal for ADA compliance

• Replace drinking fountain for ADA compliance

• Modify reception to meet ADA

General Site Improvements - $15,000 Exterior Walls - $10,400

Paving Sidewalks and Parking - $48,360

Port Angeles - $4,901 - 115% ($5,636)

ADA items- $4,901 including:

• Swimming Pool - Provide ADA pool/spa lift

• Toilet Rooms - Wrap drain pipes below accessible lavatory

• Parking - Add van-accessible parking space with sign

Pasco - $900 – 115% ($1,035)

ADA items- $900 including:

• Listening Kits

• Swimming Pool - Provide ADA pool/spa lift

Eureka - $3,500 – 115% ($4,025)

Roofing Repair - $3,500

Richland - $9,901 – 115% ($11,386)

ADA items- $9,901 including:

• Guest Rooms - Convert standard hotel room to accessible

• Guest Rooms - Provide assistive listening kit

• Swimming Pool - Provide ADA pool/spa lift

Redding - $15,000 – 115% ($17,250)

Paving, Parking, Sidewalks - $15,000

Coos Bay - $5,537 – ($6,402)

ADA items- $5,537 including:

• Parking - Add accessible parking space with sign

• Parking - Add signage indicating Accessible Parking

• Swimming Pool - Provide ADA spa lift

• Shower stall. Install transition strip at lip of shower base

• Toilet Rooms - Wrap drain pipes below accessible lavatory

• Toilet Rooms - Replace lavatory with ADA lever handles

• Guest Rooms - Provide assistive listening kit

Bend - $6,323 – 115% ($7,271)

ADA items- $6,323 including:

• Parking - Add accessible parking space with sign

• Parking - Add signage indicating Accessible Parking

• Guest Rooms - Provide assistive listening kit

• Toilet Rooms - Modify existing lavatory for ADA compliance

• Toilet Rooms - Wrap drain pipes below accessible lavatory

Boise - $28,267 – 115% ($32,507)

ADA items- $4,267 including:

• Parking - Install curb cut to meet ADA guidelines

• Spa Pool - Provide ADA pool/spa lift

•Guest Rooms - Provide assistive listening kit Repair/replace HVAC - $24,000

Post Falls - $5,446 – 115% ($6,263)

ADA items- $5,446 including:

• Guest Rooms - Provide assistive listening kit

Olympia - $12,806 – 115% ($14,727)

ADA items- $4,806 including

• Parking - Add van-accessible parking space with sign

• Swimming Pool - Provide ADA pool/spa lift

•Guest Rooms - Provide assistive listening kit Paving, Parking, Sidewalks - $8,000

SCHEDULE 4.1(b)

Organizational Chart

(See Attached)

DM Prepared 1/14/15 as Updated FINAL

RED LION – SHELBOURNE JV **

** - post-transfer of 45% Interest to

Falcon Investors LLC

Shelbourne Capital LLC

Falcon RLH Investors I, LLC

Shelbourne Capital GP, LLC

Manager

Shelbourne Principals

Shelbourne member

+ - either directly or through an entity controlled by him

Payday Partners, LLC

Investor(s)

Investor(s)

Steven Fishman+

SF RLH LLC

Shelbourne Capital Lion Promote LP

Manager

Shelbourne Falcon Lion Investors LLC

Columbia Pacific Real Estate Fund II, LP

Red Lion Hotels Corporation

Manager

Manager Manager

	RL VENTURE LLC a Delaware limited liability company
RL VENTURE HOLDING LLC a Delaware limited liability company

Pacific Western Bank    Financing

Borrowers are (1) all Property Owners and (2) RL Venture Holding LLC.

Guarantor (for Indemnity Guaranty, Environmental Indemnity and Completion Guaranty) is Red Lion Hotels Corporation (with joinders of Shelbourne Capital LLC, Payday Partners, LLC, Falcon Investors LLC and Steven Fishman, all of whom have indirect interests in Shelbourne Falcon RLHC Hotel Investors LLC)

Permitted Debt (Trade Payables)

Hotel at the Park	632,383
Templin's	402,410
Salt Lake City	620,081
Olympia	441,753
Eureka	223,816
Pasco	348,391
Port Angeles	390,893
Redding	333,242
Richland	186,478
Bend	78,654
Boise	201,965

Coos Bay      139,934     

4,000,000

Rent Roll

(See Attached)

Schedule 4.1(bb) Rent Roll

	OCCUPANT	MONTHLY	SQUARE	LEASE STARTING	LEASE EXP
	NAME	RENT	FEET	DATE	DATE	Security Deposits
	Buck N Dulge Inc. DBA
Bend	Black Bear Diner	$5,721.59	5,343	8/1/2014	7/31/2017	0.00

Boise    Cricket Cell Phone Tower    $    1,472.33    n/a    4/1/2001    3/1/2016    0.00

Pasco    Roasters Coffee    $    2,000.00    320    2/1/2009    1/31/2019    $1,500.00

Salt Lake City	Golden Razor Barber Shop	$ 450.00	751	3/1/1989	MTM	0.00
	GlitzGift Shops	$250.00	650	4/1/2010	MTM	0.00

SCHEDULE 4.1(dd)

Material Contracts

None.

SCHEDULE 5.32(b)

Operating Budget 2015

(See Attached)

*** The 13 pages of the 2015 operating budget have been omitted from this filing.

EX-10.3

Exhibit 10.4

FINAL

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

RL VENTURE LLC

THE INTERESTS ACQUIRED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THEY HAVE BEEN REGISTERED UNDER SAID ACT OR UNLESS REGISTRATION UNDER SAID ACT IS NOT REQUIRED. THERE ARE SUBSTANTIAL RESTRICTIONS ON TRANSFER CONTAINED IN THIS AGREEMENT.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

RL VENTURE LLC

TABLE OF CONTENTS

Page

1. DEFINITIONS    1

1.1 Act    2

1.2 Additional Capital    2

1.3 Additional Capital Contribution Notice    2

1.4 Additional Capital Contribution    2

1.5 Adjusted Capital Account Deficit    2

1.6 Affiliates    2

1.7 Agreement    2

1.8 Applicable Law    2

1.9 Approved Budget    2

1.10 Approved Business Plan    2

1.11 Approved by the Board, Approval of the Board, Consent of the Board,

Etc.3

1.12 Arbitration Notice    3

1.13 Arbitration Proceeding    3

1.14 Bankruptcy    3

1.15 Board    3

1.16 Budget    3

1.17 Business Day    3

1.18 Business Plan    3

1.19 Buy/Sell    4

1.20 Buy-Sell Lockout Date    4

1.21 Buy-Sell Lockout Period    4

1.22 Buy/Sell Notice    4

1.23 Buying Member    4

1.24 Capital Account    4

1.25 Capital Contribution    4

1.26 Cash Reserves    4

1.27 Certificate of Formation    4

1.28 Closing    4

1.29 Code    5

1.30 Company    5

1.31 Company Minimum Gain    5

1.32 Company Acceptance Period    5

1.33 Company Removal Event    5

1.34 Competitive Set    5

1.35 Contribution Agreement    5

1.36 Contribution Date    5

1.37 Contribution Default    5

1.38 Contribution Funding    5

1.39 Control or control    5

1.40 CS    5

1.41 CS Loan    5

1.42 Cumulative Income Tax Liability    5

1.43 Delinquent Member    6

1.44 Depreciation    6

1.45 Director    7

1.46 Dissolution Event    7

1.47 Distributable Cash    7

1.48 Distribution    7

1.49 Effective Date    7

1.50 Election Date    7

1.51 Exchange    7

1.52 FF&E    7

1.53 Final Distribution    7

1.54 Fiscal Year    7

1.55 Former Member    8

1.56 Reserved    8

1.57 Reserved    8

1.58 Gross Asset Value    8

1.59 Holdco    9

1.60 including    9

1.61 Indemnitee    9

1.62 Initial Arbitrator    9

1.63 Initial Capital    9

1.64 Initiating Member    9

1.65 Major Decision    9

1.66 Majority In Interest of the Members    9

1.67 Management Company    9

1.68 Management Contract    9

1.69 Managing Member    9

1.70 Material Contract    9

1.71 Member    10

1.72 Member Interest    10

1.73 Member Interest Purchase Agreement    10

1.74 Member Nonrecourse Deductions    10

1.75 Net Operating Income    10

1.76 Net Profits and Net Losses    10

1.77 New Hotel Equity ROFO    11

1.78 New Hotel Equity ROFO Period    11

1.79 Non-Delinquent Member    11

1.80 Nonrecourse Deductions    11

1.81 OFAC List    11

1.82 Offer    12

1.83 Operating Period    12

1.84 Original Operating Agreement    12

1.85 Other Member    12

1.86 Owner    12

1.87 Partially Adjusted Capital Account    12

1.88 Participation Percentage    12

1.89 Percentage Adjustment    12

1.90 Performance Test    12

1.91 Person    12

1.92 Professional Independent Director    12

1.93 Properties; Property    13

1.94 Purchase Price    13

1.95 Qualified Arbitrator    13

1.96 Receiving Member    13

1.97 Receiving Member Notice    13

1.98 Regulations    13

1.99 Removal Date    13

1.100 Removal Notice    13

1.101 Removing Member    13

1.102 Remaining Member    13

1.103 RevPAR    13

1.104 RLH Management    13

1.105 RLH Member    13

1.106 “RLHC Senior Management”    13

1.107 ROFO Initiating Member    14

1.108 ROFO Non-Initiating Member    14

1.109 ROFO Offer    14

1.110 ROFO Offered Interests    14

1.111 ROFO Response Period    14

1.112 ROFO Sale Notice    14

1.113 ROFO Sale Notice    14

1.114 Second Arbitrator    14

1.115 Second Arbitrator Notice    14

1.116 Selling Member    14

1.117 Shelbourne Capital    14

1.118 Shelbourne Member    14

1.119 Special Director    14

1.120 Successor    14

1.121 Target Capital Account    14

1.122 Target Final Balance    15

1.123 Tax Authority    15

1.124 Tax Distribution    15

1.125 Tax Matters Partner    15

1.126 Tax Payment Loan    15

1.127 Testing Period    15

1.128 Third Arbitrator    15

1.129 Total Price    15

1.130 Termination Event    15

1.131 Termination Event Notice    15

1.132 Transfer    15

1.133 Transfer Offer    15

1.134 Transfer Sale Period    15

1.135 Unresolved Deadlock    15

1.136 Unreturned Capital Contributions Account    16

1.137 Withholding Tax Act    16

2. FORMATION OF LIMITED LIABILITY COMPANY    16

3. NAME AND PLACE OF BUSINESS    16

3.1 Name    16

3.2 Principal Place of Business    16

4. PURPOSE    16

5. TERM OF COMPANY; RECORDINGS; AGENT FOR SERVICE OF

PROCESS16

5.1 Term    16

5.2 Qualification    16

5.3 Agent for Service of Process    16

6. CAPITAL CONTRIBUTIONS AND LOANS    17

6.1 Initial Capital Contributions    17

6.2 Additional Capital Contributions or Loans    17

6.3 Required Additional Capital Contributions    17

6.4 Failure to Contribute Additional Capital    17

6.5 Interest on Capital Contributions    19

6.6 Return of Capital Contributions    19

6.7 Loans By a Member    19

6.8 Withholding    19

6.9 Intentionally Omitted    20

6.10 Capital Accounts    20

7. ALLOCATIONS    21

7.1 Allocation of Net Profits and Net Losses    21

7.2 Special / Regulatory Allocation    21

7.3 Curative Allocations    23

7.4 Tax Allocations    23

7.5 Allocation in Event of Transfer    24

7.6 Allocation of Tax Credits    24

7.7 Allocations of Tax Items    24

8. DISTRIBUTIONS AND FEES    24

8.1 Distribution of Distributable Cash    24

8.2 To Whom Distributions Are Made    25

8.3 Tax Distributions    25

8.4 Withholding Obligations    25

8.5 Fees    26

8.6 Right of Setoff    26

8.7 Right of First Offer on Equity Capital for Additional Hotels    27

8.8 Termination Fees.    28

9. MANAGEMENT    29

9.1 General Management    29

9.2 Powers of the Board; Major Decisions    30

9.3 Resignation or Removal of the Managing Member    36

9.4 RLH Member Listing    38

9.5 Special Rules for Owners    39

9.6 Deadlocks; Buy/Sell    39

9.7 Conflict of Interest    41

9.8 Member Approval    41

9.9 Execution of Documents    42

9.10 Liability/Indemnification    42

9.11 Compensation of the Directors and the Managing Member    43

9.12 No Withdrawal of Members    43

9.13 Umbrella Insurance To Be Maintained by RLH Member    43

10. RESTRICTIONS ON TRANSFER; NEW MEMBERS    43

10.1 Limitations on Transfers    43

10.2 Excluded Transfers    44

10.3 Right of First Offer for Member Interests    44

10.4 Title    45

10.5 No Dissolution    45

10.6 New Members    45

11. PURCHASE OF MEMBER’S INTEREST UPON BANKRUPTCY OF A

MEMBER45

11.1 Rights to Purchase Upon Bankruptcy of a Member    45

11.2 Right to Purchase Former Member’s Member Interest by Company and/or

Other Member45

11.3 Purchase Price    46

11.4 Payment of Purchase Price    46

11.5 Closing of Purchase of Former Member’s Interest    46

12. DISSOLUTION AND WINDING UP OF THE COMPANY    47

12.1 Dissolution of Company    47

12.2 Winding Up of the Company    47

12.3 Right To Receive Property    47

12.4 Target Final Balance    47

13. BOOKS AND RECORDS; EXPENSES    48

13.1 Books of Account    48

13.2 Accounting and Reports    48

13.3 Banking    48

13.4 Accountants    48

13.5 Expenses of Company    48

14. ADJUSTMENT OF BASIS ELECTION    49

15. WAIVER OF ACTION FOR PARTITION    49

16. AMENDMENTS    49

17. EQUITABLE RELIEF    49

18. NOTICES    49

19. LEGAL REPRESENTATION    49

20. ATTORNEYS’ FEES    50

21. INDEPENDENT ACTIVITIES OF MEMBERS    50

22. INVESTMENT REPRESENTATIONS OF THE MEMBERS    50

22.1 Risks of Investment    50

22.2 Income Tax Matters    50

22.3 Securities Matters    50

23. SPECIAL OFAC PROVISIONS; OTHER SPECIAL PROVISIONS.    51

23.1 No Illegal Activity as Source of Funds    51

23.2 Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-MoneyLaundering Laws      51

23.3 Requirements of Law    52

23.4 Special Investment Company Provisions    52

23.5 Representations Regarding ERISA    52

24. DISPUTES – ARBITRATION    52

24.1 Arbitration    52

25. MISCELLANEOUS    53

25.1 Applicable Law    53

25.2 Severability    53

25.3 Further Assurances    53

25.4 Successors and Assigns    54

25.5 Number and Gender    54

25.6 Entire Agreement; Amendments    54

25.7 Waiver    54

25.8 Counterparts    54

25.9 Interpretation    54

25.10 Parties in Interest    54

25.11 No Authority    55

Exhibits:

A - List of Members (names and addresses), Participation Percentages and Capital Contributions as of the Effective Date

B - Initial Directors

C - List of the Properties

Schedule 9.2.7 Competitive Sets for the Properties

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

RL VENTURE LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT OF RL VENTURE LLC (this “Agreement”) is made and entered into as of January 16, 2015 (the “Effective Date”), by and between the persons and/or entities listed on Exhibit A(such persons and/or entities listed on Exhibit Ashall be referred to collectively as the “Members” and individually as a “Member”).

Background

A.On September 4, 2014, the RLH Member caused to be filed a Certificate of Formation for RL Venture LLC (the “Company”), a limited liability company formed under the laws of the State of Delaware, which was subsequently amended to effect a name change.

B.As sole member of the Company, the RLH Member executed a Limited Liability Company Agreement dated as of October 17, 2014 (the “Original Operating Agreement”) for the Company.

C.During the period commencing with the formation of the Company through the date immediately preceding the Effective Date, the Company has at all times been disregarded as separate from the RLH Member solely for federal and applicable state and local income tax purposes.

C.Simultaneously with the execution of this Agreement, the RLH Member sold forty-five percent (45%) of its Member Interest to the Shelbourne Member pursuant to that certain Member Interest Purchase Agreement dated as of even date herewith and as amended (the “Member Interest Purchase Agreement”), in a transaction the federal income tax

consequences of which are governed by Revenue Ruling 99-5, 1999-1 CB 434, Situation 1.

D.The Members now desire to enter into this Agreement, inter alia, to reflect the admission of the Shelbourne Member as a Member and to amend and restate the Original Operating Agreement in its entirety as provided herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other valuable consideration, the parties agree as follows:

1.DEFINITIONS. When used in this Agreement, the following terms shall have the meanings set forth below:

1.1Act. “Act” means the Delaware Limited Liability Company Act, 6 Del. Code §§ 18-101 et. seq., as such act may from time to time be amended, including any successor statute.

1.2Additional Capital. “Additional Capital” means capital of the Company in excess of the Initial Capital.

1.3Additional Capital Contribution Notice. “Additional Capital Contribution Notice” has the meaning set forth in Section 6.3.

1.4Additional Capital Contribution. “Additional Capital Contribution” means the amount of Additional Capital contributed to the Company by the Members in proportion to their respective Participation Percentages in response to a Major Decision approved by the Board calling for Additional Capital pursuant to Section 6.3.

1.5Adjusted Capital Account Deficit. “Adjusted Capital Account Deficit” means for each Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year or other relevant period, after giving effect to the following adjustments:

(a)Credit to such Capital Account any amounts that such Member is obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation §§ 1.704-2(g)(1) and 1.704-2(i)(5); and

(b)Debit to such Capital Account the items described in Treasury Regulation §§ 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).

1.6Affiliates. “Affiliates” of a Member means Persons controlled by, controlling or under common control with such Member.

1.7Agreement. “Agreement” means this Amended and Restated Limited Liability Company Agreement.

1.8Applicable Law. “Applicable Law” means any law, regulation, ordinance, code, decree, treaty, ruling or determination of an arbitrator, court or other governmental or

quasi-governmental authority, or any executive order issued by the President of the United States, in each case applicable to or binding upon such Person or to which such Person, any of its property or the conduct of its business is subject including laws, ordinances and regulations pertaining to the zoning, use, occupancy or subdivision of real property.

1.9Approved Budget. “Approved Budget” means (as to the Company, any one or more of the Owners, or any one or more of the Properties) a Budget (for operating expenses and/or capital expenses) that has been approved by the Board as a Major Decision pursuant to Section 9.2.

1.10Approved Business Plan. “Approved Business Plan” means a Business Plan approved by the Board as a Major Decision pursuant to Section 9.2.

1.11Approved by the Board, Approval of the Board, Consent of the Board,Etc.. “Approved by the Board”, “approval of the Board”, “consent of the Board” or a similar phrase to that effect means approval or consent of the Board by a majority of the votes of all of the Directors, except that Major Decisions shall require the approval or consent of two-thirds (2/3) of all of the Directors.

1.12Arbitration Notice. “Arbitration Notice” has the meaning given in Section 24.1.1.

1.13Arbitration Proceeding. “Arbitration Proceeding” has the meaning given in Section 24.1.1.

1.14 Bankruptcy. “Bankruptcy” means:

(a)The commencement of any voluntary proceedings under federal or state bankruptcy or insolvency laws or filing for reorganization or for the appointment of a receiver or trustee of all (or a material portion) of the Person’s property;

(b)The failure to terminate any involuntary proceeding under federal or state bankruptcy laws within thirty (30) days after the commencement thereof;

(c) A general assignment for the benefit of creditors; or

(d)The issuance of a charging order against the interest of any person without the removal thereof within thirty (30) days after issuance.

1.15Board. “Board” means, collectively, the Directors chosen by the Members in accordance with Section 9.1.1 to oversee the operation of the Company and to consider and act on those matters that this Agreement specifies shall require the approval or consent of the Board (including any Major Decisions). The initial Directors are listed on Exhibit B.

1.16Budget. “Budget” means a budget (either for a year or such other time period as is approved by the Board as a Major Decision) for operating expenses and/or capital expenses for the Company and/or for any one or more Owners or Properties (including amounts for the Company’s contributions to the capital of an Owner for the costs, expenses and liabilities of the Owner).

1.17Business Day. “Business Day” or “business day” means every day other than Saturdays, Sundays, all days observed by the federal or New York State government as legal holidays and all days on which commercial banks in New York State are required by law to be closed. Any reference in this Agreement to a "day" or a number of "days" (other than references to a "Business Day" or "Business Days") means a calendar day or calendar days.

1.18Business Plan. “Business Plan” means a plan (including a Budget) for operation of the Company, the Owners, the Properties or the improvements for the Properties.

1.19 Buy/Sell. “Buy/Sell” has the meaning set forth in Section 9.6.1.

1.20Buy-Sell Lockout Date. “Buy-Sell Lockout Date” means the date that is the third (3rd) anniversary of the Effective Date.

1.21Buy-Sell Lockout Period. “Buy-Sell Lockout Period” means the period of time commencing on the Effective Date of this Agreement and ending on the Buy-Sell Lockout Date.

Section 9.6.2.

1.22 Buy/Sell Notice. “Buy/Sell Notice” has the meaning set forth in

Section 9.6.5.

1.23 Buying Member. “Buying Member” has the meaning given in

1.24Capital Account. “Capital Account” means an account established for each Member and determined in accordance with Section 1.704-1(b) of the Regulations. The Capital Accounts shall be adjusted in order to reflect allocations of depreciation, amortization, and gain and loss as computed for book purposes. Upon the Transfer of the Member Interest of any Member, the Capital Account of the transferor Member shall carry over to the transferee Member.

1.25Capital Contribution. “Capital Contribution” means any money or the Gross Asset Value of any other property which a Member contributes as capital to the Company in that Member’s capacity as a Member pursuant to this Agreement (net of any liabilities assumed by the Company in connection with the contribution or to which the contributed property is subject). Notwithstanding anything to the contrary contained in this Agreement, including the transactions described in Section 6.1.1, the Members hereby agree that the Capital Contributions of the Members as of the Effective Date are as set forth on Exhibit A, which such Exhibit Ashall be amended from time to time to take into account Additional Capital Contributions by one or more of the Members.

1.26Cash Reserves. “Cash Reserves” means such amounts as may be reasonably estimated by the Managing Member (and approved by the Board in an Approved Budget or otherwise as a Major Decision) for payment of costs, expenses and liabilities incident to the business of the Company (including amounts for contributions to the capital of any Owner for the costs, expenses and liabilities of any Owner) and for which the cash to make such payments will not, in the reasonable discretion of the Managing Member, be expected to be available to the Company (or, or as applicable, an Owner) at or about the time such payments are required to be made, and which therefore, in the reasonable opinion of the Managing Member, require that cash be set aside periodically to for such payments.

1.27Certificate of Formation. “Certificate of Formation” means the Certificate of Formation filed with the Delaware Secretary of State (“Delaware Secretary”) for the purpose of forming the Company.

1.28 Closing. “Closing” has the meaning given in Section 11.5.

1.29Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.30Company. “Company” means RL Venture LLC, a Delaware limited liability company.

1.31Company Minimum Gain. “Company Minimum Gain” means “partnership minimum gain,” as defined in the Regulations promulgated under Section 704(b) of the Code.

1.32Company Acceptance Period. “Company Acceptance Period” has the meaning given in Section 11.2.

1.33Company Removal Event. “Company Removal Event” has the meaning given in Section 9.3.

1.34Competitive Set. “Competitive Set” has the meaning given in Section 9.2.7(c).

1.35Contribution Agreement. “Contribution Agreement” means that certain Asset Contribution Agreement between the Company and the RLH Member dated January 15, 2015.

1.36Contribution Date. “Contribution Date” means the date immediately preceding the Effective Date.

1.37Contribution Default. “Contribution Default” has the meaning set forth in Section 6.4.1.

1.38Contribution Funding. “Contribution Funding” means the obligation of the Company to the RLH Member in the amount of Forty Eight Million Seven Hundred Eighty- Seven Thousand Three Hundred Fifty-Two Dollars ($48,787,352) which is being paid on the date of Closing in accordance with the Contribution Agreement.

1.39Control or control. “Control “or “control”(or other formulation thereof such as “controlled” or “controlling”) means a direct or indirect ownership interest of more than fifty percent (50%) in value of another entity, or more than fifty percent (50%) of the voting interests of a Person, or the ability to direct the management and policies of such Person, whether by ownership, contract or otherwise.

1.40 CS. “CS” means CapitalSource, a division of Pacific Western Bank.

1.41 CS Loan. “CS Loan” has the meaning set forth in Section 6.1.1.

1.42Cumulative Income Tax Liability. Cumulative Income Tax Liability” means, with respect to a Member as of the end of a particular Fiscal Year or other relevant period, the sum of the following amounts:

(a)the product of (i) the total amount of the Company’s “net capital gains”, dividends that constitute “qualifying dividend income” subject to taxation at long-term capital gains rates in accordance with Section 1(h)(11) of the Code and other items of income and gain subject to United States federal taxation as long-term capital gain that has been allocated to the Member for the current and all prior Fiscal Years or other relevant periods, multiplied by (ii) the combined maximum United States federal, state and local marginal income tax rate applicable to long-term capital gains recognized by an individual residing in New York, NY (taking into consideration the deductibility of state and local income taxes for federal income tax purposes), with such rate for such current and any prior Fiscal Year or other relevant period being multiplied by the amount referred to in clause (i) for such current and any such prior Fiscal Year or other relevant period, plus

(b)the product of (i) the total amount of the Company’s net ordinary income (including depreciation recapture) and other items of income and gain subject to United States federal taxation as “ordinary income” or short-term capital gain that has been allocated to the Member for the current and all prior Fiscal Years or other relevant periods, multiplied by (ii) the combined maximum United States federal, state and local marginal income tax rate applicable to ordinary income or short-term capital gain of an individual residing in New York, NY(taking into consideration the deductibility of state and local income taxes for federal income tax purposes), with such rate for such current and any prior Fiscal Year or other relevant period being multiplied by the amount referred to in clause (i) for such current and any such prior Fiscal Year or other relevant period.

The computation of the amounts under clause (i) of paragraph (a) of this definition and the amounts under clause (i) of paragraph (b) of this definition shall take into account (i.e., shall be net of) any, respectively, prior Company losses subject to United States federal taxation as capital losses or Company losses and deductions subject to United States federal taxation as deductions and ordinary losses allocated to the Member and not previously taken into account or otherwise reflected in any of the amounts referred to under such clause (i) of paragraph (a) or such clause (i) of paragraph (b) of this definition.

1.43Delinquent Member. “Delinquent Member” has the meaning given in Section 6.4.1 of this Agreement.

1.44Depreciation. “Depreciation” means, for each Fiscal Year or other relevant period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period for federal income tax purposes, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board.

1.45Director. “Director” means any person chosen by the Members to serve on the Board in accordance with Section 9.1.1. The initial Directors are set forth on Exhibit Bto this Agreement.

1.46Dissolution Event“Dissolution Event” has the meaning set forth in Section 12.1 hereof.

1.47Distributable Cash. “Distributable Cash” means for any period the total cash gross receipts of the Company from all sources (including amounts of cash distributed directly or indirectly to the Company by any Owner) minus (i) amounts allotted to any Cash Reserves established by the Managing Member in accordance with the applicable Approved Budget or as otherwise approved by the Board as a Major Decision for contemplated needs of the Company (including amounts that may be required for contributions by the Company of capital to any Owner for any of the Properties), and (ii) all out-of-pocket cash expenditures of the Company, including expenditures for legal and accounting costs, duplicating services, postage and other expenses properly chargeable to the Company and incurred by the Company, but excluding any expenditures made from Cash Reserves previously established. Cash expenditures of the Company shall not include any overhead of the Managing Member or any of its Affiliates or of any Person in which a Member or an Affiliate of a Member has directly or indirectly an ownership interest (except to the extent such overhead is included in (a) fees paid to the Management Company under a Management Contract, (b) fees described in Section 8.5, or (c) fees paid to any such Person pursuant to a contract approved by the Board as a Major Decision. Distributable Cash shall include any amounts that, although previously set aside by the Managing Member as Cash Reserves, are reasonably determined by the Managing Member with approval of the Board as no longer required by the Company.

1.48Distribution. “Distribution” means any cash, or the fair market value of any other property, distributed (or deemed distributed) by the Company to a Member (including Distributable Cash and Tax Distributions), excluding (i) reimbursement of Company expenses, or (ii) payment with respect to an indemnification obligation of the Company to such Member, or

(iii) or repayment of principal or interest on any Member Loans.

1.49Effective Date. “Effective Date” has the meaning given in the opening paragraph of this Agreement.

1.50 Election Date. “Election Date” has the meaning given in Section 9.6.5.

1.51 Exchange. “Exchange” has the meaning given in Section 9.4.

1.52 FF&E. “FF&E” means furniture, fixtures and equipment.

1.53Final Distribution. “Final Distribution” has the meaning given in Section 12.2(e).

1.54 Fiscal Year. “Fiscal Year” means the calendar year.

Section 11.1.

1.55 Former Member. “Former Member” has the meaning given in

1.56 Reserved.

1.57 Reserved.

1.58Gross Asset Value. “Gross Asset Value” means for any asset the asset’s adjusted basis for federal income tax purposes, except as follows:

(a)The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset on the date of contribution, as determined by the contributing Member and approved by the Board as a Major Decision. The Members agree that the Gross Asset Value of the assets contributed by the RLH Member under the terms of the Contribution Agreement is Eighty-Nine Million Eight Hundred Thirty-Six Thousand Three Hundred Ninety-Eight Dollars ($89,836,398).

(b)The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Board as a Major Decision, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution if any Member reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company if any Member reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; and (iii) the liquidation of the Company within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g).

(c)The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution, as approved by the Board as a Major Decision.

(d)The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustment to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704- 1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph to the extent the Board determines as a Major Decision that an adjustment pursuant to subparagraph (b) of this Section is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph.

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraphs (a), (b) or (d) of this Section, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Profits and Net Losses.

1.59Holdco. “Holdco” means RL Venture Holding LLC, a Delaware limited liability company wholly-owned by the Company.

1.60 including. “including” means including without limitation.

1.61 Indemnitee. “Indemnitee” has the meaning given in Section 9.10.1.

1.62Initial Arbitrator. “Initial Arbitrator” has the meaning given in Section 24.1.1.

1.63Initial Capital. “Initial Capital” means the aggregate amount of Capital Contributions stated on Exhibit Awhich the Members, in the aggregate, have made, are deemed to have made, or are making on the date hereof to the Company.

Section 9.6.1.

1.64 Initiating Member. “Initiating Member” has the meaning given in

1.65Major Decision. “Major Decision” means any of the decisions that are listed in Section 9.1 or otherwise so identified in this Agreement.

1.66Majority In Interest of the Members. “Majority In Interest of the Members” means those Members owning more than fifty percent (50%) of the Participation Percentages of all Members.

1.67Management Company. “Management Company” means Red Lion Hotels Management, Inc. or such other entity designated by the Managing Member to serve as the manager for the Properties and whose designation as the Managing Company is approved by the Board as a Major Decision.

1.68Management Contract. “Management Contract” means a Management Agreement for each Property between the Management Company and the Owner of the Property.

1.69Managing Member. “Managing Member” means the RLH Member or in the event that the RLH Member resigns or is removed in accordance with Section 9.3, such other Member who is designated by the Board as a Major Decision as replacement for the RLH Member to serve as Managing Member.

1.70Material Contract. “Material Contract” means any contract or agreement to which the Company or any Owner is a party which (a) is with any Member or Affiliate of a Member; or (b) requires payment by the Company or any Owner of amounts in excess of

$25,000 in the aggregate for such contract over the term of the contract and has a term in excess of one (1) year unless it is terminable by the Company or Owner, as applicable, at any time and without penalty upon no more than thirty (30) days’ notice to the Company or any Owner, as applicable; or (c) requires payment by the Company or any Owner of amounts in excess of

$25,000 in the aggregate for such contract in any calendar year, unless such payments have been included in an Approved Budget; or (d) requires payments by the Company or any Owner in

excess of $100,000 over the life of the contract, regardless of whether the payments have been included in an Approved Budget.

1.71Member. “Member” means any person or entity admitted to the Company as a member in accordance with this Agreement, or a person or entity who has been admitted as a member pursuant to applicable law. The Members of the Company and their respective Participation Percentages shall be reflected on Exhibit Aattached hereto, as it may be amended from time to time.

the Company.

1.72 Member Interest. “Member Interest” means the interest of a Member in

1.73Member Interest Purchase Agreement. “Member Interest Purchase Agreement” has the same meaning as given in paragraph C of the Background.

1.74Member Nonrecourse Deductions. “Member Nonrecourse Deductions” has the same meaning as given to “partner nonrecourse deductions” referred to in Section 7.2.4.

1.75Net Operating Income. “Net Operating Income” shall mean Gross Operating Profit (as defined in the Management Contract) less the Base Fee (as defined in the Management Contract), Taxes (as defined in the Management Contract), Insurance Costs (as defined in the Management Contract), Reserve Fund Contributions (as defined in the Management Contract) and costs of rental of real or personal property.

1.76Net Profits and Net Losses. “Net Profit” and “Net Loss” means, for each Fiscal Year of the Company (or other period for which Net Profit or Net Loss must be computed), the Company’s taxable income or loss determined in accordance with Code

Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a)Any income of the Company that is exempt from United States federal income tax and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition of “Net Profits” and “Net Losses” shall be added to such taxable income or loss;

(b) Any expenditures of the Company described in Code

Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation §§ 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition of “Net Profits” and “Net Losses” shall be subtracted from such taxable income or loss;

(c)In the event the Gross Asset Value of any items of property of the Company is adjusted pursuant to paragraphs (b) or (c) of the definition of Gross Asset Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the item of property) or an item of loss (if the adjustment decreases the

Gross Asset Value of the item of property) from the disposition of such item of property and shall be taken into account for purposes of computing Net Profits or Net Losses;

(d)Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(e)In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other relevant period, computed in accordance with the definition of “Depreciation; and

(f)To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits or Net Losses.

Notwithstanding any other provision of this definition, any items that are specially allocated pursuant to Section 7.2 or Section 7.3 hereof shall not be taken into account in computing Net Profits or Net Losses. The amounts of such specially allocated items shall be determined by applying rules analogous to those set forth in subparagraphs (a) through (e) above.

1.77New Hotel Equity ROFO. “New Hotel Equity ROFO” has the meaning given in Section 8.7.

1.78New Hotel Equity ROFO Period. “New Hotel Equity ROFO Period” has the meaning given in Section 8.7.

1.79Non-Delinquent Member. “Non-Delinquent Member” has the meaning given in Section 6.4.1 of this Agreement.

1.80Nonrecourse Deductions. “Nonrecourse Deductions” has the meaning given in Section 7.2.5.

1.81OFAC List. “OFAC List” means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the United States Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the United States Treasury Department, Office of Foreign Assets Control pursuant to any Applicable Law, including trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States. The OFAC List currently is accessible through the Internet website www.treas.gov/ofac/tl1sdn.pdf.

Agreement.

1.82 Offer. “Offer” has the meaning given in Section 10.3.2 of this

1.83Operating Period. “Operating Period” has the meaning given in Section 9.2.7(c).

1.84Original Operating Agreement. “Original Operating Agreement” has the meaning given in paragraph B of the Background.

Section 11.1.

1.85 Other Member. “Other Member” has the meaning given in

1.86Owner. “Owner” means any direct or indirect subsidiary of the Company including either a single asset, single purpose, single member limited liability company wholly- owned by the Company or a limited liability company all of whose member interests are owned by the Company or by a single member limited liability company wholly-owned by the Company, and either (i) the owner of a Property (or proposed to own Property), or (ii) a partner in a partnership or a member in a limited liability company that owns a Property (or is proposed to own a Property). (For the avoidance of doubt, Holdco is deemed an “Owner”.)

1.87Partially Adjusted Capital Account. “Partially Adjusted Capital Account” means with respect to any Member for any Fiscal Year or other relevant period, the Capital Account of such Member at the beginning of such Fiscal Year or other relevant period, increased by all Capital Contributions during such year and all special allocations of income and gain pursuant to Section 7.2 or Section 7.3 with respect to such Fiscal Year or other relevant period, and decreased by all Distributions of Distributable Cash during such Fiscal Year or other relevant period and all special allocations of losses and deductions pursuant to Section 7.2 or Section 7.3, but before giving effect to any allocation of Net Profits or Net Losses for such Fiscal Year or other relevant period pursuant to Section 7.1.1 and Section 7.1.2.

1.88Participation Percentage. “Participation Percentage" of a Member means that percentage set forth opposite such Member's name on Exhibit Aand reflecting the Members’ relative Capital Contributions (subject to Percentage Adjustments as described in Section 6.4.2).

1.89Percentage Adjustment. “Percentage Adjustment” has the meaning given in Section 6.4.2(a)(i).

9.2.7(c).

1.90 Performance Test. “Performance Test” has the meaning given in Section

1.91Person. “Person” means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, or any other legal entity, and any fiduciary acting in such capacity on behalf of any of the foregoing.

1.92Professional Independent Director. “Professional Independent Director” has the meaning given in Section 9.1.2(a).

1.93Properties; Property. “Properties” means all of the hotel properties listed on Exhibit Cattached hereto; each of which is a “Property”.

1.94 Purchase Price. “Purchase Price” has the meaning given in Section 9.6.5.

1.95Qualified Arbitrator. “Qualified Arbitrator” has the meaning set forth in Section 24.1.7.

Section 9.6.2.

1.96 Receiving Member. “Receiving Member” has the meaning set forth in

1.97Receiving Member Notice. “Receiving Member Notice” has the meaning set forth in Section 9.6.3.

1.98Regulations. “Regulations” means the Income Tax Regulations promulgated under the Code, including Temporary and Proposed Regulations, as such Regulations may be amended from time to time, including corresponding provisions of succeeding Regulations.

1.99 Removal Date. “Removal Date” has the meaning given in Section 9.3.

Section 9.3.

1.100 Removal Notice. “Termination Notice” has the meaning given in

Section 9.3.2

1.101 Removing Member. “Removing Member” has the meaning given in

1.102Remaining Member. “Remaining Member” has the meaning given in Section 10.3.1.

1.103RevPAR. “RevPAR” means Gross Rooms Revenue for a particular time period (net of discounts, sales tax and meals) for a hotel divided by the number of available guest rooms in the hotel for the same time period. (RevPAR information shall be provided to the Parties by their obtaining STAR (also known as STR) reports of the RevPAR for the Properties and the Competitive Set.)

1.104RLH Management. ‘RLH Management” means Red Lion Hotels Management, Inc., an Affiliate of the RLH Member.

1.105RLH Member. “RLH Member” means Red Lion Hotels Corporation, a Delaware corporation.

1.106“R LHC Senior M ana gem ent”. “RLHC Senior Management” means any employees of Red Lion Hotels Corporation who do not work at individual hotel Properties and who hold one of the following job titles: “vice-president”, “senior vice president”, “executive vice president” or “president”.

1.107ROFO Initiating Member. “ROFO Initiating Member” has the meaning given in Section 10.3.2.

1.108ROFO Non-Initiating Member. “ROFO Non-Initiating Member” has the meaning given in Section 10.3.2.

1.109 ROFO Offer. “ROFO Offer” has the meaning given in Section 10.3.2.

1.110ROFO Offered Interests. “ROFO Offered Interests” has the meaning given in Section 10.3.2.

1.111ROFO Response Period. “ROFO Response Period” has the meaning given in Section 10.3.3.

Section 10.3.2

1.112 ROFO Sale Notice. “ROFO Sale Notice” has the meaning given in

1.113ROFO Sale Notice. “ROFO Sale Notice” has the meaning given in Section 10.3.2.

1.114Second Arbitrator. “Second Arbitrator” has the meaning given in Section 24.1.1.

1.115Second Arbitrator Notice. “Second Arbitrator Notice” has the meaning given in Section 24.1.1.

1.116Selling Member. “Selling Member” has the meaning given in Section 9.6.5 of this Agreement.

1.117Shelbourne Capital. “Shelbourne Capital” means Shelbourne Capital, LLC, a Pennsylvania limited liability company.

1.118Shelbourne Member. “Shelbourne Member” means Shelbourne Falcon RLHC Hotel Investors, LLC, a Delaware limited liability company.

1.119 Special Director. “Special Director” has the meaning given in Section

9.1.1.

1.120 Successor. “Successor” has the meaning given in Section 11.2.

1.121Target Capital Account. “Target Capital Account” means, with respect to any Member for any Fiscal Year or other relevant period, an amount equal to (a) the hypothetical distribution that such Member would receive if all Company assets were sold for cash equal to their Gross Asset Value, all Company liabilities were satisfied to the extent required by their terms (limited, with respect to each “partner nonrecourse liability” and “partner nonrecourse debt”, each as defined in Treasury Regulations § 1.704-2(b)(4), to the Gross Asset

Value of the asset(s) securing such liability), and the net cash of the Company were distributed in full to the Members as required pursuant to Section 12.2(f), all as of the last day of such Fiscal

Year or other relevant period), minus (b) the Member’s share of “partner minimum gain” determined pursuant to Treasury Regulations § 1.704-2(g), and minus (c) the Member’s share of the “partner nonrecourse debt minimum gain” determined in accordance with Treasury Regulations § 1.704-2(i)(5), all computed immediately prior to such hypothetical sale.

1.122Target Final Balance. “Target Final Balance” has the meaning set forth in Section 12.4.

1.123 Tax Authority. “Tax Authority” has the meaning given in Section 6.8.

1.124Tax Distribution. “Tax Distribution” means, with respect to each Member for each taxable year of the Company, an amount distributed to such Member in accordance with Section 8.3 hereof.

Section 13.2.

1.125 Tax Matters Partner. “Tax Matters Partner” has the meaning given in

1.126Tax Payment Loan. “Tax Payment Loan” has the meaning set forth in Section 8.4 hereof.

1.127Testing Period. “Testing Period” has the meaning given in Section 9.2.7(c).

1.128Third Arbitrator. “Third Arbitrator” has the meaning given in Section 24.1.1.

1.129 Total Price. “Total Price” has the meaning given in Section 9.6.2.

Section 11.1.

1.130 Termination Event. “Termination Event” has the meaning given in

1.131Termination Event Notice. “Termination Event Notice” has the meaning given in Section 11.2.

1.132Transfer. “Transfer” means any encumbrance, gift, assignment, pledge, hypothecation, sale or other transfer (whether directly or indirectly) of all or any portion of a Member Interest.

1.133Transfer Offer. “Transfer Offer” has the meaning given in Section 10.3.2.

1.134Transfer Sale Period. “Transfer Sale Period”has the meaning given in Section 10.3.5.

Section 9.6.1.

1.135 Unresolved Deadlock. “Unresolved Deadlock” has the meaning given in

1.136Unreturned Capital Contributions Account. “Unreturned Capital Contributions Account” means, with respect to each Member, a bookkeeping account which shall at all times be equal to the aggregate amount of Capital Contributions made to the Company by such Member reduced by Distributions made to such Member pursuant to Section 8.1.

1.137Withholding Tax Act. “Withholding Tax Act” has the meaning set forth in Section 8.4 hereof.

2.FORMATION OF LIMITED LIABILITY COMPANY. The Company was formed by the filing of the Certificate of Formation of the Company with the Delaware Secretary of State on September 4, 2014.

3. NAME AND PLACE OF BUSINESS.

3.1Name. The name of the Company is RL Venture LLC, or such other name as determined by the Board.

3.2 Principal Place of Business. The principal office of the Company shall be

W. 201 North River Drive, Spokane, Washington 99201, unless changed by the Managing Member. The registered agent of the Company in the State of Delaware is The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Managing Member may from time to time, change the registered office and principal place of business of the Company and, in such event, the Managing Member shall notify the Members in writing promptly after the effective date of such change. The Managing Member may establish additional offices or places of business of the Company when and as required by the Company’s business and approved by the Members and the Board as a Major Decision.

4.PURPOSE. The purpose of the Company is, directly or through one or more Owners, to acquire, hold, finance and dispose of the Properties and to engage in any and all general business activities related or incidental thereto permitted under the Act; provided that the Company shall not conduct any banking, insurance or trust company business.

5.TERM OF COMPANY; RECORDINGS; AGENT FOR SERVICE OFPROCESS.

5.1Term. The Company’s existence commenced as of the date of the filing of the Certificate of Formation and shall continue until terminated as herein provided or by operation of law.

5.2Qualification. The Managing Member shall cause the Company to file any documents with any other appropriate governmental agencies as may be required by applicable law. The Managing Member shall cause the Company to qualify to do business in any other jurisdiction as may be required under the laws of such jurisdiction.

5.3Agent for Service of Process. The name and address of the initial agent for service of process of the Company designated on the Certificate of Formation is The

Corporation Trust Company. The agent for service of process of the Company may be changed from time to time by the Managing Member, subject to applicable law.

6. CAPITAL CONTRIBUTIONS AND LOANS.

6.1 Initial Capital Contributions.

6.1.1In accordance with the Contribution Agreement, the RLH Member contributed to the Company all of the Properties in exchange for one hundred percent (100%) of the Member Interests in the Company, subject to satisfaction of the Contribution Funding. In addition, on the Contribution Date the Company caused Holdco to borrow from CS a loan in the aggregate principal amount of $80,000,000 (the “CS Loan”) of which (a) $53,807,023 is being funded by CS to the Company on the date hereof (and the sum of $48,787,352 was distributed by Holdco to the Company and used by the Company to satisfy the Contribution Funding), and (b) the balance is to be funded for improvements to be made to the Properties. CS required that the Company and the Owners guaranty the obligations of Holdco for the CS Loan. On the Effective Date, the Shelbourne Member acquired from the RLH Member a forty-five percent (45%) Member Interest in the Company in exchange for a payment to the RLH Member of

$18,455,256.

6.1.2The Members agree that the aggregate amount of the Initial Capital is set forth on Exhibit A.

6.2    Additional Capital Contributions or Loans. Except as in Section 6.3 and

6.4 of this Agreement or as otherwise agreed upon by the Board as a Major Decision, no Member shall be permitted or required to make any additional Capital Contributions or extend any loans to the Company.

6.3Required Additional Capital Contributions. If the Board determines as a Major Decision that the Company requires additional capital for any reason consistent with the purpose of the Company, each Member shall make an additional Capital Contribution in cash, in an amount equal to the product of (x) the aggregate Additional Capital Contribution as determined by the Board as a Major Decision, and (y) the respective Member’s Participation Percentage as of the Contribution Date, and at such times as set forth in a written notice delivered by the Company to each Member at least ten (10) Business Days prior to the effective date of any such Additional Capital Contribution (the “Additional Capital Contribution Notice”). Each Member shall thereafter be required to make an Additional Capital Contribution pursuant to the terms and conditions contained in the Additional Capital Contribution Notice.

6.4 Failure to Contribute Additional Capital.

6.4.1If a Member fails to contribute timely all or any portion of any Additional Capital Contribution required to be made by such Member pursuant to this Agreement and such failure continues for a period of ten (10) Business Days after the required date of such Additional Capital Contribution (the “Contribution Date”) stated in the Additional Capital Contribution Notice received by such Member (such Member being hereinafter referred to as a “Delinquent Member” and such failure being hereinafter referred to as a “Contribution

Default”), then the Member who is not a Delinquent Member (the “Non-Delinquent Member”) shall have the right to advance that portion of the Delinquent Member’s required Additional Capital Contribution which such Delinquent Member failed to make, on the following terms: (i) the sums thus advanced shall be deemed to be demand recourse loans from the Non-Delinquent Member to the Delinquent Member and an Additional Capital Contribution of such sums to the Company by the Delinquent Member; (ii) such loans shall bear interest at the rate of interest equal to the lesser of (x) eighteen percent (18%) per annum, or (y) the highest lawful rate, from the date that the advance was made until the date that such advance, together with any costs and expenses incurred by the Company as a result of the Delinquent Member’s failure to contribute, and together with all interest accrued thereon, is repaid; (iii) unless otherwise paid, and subject to Section 6.4.2(b) below, the repayment of these loans shall be withheld from any Distribution from the Company otherwise to be made to the Delinquent Member during the term of the Company or after dissolution; and (iv) all repayments of advances shall first be applied to any costs and expenses incurred by the Company as a result of the Delinquent Member’s failure to contribute, then to interest earned and unpaid, and then to principal. Any such election shall be made within ten (10) Business Days after notice of such option is given by the Board.

6.4.2If the Non-Delinquent Member does not make advances (as described in Section 6.4.1) in an aggregate amount sufficient to cover the entire amount of the required Additional Capital Contribution of the Delinquent Member, or if the loans referenced in Section 6.4.1 above are not repaid within six (6) months following the applicable Contribution Date, the Board shall, as determined by a majority of the Members, but expressly excluding the vote of any Director appointed by a Delinquent Member, take one or more of the following actions:

(a)In the case of the Non-Delinquent Member not making advances (as described in Section 6.4.1) in an aggregate amount sufficient to cover the entire amount of the required Additional Capital Contribution of the Delinquent Member, offer the Non- Delinquent Member the ability to make an Additional Capital Contribution, the sum of which shall equal the Delinquent Member’s required Additional Capital Contribution which such Delinquent Member failed to make and was not covered by a loan from Non-Delinquent Member as described in Section 6.4.1 , and adjust each Member’s Participation Percentage as follows:

(i)the Participation Percentage of the Delinquent Member shall be decreased by an amount, expressed as a percentage (subject to clause (iii) below, the “Percentage Adjustment”), equal to one and one-half times the product of (A) such Delinquent Member’s Participation Percentage (before any such adjustment) and (B) the quotient of (1) the amount of the Additional Capital Contribution which the Delinquent Member failed to make, (2) the product of (x) such Delinquent Member’s Participation Percentage (before any such adjustment), and (y) the sum of all Capital Contributions made by all Members prior to the date of the Additional Capital Contribution Notice and the aggregate Additional Capital Contribution set forth in the Additional Capital Contribution Notice; and

(ii)the Participation Percentage of the contributing Non- Delinquent Member shall be increased by an amount, expressed as a percentage, equal to the

Non-Delinquent Member’s share of the Percentage Adjustment determined pursuant to (i) above; and

(iii)the Participation Percentage of the Members shall be adjusted to the nearest one-hundredth of one percent.

(b)In the case of a loan referenced in Section 6.4.1 above and not repaid within six (6) months following the applicable Contribution Date, treat the outstanding loan advanced by a Non-Delinquent Member under Section 6.4.1 (together with the unpaid interest accrued thereon) as if it were an Additional Capital Contribution made by such Non- Delinquent Member pursuant to Section 6.4.2(a) as of the applicable Contribution Date (rather than as an Additional Capital Contribution of the Delinquent Member), and make the Percentage Adjustments described in Section 6.4.1 with respect thereto.

(c)Exercise such other rights and remedies to which the Board may be entitled at law or in equity or by statute.

6.4.3No right, power or remedy conferred pursuant to this Section 6.4 shall be exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right, power or remedy whether conferred in this Section 6.4 or now or hereafter available at law or in equity or by statute or otherwise.

6.5Interest on Capital Contributions. Except as described in Section 6.4.1, no interest shall be paid by the Company on any Capital Contribution made by any Member to the Company.

6.6Return of Capital Contributions. Except as otherwise provided in this Agreement, no Member shall have the right to withdraw or reduce such Member’s Capital Contribution or to receive any Distributions, except as a result of dissolution. No Member shall have the right to demand or receive property other than cash in return for such Member’s Capital Contributions.

6.7Loans By a Member. Loans by a Member to the Company shall not be considered Capital Contributions for purposes of this Agreement, increase such Member’s Capital Account or entitle such Member to any greater share of the Net Profits, Net Losses or Distributions of the Company than such Member is otherwise entitled to under this Agreement. No loan shall be made by a Member to the Company unless approved by the Board as a Major Decision.

6.8Withholding. The Company shall comply with all of its withholding obligations under the Code and under any applicable United States federal, state, local and, as applicable, foreign tax law. Any amount so withheld by the Company and paid over to the Internal Revenue Service and/or any other tax or other governmental authority, agency, entity, instrumentality or other body (any of the foregoing, a “Tax Authority”) in respect of any payment or Distribution made by the Company to or on behalf of any Member shall be treated as an amount actually paid or distributed to such Member or other Person for all purposes of this Agreement. With respect to any amount required to be remitted by the Company to any Tax

Authority in respect of any income, gain and/or Net Profits (and/or items comprising thereof) allocated and/or allocable to any Member, such Member shall, by no later than ten (10) days following the date of such remittance by the Company to the Tax Authority, repay to the Company such amount so remitted by the Company to the applicable Tax Authority (and which repayment by such Member shall be treated for all purposes of this Agreement as a repayment of a loan by such Member to the Company and not, for example, as a Capital Contribution or loan made by such Member to the Company); provided, however, if such Member fails to repay such amount in full within such ten (10) day period, then beginning on the day immediately following such ten (10) day period, interest on the unpaid amount shall accrue at the rate equal to eighteen percent (18%) per annum (with any such repayment(s), first, to offset and be applied to any accrued and unpaid interest to the extent thereof and, then, in repayment of the amount so remitted to the extent thereof); provided, further, the Company may (and shall) reduce and/or otherwise apply any amount otherwise distributable or payable to such Member in repayment of the unpaid balance, including the accrued and unpaid interest thereon (with any such amount so applied to be treated first as the payment of accrued and unpaid interest to the extent thereof and, then, in repayment of the amount so remitted to the extent thereof, but with the amount so applied otherwise being treated for all purposes of this Agreement as having actually been distributed and/or paid to such Member).

6.9 Intentionally Omitted.

6.10 Capital Accounts.

6.10.1An individual capital account (a “Capital Account”) shall be established and maintained on the books of the Company for each Member in compliance with Treasury Regulations Sections 1.704-1(b)(2)(iv) and 1.704-2.

6.10.2To each Member’s Capital Account there shall be credited the amount of cash and the initial Gross Asset Value of any other property contributed by such Member as Capital Contributions to the Company, such Member’s distributive share of Net Profits and items of income and gain, and the amount of any Company liabilities assumed by such Member or which are secured by any property of the Company distributed to such Member (but only to the extent such liabilities are to be credited pursuant to the Treasury Regulations).

6.10.3To each Member’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any property of the Company distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Net Losses and items of loss and deduction, and the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company (but only to the extent such liabilities are to be debited pursuant to the Treasury Regulations).

6.10.4Upon a transfer of any Member Interest in the Company or portion thereof in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Member Interest or portion thereof.

7. ALLOCATIONS.

7.1Allocation of Net Profits and Net Losses. After giving effect to the special allocations and limitations set forth in Sections 7.2 and 7.3, Net Profits and Net Losses shall be allocated to the Members as follows:

7.1.1Net Profits. Net Profits, and each item of Company income, gain, loss or deduction entering into the computation thereof, for each Fiscal Year or other relevant period shall be allocated to the Members so as to reduce, proportionally, the difference between their respective Target Capital Accounts and Partially Adjusted Capital Accounts for such Fiscal Year or other relevant period. No portion of the Net Profits for any Fiscal Year or other relevant period shall be allocated to a Member whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such Fiscal Year or other relevant period.

7.1.2Net Losses. Subject to Section 7.1.3, the Net Losses for any Fiscal Years and each item of Company income, gain, loss or deduction entering into the computation thereof, shall be allocated to the Members so as to reduce, proportionally, the difference between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such Fiscal Year or other relevant period. No portion of the Net Losses for any Fiscal Year or other relevant period shall be allocated to a Member whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such Fiscal Year or other relevant period.

7.1.3Loss Limitation. Net Losses allocated pursuant to Section 7.1.2 to a Member shall not exceed the maximum amount of Net Losses that can be allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year or other relevant period. In the event that some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Net Losses pursuant to Section 7.1.2, the limitations set forth herein shall be applied on a Member-by-Member basis and Net Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Members’ Capital Accounts so as to allocate the maximum permissible Net Losses to each Member under Treasury Regulations

§ 1.704-1 (b)(2)(ii)(d).

7.2Special / Regulatory Allocation. The following special allocations shall be made to the Members in the following order and priority:

7.2.1Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in §1.704-2(i)(4) of the Treasury Regulations, notwithstanding any other provision of this Section 7, if there is a net decrease in “partner nonrecourse debt minimum gain” (as defined in Treasury Regulations § 1.704-2(i)(2)) attributable to “partner nonrecourse debt (as defined in Treasury Regulations § 1.704-2(b)(4)) during any Fiscal Year, each Member who has a share of the partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in partner nonrecourse debt minimum gain attributable to such partner Nonrecourse Debt, determined in accordance with Treasury Regulation §1.704-2(i)(4). Allocations pursuant to the

previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with §§1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. This Section 7.2.1 is intended to comply with the minimum gain chargeback requirement in §1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

7.2.2 Minimum Gain Chargeback. Except as otherwise provided in

§1.704-2(f) of the Treasury Regulations, notwithstanding any other provision of this Section 7, if there is a net decrease in “partnership minimum gain” (as defined in Treasury Regulations § 1.704-2(b)(2)) during any Fiscal Year or other relevant period, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other relevant period (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in partnership minimum gain, determined in accordance with Treasury Regulations

§1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with §§1.704-2(f)(6) and 1.704(j)(2) of the Treasury Regulations. This Section 7.2.2 is intended to comply with the minimum gain chargeback requirement in §1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith.

7.2.3Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations §1.704- 1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) which causes or increases an Adjusted Capital Account Deficit of such Member, items of Company income and gain shall be specially allocated to such Members in an amount and manner sufficient to eliminate any such Adjusted Capital Account Deficit as quickly as possible. This Section 7.2.3 is intended to qualify as a “qualified income offset” within the meaning of Treasury Regulations §1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

7.2.4Member Nonrecourse Deductions. Any “partner nonrecourse deductions” (as defined in Treasury Regulations § 1.704-2(i)(1)) for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the “partner nonrecourse debt” (as defined in Treasury Regulations § 1.704-2(b)(4)) to which such partner nonrecourse deductions are attributable in accordance with Treasury Regulations §1.704- 2(i)(1).

7.2.5Nonrecourse Deductions. “Nonrecourse deductions” (as defined in Treasury Regulations § 1.704-2(b)(1)) shall be allocated among the Members in proportion to their respective Participation Percentages.

7.2.6Section 754 Adjustments.    To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code

Section 743(b) is required pursuant to Treasury Regulations §1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations §1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis)

and such gain or loss shall be specially allocated to the Members, respectively, in proportion to their respective Participation Percentages in the event Treasury Regulations §1.704- 1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulations §1.704-1(b)(2)(iv)(m)(4) applies.

7.3Curative Allocations. The allocations set forth in Section 7.1.3 and Section 7.2 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this

Section 7.3. Therefore, notwithstanding any other provision of this Section 7 (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Sections 7.1.1 and 7.1.2. In exercising its discretion under this Section 7.3, the Managing Members shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.

7.4 Tax Allocations.

7.4.1General. For each Fiscal Year, items of taxable income, deduction, gain, loss or credit shall be allocated for income tax purposes to and among the Members in the same manner as their corresponding book items are allocated to the Members pursuant to Sections 7.1, 7.2 and 7.3 hereof for such Fiscal Year, as modified by subsections 7.4.2 through

7.4.4 below.

7.4.2Section 704(c) Allocations. In accordance with Code

Section 704(c) and the Treasury Regulations promulgated thereunder, Company income, gain, loss, and deduction with respect to any asset contributed to the capital of the Company shall, solely for tax purposes, be allocated to and among the Members so as to take account of any variation between the Company’s adjusted tax basis in such asset for United States federal income tax purposes and the Gross Asset Value of the asset using any method (or methods) permitted under Code Section 704(c) and the Treasury Regulations thereunder as determined by the Managing Member and approved by the Board as a Major Decision. Notwithstanding anything to the contrary in this Section 7.4.2, the Company shall use the either (a) the traditional method with curative allocations under Treasury Regulations § 1.704-3(c), or (b) the remedial allocation method under Treasury Regulations § 1.704-3(d) as shall be selected by the Shelbourne Member prior to the Company’s preparation of its first Federal income tax return to be filed after the Effective Date with respect to any property deemed contributed to the Company by the RLH Member on the Effective Date under Revenue Ruling 99-5, 1999-1 CB 434, Situation 1, with respect to which the “ceiling rule,” as defined in Treasury Regulations § 1.704- 3(b)(1), applies.

7.4.3Reverse Section 704(c) Allocations. In the event the Gross Asset Value of any Company asset is adjusted pursuant to clauses (b) or (d) of the definition of "Gross Asset Value," subsequent allocations of Company income, gain, loss and deduction with respect to such asset shall take account of any variation between the Gross Asset Value of such asset immediately before such adjustment and its Gross Asset Value immediately after such adjustment using any method (or methods) permitted under Code Section 704(c) and the Treasury Regulations thereunder as determined by the Managing Member and approved by the Board as a Major Decision.

7.4.4Recapture Income. Depreciation and amortization recapture, if any, resulting from any sales or dispositions of tangible or intangible depreciable or amortizable property of the Company shall be allocated to and among the Members in the same proportions that the depreciation or amortization being recaptured was allocated to and among the Members to the maximum extent permissible under the Treasury Regulations.

7.4.5Other. Any elections or other decisions relating to allocations under this Section 7.4 will be made by the Managing Member with the approval of the Members (which approval not to be unreasonably withheld, conditioned or delayed). Allocations under this Section 7.4 are solely for purposes of United States federal, state and local taxes and will not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profits or Net Losses or other items or Distributions under any provision of this Agreement.

7.5Allocation in Event of Transfer. If any Member Interest is transferred, or the Participation Percentages are increased or decreased by reason of the admission of a new Member or otherwise during any Fiscal Year or other relevant period, Net Profits, Net Losses and items thereof for such Fiscal Year or other relevant period shall be assigned to the day in the particular period of such Fiscal Year or other relevant period to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred) and the amount of each such item so assigned to any such day shall be allocated as if the Company closed its books as of the date of such transfer or increase or decrease.

7.6Allocation of Tax Credits. Except as may otherwise be required by law, any tax credits to which the Company may be entitled shall be allocated among the Members in accordance with their respective Participation Percentages.

7.7Allocations of Tax Items. For federal income tax purposes, every item of income, gain, loss and deduction shall be allocated among the Members in accordance with the foregoing allocations.

8. DISTRIBUTIONS AND FEES.

8.1Distribution of Distributable Cash. Distributable Cash shall be distributed to the Members as follows:

(a)First, to the Members with positive Unreturned Capital Contribution Account balances, pro rata in accordance with such balances, until the Unreturned Capital Contribution Account balance of each Member is reduced to zero; and

(b)Thereafter, to the Members in accordance with their respective Participation Percentages.

Distributions shall be made as determined by the Board, but no less frequently than monthly.

8.2To Whom Distributions Are Made. Unless named in this Agreement or unless admitted as a Member as provided in this Agreement, no person or entity shall be considered a Member in the Company. Any Distribution by the Company to the person shown on the Company records as a Member, or to such Member’s legal representatives, or to a named assignee of the right to receive Distributions, shall acquit the Company and the Members of all liability to any other person who may be interested in such Distribution by reason of an assignment by a Member or for any other reason.

8.3Tax Distributions. Prior to the Distribution of Distributable Cash to the Members pursuant to Section 8.1, for any Fiscal Year, to the extent that the Managing Member determines in good faith that cash is available, the Company shall make distributions (“Tax Distributions”) to the Members at such times and in such amounts as are necessary to enable the Members to satisfy their respective quarterly estimated income tax obligations attributable to their respective Cumulative Income Tax Liabilities. If the Managing Member determines that the Company lacks sufficient cash to make such Tax Distributions on the dates described above, available cash shall be distributed to the Members as Tax Distributions in proportion to the excess of the Cumulative Income Tax Liability of each Member for the relevant Fiscal Year over the cumulative amount of Tax Distributions previously made to such Member with respect to such Fiscal Year. Any Tax Distribution to a Member will be deemed to be an advance Distribution of amounts otherwise distributable to such Member pursuant Section 8.1 and will reduce the amounts that would subsequently otherwise be distributable to such Member pursuant to Section 8.1 in the order they would otherwise have been distributable.

8.4Withholding Obligations. Unless treated as a Tax Payment Loan, any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a Distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Member (including as a Tax Distribution), the excess shall constitute a loan from the Company to such Member (a “Tax Payment Loan”), which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at a lesser of (i) a variable rate per annum at all times equal to two hundred (200) basis points in excess of the Prime Rate or (ii) the maximum legal interest rate under applicable law. As long as any Tax Payment Loan or the interest thereon

remains unpaid, the Company shall make future Distributions due to such Member under this Agreement by applying the amount of any such Distribution first to the payment of any unpaid interest on all Tax Payment Loans to such Member and then to the repayment of the principal of all Tax Payment Loans of such Member. The Managing Member shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section 8.4. Nothing in this Section 8.4 shall create any obligation on any Member to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Act except for withholding tax liabilities attributable to such Member

8.5Fees. The Members agree that, in addition to any Distributions to be made pursuant to this Agreement, the Members shall be entitled to receive the following fees paid by the Company:

8.5.1The Company shall pay to the Shelbourne Member an investors relations fee each month equal to 0.50% of the total aggregate revenue of the Properties during the prior month;

8.5.2The Company shall pay to CPA Development, LLC (a designee of the Shelbourne Member) a construction management fee in the aggregate amount of $200,000 plus approved expense reimbursements (the payments of such fee and reimbursements to be in accordance with an agreement to be executed by the Company and CPA Development, LLC. The agreement and the payment of such fee shall be subject to the approval of Board including the approval of the Director appointed by Shelbourne Capital);

8.5.3On the date hereof, the Company shall pay to Shelbourne Capital a financing fee (as is also described in the Member Interest Purchase Agreement) in the amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00);

8.5.4The Member Interest Purchase Agreement that on the date hereof Shelbourne Capital shall be paid an acquisition fee in the amount of Eight Hundred Eighty-Eight Thousand Three Hundred Sixty and 00/100 Dollars ($888,360.00) fifty-five percent (55%) of which is paid by the RLH Member and forty-five percent (45%) of which is paid by the Shelbourne Member; and

8.5.5The Company shall cause Holdco to cause each of the Owners to pay to the Management Company the fees and other amounts provided for in the Management Contracts between such Owner and the Management Company, and, after entering into a franchise agreement, to pay the franchisor the fees and other amounts provided for in the franchise agreement between such Owner and a franchisor.

8.6Right of Setoff. In the event the Shelbourne Member determines that the Company has a claim against the RLH Member arising from a breach of any representations, warranties or indemnifications obligations of the RLH Member under that certain Contribution Agreement entered into as of the business day immediately preceding the date of this Agreement and pursuant to which the Company acquired the Properties, the Directors appointed by the

Shelbourne Member alone shall be entitled to vote as Directors to assert a claim against the RLH Member. If a claim is asserted on behalf of the Company against the RLH Member under the Contribution Agreement or by the Shelbourne Member under the Member Interest Purchase Agreement, it shall specify the nature and amount of such claim and, if there is an agreement reached between the RLH Member and Shelbourne Member or a determination is made judicially or by binding arbitration of an amount that is due to the Shelbourne Member on account of the Shelbourne Member’s claim, and such amount has not been paid in full to the Shelbourne Member within thirty (30) days following such agreement or determination, the Managing Member shall set off against amounts distributable to the RLH Member pursuant to Section 8 of this Agreement up to the unpaid amount of the Shelbourne Member’s claim and will cause the Company, as agent for the RLH Member, to pay any amounts so set off to the Shelbourne Member to cover the unpaid amount of such claim. Such payment shall be deemed to have been paid to the RLH Member and, in all other respects, shall be deemed as having been distributed to the RLH Member pursuant to Section 8 of this Agreement. If there is such an agreement or determination but, before the earlier of the amount due to the Shelbourne Member pursuant to such agreement or determination being fully paid to the Shelbourne Member or the expiration of the thirty (30) days following such agreement or determination there are any distributions otherwise to be made to the RLH Member, the amounts otherwise distributable to the RLH Member shall be held in escrow by the Managing Member pending confirmation of payment in full by the RLH Member to the Shelbourne Member of the amount that was agreed upon or determined to be payable by the RLH Member to the Shelbourne Member. Nothing contained in this Agreement shall limit the right of the Shelbourne Member to assert a claim against the RLH Member under the Member Interest Purchase Agreement under which the Shelbourne Member acquired its Member Interest in the Company.

Any dispute about the validity of or amount due as a result of such a claim under the Contribution Agreement shall be resolved through arbitration in accordance with Section 24 but any election to be made by the Company to assert a claim under the Contribution Agreement shall be made by the Company at the direction solely of the Shelbourne Member.

8.7Right of First Offer on Equity Capital for Additional Hotels. In the event that at any time during which the Shelbourne Member remains a Member of the Company (the “New Hotel Equity ROFO Period”), Company, the RLH Member, or any of its Affiliates, shall elect to pursue the acquisition of any one or more additional hotel properties and intends to seek equity capital from another Person for the acquisition and/or rehabilitation/renovation of such one or more additional hotel properties, the Company or RLH Member (as applicable) shall first offer, or cause its Affiliate to first offer, to Shelbourne Capital the opportunity for Shelbourne Capital or its designee to provide such equity capital for such hotel property acquisition and/or rehabilitation/renovation to the extent that such equity capital is not provided by the Company (for acquisitions by the Company) or by the RLH Member or its Affiliates (for acquisitions by any of them) ; and, for each such additional hotel property, the RLH Member or its Affiliate shall have the right to participate pro-rata alongside Shelbourne Capital or its designee in providing such equity capital with the percentage share of the RLH Member or its Affiliate being up to the same percentage as the Participation Percentage of the RLH Member in the Company or in such other percentage as may be agreed upon by the RLH Member and Shelbourne Capital. The foregoing right of first offer is hereinafter referred to as the “New Hotel Equity ROFO”.

The New Hotel Equity ROFO shall not apply in the case of an independent third party bringing to the Company, the RLH Member or its Affiliate an opportunity to acquire one or more hotel properties together with such third party’s offer to provide the equity capital required for the acquisition (and, as applicable, rehabilitation/renovation), provided the third party’s equity is accepted on the terms offered. Until the expiration of the New Hotel Equity ROFO Period, the RLH Member shall give to Shelbourne Capital notice describing in reasonable detail the additional hotel property and the projected equity capital being sought by the Company, RLH Member or its Affiliate and, no later than five (5) days after giving such notice, the RLH Member shall provide or make available to Shelbourne Capital, or cause to be provided or made available, all relevant documentation and other information (including, without limitation, due diligence information, a projected “pro forma” and financial returns, and a projected business plan) that the Company, RLH Member or its Affiliate has regarding the additional hotel property and the projected equity capital required. Shelbourne Capital shall have a period of at least thirty

(30) days from receipt of such documentation and other information during which to conduct a due diligence investigation of the proposed additional hotel property and proposed equity capital requirement and notify the RLH Member if Shelbourne Capital wishes to invest the proposed equity capital. Shelbourne Capital’s failure to give to the RLH Member a notice before the expiration of such thirty (30) day period shall be deemed Shelbourne Capital’s declining to

invest the proposed equity capital and the Company, RLH Member or its Affiliate shall be free to seek the required equity capital elsewhere. Before the Company, RLH Member or its Affiliate shall either offer to another Person or accept from another Person all or any portion of the required equity capital on terms that are more advantageous to that Person than the terms last offered to or proposed by Shelbourne Capital, the RLH Member or its Affiliate shall first offer the same terms to Shelbourne Capital and the RLH Member or its Affiliate and Shelbourne Capital shall follow the same process as is set forth above in this Section 8.7 If Shelbourne Capital shall timely give the RLH Member notice of Shelbourne Capital’s election to invest the proposed equity capital, then the RLH Member shall proceed, or cause its Affiliate to proceed with good faith negotiations with Shelbourne Capital and, within forty-five (45) days after Shelbourne Capital’s notice of its election to invest the proposed equity capital, complete and execute definitive agreements with Shelbourne Capital or its designee for the contribution of the required by Shelbourne Capital or its designee and participation of Shelbourne Capital or its designee in the ownership of the entity acquiring the additional hotel property.

8.8Termination Fees. If, as a result of a transfer of a Property, the Management Agreement for that Property will be terminated, the RLH Member will cause its Affiliate, Red Lion Hotels Franchising, Inc., to offer to enter into a franchise agreement under its then-standard terms and conditions consistent with Schedule 16.4(a) of the Management Contract. In the event that prior to or contemporaneously with the transfer, the transferee and the Affiliate do not enter into a franchise agreement with a term of at least three years, the Company will pay to the Affiliate a franchise termination fee in accordance with the provisions of Section 16.4(b) of the Management Contract for that hotel. The Termination Fee shall be paid on the date of the transfer of the Property. No other termination fee shall be payable for the termination of the Management Agreement in connection with a transfer of a Property. In the event that the Shelbourne Member acquires the Member Interests held by the RLH Member through the Buy/Sell process described in Section 9.6, the Company shall have the right to terminate the Management Agreement for the Properties and to enter into franchise agreements on the same

terms as a transferee of a Property and if it fails to do so, will pay the termination fee for each Property that does not enter into a franchise agreement with the Affiliates (and no other termination fee shall be payable for the termination of the Management Agreement in connection with the Shelbourne Entity acquiring the Member Interests held by the RLH Member through the Buy/Sell process described in Section 9.6.)

9. MANAGEMENT.

9.1 General Management.

9.1.1Except as otherwise expressly provided in this Agreement, the day- to-day business and affairs of the Company shall be conducted by the Managing Member, but all decisions affecting the business and affairs of the Company that are identified by this Agreement as Major Decisions shall be made, by the Board. Unless otherwise provided in this Agreement,

(i)approval of the Board means the approval of a majority of all Directors; and (ii) any Major Decision shall require approval of at least two-thirds (2/3) of all Directors. The Board shall consist of seven (7) directors: three (3) chosen by the RLH Member; three (3) chosen by the Shelbourne Member, or their respective permitted successors and assigns; and one (1) chosen by the RLH Member from a list of five (5) independent Persons proposed by the Shelbourne Member. The initial Directors shall be those individuals set forth on Exhibit Bto this Agreement. Subject to the last sentence of this Section 9.1.1, any Director may be removed with or without cause by the Member entitled to select such Director. Any Director may resign at any time upon written notice to the Company and the Members. Any vacancy in the Board shall be filled by the Member entitled to select the Director whose resignation or removal led to the vacancy. The Director who was chosen by the RLH Member from a list of Persons proposed by the Shelbourne Member may be removed by consent of the RLH Member and the Shelbourne Member, and the successor to such Director shall be selected by RLH from a list of persons proposed by the Shelbourne Member at that time (and such list may include any one or more Persons previously proposed by the Shelbourne Member on any list previously submitted to the RLH Member pursuant to this Section).

9.1.2At all times, the Company shall have designated an additional Person (“Special Director”) who shall be deemed a member of the Board for the limited purpose of considering matters under Section 9.2.4(xxvi) and shall have no other powers and responsibilities and shall have the qualifications set forth in Section 9.1.2(a). If and when consent of the Special Director is sought for a matter which, pursuant to this Agreement, the approval or consent of the Special Director is required by the terms of the Agreement, the Special Director shall be entitled to be compensated by the Company on an hourly basis at the Special Director’s standard hourly rate (which, if the Special Director is an attorney, shall be his customary hourly rate for providing legal services) for the time actually spent by the Special Director specifically for such matter. Except exclusively for matters for which the approval or consent of the Special Director is specifically required under Section 9.2.4(xxvi), the Special Director shall not be entitled to attend meetings of the Board or receive any materials or information regarding the Company, its assets, liabilities, activities or operations (or of any of its direct or indirect subsidiaries). The initial Special Director shall be Joshua Sarner. The Board shall have the right, as a Major Decision, to replace, from time to time and at any time, the

individual serving as Special Director provided the individual selected by the Board meets the criteria set forth in Section 9.1.2(a).

(a)The Special Director shall be an individual who is not and has not been for at least five (5) years:

(i)a manager or director (other than in its capacity as an independent manager or director of any Member and/or the Company or an affiliate), officer, employee, trustee, trade creditor, customer, supplier, member attorney, counsel or shareholder (or spouse, parent, sibling or child of the foregoing) of (i) a Member or the Company, (ii) a principal of a Member or the Company, (iii) any equitable or beneficial owner, partner, principal or affiliate of a Member or the Company or of a principal of any such Person, or (iv) any affiliate of any equitable or beneficial owner, partner, or principal of a Member or the Company or of a principal of any such Person; or

(ii)a creditor, customer, supplier or Person who derives any of its purchases or revenues from its activities with (i) a Member or the Company, (ii) a principal of a Member or the Company, (iii) any equitable or beneficial owner, partner, principal or affiliate of a Member or the Company or of a principal of any such Person, or (iv) any affiliate of any equitable or beneficial owner, partner, or principal of a Member or the Company or of a principal of any such Person.

A natural person who satisfies the foregoing definition other than subparagraph 9.1.2(a)(ii) shall not be disqualified from serving as Special Director of the Company if such individual who provides professional independent manager or director services (a “Professional Independent Director”) and other corporate services in the ordinary course of his business. A natural person who otherwise satisfies the foregoing definition other than subparagraph 9.1.2(a)(ii) by reason of being the independent manager or director of a “special purpose entity” affiliated with the Company shall not be disqualified from serving as Special Director of the Company if such individual is either (i) a Professional Independent Director or (ii) the fees that such individual earns from serving as Independent Director of affiliates of the Member or the Company in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

9.2Powers of the Board; Major Decisions.

9.2.1The Board shall have the right, power and authority to approve any and all actions consistent with the purpose of the Company that is permitted under this Agreement and under applicable law. Furthermore, the Board shall have the power to direct the Managing Member to undertake any action which, pursuant to the provisions of this Agreement would require approval of the Board if initiated by the Managing Member or any other Member, provided that if the action is a Major Decision, it shall require the consent of two-thirds (2/3) of all Directors; and, if so directed by the Board, the Managing Member shall follow such direction. Except as provided in this Agreement, no Member shall have any right, power or authority to act (as agent or otherwise) for, or to bind, the Company in any manner (other than as expressly provided herein).

9.2.2Subject to the authority, direction and supervision of the Board and the remaining provisions of this Agreement, the day-to-day administration of the Company’s business (including the role of the Company as a member of any Owner and the Company’s performance of the obligations of the Company under any contract to which the Company is a party) shall be conducted by the Managing Member. The Managing Member shall devote such time to the Company as shall be necessary in its sole and absolute discretion to conduct the Company’s business and to carry out its duties and responsibilities under this Agreement for the furtherance of the Company’s business. Except as otherwise directed or approved by the Board, the Managing Member shall cause compliance by the Company with the terms and conditions of any contract to which the Company is a party and enforce compliance by the other party to such contract with the Company.

9.2.3The Managing Member shall use commercially reasonable efforts in good faith to comply with, and to administer the Company in conformance with any Business Plan and Approved Budget and the decisions and directives of the Board. Actions that result in expenses for any Property in a calendar quarter that do not increase the aggregate expenses for that Property in that calendar quarter by more than five percent (5%) above the aggregate expenses budgeted in the Approved Budget for that Property for that quarter shall be deemed to be in compliance with an Approved Budget. The Managing Member shall not take any action which constitutes a Major Decision without Approval of the Board.

9.2.4Neither the Managing Member nor the Board shall have authority to do any of the following (each of which is deemed a Major Decision) without first obtaining the written approval of affirmative vote at a meeting of the Board of at least two-thirds (2/3) of all Directors (which approval may be effected at a meeting, or by written consents (which can be effected through electronic or facsimile transmission)):

(i)Cause the Company or any Owner to enter into any purchase, lease or other acquisition of (a) any hotels; or (b) any real property; (c) any stock or other equity interests of or in another person or entity; or (d) any personal property (other than ordinary course operating supplies) for any one Property with a value in excess of $10,000 in the aggregate in any calendar year unless the expenditure is approved in an Approved Budget.

(ii)Cause the Company or any Owner to enter into any sale, lease, exchange or other transfer or disposition of (a) any of the Properties or (b) any real property;

(c) any transfer of the ownership interests in any Owner, or substantially all of the assets of any Owner, as part of a single transaction or plan or in integrated multiple transactions.

(iii)Amend this Agreement or the certificate of formation of the Company or approve the amendment of any of the operative organizational documents of any Owner.

(iv)Change, or approve a change in, the purpose or nature of the business of the Company or any Owner.

(v) Change the Company or any Owner to any other legal form.

(vi)Cause the Company or any Owner to engage any Management Company (other than Red Lion Hotels Management, Inc.), or to terminate the Management Contract for any of the Properties; or to amend or terminate any Management Contract for any of the Properties.

(vii)Cause the Company or any Owner to (a) enter into any Material Contract for which the contract expenditure has not been included in an Approved Budget or Business Plan, or (b) amend any Material Contract to increase the expenditure required by the Company in excess of the amounts approved in an Approved Budget or Business Plan, or (c) enter into any partnership or joint venture agreement.

(viii)Cause the Company or any Owner to enter into any agreement that is not related to the operations or ownership of the assets of the Company or the Owners.

(ix)Admit a new Member to the Company or to any Owner, or cause the Company or any Owner to issue (or grant any option for) any additional Member Interest (or any obligation or instrument convertible into an additional Member Interest) to any Person, or to redeem any Member Interest.

(x)Cause any merger or reorganization of the Company or any Owner with another limited liability company, corporation, general partnership, limited partnership, or other entity.

(xi)Change the Managing Member of the Company or the managing member, manager, or general partner of any Company.

(xii)Liquidate, dissolve, wind-up or terminate the business of the Company or any Owner (except for termination of the business of a subsidiary after a sale of all of the assets of such subsidiary).

(xiii)Call for capital or any loans to be funded to the Company or any Owner if not specifically stated in the Business Plan.

(xiv)Approve or amend any Business Plan or Approved Budget (operating and capital) of the Company or any Owner.

(xv) Make expenditures for capital improvements, provided that:

(a) such approval shall not be required for capital improvements that are included in an Approved Budget or Business Plan; (b) Managing Member may cause the Company or Owner make capital expenditures that are reasonably required to address emergency situations posing a risk of imminent harm to persons or property; and (c) Managing Member may authorize the Company or Owner to make capital expenditures not included in an Approved Budget or Business Plan for which the expenditure is less than $10,000 for any one Property in any one calendar year.

(xvi)Take any act or cause the Company or any Owner to do anything that which would cause a Member to incur personal liability for the obligations of the Company or any Owner, as applicable, without the prior written consent of such Member (which the Member shall have the right to withhold in the Member’s sole discretion).

(xvii)Do anything which would make it impossible to carry on the ordinary business of the Company or any Owner.

(xviii)Confess (or enter into any agreement to confess) a judgment against the Company or cause any Owner to confess (or enter into any agreement to confess) a judgment against the Company or any Owner.

(xix)Cause the Company or any Owner to borrow any money or to become obligated as a guarantor or surety for any Person or with respect to any obligation or assign or grant a security interest in any of the assets of the Company or any Owner.

(xx)Cause the Company or any Owner to give a mortgage, security interest or other encumbrance or pledge of all or any portion of any of the interests of the Company or Holdco in any Owner or in all or any portion of any of the Properties or on any other assets of the Company or Owner (other than ordinary course of business financing for any Owner for furniture, fixtures and equipment (FF&E) approved as part of an Approved Budget).

any Owner.

(xxi) Cause any prepayment of indebtedness of the Company or

(xxii)Establish any Cash Reserves not specifically provided for in the Business Plan or Approved Budget.

(xxiii)Cause any Distribution of Distributable Cash except as approved in an Approved Budget or provided for in a distribution policy adopted by the Board as a Major Decision.

(xxiv)Cause the Company or any Owner to enter into any transaction, including the rendering of services, between a Member or any Affiliate of a Member and the Company, other than those identified in this Agreement.

(xxv)Cause the Company or any Owner to commence or settle (or otherwise dispose of) any litigation, provided that such approval shall not be required to commence or settle any litigation: (a) for which insurance proceeds will cover the entire claim less a deductible that is part of an insurance program that has been Approved by the Board as a Major Decision; or (b) for which the cost to the Company is less than $50,000 in the aggregate for any single Property in any one calendar year.

(xxvi)Cause the filing, or consent to the filing of, on behalf of the Company or any Owner, of a petition or other similar action in bankruptcy or similar proceeding for Company or any Owner (including: filing an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature or

otherwise seeking any relief under any laws relating to the relief from debts or the protection of debtors generally; seeking, consenting to or acquiescing in the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Company or any Owner; making an assignment of its assets for the benefit of its creditors or an assignment of the assets of another entity for the benefit of such entity’s creditors; or taking any action in furtherance of the foregoing). Any action described in this subsection (xxvi) shall require the prior written consent of the Special Director.

elections.

(xxvii) Cause the Company or any Owner to make any tax

9.2.5The Managing Member shall give to all members of the Board prior notice of any meeting at which the Board will be asked to vote on any matter or action which constitutes a Major Decision.

9.2.6The Board shall hold meetings either in person or by video- conference or teleconference at least once per calendar quarter and, in addition, a meeting of the Board shall be held within five (5) business days of the request of any two of the Directors by notice to the Managing Member. Managing Member shall provide meeting minutes and meeting materials to the Directors.

9.2.7The Members and the Board hereby approve the retention of RLH Management as the Management Company pursuant to a Management Contract with each Owner owning one of the Properties, and the payment of fees and other amounts as described in the Management Contracts. The Company shall exercise its voting and other control to cause Holdco to cause the other Owners as applicable, to retain RLH Management as its Management Company.

(a)The prior approval of the Board as a Major Decision shall be required for any instance in which an Owner takes action (i) to provide approval, consent, agreement, or exercise of any termination right in connection with a Management Contract, or

(ii)to provide approval, consent, agreement for, or enter into, or to terminate any franchise agreement.

(b)Notwithstanding any other provision of this Agreement, as long as the Management Company is either an Affiliate of the RLH Member or the RLH Member or any Affiliate of the RLH Member has directly or indirectly an ownership interest in the Management Company all decisions relating to (i) the exercise of any consent, approval, option or election of an Owner under a Management Contract, or (ii) making any claim (or exercising any remedies) against the Management Company or commencement (or settlement) of any action to enforce or decision to terminate a Management Contract as a result of a default in the obligations of the Management Company under the Management Contract, shall be made and exercised by the Board with approval of a majority of the Directors appointed by the Shelbourne Member and the Independent Director, without a vote by the Directors appointed by the RLH Member. Subject to the preceding sentence, RLH Management shall not be terminated as the Management Company without the approval of the Board as a Major Decision. For the avoidance of doubt,

this provision shall not apply to limit the right of the Directors appointed by the RLH Member to participate in the approval of a budget as a Major Decision.

(c)Notwithstanding any other provision of this Agreement or in any Management Agreement, if the Properties have not met the following performance-based test, the Company shall have the right (through its wholly-owned subsidiary, Holdco and through Holdco’s ownership of the Owners) to cause the Owners to terminate the Management Contracts with the Management Company (without payment of any termination fee) upon decision by the Board with approval of a majority of the Directors appointed by the Shelbourne Member and the Independent Director, and without a vote by the Directors appointed by the RLH Member:

(i)Performance Test. If for any two consecutive six-month periods (each six-month period is an “Operating Period”) beginning with the first day of the second Full Operating Year (as defined in the Management Contract) (each two consecutive six- month period is a "Testing Period"), each of the following occurs in both of such Operating Periods: (a) the aggregate Gross Operating Profit (as defined in the Management Contract) achieved by the Properties for each Operating Period is less than 90% of the aggregate Gross Operating Profit set forth in the Approved Business Plan for such Operating Period, and (b) the average RevPAR for all of the Properties for each such Operating Period is less than 90% of the average RevPAR for hotels in the Competitive Set for the same Operating Period (collectively, the "Performance Test"). If no Approved Business Plan has been approved by the Parties for any Operating Year (as defined in the Management Contract), the applicable Approved Business Plan for purposes of computing the Performance Test shall be that from the preceding Operating Year. As promptly as reasonably possible after the end of each Testing Period, the Managing Member shall obtain the relevant RevPAR reports (i.e., STAR Reports from STR Global) and provide to the Members such RevPAR reports and the Gross Operating Profit information needed to confirm whether the Performance Test has been achieved for such Testing Period. If the Performance Test is not achieved for any Testing Period, then the Company (subject to the provisions regarding decisions of the Board as set forth in Section 9.2.7(b)) may exercise its right to cause the termination of the Management Contracts for all of the Properties by delivering a notice of termination to Management Company given within sixty (60) days after receipt by the Company of the certified financial statements for the Properties for the second such Operating Period, specifying a termination date not less than sixty (60) days nor more than one hundred- twenty (120) days after the delivery of such notice. Notwithstanding the foregoing, the Company's right to cause termination of Management Contracts under this Section 9.2.7(c) shall not be exercisable if the applicable level of aggregate Gross Operating Profit or the applicable relative RevPAR results is not achieved as a result of: (i) Force Majeure (as defined in the Management Contract) affecting the Properties, (ii) a failure of Owners to fund a Funds Request that Section 5.5.2 of the Management Contract requires Owners to fund, or (iii) the performance of approved Building Capital Improvements (as defined in the Management Contract) or ROI Capital Improvements (as defined in the Management Contract) adversely affecting a material portion of the income generating areas of the Properties or any other area material to the operation of the Properties ).

(ii)Cure Right. Notwithstanding anything to the contrary in this Section 9.2.7(c), if Company causes a notice of termination to be given pursuant to Section

9.2.7(c)(i), the Management Company shall have the right, but not the obligation, to pay to the Company, within sixty (60) days after receipt by Management Company of such termination notice, an amount equal to the difference between: (a) 90% of the aggregate Gross Operating Profit set forth in the Operating Plan for the Test Period giving rise to Company's right to cause the termination, and (b) the actual aggregate Gross Operating Profit for such Operating Period. If Management Company timely makes such payment, Company's notice of termination shall be deemed withdrawn for the Testing Period on which such notice of termination was based.

(iii)Competitive Set. Schedule 9.2.7(c) lists a set of competitive hotels for each of the properties (the "Competitive Set") for the purposes of the Performance Test. If a material change to any hotel in the then existing Competitive Set occurs, including the cessation of operation of a hotel, or a material change in the standards of operation of a hotel, then either the Company (by decision of by decision of a majority of the Directors appointed by the Shelbourne Member and the Independent Director) or the Management Company may request the replacement of such hotel in the Competitive Set, provided the replacement hotel has been in operation for at least three full years. The Initial Competitive Set as agreed upon as of the Effective Date by the Company (by decision of by decision of a majority of the Directors appointed by the Shelbourne Member and the Independent Director) and the Management Company shall constitute the Competitive Set as of the Effective Date. The Competitive Set shall be reviewed by the Company and the Management Company as part of the process for the Company’s approval of the Approved Business Plan and only amended with the approval of the Company (by decision of by decision of a majority of the Directors appointed by the Shelbourne Member and the Independent Director) and the Management Company.

(d)Notwithstanding any other provision of this Agreement, as long as the franchisor with whom an Owner is to enter, or has entered into, a franchise agreement is either an Affiliate of the RLH Member or the RLH Member or any Affiliate of the RLH Member has directly or indirectly an ownership interested in the franchisor all decisions relating to (i) entering into a franchise agreement with such franchisor, (ii) the exercise of any consent, approval, option or election of an Owner under a franchise agreement with such franchisor, or

(iii)making any claim (or exercising any remedies) against such franchisor or commencement (or settlement) of any action to enforce or decision to terminate a franchise agreement with such franchisor as a result of a default in the obligations of such franchisor under the franchise agreement with such franchisor, shall be made and exercised by the Board with approval of a majority of the Directors appointed by the Shelbourne Member and the Independent Director, without a vote by the Directors appointed by the RLH Member. If the Company and the Management Company are unable to agree on an amendment to the Competitive Set, it will be determined by the alternative dispute procedure set forth in Article 17 of the Management Contract

9.3 Resignation or Removal of the Managing Member.

9.3.1The Managing Member may resign at any time upon written notice to the Company and the Members. If the Managing Member is a Member, resignation of the Managing Member shall have no effect on such Member’s rights or interest as a Member.

9.3.2The Member which is not the Managing Member (the “Removing Member”) shall have the right to remove the Managing Member by written notice to the Managing Member (a “Removal Notice”) and become the Managing Member upon the occurrence of any one or more of the following (each a “Company Removal Event”):

(i)the Managing Member has committed fraud, willful misconduct, or the misappropriation of funds. The actions of employees of the Managing Member who commit fraud, willful misconduct or the misappropriation of funds shall not be imputed to the Managing Member for purposes of this section unless: (1) the actions are taken by a person who is a member of the board of directors of the Managing Member or one of the RLHC Senior Management; (2) the acts or omissions that constitute fraud, willful misconduct, or the misappropriation of funds resulted from the gross negligence, willful misconduct or fraudulent acts of one or more members of the board of directors of the Managing Member or one or more of the RLHC Senior Management in supervising such employee; or (3) the Managing Member, promptly after learning of the act or omission that constitutes fraud, willful misconduct, or the misappropriation of funds and the identity of the employee responsible for such act or omission, fails to terminate the employee responsible for such act or omission;

(ii)the Managing Member has committed gross negligence or the material breach of this Agreement which breach, if curable, has not been cured within thirty (30) days after notice of such breach to the Managing Member, so as to have no material adverse effect on the Company or the Shelbourne Member provided that if the breach can be cured by the payment of money in a determinable amount, the Managing Member shall be required to pay that amount to effect the cure;

(iii)while the Management Company is an Affiliate of the Managing Member, or any other Affiliate of the Managing Member is engaged by the Company or an Owner to perform services for the Company or any Owner, in the event that any executive of the Management Company or such other Affiliate who holds a position as a director or a more senior level executive commits fraud, willful misconduct, or the misappropriation of funds, gross negligence, or the material breach of the Management Contract (or such other agreement) and which breach, if curable has not, within thirty (30) days after notice of such breach to the Managing Member, been cured so as to have no material adverse effect on the Company or the Shelbourne Member provided that if the breach can be cured by the payment of money in a determinable amount, the Managing Member shall be required to pay that amount to effect the cure. The Managing Member shall have the same responsibility for other employees of the Management Company or such other Affiliates and it shall be a Company Removal Event if any of these actions are determined to have been committed by such other employees and the Management Company does not promptly take steps to terminate the employment of those persons;

(iv)the taking by the Managing Member of a Major Decision, without first obtaining Board approval, unless: the action is ratified by the Board by the same vote as was required for the action as a Major Decision within thirty (30) days after notice to the Managing Member; or is cured by the Managing Member so as to have no material adverse effect on the Company or the Shelbourne Member provided that if the breach can be cured by the

payment of money in a determinable amount, the Managing Member shall be required to pay that amount to effect the cure;

(v) the Bankruptcy of the Managing Member; or

(vi)the Bankruptcy of the Management Company (while the Management Company is an Affiliate of the Managing Member).

9.3.3The Removing Member may exercise such rights of removal and termination by giving Notice thereof (a “Removal Notice”) to the Managing Member and any other Member. Any removal of the Managing Member pursuant to this Section 9.3 shall be effective as of the date the Removal Notice is given or such later date as the Removing Member shall have specified in the Removal Notice (“Removal Date”). Upon such removal of the Managing Member, the Removing Member shall become the replacement Managing Member.

9.3.4In the event that the Managing Member provides a written notice of its objection to the removal within ten (10) days following receipt of the Removal Notice, the dispute shall be resolved by arbitration in accordance with Section 24.

9.3.5If the RLH Member is removed as Managing Member because a person who is a member of the board of directors or one of the RLHC Senior Management committed fraud, willful misconduct or misappropriation of funds or because of the Bankruptcy of the Managing Member, then, notwithstanding any other provision of this Agreement, the RLH Member and all Directors who have been chosen by the RLH Member shall no longer have any voting, consent or approval rights with regard to actions of the Company (including, without limitation, any action of the replacement Managing Member) and the vote of an independent Director shall not be required for any vote of the Board on a decision for which this Agreement otherwise requires a Board vote.

9.4RLH Member Listing. The Members recognize that the RLH Member is an affiliate of one or more entities that is subject to reporting, notice and other procedural requirements imposed by the New York Stock Exchange or other exchanges on which its securities are listed or reported (in each case, the “Exchange”), and that actions taken by the RLH Member must comply with such requirements. In recognition of this fact, the Board shall, as part of its approval of any action by the Company, take all reasonable steps (to the extent that they do not adversely affect the rights of the Shelbourne Member or impose additional obligations on the Shelbourne Member) to accommodate the RLH Member’s compliance with such reporting, notice and other procedural requirements of the Exchange, which may require, among other things, providing adequate time (i) for public notice of actions or events and (ii) for the process of obtaining internal approvals by the RLH Member and its Affiliates. Moreover, the Board members selected by the RLH Member shall be authorized to condition their approval or the timing of any action requiring Board approval to accommodate the RLH Member’s compliance with reporting, notice and other procedural requirements of the Exchange.

9.5 Special Rules for Owners.

9.5.1It is the intention of the Members that the legal and economic agreement between the Members embodied in this Agreement shall govern and control, whether a Company asset is owned directly by the Company or is owned through an ownership interest in an Owner. The Business Plan for the Company shall include the Business Plan of each Owner.

9.5.2 In addition, the following shall apply to each Owner:

(a)if the partnership agreement, limited liability company agreement or similar agreement for an Owner requires the Company, as a partner or member in such Owner, to approve any matter which, had it been undertaken by the Company, would have required approval of the Member, then such matter shall be deemed approved by the Company if, and only if, such matter is approved in accordance with the provisions of this Agreement (including those regarding any matter that would be a Major Decision) as if such matter was being untaken by the Company; and

(b)the Owners will obtain third party equity or debt, including first mortgage financing on Properties and any such equity or debt will pertain to the Owners of the Properties and not the Company.

9.6 Deadlocks; Buy/Sell.

9.6.1If, after the expiration of the Buy-Sell Lockout Period, either (a) there is an Unresolved Deadlock, or (b) the RLH Member or the Shelbourne Member shall elect to trigger a buy/sell as between the Members, then either Member may initiate (“Initiating Member”) the buy-sell procedures of this Section 9.6 (“Buy/Sell”). (An “Unresolved Deadlock” shall mean the Board is deadlocked and unable to reach agreement on any matter that requires agreement of the Directors as a Major Decision or consent or approval of the Board, the matter shall have been submitted by the Members to an individual mediator mutually agreeable to the Members, for purposes of attempting to resolve the deadlock, and (despite reasonable good faith efforts of the Members to mediate the dispute such mediation does not resolve the deadlock within thirty (30) days after submission to the mediator) the dispute is not resolved.).

9.6.2The Initiating Member shall commence the Buy/Sell by giving written notice (a “Buy/Sell Notice”) to the other Member (in such capacity, the Member receiving the Buy/Sell Notice shall be referred to as the “Receiving Member”) specifying the cash price, conditions and terms on which the Initiating Member would be willing to purchase an undivided one hundred percent (100%) interest in the Company (“Total Price”).

9.6.3Within 60 days after the receipt of the Buy/Sell Notice, the Receiving Member shall then be obligated to notify the Initiating Member (“Receiving Member Notice”) of its irrevocable acceptance of the Initiating Member’s offer by electing either:

(a) to sell to the Initiating Member all of its Member Interests; or

(b) to buy the Initiating Member’s aggregate Member Interests,

at a cash price (in the case of either of the foregoing (a) or (b)) equal to the aggregate net cash proceeds which such Receiving Member (in the case of the foregoing (a)) or Initiating Member (in the case of the foregoing (b)) would receive under the liquidating distribution provisions set forth in Section 12 if all of the assets of the Company were sold for cash to a third party, all allocations of items of income, gain, loss or deduction were made pursuant to this Agreement, and the Company received cash sales proceeds equal to the Total Price less normal and customary closing costs.

9.6.4If the Receiving Member is unable to agree as to whether to buy or sell, or upon the failure of the Receiving Member to return the Receiving Member Notice within 60 days of its receipt of the Buy/Sell Notice, the Receiving Member shall be deemed to have made an election to sell to the Initiating Member all of its Member Interests. Such election shall be deemed to occur on the 61st day following the Receiving Member’s receipt of the Buy/Sell Notice.

9.6.5Once an election has been made or deemed to have been made with respect to a Buy/Sell Notice (the date of such election, the “Election Date”), the Member who has elected to purchase the other Member’s Member Interests (“Buying Member”) shall deposit, within ten (10) Business Days of such election or deemed election with a nationally recognized title insurance company, designated in the Buy/Sell Notice, unless otherwise designated by the Member selling its Member Interests (“Selling Member”) five percent (5%) of the amount described in Section 9.6.3 (“Purchase Price”) as a nonrefundable deposit. The Selling Member shall execute such commercially reasonable documentation as is requested by Buying Member to transfer the Selling Member’s Member Interest. The Buying Member shall have 90 days from the Election Date to consummate the purchase and sale. At the closing, the amount of the Purchase Price (less the amount of any deposit) shall be paid in cash by the Buying Member. The Company and the Member who is not the Buying Member in a Buy/Sell transaction under this Section shall each use their commercially reasonable efforts to facilitate the consummation of the closing contemplated hereunder.

9.6.6Failure by the Selling Member to take those actions necessary to consummate the closing of the purchase and sale contemplated by this Section 9.6 shall constitute a default under this Agreement by the Selling Member, in which case the Buying Member, as the non-defaulting Member, shall be considered to have been granted a power of attorney to act on behalf of the defaulting Member and the Company to take such actions as are reasonably necessary to consummate such purchase and sale (in addition to any other remedies the Buying Member may have under this Agreement for default by the Selling Member).

9.6.7Failure by the Buying Member to tender the full amount of the Purchase Price in cash by the period prescribed above or otherwise to take such actions as are necessary timely to consummate such purchase shall constitute default by the Buying Member and shall (i) entitle the Selling Member to be paid and retain the non-refundable deposit, and (ii) give the Selling Member the right, but not the obligation, to become the Buying Member in the contemplated transaction; provided, however, the new Buying Member shall (A) have sixty (60) days from the originally scheduled closing to consummate its purchase and (B) be entitled to make such purchase at ninety-five percent (95%) of the price provided in Section 9.6.3(a) or (b),

as applicable. If the new Buying Member shall fail to consummate its purchase within such sixty

(60) days, then the Buy/Sell process shall be deemed terminated as between Buying Member and Selling Member without prejudice to the right of either Member to invoke a new Buy/Sell.

9.6.8Notwithstanding anything to the contrary set forth in this Section 9.6, the Buy/Sell provisions of this Section 9.6 may be amended at any time by Managing Member if and to the extent that such amendment is required to comply with the

listing requirements of the New York Stock Exchange and approved by the Board, provided, that the Managing Member shall not revise any of the provisions of this Section 9.6 if the effect of doing so would be to materially and adversely impact the economic rights of a Member or materially amend the terms of this Agreement.

9.6.9In any purchase by the Shelbourne Member pursuant to this Section 9.6, the RLH Member shall (a) cause to be assigned (to the extent they are assignable) to the Shelbourne Member or its Affiliate any permits and licenses that may be held for any of the Properties in the name of the Management Company or its Affiliate, any Affiliate of the Company, or any Affiliate of the RLH Member, and (b) cause such entities to cooperate with the Shelbourne Member and its Affiliate in the transition of permitting and licensure for the Properties.

9.7 Conflict of Interest.

9.7.1The Managing Member may employ on behalf of the Company such Persons as it deems advisable for the operation and management of the business of the Company on terms and for such compensation as it may determine but only with the prior approval of the Board as a Major Decision (and, in the case of, of a Person who is an Affiliate of a Member or in whom either a Member or an Affiliate of a Member has directly or indirectly an ownership interested in the Person, then the decision of the Board shall be a Major Decision but also require approval of a majority of the Directors who were appointed by the Member which does not (and whose Affiliate) does not have an ownership interested in the Person. Any such Person may also be employed or retained by either Member in connection with other business ventures of the Managing Member or its employees or Affiliates.

9.7.2The fact that the Managing Member, or an employee or Affiliate of the Managing Member, is directly or indirectly interested in or connected with any person, firm or corporation employed by the Company or from whom the Company, with prior Board approval, may borrow money or buy merchandise, services or other property, shall not prohibit the Managing Member from employing or from dealing with such person, firm or corporation on behalf of the Company with prior Board approval, but in such case the Board approval shall be that as applies to a Major Decision.

9.8Member Approval. No annual or regular meetings of the Members are required to be held. If such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Act. Unless otherwise provided in this Agreement, approval of the Members means the approval of a Majority In Interest of the Members. To the extent permitted by the Act, any action required or

permitted to be taken at a meeting of the Members or the Board, as the case may be, may be taken without a meeting by written action signed by the number of Members or Directors who would be required to take the same action at a meeting of the Members or Board at which all Members or Directors were present. The written action is effective when signed by the required number of Members or Directors, unless a different effective time is provided in the written action.

9.9Execution of Documents. In order to document actions authorized or permitted by this Agreement, each check, contract, deed, lease, promissory note, deed of trust, escrow instruction, bond, release or any other documents of any nature whatsoever, in any way pertaining to the Company or on behalf of the Company, shall be signed by the person or persons designated from time to time by the Managing Member.

9.10 Liability/Indemnification.

9.10.1Neither any Member nor any Director shall be liable, responsible or accountable in damages or otherwise to the Company or to the other Members or Directors for any acts performed within the scope of the authority conferred on such Member or Director by this Agreement, except for such Member’s or Director’s gross negligence, willful misconduct or breach of fiduciary duty. The Company shall indemnify and hold harmless the Members and Directors (individually, each an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, brought against, or threatened against, such Indemnitee by reason of the fact such Indemnitee was a Member or Director of the Company. Such indemnification shall be provided regardless of whether the Indemnitee continues to be a Member or Director at the time any such liability or expense is paid or incurred.

9.10.2Expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 9.10, shall from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that such person is not entitled to be indemnified under this Section 9.10.

9.10.3The indemnification provided by this Section 9.10 shall be in addition to any other rights to which the Indemnitee may be entitled under any agreement, vote of the Members, as a matter of law or equity or otherwise and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

9.10.4The Company shall purchase and maintain insurance, at the Company’s expense, on behalf of the Members, Directors, the Managing Member and such other persons as the Managing Member shall reasonably determine against any liability that may be asserted against, or any expense that may be incurred by, such persons in connection with the activities of the Company and/or the acts or omissions of such persons regardless of whether the

Company would have the power to indemnify such persons against such liability under the provisions of this Agreement.

9.10.5Any indemnification under this Section 9.10 shall be satisfied solely out of the assets of the Company. No Member shall be subject to personal liability or required to provide any funds, or to cause any funds to be provided, to Company to satisfy any indemnification obligation of the Company under this Section 9.10.

9.11Compensation of the Directors and the Managing Member. Except for the reimbursement of expenses provided in Section 13.5 and any services provided by the Managing Member pursuant to a written agreement entered into between the Company and the Managing Member, the Directors and the Managing Member shall receive no compensation for services rendered to the Company.

9.12No Withdrawal of Members. No Member shall have the right to withdraw from the Company.

9.13Umbrella Insurance To Be Maintained by RLH Member. The Company will maintain primary and excess liability insurance coverage with limits of not less than $75 million, covering the Company, Holdco and the Owners, and if permitted by the insurance carriers, the RLH Member shall arrange for the Company, Holdco and the Owners to be additional insureds on coverage maintained by the RLH Member with limits of not less than $75 million, in which event the Company will pay a reasonably allocated share of the premiums for such coverages.

10. RESTRICTIONS ON TRANSFER; NEW MEMBERS.

10.1Limitations on Transfers. Except as set forth in Sections 10.2 and 10.3 below, no Member shall for any reason, whether voluntarily, involuntarily or by operation of law, Transfer all or any of such Member’s Member Interest, without the prior written consent of the Members. (For purposes of this Section 10, a Transfer subject to this Section 10 shall include the Transfer of all or substantially all of the ownership interests in or the control over a Member, and in such case, the provisions of this Section 10 shall treat such Transfer as if it is a transfer of all of the Member Interests of the Member the ownership interests in or control of which are the subject of the Transfer.) Notwithstanding the foregoing or any other provisions contained in this Agreement, under no circumstances shall any Member Transfer, or enter into any agreement or arrangement contemplating a Transfer, of any portion of such Member’s Member Interest if the proposed Transfer would violate the terms of (a) any loan agreement to which the Company or Owner is party, (b) any loan secured by any Property, or (c) any guaranty of any obligations of the Company or Owner given to a third party lender providing a loan secured by any of the Properties. Any Transfer not expressly permitted in this Agreement shall be null and void. A transferee of a Member Interest shall have the right to become a substitute Member only if (i) consent of the Members is given (if required), (ii) such person executes an instrument satisfactory to the Members accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with his or her admission as a substitute Member. The admission of a substitute Member shall not release the

Member who assigned the Member Interest from any liability that such Member may have to the Company.

10.2Excluded Transfers. The provisions of Sections 10.1, 10.3 and 10.4 shall not apply to: (a) any Transfer by a Member of any of its Member Interests to an Affiliate of such Member; (b) in the case of the RLH Member, any purchase of any of the stock of the RLH Member; or (c) in the case of the Shelbourne Member, (i) any Transfer of any direct or indirect ownership interests in the Shelbourne Member by one or more of the direct or indirect owners of the Shelbourne Member to any one or more other direct or indirect owners of the Shelbourne Member, (ii) any Transfer of any direct or indirect ownership interests in the Shelbourne Member or in any owner of the Shelbourne Member that is not described in the foregoing (i) or

(ii) and does not constitute a Transfer of control of the Shelbourne Member. Notwithstanding any other provision of this Section 10, while the CS Loan is outstanding no Transfer of Member Interests shall occur unless either (x) it is a Permitted Transfer (as that term is defined in the Loan Agreement for the CS Loan) or (y) it has the prior written consent of the Agent (as that term is defined in the Loan Agreement for the CS Loan).

10.3 Right of First Offer for Member Interests.

10.3.1No Member shall solicit, offer or accept any proposal to Transfer all or any portion of such Member’s Member Interest without first offering the same to the other Member in accordance with this Section 10.3.

10.3.2If at any time and from time to time (1) a Member desires to offer all or any part of the Member’s Member Interest for Transfer to any third party not Affiliated with such Member or (2) a Member receives from a third-party purchaser not Affiliated with such Member a bona fide written offer for the purchase of all or any part of the Member’s Member Interest on terms which such Member desires to accept (the terms of such offer, in the case of either (1) or (2), including the share of the Member’s Member Interest to be the subject of the proposed Transfer, the applicable sales price, method of payment of the sales price, anticipated closing date measured from the date of any to-be-executed contract, and any other

material specified terms of the offer being herein called, in the aggregate, the “Transfer Offer”), then the Member desiring so to make or accept the Transfer Offer (the “ROFO InitiatingMember”) shall provide written notice of the terms of such Transfer Offer (the “ROFO SaleNotice”) to the other Member (the “ROFO Non-Initiating Member”) (The share of the ROFO Initiating Member’s Member Interest offered in the Transfer Offer is the “ROFO Offered Interests”. The Transfer Offer offered to the ROFO Non-Initiating Member is the “ROFO Offer”.)

10.3.3The ROFO Non-Initiating Member shall have thirty (30) days from the date of the ROFO Sale Notice (the “ROFO Response Period”) to provide written notice to the ROFO Initiating Member of the ROFO Non-Initiating Member’s election to accept the

ROFO Offer.

10.3.4If the ROFO Non-Initiating Member elects to accept the ROFO Offer, then the Members shall consummate the Transfer on the terms of the ROFO Offer.

10.3.5If the ROFO Non-Initiating Member does not elect to accept the ROFO Offer, then for a period of up to six (6) months following the expiration of the Response Period (the “Transfer Sale Period”) the ROFO Initiating Member shall have the right to consummate and close with a third-party purchaser not Affiliated with such Member the Transfer of the ROFO Offered Interests at a price that is at least ninety-five percent (95%) of the price set forth in the ROFO Offer and otherwise on terms that are no more advantageous to the third-party purchaser than in the ROFO Offer. If the ROFO Initiating Member is unable within such Transfer Sale Period to consummate and close with a third-party the purchaser the sale of the Member Interests at a price that is at least ninety-five percent (95%) of the price set forth in the ROFO Offer and otherwise on terms that are no more advantageous to the third-party purchaser than in the ROFO Offer, then the ROFO Initiating Member must again submit a new offer to the Non-Initiating Member under the terms of this Section 10.3 before the ROFO Initiating Member may solicit, offer or accept any proposal to Transfer any of the Member Interests of the ROFO Initiating Member to any third party not Affiliated with such Member.

10.4Title. Upon any Transfer of Member Interests in the Company made in accordance with the terms of this Agreement, the transferee shall take, own, hold and Transfer such Member Interests in the Company pursuant and subject to each and all of the provisions, conditions and covenants of this Agreement, as fully as if such transferee were designated as a Member herein. As a condition precedent to any Transfer of Member Interests in the Company, the transferee shall agree in writing to be bound by all provisions of this Agreement.

10.5No Dissolution. If a Member Transfers all or any part of its interests in the Company without complying with the provisions of this Agreement, such action shall not cause or constitute a dissolution of the Company.

10.6New Members. No new Member may be admitted into the Company without the consent of the Members. No new Member shall be issued any Member Interest in return for services.

11.PURCHASE OF MEMBER’S INTEREST UPON BANKRUPTCY O F AMEMBER.

11.1Rights to Purchase Upon Bankruptcy of a Member. Upon the Bankruptcy of a Member (a “Termination Event”), the Company and/or the Member other than the bankrupt Member (the “Other Member”) shall have the right to purchase, and the bankrupt Member’s estate or legal representative (collectively, the “Former Member”) shall sell, all or any portion of the Former Member’s Member Interest in the Company, as set forth in the following sections:

11.2Right to Purchase Forme r Member’s M ember Int e rest b y Compan y and/orOther Member. Within thirty (30) days after the fair market value of the Former Member’s Member Interest has been determined in accordance with Section 11.3 (the “Company Acceptance Period”), the Company (as determined by the Other Member) or the Other Member shall notify the Former Member in writing (the “Termination Event Notice”) of the Company’s or the Remaining Member’s desire to purchase all or a portion of the Former Member’s Member Interest, in which case, the Company or the Other Member, as applicable, shall purchase and the

Former Member shall sell, the Former Member’s Member Interest, in accordance with this Article 11. The failure of Company or the Other Member to submit a Termination Event Notice within the Company Acceptance Period shall constitute an election on the part of the Company and the Other Member not to purchase any of the Former Member’s Member Interest. A Termination Event Notice shall specify the amount of the Former Member’s Member Interest that the Company or the Other Member, as applicable, desires to purchase. If the Company and the Other Member do not collectively elect to purchase all of the Former Member’s Member Interest, the Former Member’s heirs or successors in interest (collectively, “Successor”), as the case may be, shall retain any portion of the Former Member’s Member Interest not so purchased by the Company and/or the Other Member. Such Successor shall not have the power or authority to conduct Company business.

11.3Purchase Price. The purchase price for all of the Former Member’s Member Interest shall be the fair market value of the Former Member’s Member Interest as determined by an independent third party appraiser with at least ten (10) years’ experience valuing company ownership interests and who is acceptable to the Board in their reasonable discretion within thirty (30) days following delivery of notice by the Company or the Other Member requesting determination of such fair market value. If an appraiser is not agreed upon by the Board, then the selection of an appraiser meeting the foregoing criteria shall be promptly submitted to the American Arbitration Association for a determination in accordance with its rules. The parties shall use their best efforts to obtain an expedient determination of fair market value. The fees of the appraiser and any arbitrator(s) and the costs to be paid to the American Arbitration Association shall be paid fifty percent (50%) by the Other Member or the Company, as applicable, and fifty percent (50%) by the Former Member.

11.4Payment of Purchase Price. The Company and/or the Other Member, as the case may be, shall pay to the Former Member at the Closing (as hereafter defined) one-fifth (1/5) of the purchase price for the Former Member’s Member Interest being acquired, with the balance of the purchase price to be paid to the Former Member in four (4) equal annual principal installments, plus accrued interest, each year on the anniversary date of the Closing. The unpaid principal balance shall accrue interest at the current applicable federal rate as provided in the Code for the month in which the initial payment is made, but the Company and/or the Other Member, as the case may be, shall have the right to prepay the balance of the promissory note(s) referenced below in full or in part at any time without penalty. The obligation of the Other Member and/or the Company, as applicable, to pay its respective portion of the balance due shall be evidenced by a separate promissory note executed by the Other Member and/or the Company, as applicable. Each such promissory note shall be in an original principal amount equal to the portion owed by the Other Member or the Company, as applicable. The promissory note executed by the Other Member shall be secured by a pledge of that portion of the Former Member’s Member Interest purchased by the Other Member.

11.5C losi ng of Purchas e of Former Membe r’s Inte rest. The closing for the sale of a Former Member’s Member Interest pursuant to this Article 11 (the “Closing”) shall be held at 10:00 a.m. at the principal office of Company no later than sixty (60) days after the determination of the purchase price, except that if the date of the Closing falls on a Saturday, Sunday or Colorado legal holiday, then the Closing shall be held on the next succeeding business

day. At the Closing, the Former Member shall deliver to the Company and/or the Other Member, as appropriate, an instrument of Transfer, containing warranties of title and no encumbrances, conveying the Former Member’s Member Interest purchased by the Company and/or the Other Member. The Former Member, the Company and/or the Other Member, as applicable, shall do all things and execute and deliver all papers as may be reasonably necessary fully to consummate such sale and purchase in accordance with the terms and provisions of this Agreement.

12. DISSOLUTION AND WINDING UP OF THE COMPANY.

12.1Dissolution of Company. The Company shall be dissolved upon the happening of any of the following events (each a “Dissolution Event”):

(a) The written consent of all of the Members;

(b) Entry of a judicial decree of dissolution pursuant to the Act; or

(c) The sale of substantially all of the Company’s assets.

12.2Winding Up of the Company. Upon dissolution of the Company, the Members shall wind up the affairs and liquidate the assets of the Company in accordance with the provisions of this Section and the Act. Net Profits, Net Losses, Nonrecourse Deductions, Member Nonrecourse Deductions and all other Company items shall be allocated until the liquidation is completed in the same ratio as such items were allocated prior thereto. The proceeds from liquidation of the Company when and as received by the Company shall be utilized, paid and distributed in the following order:

(a)First, to pay expenses of liquidation;

the Members;

(b) Next, to pay the debts of the Company to third parties other than

Members;

(c) Next, to pay the debts of the Company owing to creditors who are

(d)Next, to the establishment of any Cash Reserves (such Cash Reserves to be paid and distributed in accord with this Section 12.2 if and when no longer required);

(e)Finally, in accordance with the Distribution provisions set forth in Section 8.1 (for each Member, such Member’s “Final Distribution”).

12.3Right To Receive Property. The Members shall have no right to demand or receive property other than cash as Distributions.

12.4Target Final Balance. Notwithstanding anything herein to the contrary, the Company’s income, gain, losses, deductions and credits for the Fiscal Year or other period in which the Company dissolves and liquidates shall be allocated to and among the Members in a manner such that the Capital Account balance of each Member, immediately after giving effect

to such allocations, shall, as nearly as possible, equal such Member’s Final Distribution (as determined immediately prior to the time Distributions are made to any Member in respect of the Final Distribution). For purposes of this Section 12.4, the allocation provisions contained in this Agreement are intended to produce a final Capital Account balance for each Member (such Member’s “Target Final Balance”) that is equal to such Member’s Final Distribution and that to the extent that the allocation provisions of this Agreement would not produce the Target Final Balance for any Member, then this Agreement shall be automatically amended, and allocations of items of Company income (including gross income), gain, deductions and/or losses shall be made to and among the Members for the Fiscal Year or other relevant period in which the Final Distribution will be made (and, if and to the extent necessary, for any prior Fiscal Year or other period if the United States federal income tax return of the Company for such prior Fiscal Year or other period has not yet been filed or is still open and can be amended) as necessary to cause the respective positive Capital Account balance of each Member to be equal to such Member’s Target Final Balance. This Section 12.4 shall apply without regard to any allocation or re- allocation that may be required and/or imposed by the Internal Revenue Service or any other tax authority in any audit, proceeding or otherwise.

13. BOOKS AND RECORDS; EXPENSES.

13.1Books of Account. The Company shall, at the Company’s sole cost and expense, keep adequate books of account of the Company wherein shall be recorded and reflected all of the Capital Contributions and all of the income, expenses and transactions of the Company and a list of the names, addresses and number of Member Interests in the Company held by the Members in alphabetical order. The books and records shall be maintained in accordance with generally accepted accounting principles consistently applied, and each Member shall have complete access to the books and records of the Company upon providing reasonable notice to the Managing Member.

13.2Accounting and Reports. The Managing Member shall serve as the “Tax Matters Partner” and shall, at the Company’s sole cost and expense, cause federal and state returns for the Company to be prepared and filed with the appropriate authorities, and shall furnish to the Members, within one hundred twenty (120) days after the close of each Fiscal Year, such financial information with respect to each Fiscal Year as shall be reportable for federal and state income tax purposes. The Tax Matters Partner shall provide reasonable opportunity for the Board to review federal and state tax returns prior to filing.

13.3Banking. All funds of the Company shall be deposited in a separate bank account or accounts as shall be determined by the Managing Member and approved by the Board. All withdrawals therefrom shall be made upon checks signed by the person or persons designated by the Managing Member with approval of the Board.

13.4Accountants. The Managing Member shall select the accountants for the Company with approval of the Board.

13.5Expenses of Company. All direct out-of-pocket expenses actually and reasonably incurred by the Managing Member in conducting the Company’s business and either in an Approved Budget or otherwise approved by the Board shall be billed to and paid by the

Company or if paid by the Managing Member or a Member, the Managing Member or such Members may be reimbursed for such direct expenses without interest.

14.ADJUSTMENT OF BASIS ELECTION. In the event of a Transfer of any Member Interest in the Company (other than the transfer of the 45% Member Interest in the Company by the RLH Member to the Shelbourne Member described in Section 6.1), or in the event of a Distribution of the property of the Company to any Member, the Managing Member shall, at the request of the transferee Member, file an election, in accordance with Section 754 of the Code and applicable Treasury Regulations, to cause the basis of the Company’s property to be adjusted for federal income tax purposes, as provided in Sections 734, 743 and 754 of the Code.

15.WAIVER OF ACTION FOR PARTITION. Each of the Members hereby irrevocably waives, during the term of the Company, any right such Member may have to maintain any action for partition with respect to any property of the Company.

16.AMENDMENTS. Amendments to this Agreement may be made only if approved by a vote of a Majority In Interest of the Members.

17.EQUITABLE RELIEF. The rights granted to the parties hereunder are of a special and unique kind and character, and if there is a breach by any party of any material provision of this Agreement, the other parties would not have an adequate remedy at law. Therefore, the rights of the parties under this Agreement may be enforced by equitable relief as is provided under the laws of the State of Delaware.

18.NOTICES. Any and all notices, demands or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly delivered to another party only if served either by overnight courier service or if deposited in the United States first class mail, certified return receipt requested, postage prepaid at the address set forth on Exhibit Anext to each Member’s name. If such notice is sent by overnight courier service, service shall be conclusively deemed made at the time of written confirmation of receipt, if on or before 5:00 p.m. local time on a legal business day at the place of receipt, and if not, then on the next legal business day thereafter. If such notice, demand or other communication is given by mail, service shall be conclusively deemed made on the date shown on the return receipt as the date delivery was accepted or refused. The address for delivery of notices, demands or other communications for each Member is set forth on Exhibit Anext to each Member’s name. Any party hereto may change its address for the purpose of receiving notices, demands and other communications as herein provided by a written notice given in the manner aforesaid to the other party or parties hereto.

19.LEGAL REPRESENTATION. EACH MEMBER REPRESENTS AND WARRANTS THAT SUCH MEMBER HAS BEEN ADVISED THAT SUCH MEMBER MAY BE REPRESENTED BY COUNSEL OF SUCH MEMBER’S OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS AGREEMENT AND EACH MEMBER HAS CONSENTED TO THE JOINT REPRESENTATION BY COUNSEL FOR ALL MEMBERS IN THE PREPARATION OF THIS AGREEMENT. EACH MEMBER HAS READ THIS

AGREEMENT WITH CARE AND BELIEVES THAT SUCH MEMBER IS FULLY AWARE OF AND UNDERSTANDS THE CONTENTS THEREOF AND THEIR LEGAL EFFECT.

20.ATTORNEYS’ FE ES. Should any party hereto institute any action or proceeding at law or in equity to enforce any provision hereof, including an action for declaratory relief or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this Agreement, or any provision hereof, the prevailing party shall be entitled to recover from the losing party or parties reasonable attorneys’ fees and costs for services rendered to the prevailing party in such action or proceeding.

21.INDEPENDENT ACTIVITIES OF MEMBERS. Each Member may engage in or possess an interest in other business ventures of every nature and description, independently or with others, including, but not limited to, the ownership, financing, leasing, operation, management, syndication, brokerage and development of real property or any other investment asset or venture, and neither the Company nor the other Members shall have, and each of them hereby expressly waives, relinquishes and renounces any right by virtue of this Agreement in and to such independent ventures or to the income or profits derived therefrom.

22.INVESTMENT REPRESENTATIONS OF THE MEMBERS. Each Member, by executing this Agreement, hereby acknowledges, covenants, represents and warrants to the Company and the other Members, and each of them, as follows:

22.1Risks of Investment. Such Member realizes that such Member’s investment in the Company involves an element of substantial uncertainty as to the potential for profitability of the business of the Company.

22.2Income Tax Matters. The Company has not requested a tax ruling on behalf of the Company to the effect that the Company will be taxed as a partnership for federal income tax purposes, nor does the Company intend to request such a ruling. It is the intention of the Members that the Company be treated for federal income tax purposes as a partnership.

22.3Securities Matters. Such Member understands that the interests in the Company have not been registered with the Securities and Exchange Commission or qualified with any state securities agency, in reliance upon exemptions therefrom which are predicated, in part, upon the information previously provided by each of the Members and the following representations:

(a)Such Member understands that in addition to the restrictions imposed by applicable federal and state securities laws, the right to Transfer a Member Interest is restricted by the terms of this Agreement. No Transfer will be permitted if, in the opinion of counsel for the Company, such Transfer will violate applicable federal or state securities laws. The burden and expense will be borne by the Member desiring to Transfer its Member Interests to satisfy the Company that all of the conditions of Transfer have been satisfied. In addition, even if the Member meets all of these requirements, there is no present market for Member Interests and none is anticipated to develop;

(b)Such Member represents that such Member is acquiring such Member’s Member Interests in the Company for investment purposes and for such Member’s own account, with no present intention of dividing the same with others, or reselling or otherwise distributing such Member Interests, and such Member will not sell or otherwise dispose of such Member Interests in violation of the Securities Act of 1933, as amended, or any applicable state securities laws or regulations promulgated thereunder;

(c)Such Member represents that such Member is capable of bearing the economic risk of such Member’s investment in the Company (meaning such Member can afford either a complete loss of the investment or hold it indefinitely without materially adversely affecting such Member’s standard of living, causing financial difficulties, or impairing such Member’s ability to meet current needs and possible personal contingencies);

(d)Such Member represents that such Member either has a preexisting personal or business relationship with the other Members, or by reason of such Member’s business or financial experience or the business or financial experience of such Member’s professional advisors who are unaffiliated with and not compensated by any other Member, or any Affiliate or any selling agent of any other Member, has the capacity to protect such Member’s Member Interests in the Company;

(e)That prior to the execution hereof, such Member had knowledge that the persons listed upon Exhibit Awould become members of the Company upon their execution hereof, and such desires and consents to the association of each of them as Members of this Company;

(f)Such Member recognizes that the Company will be newly organized and therefore has no financial or operating history. For this reason and others, purchase of Member Interests as an investment involves special risks; and

(g)Such Member is a bona-fide resident of the state in which the principal address of such Member is located, as set forth on Exhibit Ahereto.

23. SPECIAL OFAC PROVISIONS; OTHER SPECIAL PROVISIONS.

23.1No Illegal Activity as Source of Funds. Each Member hereby represents, warrants and covenants to each of the other Members that no portion of the Member’s Capital Contributions has been or will be derived (directly or indirectly) from proceeds of any illegal activity.

23.2Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-MoneyLaundering Laws. The Members hereby represent and warrant to each other that: to the actual knowledge of the respective Members, each Person owning an interest (directly or indirectly) in a Member: (A) is not currently identified on the OFAC List, and (B) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States. The Managing Member shall implement and apply, on behalf of the Company, procedures to ensure the foregoing representations and warranties remain true

and correct at all times. In addition, the Managing Member shall implement and apply procedures to ensure that none of the tenants at any of the Project is a Person (x) currently identified on the OFAC List or (y) with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States.

23.3Requirements of Law. The Managing Member , at all times, shall use good faith efforts to cause the Company to comply with all Applicable Law relating to money laundering, anti-terrorism, trade embargoes and economic sanctions, now or hereafter in effect.

23.4Special Investment Company Provisions. Each Member hereby represents, warrants and covenants to each of the other Members that such Member is not an “investment company,” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

23.5Representations Regarding ERISA. The assets of each Member are not and will not become treated as “plan assets”, whether by operation of law or under regulations promulgated under the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

24. DISPUTES – ARBITRATION.

24.1Arbitration. Any dispute arising between the Member or between the Company and a Member shall be resolved through a binding arbitration proceeding (an “Arbitration Proceeding”) conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association with expedited procedures in effect on the date thereof. The arbitrator shall have authority to award reasonable attorney’s fees for costs for any party to the arbitration. The arbitration hearing shall be conducted in Chicago, IL.

24.1.1The Member desiring arbitration shall provide written notice to the other Member (the “Arbitration Notice”) indicating (i) the matter in controversy and (ii) the name, contact information and professional resume of a Qualified Arbitrator (“Initial Arbitrator”) to arbitrate such matter in controversy. The Member receiving the Arbitration Notice shall deliver to the other Member, within ten (10) days of the receipt of the Arbitration Notice, written notice (“Second Arbitrator Notice”) of the name, contact information and professional resume of a second Qualified Arbitrator (“Second Arbitrator”) to arbitrate the matter in controversy set forth in the Arbitration Notice. The Initial Arbitrator and the Second Arbitrator shall, within ten (10) days after delivery of the Second Arbitrator Notice, agree, upon a Qualified Arbitrator (“Third Arbitrator”) and shall deliver written notice of the name, contact information and professional resume of the Third Arbitrator to each Member simultaneously.

24.1.2In the event the Initial Arbitrator and the Second Arbitrator cannot agree on the Third Arbitrator or if such Arbitrator is unwilling to act as the Third Arbitrator, then any Member may petition the AAA (or any successor body of similar function agreed upon by the Members) to appoint a Qualified Arbitrator to act as the Third Arbitrator within five (5) days of such petition.

24.1.3The Arbitration Proceedings shall commence ten (10) Business Days after the engagement or appointment of the third Arbitrator pursuant to this Section 24. Such Arbitration Proceedings shall be conducted in one (1) day until completion, each party shall have no more than a total of four (4) hours to present its case and to cross-examine or interrogate persons supplying information or documentation on behalf of the other party and the arbitrators shall make a determination within ten (10) Business Days after conclusion of the Arbitration Proceeding.

24.1.4Each Member shall sign all documents and do all other things necessary to submit any such matter to arbitration and agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder.

24.1.5The costs and expenses of an Arbitration Proceeding and the arbitrators shall be shared equally by the Members, provided, however, each Member shall pay its own counsel and other professional fees and expenses with respect to such Arbitration Proceeding.

24.1.6The final decision and award in which any two of the arbitrators agree shall be in writing, shall be binding on the Members and shall be nonappealable, and counterpart copies thereof shall be delivered to the Members. A judgment or order based upon such award may be entered in any court of competent jurisdiction. All actions necessary to implement the decision of the arbitrators shall be undertaken as soon as possible, but in no event later than five (5) Business Days after the rendering of such decision.

24.1.7For purposes of this Section 24, a “Qualified Arbitrator” shall mean an individual (i) having at least ten (10) years of professional experience with matters like that which is subject matter of the dispute being submitted to arbitration, and (ii) is neutral and shall have had no prior notice, information or discussions concerning the dispute and, at such time or for the previous ten (10) years, shall not have been employed by or associated with or agent of any Member or any Affiliate of either of them.

25. MISCELLANEOUS.

25.1Applicable Law. This Agreement shall, in all respects, be governed by the laws of the State of Delaware applicable to agreements executed and to be wholly performed within the State of Delaware.

25.2Severability. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail; but the provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

25.3Further Assurances. Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and

things reasonably necessary in connection with the performance of their obligations hereunder to carry out the intent of the parties hereto.

25.4Successors and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, permitted successors and assigns.

25.5Number and Gender. In this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, shall each be deemed to include the others whenever the context so requires.

25.6Entire Agreement; Amendments. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to its subject matter are hereby terminated and canceled in their entirety and are of no further force or effect. Except as otherwise expressly permitted pursuant to this Agreement, no alteration, modification or amendment of this Agreement shall be made unless in writing and signed (in counterpart or otherwise) by the Members. Furthermore, until the CS Loan has been repaid, the Members shall not amend this Agreement or the Certificate of Formation without the prior written consent of Agent (as defined in the Loan Agreement for the CL Loan) in its Permitted Discretion (as defined in the Loan Agreement for the CL Loan).

25.7Waiver. A waiver of any provision of this Agreement shall be valid only if it is in writing and signed by the party making the waiver. No waiver by any party hereto of any breach of this Agreement or any provision hereof shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision hereof.

25.8Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

25.9Interpretation. The captions appearing at the commencement of the sections hereof are descriptive only and for convenience in reference. No provision of this Agreement is to be interpreted for or against any party because that party or that party’s legal representative drafted such provision. Pronouns, wherever used herein, and of whatever gender, shall include natural persons and corporations and associations of every kind and character, and the singular shall include the plural wherever and as often as may be appropriate. Whenever the terms “hereof”, “hereby”, “herein”, or words of similar import are used in this Agreement they shall be construed as referring to this Agreement in its entirety rather than to a particular Section or provision, unless the context specifically indicates to the contrary. Whenever the words “include” and “including” are used herein, they shall be construed to mean “including, without limitation”. Any reference to a particular “Article” or a “Section” shall be construed as referring to the indicated Article or Section of this Agreement unless the context indicates to the contrary.

25.10Parties in Interest. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on

any persons other than the parties and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement.

25.11No Authority. No Member shall have the duty to inquire into the authority of another Member to act. All of the Members shall be presumed to have the authority to execute this Agreement and to carry out any acts contemplated hereby.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first hereinabove mentioned.

Members Red Lion Hotels Corporation, a Delaware corporation

By: __/s/ Thomas L. McKeirnan

Name: Thomas L. McKeirnan

Its: Executive Vice President

Shelbourne Falcon RLHC Hotel Investors LLC, a Delaware limited liability company

By: __/s/Joseph L. Fox

Name: Joseph L. Fox

Its: President

Signature page Amended and Restated LLC Agreement -RL Venture LLC

LIMITED LIABILITY COMPANY AGREEMENTOF RL VENTURE LLC

Exhibit A

MEMBERS AND INITIAL CAPITAL CONTRIBUTIONS

NAME	PARTICIPATION PERCENTAGE	INITIAL CAPITAL CONTRIBUTIONS
Red Lion Hotel Corporation Address: W. 201 North River Drive Spokane, WA 99201 Attn: Gregory T. Mount Thomas L. McKeirnan	55%	$22,556,424
Shelbourne Falcon RLHC Hotel Investors, LLC Address: Suite 300 595 East Lancaster Avenue Radnor PA 19087 Attn: Joseph L. Fox	45%	$18,455,256

Total Initial Capital    $41,011,679

Exhibit “B”

DIRECTORS

Appointed by RLH Member:

Gregory T. Mount Jim Bell

Thomas McKeirnan Appointed by Shelbourne Member:

Joseph L. Fox Todd Seneker Alex Washburn

Director chosen by RLH Member from five (5) independent individuals whose names have been provided by the Shelbourne Member:

Marianne Menapace

Exhibit C

LIST OF THE PROPERTIES

Red Lion Hotel at the Park, 303 West River Drive, Spokane WA Red Lion Salt Lake, 161 West 600 South, Salt Lake City UT Red Lion Boise, 1800 Fairview Avenue, Boise ID

Red Lion Bend, 1415-1465 NE Third Street, Bend OR

Red Lion Coos Bay, 1313 North Bayshore Drive, Coos Bay OR Red Lion Eureka, 1929 Fourth Street, Eureka CA

Red Lion Redding, 1830 Hilltop Drive, Redding CA

Red Lion Post Falls, 414 East First Avenue, Post Falls ID Red Lion Olympia, 2300 Evergreen Park Drive, Olympia WA Red Lion Pasco, 2525 North 20th Avenue, Pasco WA

Red Lion Port Angeles, 221 North Lincoln Street, Port Angeles WA Red Lion Richland, 802 George Washington Way, Richland WA

SCHEDULE 9.2.7

Hotel at the Park

COMPETITIVE SETS FOR THE PROPERTIES

2015 Competitive Set for Shelbourne JV hotels

Doubletree Spokane City Center

Mirabeau Park Hotel & Convention Center

Holiday Inn Express Spokane Downtown

Red Lion River Inn Spokane

Courtyard Spokane Downtown @ The Convention Center

Salt Lake

Salt Lake Inn

Radisson Salt Lake City Downtown

Royal Garden Inn

Shilo Inn Suites Hotel Salt Lake City

Crystal Inn Salt Lake City Downtown

Boise

Boise Hotel & Conference Center

Rodeway Inn

Boise Riverside Hotel

Shilo Inn Boise Riverside

Shilo Inn Boise Airport

Bend

La Quinta Inns & Suites Bend

Shilo Inn Suites Hotel Bend

Holiday Inn Express & Suites Bend

Fairfield Inn & Suites Bend Downtown

Comfort Inn & Suites Bend

Extended Stay America Seattle Redmond

Coos Bay

Best Western Plus Holiday Motel

Motel 6 Coos Bay

Quality Inn & Suites @ Coos Bay

Eureka

Best Western Plus Bayshore Inn

Best Western Plus Humboldt Bay Inn

Econolodge Eureka

Motel 6 Eureka

Travelodge Eureka

Quality Inn Eureka

Super 8 Eureka

Days Inn Eureka

Rodeway Inn Eureka

Comfort Inn Eureka

Clarion Hotel Humboldt Bay

Redding

Holiday Inn Redding

Best Western Plus Hilltop Inn

LaQuinta Inn & Suites Redding

Quality Inn Redding

Oxford Suites Redding

Comfort Inn Redding

Hampton Inn & Suites Redding

Post Falls

Best Western Plus Coeur D Alene Inn

Mirabeau Park Hotel & Convention Center

Shilo Inn Suites Coeur D Alene

Comfort Inn Post Falls

FairBridge Inn Express Post Falls

Holiday Inn Express Spokane Valley

Comfort Inn & Suites Spokane Valley

Best Western Plus Peppertree Liberty Lake Inn

Olympia

Comfort Inn Lacey Olympia

Quality Inn & Suites Lacey

La Quinta Inns & Suites Lacey

DoubleTree Olympia

Extended Stay America Olympia Tumwater

Comfort Inn Conference Center Tumwater Olympia

Pasco

Red Lion Hotel Pasco

Shilo Inn Suites Hotel Richland

Sleep Inn Pasco

Holiday Inn Express & Suites Pasco Tricities

Best Western Plus Pasco Inn & Suites

Port Angeles

Quality Inn Uptown Port Angeles

Days Inn Port Angeles

Quality Inn & Suites @ Olympic National Park Sequim

Holiday Inn Express & Suites Sequim

Richland

Days Inn Richland

Shilo Inn Suites Hotel Richland

Hampton Inn Richland Tri Cities

Holiday Inn Express & Suites Richland

Holiday Inn Express & Suites Pasco Tricities

Courtyard Richland Columbia Point

EX-10.4

Exhibit 10.4

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is

made this 16th day of January, 2015 (the “Effective Date”), by and between, Red Lion Hotels Corporation, a Washington corporation (referred to herein sometimes as “Red Lion” or as “Seller”), and Shelbourne Falcon RLHC Hotel Investors LLC, a Delaware limited liability company (the “Purchaser”) relating to the Membership Interests in RL Venture LLC, a Delaware limited liability company (the “Company”).

RECITALS:

A.Red Lion is the sole member of the Company, holding one-hundred percent (100%) of the Member Interests in the Company.

B.On the Contribution Date, (1) Red Lion caused its affiliates to contribute to the Company certain hotels located at the addresses and in the commonly known locations identified on Schedule 1.01, each of which the Company, in turn, contributed to one of the Subsidiaries pursuant to that certain Contribution Agreement dated the Contribution Date (the “Contribution Agreement”); and (2) the Company has caused its subsidiaries to close the Loan with the Lender and the Company has executed and delivered the Guaranties.

C.On the Effective Date, Red Lion desires to transfer to the Purchaser, and the Purchaser desires to acquire from Red Lion forty-five percent (45%) of the Member Interests in the Company (the “Transferred Member Interest”), on the terms set forth in this Agreement and in the Related Agreements (as hereinafter defined). Lender has given its approval for the transfer of the Transferred Member Interest conditioned, interalia, on Seller causing additional Persons who are affiliated with Purchaser and approved by Lender to execute and deliver to Lender joinders with respect to the Guaranties.

D.Simultaneous with the Closing of the transfer of the Transferred Member Interests, (1) Red Lion, and the Purchaser will enter into the Amended and Restated Limited Liability Company Agreement for the Company, (2) Purchaser will cause the joinders to be executed as described in paragraph C above, and (3) Red Lion and the Persons executing such joinders shall execute a Reimbursement and Indemnity Agreement with regard to the Guaranties.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, agreements, covenants and conditions herein contained, and other good and valuable consideration, Red Lion and the Purchaser agree as follows:

ARTICLE I DEFINITIONS AND REFERENCES

Section 1.01 Definitions. As used herein, capitalized terms have the same meaning as set forth below and if used in this Agreement and not specifically defined herein shall have the meanings given in the Contribution Agreement:

Affiliate: With respect to a specific entity, any natural person or any firm, corporation, partnership, association, trust or other entity which, directly or indirectly, controls, or is under common control with, the subject entity, and with respect to any specific entity or person, any firm, corporation, partnership, association, trust or other entity which is controlled by the subject entity or person. For purposes hereof, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of any such entity or the power to veto major policy decision of any such entity, whether through the ownership of voting securities, by contract, or otherwise.

Agreement: This Agreement including the Exhibits and Schedules thereto.

Amended and Restated Operating Agreement: The Amended and Restated Operating Agreement of the Company in the form of Exhibit A, which will be entered into at Closing and amend and restate in its entirety and supersede the Original Operating Agreement.

Breaching Party: As defined in Section4.01.

Closing: As defined in Section6.01.

Closing Date: As defined in Section6.01.

Company: As defined in the preamble.

Contribution Agreement: As defined in the Recitals.

Contribution Date: The date immediately preceding the Effective Date, on which all of the actions contemplated by the Contribution Agreement have been completed.

Contributor: As defined in the Contribution Agreement.

Effective Date:    As defined in the preamble, which shall be the date immediately following the Contribution Date.

Exhibits: The forms of agreements identified as “Exhibits” herein and listed at the end of this Agreement, including the executed versions thereof delivered in connection with Closing.

Franchise Agreements: Those certain agreements to be entered into with Franchisor for the franchise licensing of each of the Hotels.

Franchisor: Red Lion Hotels Franchising, Inc., a Washington corporation, which is an Affiliate of Seller.

Franchisor Approval: The approval or consent of the Franchisor for the Seller’s transfer of the Transferred Member Interests to Purchaser.

Guaranties: That certain Indemnity Guaranty, Environmental Indemnity Agreement and Completion Guaranty signed by Seller in connection with the Loan.

Legal Requirements: All laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all governments and governmental authorities having jurisdiction over the Hotels, and the operation thereof.

Lender: The lender, Pacific Western Bank, who has provided the Loan to the Company’s subsidiaries (namely, (i) RL Venture Holding LLC wholly-owned by the Company, and (ii) the twelve wholly-owned subsidiaries of RL Venture Holding).

Lender Approval: The Lender’s approval or consent for the transfer by Seller of the Transferred Member Interests to Purchaser.

Liens:    Any mortgage, deed of trust or other consensual lien, mechanic’s or any materialman’s lien, judgment lien, lien for delinquent real property taxes or assessments, other tax and statutory lien (other than the lien for non-delinquent real estate taxes and assessments or any lien arising out of any activity of the Company) that secures an obligation of Seller or the Contributing Entities and affects Seller’s or the Contributing Entities’ title to any of the Property.

Loan: That certain loan made by Lender on the Contribution Date to subsidiaries of the Company in the maximum principal amount of $80,000,000.

Losses: As defined in Section 14.01.

Manager: Red Lion Hotels Management, Inc., which is an Affiliate of Seller.

Member Interest: means the limited liability equity interest in the Company.

Obligations: All payments required to be made and all representations, warranties, covenants, agreements and commitments required to be performed under the provisions of this Agreement by Seller.

Original Operating Agreement: That certain Limited Liability Company Agreement dated October 29, 2014 for the Company and entered into by Seller as its sole member in connection with the formation of the Company.

Purchaser: As defined in the preamble.

Purchaser’s Conditions: As defined in Section 8.02.

Red Lion: Red Lion Hotels Corporation, a Washington corporation.

Related Agreements: This Member Interest Purchase Agreement, the Contribution Agreement and all ancillary agreements entered into between the Company and Purchaser related thereto or required thereby.

Schedules: The items and documents identified as “Schedules” herein.

Seller’s Conditions: As defined in Section8.01.

Seller’s Knowledge and Known to Seller and like phrases: Any written notice received by any entity Seller or its subsidiaries, the current actual knowledge of any one or more of the following: Greg Mount (President and Chief Executive Officer of Red Lion Hotels Corporation), Julie Shiflett (Executive Vice President and Chief Financial Officer of Red Lion Hotels Corporation), Harry G. Sladich ((Executive Vice President, Hotel Operations and Sales), and Thomas McKeirnan (general counsel of Red Lion Hotels Corporation). Seller represents and warrants that the foregoing-named Persons are those individuals most appropriate to have the knowledge of the matters to which the representations and warranties being made by Seller relate.

Taxes: All taxes and other governmental charges of any kind whatsoever that may at any time be assessed or levied against or with respect to the Property, or any part thereof or any interest therein, including, without limitation, all general and special real estate taxes and assessments or taxes assessed specifically in whole or in part in substitution of general real estate taxes or assessments; any taxes levied upon or with respect to the revenue, income or profits of Seller from all or any part of the Property which, if not paid, will become a lien on all or any part of the Property, or a lien or charge on the rents, revenues or receipts therefrom; all Excise Taxes; all assessed ad valorem taxes; all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property and all assessments and other charges made by any governmental agency for improvements that may be secured by a lien on the Property.

Section 1.02 References. Except as otherwise specifically indicated, all references to Section and Subsection numbers refer to Sections and Subsections of this Agreement. References to Exhibits refer to the Exhibits as defined above, and references to Schedules refer to the Schedules as defined above. The words “hereby,” “hereof,” “herein,” “hereto,” “hereunder,” “hereinafter,” and words of similar import refer to this Agreement as a whole and not to any particular Section or Subsection hereof. The word “hereafter” shall mean after, and the term “heretofore” shall mean before, the date of this Agreement. Captions used herein are for convenience only and shall not be used to construe the meaning of any part of this Agreement. Time shall refer to the time in effect in Washington unless otherwise specified.

ARTICLE II

TRANSFER OF MEMBER INTEREST; WARRANTS

Section 2.01 Effective on the Closing Date, Red Lion shall transfer the Transferred Member Interest to the Purchaser, with the result that immediately thereafter Red Lion shall own fifty-five percent (55%) of the Member Interests in the Company and Purchaser shall own forty- five percent (45%) of the Member Interests in the Company.

Section 2.02 In consideration for structuring the Member as a joint venture between Red Lion and the Purchaser, at Closing Red Lion will award to Shelbourne Falcon RLHC Stock Investors LLC, a Delaware limited liability company and an Affiliate of the Purchaser, warrants for Shelbourne Falcon RLHC Stock Investors LLC to purchase, at any time within five (5) years after the date of this Agreement, 442,533 shares of Red Lion Hotels Corporation common voting stock.

ARTICLE III PURCHASE PRICE

Section 3.01 The purchase price for the Transferred Member Interest is Eighteen Million Four Hundred Fifty-Five Thousand Two Hundred and Fifty-Six Dollars ($18,455,256), which the Purchaser shall pay to Red Lion in immediately available U.S. funds at Closing.

ARTICLE IV CONFIDENTIALITY; TITLE

Section 4.01    Confidentiality.

(a)Each party shall ensure that all confidential information which such party or any of its respective officers, directors, employees, attorneys, agents, investment bankers, or accountants may now possess or may hereafter create or obtain relating to the financial condition, results of operations, manner of doing business, customer lists, contract vendees, business, properties, assets, liabilities, or future prospects of the other party, any affiliate of the other party, or any customer or supplier of such other party or any such affiliate shall not be published, disclosed, or made accessible by any of them to any other person or entity at any time or used by any of them, in each case without the prior written consent of the other party; provided, however, that the restrictions of this sentence shall not apply (1) as may otherwise be required or given by law (for example, this sentence shall not apply to any disclosures or notices made after the Effective Date in connection with the Company’s obtaining a new full liquor license or temporary liquor permit); (2) as may be necessary or appropriate in connection with the enforcement of this Agreement; (3) to the extent such information shall have otherwise become publicly available, or (4) as to the Company, to disclosure by or on its behalf to existing or prospective lenders or investors or to others whose consent may be required or desirable in connection with obtaining the financing or consents which are required or desirable to consummate the transactions contemplated herein; provided that such party has been advised that

such information is confidential. Each party shall advise all persons and entities who received confidential data from it either to destroy or deliver to the other party all tangible evidence of such confidential information to which the restrictions of the foregoing sentence apply at such time as negotiations with respect to the transactions contemplated herein are terminated. In the event of any breach or intended breach by either party (the “Breaching Party”) of the terms of this Section 4.01, the Breaching Party agrees to the entry of an order restraining such Breaching Party from breaching this paragraph and such Breaching Party agrees to promptly reimburse the other party for its reasonable counsel fees and disbursements in connection with such action or proceeding enforcing this paragraph.

(b)The Purchaser acknowledges that Seller is a publicly traded company and this Agreement and any Exhibits and Schedules thereto may be disclosed to and filed with the Securities and Exchange Commission to the extent required by law as Seller determines in its reasonable discretion.

ARTICLE V REPRESENTATIONS AND WARRANTIES

Section 5.01 Representations and Warranties of Seller. Seller hereby makes to the Purchaser (for the benefit of the Purchaser) all of the same representations and warranties that the Contributor has made to the Company in the Contribution Agreement and all such representations and warranties are incorporated herein by reference as if they were set forth in their entirety herein. Purchaser shall have the exclusive right to cause the Company to enforce such representations and warranties against Seller. In addition to the exclusive right to cause the Company to enforce such representations and warranties against Seller, Purchaser shall also have the right to enforce all such representations and warranties directly against Seller. In addition to the foregoing, Seller hereby made the following representations and warranties:

(a)Due Organization, etc. The Company is duly formed, validly existing and in good standing as a limited liability company under the laws of the State of Delaware. This Agreement has been duly authorized by all requisite action on the part of Seller. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, except as otherwise expressly provided herein, do not require the consent or approval of any governmental authority, nor shall such execution and delivery result in a breach or Violation of any Legal Requirement, or constitute a default (or an event which with notice and passage of time or both will constitute a default) under any contract or agreement to which Seller or an Affiliate is a party or by which it or the Property is bound. This Agreement constitutes, and all other documents required by this Agreement to be executed by Seller shall constitute when so executed, the valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium.

(b)The Transferred Member Interests are not subject to any liens, charges, restrictive agreements, security interests and other encumbrances of any kind. There are no outstanding interests, equity interests, subscriptions, purchase rights, subscription rights, conversion rights, exchange rights, options, warrants, preemptive rights, rights of first refusal,

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rights of first offer, or other rights or other arrangements or commitments outstanding with respect to the Transferred Member Interests. The Transferred Member Interests are not subject to any voting trusts, proxies, or other agreements or understandings.

(c)Upon the Closing, the Purchaser will obtain good and valid title to the Transferred Member Interests assigned by such Seller free and clear of any liens, restrictions, claims, equities, options, charges, rights of first refusal, or encumbrances or other restrictions, and with no defects of title whatsoever, except restrictions on transfer and other rights contained in the Amended and Restated Operating Agreement and except for restrictions imposed by applicable state and federal securities laws.

(d) Seller has not: (i) made a general assignment for the benefit of creditors;

(ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Seller’s creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of such Seller’s assets; (iv) suffered the attachment, or other judicial seizure of all, or substantially all, of Seller’s assets; (v) admitted in writing its inability to pay its debts as they come due; or (vi) made an offer of settlement, extension or compromise to its creditors generally.

(e)There are no taxes due and unpaid on the Transferred Member Interests and no transfer taxes shall be due and payable in connection with the transfer of the Transferred Member Interest to Purchaser.

(f)There are no actions, suits, or proceedings, pending or, to the knowledge of Seller, threatened against Seller affecting the ownership or the transfer of the Transferred Member Interests or any of Seller’s rights with respect to the Transferred Member Interests or which challenges or impairs the Assignor’s ability to execute, deliver or perform this Agreement, nor is Seller aware of any facts which to its knowledge might result in any action, suit or proceedings.

(g)Except for the Lender Approval and the Franchisor Approval, no consent or approval of any third party under any material agreement, material contract, material commitment, material understanding, order or judgment and no action of, filing with or notice to any instrumentality, subdivision, court, administrative agency, commission, official or other authority of the United States or any state, municipality, locality or other government or political subdivision thereof, or any quasi-governmental or private body under any law or order applicable to Seller is necessary or required for the execution and delivery of this Agreement by the Seller, the performance by the Seller of Seller’s obligations hereunder or the consummation of the transactions contemplated hereby. For purposes of this section “material” means any agreement, contract, commitment or understanding that is not cancellable on 30 days’ notice or causes a financial commitment in excess of $25,000 for the term of the agreement, contract, commitment or understanding.

(h)Except for that certain payment owed to CS Capital Advisors (which payment Seller is obligated to make), Seller has not incurred any obligation for any finders,’ brokers’ or agents’ fees or commissions or similar compensation in connection with the transactions contemplated hereby.

(i)Seller’s affiliate, Red Lions Hotels Management, Inc. has sufficient authority granted to it by the applicable governmental authorities as of the Closing Date for each of the operating subsidiaries of the Company (i.e. all subsidiaries except RL Venture Holding LLC) to sell spirits, beer and wine at each hotel owned by the wholly-owned subsidiaries of RL Venture Holding LLC.

Except as specifically set forth herein, Seller has not made and does not make or give any warranties or representations.

Section 5.02 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants the following to Seller:

(a)Authority. The Purchaser has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby pursuant to the terms and conditions hereof.

(b)No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, breach, result in a default under, or violate any commitment, document or instrument to which the Purchaser is a party or by which it is bound.

Except as specifically set forth herein, Purchaser has not made and does not make or give any warranties or representations.

Section 5.03 Restatement and Duration of Representations and Warranties. All representations and warranties contained in Section 5.01 and Section 5.02 shall be deemed restated on (and made as of) the Closing Date and shall survive the period of one (1) year from the Closing Date.

Section 5.04    As-Is Purchase/Disclaimer of Implied Representations or Warranties.

(a)AS-IS PURCHASE. THE PURCHASER ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT, EXCEPT AS EXPRESSLY PROVIDED IN Section

5.01 ABOVE OR IN THE EXHIBITS AND WITHOUT AFFECTING ANY OF THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT OR THE OBLIGATIONS OF THE SELLER UNDER THE CONTRIBUTION AGREEMENT: (I) ANY INFORMATION INCLUDING DOCUMENTS AND OTHER INFORMATION PROVIDED, SUPPLIED OR MADE AVAILABLE BY SELLER IS FURNISHED TO THE PURCHASER SOLELY AS A COURTESY; (II) THE INFORMATION IS PROVIDED, AND THE PROPERTY IS PURCHASED, ON AN AS-IS-WHERE-IS BASIS AND SELLER MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION OR THE PROPERTY (AS DEFINED IN THE CONTRIBUTION AGREEMENT); AND (III) NO REPRESENTATIONS, WHETHER WRITTEN OR ORAL, HAVE BEEN MADE BY SELLER, OR ITS AGENTS OR EMPLOYEES IN ORDER TO INDUCE THE COMPANY TO ENTER INTO THIS AGREEMENT.

(b)EXCEPT AS EXPRESSLY PROVIDED IN Section 5.01, AND WITHOUT AFFECTING ANY OF THE OBLIGATIONS OF SELLER UNDER THIS AGREEMENT OR THE OBLIGATIONS OF THE SELLER UNDER THE CONTRIBUTION AGREEMENT OR THE OBLIGATIONS OF THE SELLER UNDER THE AMENDED AND RESTATED OPERATING AGREEMENT, AS PART OF THE PURCHASER’S AGREEMENT TO ACCEPT THE TRANSFERRED MEMBERSHIP INTEREST IN COMPANY ON AN AS-IS-WHERE-IS BASIS, AND NOT AS A LIMITATION ON SUCH AGREEMENT, THE PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES AND RELEASES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS THE PURCHASER MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE PROPERTY AND THE INFORMATION.

(c)RELEASE. WITH THE EXCEPTION OF: (I) SELLER’S DEFAULT, SELLER’S BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR SELLER’S COVENANTS OR INDEMNIFICATION OBLIGATION SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN THE CONTRIBUTION AGREEMENT OR THE OBLIGATIONS OF THE SELLER UNDER THE AMENDED AND RESTATED OPERATING AGREEMENT, OR (II) ANY CLAIMS ARISING OUT OF SELLER’S FRAUD, THE PURCHASER, FOR ITSELF AND ITS AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS, HEREBY RELEASES AND FOREVER DISCHARGES SELLER AND THE COMPANY FROM AND AGAINST ANY AND ALL COST, LIABILITY OR DEMAND ARISING OUT OF OR RELATED TO THE PROPERTY WHICH THE PURCHASER HAS AT CLOSING OR MAY HAVE IN THE FUTURE.

THE PURCHASER HEREBY SPECIFICALLY ACKNOWLEDGES THAT THE PURCHASER HAS CAREFULLY REVIEWED THIS SUBSECTION AND DISCUSSED ITS IMPORT WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SUBSECTION ARE A MATERIAL PART OF THE AGREEMENT AND OF THE CONSIDERATION GIVEN TO SELLER UNDER THE AGREEMENT.

ARTICLE VI CLOSING MATTERS

Section 6.01 Closing. The closing of the transaction contemplated hereby (the “Closing”) shall take place through the escrow established with the Title Company on the date immediately following the Contribution Date, but in any event not later than 5:00 PM, Seattle, Washington time on January 16, 2015 the “Closing Date”) and shall only be complete upon the completion of all actions related to the Contribution Agreement.

Section 6.02 Revenues and Expenses of the Company – Apportionments. All expenses related to the operation of the Property and all income from the Property, have been and shall continue to be those of the Company (subject to the allocations as between the Existing Company (as defined below) and the Reconstituted Company (as defined below) as provided in this Agreement and the Amended and Restated Operating Agreement of the Company). Notwithstanding the foregoing, the parties hereto acknowledge and agree that, for accounting

and income tax purposes, all items of income and expense of Owner, as well as all other items of gain, loss, deduction or credit of Owner recognized on or prior to Closing will be allocated to the Seller in accordance with the terms of the Original Agreement (the “Existing Company”); and all such items of income, expense, gain, loss, deduction or credit of Company recognized after the date of Closing will be allocated to the Company as owned by Seller and Buyer as the members of the Company in accordance with the terms of the Amended and Restated Operating Agreement (the “Reconstituted Company”), with the Reconstituted Company treated as a partnership for federal income tax purposes. The provisions of this paragraph shall survive the Closing.

ARTICLE VII CLOSING DELIVERIES

Section 7.01    Seller’s Deliveries.    At Closing, Seller shall deliver, or cause to be delivered to the Purchaser:

(a)Evidence of the existence, organization and authority of the Company;

(b)Evidence of the authority of the persons executing this Agreement on behalf of the Seller;

(c)Amended and Restated Operating Agreement, executed on behalf of the Seller and the Company;

(d)Assignment and Assumption of Member Interests assigning to Purchaser the Member Interests, in form attached hereto as Exhibit “B” (the “Member Interests Assignment”), executed by Seller; and

(e)Foreign Investment in Real Property Tax Act affidavit(s) in the form attached hereto as Exhibit “C”, executed by Seller. If Seller fails to provide the necessary affidavit(s) and/or documentation of exemption on the Closing Date, Purchaser may proceed with withholding required by applicable law;

(f)Evidence of the Lender Consent and Franchisor Consent and, if applicable, the consent of Manager;

(g)Seller’s affidavits or similar certifications as may be reasonably and customarily required by the Title Company to issue to the Company a title insurance policy in accordance with the Contribution Agreement;

(h)Reimbursement and Indemnity Agreement in form attached hereto as Exhibit “D” (the “Reimbursement and Indemnity Agreement”) and

(i)such additional deliveries as may be required by this Agreement or any Exhibit attached hereto.

Section 7.02    The Purchaser’s Deliveries. At Closing, the Purchaser shall deliver, or cause to be delivered, to Seller (or in the case of Section 7.02(d), to Lender), the following,

(a)To Evidence of the authority of the persons executing this Agreement on behalf of Purchaser;

(b) The Purchase Price;

Purchaser;

(c) Amended and Restated Operating Agreement, executed on behalf of the

(d)Joinders (in form approved by the Lender) to that certain Indemnity Guaranty, Environmental Indemnity Agreement and Completion Guaranty signed by Seller in connection with the Loan;

(e) Reimbursement and Indemnity Agreement; and

(f)such additional deliveries as may be required by this Agreement or any Exhibit attached hereto.

Section 7.03 Transactions. All documents or other deliveries required to be made by the Company or Seller at Closing are being delivered in accordance with the agreement of the parties as to the order of the transactions being completed on successive dates. However, it is understood and agreed that the closing on the sale and transfer of the Transferred Member Interest is to occur on the date immediately following the completion of all actions contemplated by the Contribution Agreement.

Section 7.04 Further Assurances. Seller and the Company will, at the Closing, or at any time or from time to time thereafter, upon request of either party, execute such additional instruments, documents or certificates as either party deems reasonably necessary in order to convey, assign and transfer the Transferred Member Interest to the Purchaser hereunder.

ARTICLE VIII CONDITIONS TO OBLIGATIONS

Section 8.01 Conditions to Seller’s Obligations. The obligation of Seller to close the transaction and deliver the documents and instruments required hereunder shall be subject to satisfaction in full of the following conditions (“Seller’s Conditions”) on or before the Closing Date:

(a)The Purchaser shall have performed on or before the Closing Date the obligations required to be performed by it on or before the Closing Date.

(b)The Purchaser shall have completed all the deliveries and actions required to be made by the Company under Section 7.02 and elsewhere in this Agreement.

(c)There shall be no material breach of any of the Purchaser’s representations, warranties and covenants set forth in this Agreement.

(d)There shall not then be any pending or, to the knowledge of the Purchaser, threatened litigation against the Seller or the Company which, if determined adversely, would restrain the consummation of any of the transactions referred to herein, or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser herein.

Seller’s Conditions are solely for the benefit of Seller and may be waived only by Seller. Any such waiver or waivers shall be in writing and shall be delivered to the Company. If any of Seller’s Conditions is not satisfied or has not been so waived by notice to the Company prior to the Closing Date, Seller shall give written notice to the Company describing the condition or conditions that have not been satisfied or waived and either Seller or the Company by notice to the other party shall be entitled to postpone the Closing Date by up to thirty (30) days in the aggregate for the purpose of attempting to satisfy such condition or conditions by delivering written notice on or before the then scheduled Closing Date. Nothing contained in this Agreement shall require the Company or Seller to postpone the Closing Date or to bring any suit or other proceeding or, except as otherwise expressly required by this Agreement, to pay any substantial sum, to satisfy any conditions to Closing.

Section 8.02 Conditions to the Purchaser’s Obligations. The obligation of the Purchaser to purchase the Transferred Member Interest and to close the transactions contemplated hereby is subject to satisfaction in full of each of the following conditions (“Purchaser’s Conditions”) on or before the Closing Date:

(a)All of the Seller’s obligations under the Contribution Agreement to be performed by Seller as a condition precedent to closing thereunder have been performed and closing under the Contribution Agreement has occurred on the date immediately preceding the Closing Date;

(b)The representations, warranties and agreements of Seller contained in Section 5.01 shall be true and accurate in all material respects on the Closing Date, as if made on such date.

(c)Seller shall have performed on or before the Closing Date the obligations required to be performed by it on or before the Closing Date.

(d)Seller shall have completed all the deliveries and actions required to be made by Seller under Section 7.01 and elsewhere in this Agreement.

(e)There shall not then be any pending or, to the knowledge of either the Company or Seller, threatened litigation against Seller which, if determined adversely, would restrain the consummation of any of the transactions referred to herein, or declare illegal, invalid or nonbinding any of the covenants or obligations of the Seller herein.

(f)The Lender Consent and Franchisor Consent have been received by the Seller and Purchaser.

Purchaser’s Conditions are solely for the benefit of the Purchaser and may be waived only by the Seller. Any such waiver or waivers shall be in writing and shall be delivered to Seller. If any of Purchaser’s Conditions is not satisfied or has not been so waived by the Seller prior to the Closing Date, the Purchaser shall give written notice to Seller describing the condition which has not been satisfied or waived and the Purchaser by notice to the other party shall be entitled to postpone the Closing Date by up to thirty (30) days in the aggregate for the purpose of attempting to obtain satisfaction of such condition or conditions by delivering written notice on or before the then scheduled Closing Date. Nothing contained in this Agreement shall require the Purchaser to postpone the Closing Date or to bring any suit or other proceedings or, except as otherwise expressly required by this Agreement, to pay any substantial sum to satisfy any of the Purchaser’s conditions.

ARTICLE IX ACKNOWLEDGEMENTS

Section 9.01 Hart-Scott-Rodino. Seller and the Company agree that The Hart-Scott- Rodino Antitrust Improvements Act of 1976, 15 U.S.C. §18(a) et. seq., as amended does not apply to the sale and transactions contemplated in this Agreement.

ARTICLE X INDEMNIFICATION

Section 10.01 Seller’s Indemnification. Seller hereby agrees to indemnify, hold harmless and defend the Purchaser from and against any and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs (collectively, “Losses”), incurred by the Company by reason of (a) Seller’s breach of any representations or warranties of Seller contained in this Agreement (“Seller Rep Breaches”), (b) Seller’s breach of any covenants of Seller contained in this Agreement which survive the Closing, (c) failure to perform the obligations of Seller under the Related Agreements, or any other document delivered by Seller at Closing in accordance with Section 7of this Agreement, and (d) any liability or obligation relating to the ownership of the Transferred Member Interest and attributable to the period prior to the date hereof.

Section 10.02 Intentionally Omitted.

Section 10.03 The Purchaser’s Indemnification. The Purchaser hereby agrees to indemnify, hold harmless and defend Seller from and against any and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs incurred by Seller by reason of (a) the Purchaser’s breach of any representations or warranties of the Company contained in this Agreement (“Purchaser Rep Breaches”); (b) the Purchaser’s breach of any covenants of the Purchaser contained in this Agreement which survive the Closing, the failure to perform the obligation of Purchaser under the Related Agreements. The Purchaser’s representations and warranties shall terminate and be of no force and effect one (1) year after the Closing Date,

except with respect to any Company Rep Breaches indemnity claims delivered to the Company prior to the termination date; and the foregoing Company indemnities shall terminate and be of no force and effect two (2) years after the Closing Date with respect to claims based on the Company’s failure to comply with a covenant in this Agreement which survives the Closing.

Section 10.04 Third Party Claims. If a claim by a third party is made against either of the indemnified parties, and if either of the indemnified parties intends to seek indemnity with respect thereto under this ARTICLE X, such indemnified party shall promptly notify the Company or Seller, as the case may be, of such claim. The indemnifying party shall have thirty

(30)days after receipt of the above-mentioned notice to undertake, conduct and control, through counsel of its own choosing (subject to the consent of the indemnified party, such consent not to be unreasonably withheld or delayed) and at its expense, the settlement or defense therefor, and the indemnified party shall cooperate with it in connection therewith; provided that: (a) the indemnifying party shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of any indemnified party; (b) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party; and (c) the indemnifying party shall agree promptly to reimburse the indemnified party for the full amount of any loss resulting from such claim and all related expenses incurred by the indemnified party within the limits of this ARTICLE X. So long as the indemnifying party is reasonably contesting any such claim in good faith, the indemnified party shall not pay or settle any such claim. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle any such claim, provided that in such event they shall waive any right to indemnity hereunder by the indemnifying party. If the indemnifying party does not notify the indemnified party within thirty days after receipt of the indemnified party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified party shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the indemnifying party.

ARTICLE XI NOTICES

Section 11.01 Notices. Except as otherwise provided in this Agreement, all notices, demands, requests, consents, approvals and other communications (herein collectively called “Notices”) required or permitted to be given hereunder, or which are to be given with respect to this Agreement, shall be in writing and shall be personally delivered or sent by overnight express courier, prepaid for next morning delivery, or by electronic facsimile transmission (“Fax”) addressed to the party to be so notified as follows:

If intended for Seller, to:    Red Lion Hotels Corporation

W. 201 North River Drive Spokane, WA 99201 Fax: 509-325-7325

Attention: General Counsel

copies to: Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200

Seattle, WA 98101-3045

Fax: (509) 325-7324

Attention: Matt LeMaster

If intended for the Purchaser, to:    Shelbourne Falcon RLHC Hotel Investors LLC

c/o Shelbourne Capital, LLC Suite 300

595 East Lancaster Avenue Radnor PA 19087

Fax: (610) 964-7609

Attention: Joseph L. Fox

copies to: Duane Morris LLP 30 S. 17th Street

Philadelphia, PA 19103-4196

Fax: (215) 689-2481

Attention: David I. Haas

Notice mailed by regular, registered or certified mail shall not be permitted. Notice personally delivered shall be deemed received when delivered. Notice sent by overnight express courier for next morning delivery shall be deemed received by the addressee the next business day after mailing thereof upon proof of delivery by the overnight express courier. Notice by Fax transmission shall be deemed received on the day of transmission if transmission is completed before 5:30 pm recipient’s local time on a business day, and otherwise on the business day following the day of transmission; provided, however, that delivery by Fax shall be effective only if the Fax transmission is confirmed within one business day by duplicate notice delivered as otherwise provided herein. Time of completion of Fax transmission shall be established by a transmission confirmation log sheet generated by the sending machine. Either party may at any time change the address for notice to such party by delivering a Notice as aforesaid. Counsel may give any notices on behalf of its client.

ARTICLE XII ADDITIONAL COVENANTS

Section 12.01 Additional Covenants. In addition, the parties agree as follows:

(a)Expenses. The fees and expenses of Seller’s designated representatives, accountants and attorneys shall be borne by Seller, and the fees and expenses of the Purchaser’s designated representatives, accountants and attorneys shall be borne by the Purchaser. At Closing, the Seller and Buyer shall reconcile as between them such expenses incurred such that the Seller bears an aggregate 55% share of such combined expenses and Buyer bears a 45% share of such combined expenses.

(b)Brokerage. Except as set forth in Section 5.01(h), Seller and the Purchaser each hereby represent and warrant to the other that neither has dealt with any broker or finder in connection with the transaction contemplated hereby. Each of Seller and the Company hereby agrees to indemnify, defend and hold the other harmless against and from any and all manner of claims, liabilities, loss, damage, attorneys’ fees and expenses, incurred by either party and arising out of, or resulting from, any claim by any broker or finder in contravention of its representation and warranty herein contained.

(c)Construction. This Agreement shall not be construed more strictly against one party than against the other, merely by virtue of the fact that it may have been prepared primarily by counsel for one of the parties, it being recognized that both the Company and Seller have contributed substantially and materially to the preparation of this Agreement. As used in this Agreement, (i) each term defined in this Agreement has the meaning assigned to it, (ii) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with U.S. Treasury Regulations, (iii) as the context may require, words in the singular include the plural and words in the plural include the singular, (iv) as the context may require, words in the masculine or neuter gender include the masculine, feminine and neuter genders, (v) except as the context may require, all references to Schedules or Exhibits refer to Schedules or Exhibits delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vi) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vii) all references to “$” or “dollars” refer to U.S. dollars legal currency,

(viii) any amount to be paid in “$” or “dollars” shall be paid in U.S. dollars, (ix) “including” means “including without limitation”, and (x) the terms “herein”, “hereunder”, “hereby”, “hereto” and terms of similar import refer to this Agreement in its entirety, and not to any particular Article, Section, paragraph or subparagraph.

(d)Public Statement. Neither Seller nor the Purchaser shall make any press release or public statement or announcement concerning this Agreement or the transactions contemplated herein, without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

(e)Exclusivity. Seller shall deal exclusively with the Purchaser with respect to the sale of the Transferred Member Interests, Seller shall not enter into an agreement to sell the Transferred Member Interests to any party other than the Purchaser and Seller shall not make any offer to sell or accept any offer to purchase the Transferred Member Interests.

(f)Acquisition Fee. On the date of Closing, Seller and Purchaser shall pay an acquisition fee in the total amount of $888,360 to Shelbourne Capital, LLC as follows: (i) Seller shall pay 55% of the acquisition fee; and (ii) Purchaser shall pay 45% of the acquisition fee..

ARTICLE XIII MISCELLANEOUS

Section 13.01 Successors and Assigns. This Agreement shall be binding upon the heirs, executors, administrators, and successors and assigns of Seller and the Purchaser; provided,

however, the Purchaser shall not assign the Purchaser’s rights and obligations hereunder to any party without the prior written consent of Seller, which consent may be withheld by Seller in its sole discretion. Any such assignment in violation of this provision shall be void. If Seller consents to an assignment, the assignment will not be effective against Seller until the Purchaser delivers to Seller a fully executed copy of the assignment instrument, which instrument must be reasonably satisfactory to Seller in both form and substance and pursuant to which the assignee assumes and agrees to perform for the benefit of Seller the obligations of the Company under this Agreement, and pursuant to which the assignee makes the warranties and representations required of the Purchaser under this Agreement; provided, however, that no such assignment shall relieve the assignor from primary liability for its obligations under this Agreement.

Section 13.02 Entire Agreement. This Agreement and the Related Agreements contain all of the covenants, conditions and agreements between the parties and shall supersede all prior correspondence, agreements and understandings, both oral and written.

Section 13.03 Disputes – Arbitration.

(a)For any dispute arising between the Purchaser and Seller under this Agreement, either party shall have the right to require that the dispute be resolved through a binding arbitration proceeding (an “Arbitration Proceeding”) conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association with expedited procedures in effect on the date thereof. The arbitrator shall have authority to award reasonable attorney’s fees for costs for any party to the arbitration. The arbitration hearing shall be conducted in Chicago, IL.

(b)The party desiring arbitration shall provide written notice to the other party (the “Arbitration Notice”) indicating (i) the matter in controversy and (ii) the name, contact information and professional resume of a Qualified Arbitrator (“Initial Arbitrator”) to arbitrate such matter in controversy. The party receiving the Arbitration Notice shall deliver to the other party, within ten (10) days of the receipt of the Arbitration Notice, written notice (“Second Arbitrator Notice”) of the name, contact information and professional resume of a second Qualified Arbitrator (“Second Arbitrator”) to arbitrate the matter in controversy set forth in the Arbitration Notice. The Initial Arbitrator and the Second Arbitrator shall, within ten (10) days after delivery of the Second Arbitrator Notice, agree, upon a Qualified Arbitrator (“Third Arbitrator”) and shall deliver written notice of the name, contact information and professional resume of the Third Arbitrator to each party simultaneously.

(c)In the event the Initial Arbitrator and the Second Arbitrator cannot agree on the Third Arbitrator or if such Arbitrator is unwilling to act as the Third Arbitrator, then any party may petition the AAA (or any successor body of similar function agreed upon by the parties) to appoint a Qualified Arbitrator to act as the Third Arbitrator within five (5) days of such petition.

(d)The Arbitration Proceedings shall commence ten (10) Business Days after the engagement or appointment of the third Arbitrator pursuant to this Section 24. Such Arbitration Proceedings shall be conducted in one (1) day until completion, each party shall have no more than a total of four (4) hours to present its case and to cross-examine or interrogate persons supplying information or documentation on behalf of the other party and the arbitrators shall

17

make a determination within ten (10) Business Days after conclusion of the Arbitration Proceeding.

(e)Each party shall sign all documents and do all other things necessary to submit any such matter to arbitration and agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder.

(f)The costs and expenses of an Arbitration Proceeding and the arbitrators shall be shared equally by the parties, provided, however, each Member shall pay its own counsel and other professional fees and expenses with respect to such Arbitration Proceeding.

(g)The final decision and award in which any two of the arbitrators agree shall be in writing, shall be binding on the parties and shall be nonappealable, and counterpart copies thereof shall be delivered to the parties. A judgment or order based upon such award may be entered in any court of competent jurisdiction. All actions necessary to implement the decision of the arbitrators shall be undertaken as soon as possible, but in no event later than five (5) Business Days after the rendering of such decision.

(h)For purposes of this Section 13.03, a “Qualified Arbitrator” shall mean an individual (i) having at least ten (10) years of professional experience with matters like that which is subject matter of the dispute being submitted to arbitration, and (ii) is neutral and shall have had no prior notice, information or discussions concerning the dispute and, at such time or for the previous ten (10) years, shall not have been employed by or associated with or agent of any party or any Affiliate of either of them.

Section 13.04 Governing Law. This Agreement shall be governed in all respects by and construed in accordance with the laws of the State of Delaware.

Section 13.05 Further Assurances. Seller or the Company shall promptly perform, execute and deliver or cause to be performed, executed and/or delivered at or after Closing any and all acts, deeds and assurances as either party or the Escrow Agent may reasonably require in order to carry out the intent and purpose of this Agreement.

Section 13.06 Amendment. This Agreement cannot be changed, amended, supplemented or terminated orally.

Section 13.07 Counterparts. This Agreement may be executed in one (1) or more counterparts, and all the counterparts shall constitute but one and the same agreement, notwithstanding that all parties hereto are not signatory to the same or original counterpart. This Agreement may be executed and delivered by telecopy, pdf or similar electronic transmittal which shall be deemed an original if sent in accordance with the terms of Section 11.01 regarding Notices.

Section 13.08 Nonwaiver. Unless otherwise expressly provided herein, no waiver by Seller or the Company of any provision hereof shall be deemed to have been made if such waiver is made orally. No delay or omission in the exercise of any right or remedy accruing to Seller or the Company upon any breach under this Agreement shall impair such right or remedy or be

construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by Seller or the Company of any breach of any term, covenant or condition herein stated shall not be deemed to be a waiver of any other term, covenant or condition. All rights or remedies afforded to Seller or the Company hereunder or by law shall be cumulative and not alternative, and the exercise of one right or remedy shall not bar other rights or remedies allowed herein or by law.

Section 13.09 Captions. Paragraph titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement.

Section 13.10 Exhibits. All Exhibits attached hereto shall be incorporated herein by reference as if set out herein in full.

Section 13.11 Survival. To the extent required for its proper effect and subject to ARTICLE X, each provision of this Agreement shall survive Closing, regardless of whether this Agreement specifically provides for its survival, and shall not be deemed merged into any other documents delivered at Closing.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed, all as of the day and year first above written.

SELLER:

Red Lion Hotels Corporation,

a Washington corporation

By:    /s/ Thomas L. McKeirnan_

Name: Thomas L. McKeirnan

Title:

Executive Vice President

PURCHASER:

Shelboume Falcon RLHC Hotel Investors LLC,

a Delaware limited liability company

By:    /s/ John L. Fox_

Name: John L. FoxTitle: President

EXHIBITS

Exhibit A Exhibit B Exhibit C Exhibit D

Amended and Restated Operating Agreement Member Interests Assignment

FIRPTA Affidavit

Reimbursement and Indemnity Agreement

EXHIBIT A

AMENDED AND RESTATED OPERATING AGREEMENT

[to be attached]

FINAL

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

RL VENTURE LLC

THE INTERESTS ACQUIRED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THEY HAVE BEEN REGISTERED UNDER SAID ACT OR UNLESS REGISTRATION UNDER SAID ACT IS NOT REQUIRED. THERE ARE SUBSTANTIAL RESTRICTIONS ON TRANSFER CONTAINED IN THIS AGREEMENT.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

RL VENTURE LLC

TABLE OF CONTENTS

Page

1. DEFINITIONS    1

1.1 Act    2

1.2 Additional Capital    2

1.3 Additional Capital Contribution Notice    2

1.4 Additional Capital Contribution    2

1.5 Adjusted Capital Account Deficit    2

1.6 Affiliates    2

1.7 Agreement    2

1.8 Applicable Law    2

1.9 Approved Budget    2

1.10 Approved Business Plan    2

1.11 Approved by the Board, Approval of the Board, Consent of the Board,

Etc.3

1.12 Arbitration Notice    3

1.13 Arbitration Proceeding    3

1.14 Bankruptcy    3

1.15 Board    3

1.16 Budget    3

1.17 Business Day    3

1.18 Business Plan    3

1.19 Buy/Sell    4

1.20 Buy-Sell Lockout Date    4

1.21 Buy-Sell Lockout Period    4

1.22 Buy/Sell Notice    4

1.23 Buying Member    4

1.24 Capital Account    4

1.25 Capital Contribution    4

1.26 Cash Reserves    4

1.27 Certificate of Formation    4

1.28 Closing    4

1.29 Code    5

1.30 Company    5

1.31 Company Minimum Gain    5

1.32 Company Acceptance Period    5

1.33 Company Removal Event    5

1.34 Competitive Set    5

1.35 Contribution Agreement    5

1.36 Contribution Date    5

1.37 Contribution Default    5

1.38 Contribution Funding    5

1.39 Control or control    5

1.40 CS    5

1.41 CS Loan    5

1.42 Cumulative Income Tax Liability    5

1.43 Delinquent Member    6

1.44 Depreciation    6

1.45 Director    7

1.46 Dissolution Event    7

1.47 Distributable Cash    7

1.48 Distribution    7

1.49 Effective Date    7

1.50 Election Date    7

1.51 Exchange    7

1.52 FF&E    7

1.53 Final Distribution    7

1.54 Fiscal Year    7

1.55 Former Member    8

1.56 Reserved    8

1.57 Reserved    8

1.58 Gross Asset Value    8

1.59 Holdco    9

1.60 including    9

1.61 Indemnitee    9

1.62 Initial Arbitrator    9

1.63 Initial Capital    9

1.64 Initiating Member    9

1.65 Major Decision    9

1.66 Majority In Interest of the Members    9

1.67 Management Company    9

1.68 Management Contract    9

1.69 Managing Member    9

1.70 Material Contract    9

1.71 Member    10

1.72 Member Interest    10

1.73 Member Interest Purchase Agreement    10

1.74 Member Nonrecourse Deductions    10

1.75 Net Operating Income    10

1.76 Net Profits and Net Losses    10

1.77 New Hotel Equity ROFO    11

1.78 New Hotel Equity ROFO Period    11

1.79 Non-Delinquent Member    11

1.80 Nonrecourse Deductions    11

1.81 OFAC List    11

1.82 Offer    12

1.83 Operating Period    12

1.84 Original Operating Agreement    12

1.85 Other Member    12

1.86 Owner    12

1.87 Partially Adjusted Capital Account    12

1.88 Participation Percentage    12

1.89 Percentage Adjustment    12

1.90 Performance Test    12

1.91 Person    12

1.92 Professional Independent Director    12

1.93 Properties; Property    13

1.94 Purchase Price    13

1.95 Qualified Arbitrator    13

1.96 Receiving Member    13

1.97 Receiving Member Notice    13

1.98 Regulations    13

1.99 Removal Date    13

1.100 Removal Notice    13

1.101 Removing Member    13

1.102 Remaining Member    13

1.103 RevPAR    13

1.104 RLH Management    13

1.105 RLH Member    13

1.106 “RLHC Senior Management”    13

1.107 ROFO Initiating Member    14

1.108 ROFO Non-Initiating Member    14

1.109 ROFO Offer    14

1.110 ROFO Offered Interests    14

1.111 ROFO Response Period    14

1.112 ROFO Sale Notice    14

1.113 ROFO Sale Notice    14

1.114 Second Arbitrator    14

1.115 Second Arbitrator Notice    14

1.116 Selling Member    14

1.117 Shelbourne Capital    14

1.118 Shelbourne Member    14

1.119 Special Director    14

1.120 Successor    14

1.121 Target Capital Account    14

1.122 Target Final Balance    15

1.123 Tax Authority    15

1.124 Tax Distribution    15

1.125 Tax Matters Partner    15

1.126 Tax Payment Loan    15

1.127 Testing Period    15

1.128 Third Arbitrator    15

1.129 Total Price    15

1.130 Termination Event    15

1.131 Termination Event Notice    15

1.132 Transfer    15

1.133 Transfer Offer    15

1.134 Transfer Sale Period    15

1.135 Unresolved Deadlock    15

1.136 Unreturned Capital Contributions Account    16

1.137 Withholding Tax Act    16

2. FORMATION OF LIMITED LIABILITY COMPANY    16

3. NAME AND PLACE OF BUSINESS    16

3.1 Name    16

3.2 Principal Place of Business    16

4. PURPOSE    16

5. TERM OF COMPANY; RECORDINGS; AGENT FOR SERVICE OF

PROCESS16

5.1 Term    16

5.2 Qualification    16

5.3 Agent for Service of Process    16

6. CAPITAL CONTRIBUTIONS AND LOANS    17

6.1 Initial Capital Contributions    17

6.2 Additional Capital Contributions or Loans    17

6.3 Required Additional Capital Contributions    17

6.4 Failure to Contribute Additional Capital    17

6.5 Interest on Capital Contributions    19

6.6 Return of Capital Contributions    19

6.7 Loans By a Member    19

6.8 Withholding    19

6.9 Intentionally Omitted    20

6.10 Capital Accounts    20

7. ALLOCATIONS    21

7.1 Allocation of Net Profits and Net Losses    21

7.2 Special / Regulatory Allocation    21

7.3 Curative Allocations    23

7.4 Tax Allocations    23

7.5 Allocation in Event of Transfer    24

7.6 Allocation of Tax Credits    24

7.7 Allocations of Tax Items    24

8. DISTRIBUTIONS AND FEES    24

8.1 Distribution of Distributable Cash    24

8.2 To Whom Distributions Are Made    25

8.3 Tax Distributions    25

8.4 Withholding Obligations    25

8.5 Fees    26

8.6 Right of Setoff    26

8.7 Right of First Offer on Equity Capital for Additional Hotels    27

8.8 Termination Fees.    28

9. MANAGEMENT    29

9.1 General Management    29

9.2 Powers of the Board; Major Decisions    30

9.3 Resignation or Removal of the Managing Member    36

9.4 RLH Member Listing    38

9.5 Special Rules for Owners    39

9.6 Deadlocks; Buy/Sell    39

9.7 Conflict of Interest    41

9.8 Member Approval    41

9.9 Execution of Documents    42

9.10 Liability/Indemnification    42

9.11 Compensation of the Directors and the Managing Member    43

9.12 No Withdrawal of Members    43

9.13 Umbrella Insurance To Be Maintained by RLH Member    43

10. RESTRICTIONS ON TRANSFER; NEW MEMBERS    43

10.1 Limitations on Transfers    43

10.2 Excluded Transfers    44

10.3 Right of First Offer for Member Interests    44

10.4 Title    45

10.5 No Dissolution    45

10.6 New Members    45

11. PURCHASE OF MEMBER’S INTEREST UPON BANKRUPTCY OF A

MEMBER45

11.1 Rights to Purchase Upon Bankruptcy of a Member    45

11.2 Right to Purchase Former Member’s Member Interest by Company and/or

Other Member45

11.3 Purchase Price    46

11.4 Payment of Purchase Price    46

11.5 Closing of Purchase of Former Member’s Interest    46

12. DISSOLUTION AND WINDING UP OF THE COMPANY    47

12.1 Dissolution of Company    47

12.2 Winding Up of the Company    47

12.3 Right To Receive Property    47

12.4 Target Final Balance    47

13. BOOKS AND RECORDS; EXPENSES    48

13.1 Books of Account    48

13.2 Accounting and Reports    48

13.3 Banking    48

13.4 Accountants    48

13.5 Expenses of Company    48

14. ADJUSTMENT OF BASIS ELECTION    49

15. WAIVER OF ACTION FOR PARTITION    49

16. AMENDMENTS    49

17. EQUITABLE RELIEF    49

18. NOTICES    49

19. LEGAL REPRESENTATION    49

20. ATTORNEYS’ FEES    50

21. INDEPENDENT ACTIVITIES OF MEMBERS    50

22. INVESTMENT REPRESENTATIONS OF THE MEMBERS    50

22.1 Risks of Investment    50

22.2 Income Tax Matters    50

22.3 Securities Matters    50

23. SPECIAL OFAC PROVISIONS; OTHER SPECIAL PROVISIONS.    51

23.1 No Illegal Activity as Source of Funds    51

23.2 Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-MoneyLaundering Laws      51

23.3 Requirements of Law    52

23.4 Special Investment Company Provisions    52

23.5 Representations Regarding ERISA    52

24. DISPUTES – ARBITRATION    52

24.1 Arbitration    52

25. MISCELLANEOUS    53

25.1 Applicable Law    53

25.2 Severability    53

25.3 Further Assurances    53

25.4 Successors and Assigns    54

25.5 Number and Gender    54

25.6 Entire Agreement; Amendments    54

25.7 Waiver    54

25.8 Counterparts    54

25.9 Interpretation    54

25.10 Parties in Interest    54

25.11 No Authority    55

Exhibits:

A - List of Members (names and addresses), Participation Percentages and Capital Contributions as of the Effective Date

B - Initial Directors

C - List of the Properties

Schedule 9.2.7 Competitive Sets for the Properties

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

RL VENTURE LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT OF RL VENTURE LLC (this “Agreement”) is made and entered into as of January 16, 2015 (the “Effective Date”), by and between the persons and/or entities listed on Exhibit A(such persons and/or entities listed on Exhibit Ashall be referred to collectively as the “Members” and individually as a “Member”).

Background

A.On September 4, 2014, the RLH Member caused to be filed a Certificate of Formation for RL Venture LLC (the “Company”), a limited liability company formed under the laws of the State of Delaware, which was subsequently amended to effect a name change.

B.As sole member of the Company, the RLH Member executed a Limited Liability Company Agreement dated as of October 17, 2014 (the “Original Operating Agreement”) for the Company.

C.During the period commencing with the formation of the Company through the date immediately preceding the Effective Date, the Company has at all times been disregarded as separate from the RLH Member solely for federal and applicable state and local income tax purposes.

C.Simultaneously with the execution of this Agreement, the RLH Member sold forty-five percent (45%) of its Member Interest to the Shelbourne Member pursuant to that certain Member Interest Purchase Agreement dated as of even date herewith and as amended (the “Member Interest Purchase Agreement”), in a transaction the federal income tax

consequences of which are governed by Revenue Ruling 99-5, 1999-1 CB 434, Situation 1.

D.The Members now desire to enter into this Agreement, inter alia, to reflect the admission of the Shelbourne Member as a Member and to amend and restate the Original Operating Agreement in its entirety as provided herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other valuable consideration, the parties agree as follows:

1.DEFINITIONS. When used in this Agreement, the following terms shall have the meanings set forth below:

1.1Act. “Act” means the Delaware Limited Liability Company Act, 6 Del. Code §§ 18-101 et. seq., as such act may from time to time be amended, including any successor statute.

1.2Additional Capital. “Additional Capital” means capital of the Company in excess of the Initial Capital.

1.3Additional Capital Contribution Notice. “Additional Capital Contribution Notice” has the meaning set forth in Section 6.3.

1.4Additional Capital Contribution. “Additional Capital Contribution” means the amount of Additional Capital contributed to the Company by the Members in proportion to their respective Participation Percentages in response to a Major Decision approved by the Board calling for Additional Capital pursuant to Section 6.3.

1.5Adjusted Capital Account Deficit. “Adjusted Capital Account Deficit” means for each Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year or other relevant period, after giving effect to the following adjustments:

(a)Credit to such Capital Account any amounts that such Member is obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation §§ 1.704-2(g)(1) and 1.704-2(i)(5); and

(b)Debit to such Capital Account the items described in Treasury Regulation §§ 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).

1.6Affiliates. “Affiliates” of a Member means Persons controlled by, controlling or under common control with such Member.

1.7Agreement. “Agreement” means this Amended and Restated Limited Liability Company Agreement.

1.8Applicable Law. “Applicable Law” means any law, regulation, ordinance, code, decree, treaty, ruling or determination of an arbitrator, court or other governmental or

quasi-governmental authority, or any executive order issued by the President of the United States, in each case applicable to or binding upon such Person or to which such Person, any of its property or the conduct of its business is subject including laws, ordinances and regulations pertaining to the zoning, use, occupancy or subdivision of real property.

1.9Approved Budget. “Approved Budget” means (as to the Company, any one or more of the Owners, or any one or more of the Properties) a Budget (for operating expenses and/or capital expenses) that has been approved by the Board as a Major Decision pursuant to Section 9.2.

1.10Approved Business Plan. “Approved Business Plan” means a Business Plan approved by the Board as a Major Decision pursuant to Section 9.2.

1.11Approved by the Board, Approval of the Board, Consent of the Board,Etc.. “Approved by the Board”, “approval of the Board”, “consent of the Board” or a similar phrase to that effect means approval or consent of the Board by a majority of the votes of all of the Directors, except that Major Decisions shall require the approval or consent of two-thirds (2/3) of all of the Directors.

1.12Arbitration Notice. “Arbitration Notice” has the meaning given in Section 24.1.1.

1.13Arbitration Proceeding. “Arbitration Proceeding” has the meaning given in Section 24.1.1.

1.14 Bankruptcy. “Bankruptcy” means:

(a)The commencement of any voluntary proceedings under federal or state bankruptcy or insolvency laws or filing for reorganization or for the appointment of a receiver or trustee of all (or a material portion) of the Person’s property;

(b)The failure to terminate any involuntary proceeding under federal or state bankruptcy laws within thirty (30) days after the commencement thereof;

(c) A general assignment for the benefit of creditors; or

(d)The issuance of a charging order against the interest of any person without the removal thereof within thirty (30) days after issuance.

1.15Board. “Board” means, collectively, the Directors chosen by the Members in accordance with Section 9.1.1 to oversee the operation of the Company and to consider and act on those matters that this Agreement specifies shall require the approval or consent of the Board (including any Major Decisions). The initial Directors are listed on Exhibit B.

1.16Budget. “Budget” means a budget (either for a year or such other time period as is approved by the Board as a Major Decision) for operating expenses and/or capital expenses for the Company and/or for any one or more Owners or Properties (including amounts for the Company’s contributions to the capital of an Owner for the costs, expenses and liabilities of the Owner).

1.17Business Day. “Business Day” or “business day” means every day other than Saturdays, Sundays, all days observed by the federal or New York State government as legal holidays and all days on which commercial banks in New York State are required by law to be closed. Any reference in this Agreement to a "day" or a number of "days" (other than references to a "Business Day" or "Business Days") means a calendar day or calendar days.

1.18Business Plan. “Business Plan” means a plan (including a Budget) for operation of the Company, the Owners, the Properties or the improvements for the Properties.

1.19 Buy/Sell. “Buy/Sell” has the meaning set forth in Section 9.6.1.

1.20Buy-Sell Lockout Date. “Buy-Sell Lockout Date” means the date that is the third (3rd) anniversary of the Effective Date.

1.21Buy-Sell Lockout Period. “Buy-Sell Lockout Period” means the period of time commencing on the Effective Date of this Agreement and ending on the Buy-Sell Lockout Date.

Section 9.6.2.

1.22 Buy/Sell Notice. “Buy/Sell Notice” has the meaning set forth in

Section 9.6.5.

1.23 Buying Member. “Buying Member” has the meaning given in

1.24Capital Account. “Capital Account” means an account established for each Member and determined in accordance with Section 1.704-1(b) of the Regulations. The Capital Accounts shall be adjusted in order to reflect allocations of depreciation, amortization, and gain and loss as computed for book purposes. Upon the Transfer of the Member Interest of any Member, the Capital Account of the transferor Member shall carry over to the transferee Member.

1.25Capital Contribution. “Capital Contribution” means any money or the Gross Asset Value of any other property which a Member contributes as capital to the Company in that Member’s capacity as a Member pursuant to this Agreement (net of any liabilities assumed by the Company in connection with the contribution or to which the contributed property is subject). Notwithstanding anything to the contrary contained in this Agreement, including the transactions described in Section 6.1.1, the Members hereby agree that the Capital Contributions of the Members as of the Effective Date are as set forth on Exhibit A, which such Exhibit Ashall be amended from time to time to take into account Additional Capital Contributions by one or more of the Members.

1.26Cash Reserves. “Cash Reserves” means such amounts as may be reasonably estimated by the Managing Member (and approved by the Board in an Approved Budget or otherwise as a Major Decision) for payment of costs, expenses and liabilities incident to the business of the Company (including amounts for contributions to the capital of any Owner for the costs, expenses and liabilities of any Owner) and for which the cash to make such payments will not, in the reasonable discretion of the Managing Member, be expected to be available to the Company (or, or as applicable, an Owner) at or about the time such payments are required to be made, and which therefore, in the reasonable opinion of the Managing Member, require that cash be set aside periodically to for such payments.

1.27Certificate of Formation. “Certificate of Formation” means the Certificate of Formation filed with the Delaware Secretary of State (“Delaware Secretary”) for the purpose of forming the Company.

1.28 Closing. “Closing” has the meaning given in Section 11.5.

1.29Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.30Company. “Company” means RL Venture LLC, a Delaware limited liability company.

1.31Company Minimum Gain. “Company Minimum Gain” means “partnership minimum gain,” as defined in the Regulations promulgated under Section 704(b) of the Code.

1.32Company Acceptance Period. “Company Acceptance Period” has the meaning given in Section 11.2.

1.33Company Removal Event. “Company Removal Event” has the meaning given in Section 9.3.

1.34Competitive Set. “Competitive Set” has the meaning given in Section 9.2.7(c).

1.35Contribution Agreement. “Contribution Agreement” means that certain Asset Contribution Agreement between the Company and the RLH Member dated January 15, 2015.

1.36Contribution Date. “Contribution Date” means the date immediately preceding the Effective Date.

1.37Contribution Default. “Contribution Default” has the meaning set forth in Section 6.4.1.

1.38Contribution Funding. “Contribution Funding” means the obligation of the Company to the RLH Member in the amount of Forty Eight Million Seven Hundred Eighty- Seven Thousand Three Hundred Fifty-Two Dollars ($48,787,352) which is being paid on the date of Closing in accordance with the Contribution Agreement.

1.39Control or control. “Control “or “control”(or other formulation thereof such as “controlled” or “controlling”) means a direct or indirect ownership interest of more than fifty percent (50%) in value of another entity, or more than fifty percent (50%) of the voting interests of a Person, or the ability to direct the management and policies of such Person, whether by ownership, contract or otherwise.

1.40 CS. “CS” means CapitalSource, a division of Pacific Western Bank.

1.41 CS Loan. “CS Loan” has the meaning set forth in Section 6.1.1.

1.42Cumulative Income Tax Liability. Cumulative Income Tax Liability” means, with respect to a Member as of the end of a particular Fiscal Year or other relevant period, the sum of the following amounts:

(a)the product of (i) the total amount of the Company’s “net capital gains”, dividends that constitute “qualifying dividend income” subject to taxation at long-term capital gains rates in accordance with Section 1(h)(11) of the Code and other items of income and gain subject to United States federal taxation as long-term capital gain that has been allocated to the Member for the current and all prior Fiscal Years or other relevant periods, multiplied by (ii) the combined maximum United States federal, state and local marginal income tax rate applicable to long-term capital gains recognized by an individual residing in New York, NY (taking into consideration the deductibility of state and local income taxes for federal income tax purposes), with such rate for such current and any prior Fiscal Year or other relevant period being multiplied by the amount referred to in clause (i) for such current and any such prior Fiscal Year or other relevant period, plus

(b)the product of (i) the total amount of the Company’s net ordinary income (including depreciation recapture) and other items of income and gain subject to United States federal taxation as “ordinary income” or short-term capital gain that has been allocated to the Member for the current and all prior Fiscal Years or other relevant periods, multiplied by (ii) the combined maximum United States federal, state and local marginal income tax rate applicable to ordinary income or short-term capital gain of an individual residing in New York, NY(taking into consideration the deductibility of state and local income taxes for federal income tax purposes), with such rate for such current and any prior Fiscal Year or other relevant period being multiplied by the amount referred to in clause (i) for such current and any such prior Fiscal Year or other relevant period.

The computation of the amounts under clause (i) of paragraph (a) of this definition and the amounts under clause (i) of paragraph (b) of this definition shall take into account (i.e., shall be net of) any, respectively, prior Company losses subject to United States federal taxation as capital losses or Company losses and deductions subject to United States federal taxation as deductions and ordinary losses allocated to the Member and not previously taken into account or otherwise reflected in any of the amounts referred to under such clause (i) of paragraph (a) or such clause (i) of paragraph (b) of this definition.

1.43Delinquent Member. “Delinquent Member” has the meaning given in Section 6.4.1 of this Agreement.

1.44Depreciation. “Depreciation” means, for each Fiscal Year or other relevant period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period for federal income tax purposes, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board.

1.45Director. “Director” means any person chosen by the Members to serve on the Board in accordance with Section 9.1.1. The initial Directors are set forth on Exhibit Bto this Agreement.

1.46Dissolution Event“Dissolution Event” has the meaning set forth in Section 12.1 hereof.

1.47Distributable Cash. “Distributable Cash” means for any period the total cash gross receipts of the Company from all sources (including amounts of cash distributed directly or indirectly to the Company by any Owner) minus (i) amounts allotted to any Cash Reserves established by the Managing Member in accordance with the applicable Approved Budget or as otherwise approved by the Board as a Major Decision for contemplated needs of the Company (including amounts that may be required for contributions by the Company of capital to any Owner for any of the Properties), and (ii) all out-of-pocket cash expenditures of the Company, including expenditures for legal and accounting costs, duplicating services, postage and other expenses properly chargeable to the Company and incurred by the Company, but excluding any expenditures made from Cash Reserves previously established. Cash expenditures of the Company shall not include any overhead of the Managing Member or any of its Affiliates or of any Person in which a Member or an Affiliate of a Member has directly or indirectly an ownership interest (except to the extent such overhead is included in (a) fees paid to the Management Company under a Management Contract, (b) fees described in Section 8.5, or (c) fees paid to any such Person pursuant to a contract approved by the Board as a Major Decision. Distributable Cash shall include any amounts that, although previously set aside by the Managing Member as Cash Reserves, are reasonably determined by the Managing Member with approval of the Board as no longer required by the Company.

1.48Distribution. “Distribution” means any cash, or the fair market value of any other property, distributed (or deemed distributed) by the Company to a Member (including Distributable Cash and Tax Distributions), excluding (i) reimbursement of Company expenses, or (ii) payment with respect to an indemnification obligation of the Company to such Member, or

(iii) or repayment of principal or interest on any Member Loans.

1.49Effective Date. “Effective Date” has the meaning given in the opening paragraph of this Agreement.

1.50 Election Date. “Election Date” has the meaning given in Section 9.6.5.

1.51 Exchange. “Exchange” has the meaning given in Section 9.4.

1.52 FF&E. “FF&E” means furniture, fixtures and equipment.

1.53Final Distribution. “Final Distribution” has the meaning given in Section 12.2(e).

1.54 Fiscal Year. “Fiscal Year” means the calendar year.

Section 11.1.

1.55 Former Member. “Former Member” has the meaning given in

1.56 Reserved.

1.57 Reserved.

1.58Gross Asset Value. “Gross Asset Value” means for any asset the asset’s adjusted basis for federal income tax purposes, except as follows:

(a)The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset on the date of contribution, as determined by the contributing Member and approved by the Board as a Major Decision. The Members agree that the Gross Asset Value of the assets contributed by the RLH Member under the terms of the Contribution Agreement is Eighty-Nine Million Eight Hundred Thirty-Six Thousand Three Hundred Ninety-Eight Dollars ($89,836,398).

(b)The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Board as a Major Decision, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution if any Member reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company if any Member reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; and (iii) the liquidation of the Company within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g).

(c)The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution, as approved by the Board as a Major Decision.

(d)The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustment to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704- 1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph to the extent the Board determines as a Major Decision that an adjustment pursuant to subparagraph (b) of this Section is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph.

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraphs (a), (b) or (d) of this Section, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Profits and Net Losses.

1.59Holdco. “Holdco” means RL Venture Holding LLC, a Delaware limited liability company wholly-owned by the Company.

1.60 including. “including” means including without limitation.

1.61 Indemnitee. “Indemnitee” has the meaning given in Section 9.10.1.

1.62Initial Arbitrator. “Initial Arbitrator” has the meaning given in Section 24.1.1.

1.63Initial Capital. “Initial Capital” means the aggregate amount of Capital Contributions stated on Exhibit Awhich the Members, in the aggregate, have made, are deemed to have made, or are making on the date hereof to the Company.

Section 9.6.1.

1.64 Initiating Member. “Initiating Member” has the meaning given in

1.65Major Decision. “Major Decision” means any of the decisions that are listed in Section 9.1 or otherwise so identified in this Agreement.

1.66Majority In Interest of the Members. “Majority In Interest of the Members” means those Members owning more than fifty percent (50%) of the Participation Percentages of all Members.

1.67Management Company. “Management Company” means Red Lion Hotels Management, Inc. or such other entity designated by the Managing Member to serve as the manager for the Properties and whose designation as the Managing Company is approved by the Board as a Major Decision.

1.68Management Contract. “Management Contract” means a Management Agreement for each Property between the Management Company and the Owner of the Property.

1.69Managing Member. “Managing Member” means the RLH Member or in the event that the RLH Member resigns or is removed in accordance with Section 9.3, such other Member who is designated by the Board as a Major Decision as replacement for the RLH Member to serve as Managing Member.

1.70Material Contract. “Material Contract” means any contract or agreement to which the Company or any Owner is a party which (a) is with any Member or Affiliate of a Member; or (b) requires payment by the Company or any Owner of amounts in excess of

$25,000 in the aggregate for such contract over the term of the contract and has a term in excess of one (1) year unless it is terminable by the Company or Owner, as applicable, at any time and without penalty upon no more than thirty (30) days’ notice to the Company or any Owner, as applicable; or (c) requires payment by the Company or any Owner of amounts in excess of

$25,000 in the aggregate for such contract in any calendar year, unless such payments have been included in an Approved Budget; or (d) requires payments by the Company or any Owner in

excess of $100,000 over the life of the contract, regardless of whether the payments have been included in an Approved Budget.

1.71Member. “Member” means any person or entity admitted to the Company as a member in accordance with this Agreement, or a person or entity who has been admitted as a member pursuant to applicable law. The Members of the Company and their respective Participation Percentages shall be reflected on Exhibit Aattached hereto, as it may be amended from time to time.

the Company.

1.72 Member Interest. “Member Interest” means the interest of a Member in

1.73Member Interest Purchase Agreement. “Member Interest Purchase Agreement” has the same meaning as given in paragraph C of the Background.

1.74Member Nonrecourse Deductions. “Member Nonrecourse Deductions” has the same meaning as given to “partner nonrecourse deductions” referred to in Section 7.2.4.

1.75Net Operating Income. “Net Operating Income” shall mean Gross Operating Profit (as defined in the Management Contract) less the Base Fee (as defined in the Management Contract), Taxes (as defined in the Management Contract), Insurance Costs (as defined in the Management Contract), Reserve Fund Contributions (as defined in the Management Contract) and costs of rental of real or personal property.

1.76Net Profits and Net Losses. “Net Profit” and “Net Loss” means, for each Fiscal Year of the Company (or other period for which Net Profit or Net Loss must be computed), the Company’s taxable income or loss determined in accordance with Code

Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a)Any income of the Company that is exempt from United States federal income tax and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition of “Net Profits” and “Net Losses” shall be added to such taxable income or loss;

(b) Any expenditures of the Company described in Code

Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation §§ 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition of “Net Profits” and “Net Losses” shall be subtracted from such taxable income or loss;

(c)In the event the Gross Asset Value of any items of property of the Company is adjusted pursuant to paragraphs (b) or (c) of the definition of Gross Asset Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the item of property) or an item of loss (if the adjustment decreases the

Gross Asset Value of the item of property) from the disposition of such item of property and shall be taken into account for purposes of computing Net Profits or Net Losses;

(d)Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(e)In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other relevant period, computed in accordance with the definition of “Depreciation; and

(f)To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits or Net Losses.

Notwithstanding any other provision of this definition, any items that are specially allocated pursuant to Section 7.2 or Section 7.3 hereof shall not be taken into account in computing Net Profits or Net Losses. The amounts of such specially allocated items shall be determined by applying rules analogous to those set forth in subparagraphs (a) through (e) above.

1.77New Hotel Equity ROFO. “New Hotel Equity ROFO” has the meaning given in Section 8.7.

1.78New Hotel Equity ROFO Period. “New Hotel Equity ROFO Period” has the meaning given in Section 8.7.

1.79Non-Delinquent Member. “Non-Delinquent Member” has the meaning given in Section 6.4.1 of this Agreement.

1.80Nonrecourse Deductions. “Nonrecourse Deductions” has the meaning given in Section 7.2.5.

1.81OFAC List. “OFAC List” means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the United States Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the United States Treasury Department, Office of Foreign Assets Control pursuant to any Applicable Law, including trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States. The OFAC List currently is accessible through the Internet website www.treas.gov/ofac/tl1sdn.pdf.

Agreement.

1.82 Offer. “Offer” has the meaning given in Section 10.3.2 of this

1.83Operating Period. “Operating Period” has the meaning given in Section 9.2.7(c).

1.84Original Operating Agreement. “Original Operating Agreement” has the meaning given in paragraph B of the Background.

Section 11.1.

Other Member. “Other Member” has the meaning given in

1.85Owner. “Owner” means any direct or indirect subsidiary of the Company including either a single asset, single purpose, single member limited liability company wholly- owned by the Company or a limited liability company all of whose member interests are owned by the Company or by a single member limited liability company wholly-owned by the Company, and either (i) the owner of a Property (or proposed to own Property), or (ii) a partner in a partnership or a member in a limited liability company that owns a Property (or is proposed to own a Property). (For the avoidance of doubt, Holdco is deemed an “Owner”.)

1.86Partially Adjusted Capital Account. “Partially Adjusted Capital Account” means with respect to any Member for any Fiscal Year or other relevant period, the Capital Account of such Member at the beginning of such Fiscal Year or other relevant period, increased by all Capital Contributions during such year and all special allocations of income and gain pursuant to Section 7.2 or Section 7.3 with respect to such Fiscal Year or other relevant period, and decreased by all Distributions of Distributable Cash during such Fiscal Year or other relevant period and all special allocations of losses and deductions pursuant to Section 7.2 or Section 7.3, but before giving effect to any allocation of Net Profits or Net Losses for such Fiscal Year or other relevant period pursuant to Section 7.1.1 and Section 7.1.2.

1.87Participation Percentage. “Participation Percentage" of a Member means that percentage set forth opposite such Member's name on Exhibit Aand reflecting the Members’ relative Capital Contributions (subject to Percentage Adjustments as described in Section 6.4.2).

1.88Percentage Adjustment. “Percentage Adjustment” has the meaning given in Section 6.4.2(a)(i).

9.2.7(c).

1.89 Performance Test. “Performance Test” has the meaning given in Section

1.90Person. “Person” means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, or any other legal entity, and any fiduciary acting in such capacity on behalf of any of the foregoing.

1.91Professional Independent Director. “Professional Independent Director” has the meaning given in Section 9.1.2(a).

1.92Properties; Property. “Properties” means all of the hotel properties listed on Exhibit Cattached hereto; each of which is a “Property”.

1.93 Purchase Price. “Purchase Price” has the meaning given in Section 9.6.5.

1.94Qualified Arbitrator. “Qualified Arbitrator” has the meaning set forth in Section 24.1.7.

Section 9.6.2.

1.95 Receiving Member. “Receiving Member” has the meaning set forth in

1.96Receiving Member Notice. “Receiving Member Notice” has the meaning set forth in Section 9.6.3.

1.97Regulations. “Regulations” means the Income Tax Regulations promulgated under the Code, including Temporary and Proposed Regulations, as such Regulations may be amended from time to time, including corresponding provisions of succeeding Regulations.

1.98 Removal Date. “Removal Date” has the meaning given in Section 9.3.

Section 9.3.

1.99 Removal Notice. “Termination Notice” has the meaning given in

Section 9.3.2

1.100 Removing Member. “Removing Member” has the meaning given in

1.101Remaining Member. “Remaining Member” has the meaning given in Section 10.3.1.

1.102RevPAR. “RevPAR” means Gross Rooms Revenue for a particular time period (net of discounts, sales tax and meals) for a hotel divided by the number of available guest rooms in the hotel for the same time period. (RevPAR information shall be provided to the Parties by their obtaining STAR (also known as STR) reports of the RevPAR for the Properties and the Competitive Set.)

1.103RLH Management. ‘RLH Management” means Red Lion Hotels Management, Inc., an Affiliate of the RLH Member.

1.104RLH Member. “RLH Member” means Red Lion Hotels Corporation, a Delaware corporation.

1.105“R LHC Senior M ana gem ent”. “RLHC Senior Management” means any employees of Red Lion Hotels Corporation who do not work at individual hotel Properties and who hold one of the following job titles: “vice-president” , “senior vice president”, “executive vice president” or “president”.

1.106ROFO Initiating Member. “ROFO Initiating Member” has the meaning given in Section 10.3.2.

1.107ROFO Non-Initiating Member. “ROFO Non-Initiating Member” has the meaning given in Section 10.3.2.

1.108 ROFO Offer. “ROFO Offer” has the meaning given in Section 10.3.2.

1.109ROFO Offered Interests. “ROFO Offered Interests” has the meaning given in Section 10.3.2.

1.110ROFO Response Period. “ROFO Response Period” has the meaning given in Section 10.3.3.

Section 10.3.2

1.111 ROFO Sale Notice. “ROFO Sale Notice” has the meaning given in

1.112ROFO Sale Notice. “ROFO Sale Notice” has the meaning given in Section 10.3.2.

1.113Second Arbitrator. “Second Arbitrator” has the meaning given in Section 24.1.1.

1.114Second Arbitrator Notice. “Second Arbitrator Notice” has the meaning given in Section 24.1.1.

1.115Selling Member. “Selling Member” has the meaning given in Section 9.6.5 of this Agreement.

1.116Shelbourne Capital. “Shelbourne Capital” means Shelbourne Capital, LLC, a Pennsylvania limited liability company.

1.117Shelbourne Member. “Shelbourne Member” means Shelbourne Falcon RLHC Hotel Investors, LLC, a Delaware limited liability company.

1.118 Special Director. “Special Director” has the meaning given in Section

9.1.1.

1.119 Successor. “Successor” has the meaning given in Section 11.2.

1.120Target Capital Account. “Target Capital Account” means, with respect to any Member for any Fiscal Year or other relevant period, an amount equal to (a) the hypothetical distribution that such Member would receive if all Company assets were sold for cash equal to their Gross Asset Value, all Company liabilities were satisfied to the extent required by their terms (limited, with respect to each “partner nonrecourse liability” and “partner nonrecourse debt”, each as defined in Treasury Regulations § 1.704-2(b)(4), to the Gross Asset

Value of the asset(s) securing such liability), and the net cash of the Company were distributed in full to the Members as required pursuant to Section 12.2(f), all as of the last day of such Fiscal

Year or other relevant period), minus (b) the Member’s share of “partner minimum gain” determined pursuant to Treasury Regulations § 1.704-2(g), and minus (c) the Member’s share of the “partner nonrecourse debt minimum gain” determined in accordance with Treasury Regulations § 1.704-2(i)(5), all computed immediately prior to such hypothetical sale.

1.121Target Final Balance. “Target Final Balance” has the meaning set forth in Section 12.4.

1.122 Tax Authority. “Tax Authority” has the meaning given in Section 6.8.

1.123Tax Distribution. “Tax Distribution” means, with respect to each Member for each taxable year of the Company, an amount distributed to such Member in accordance with Section 8.3 hereof.

Section 13.2.

1.124 Tax Matters Partner. “Tax Matters Partner” has the meaning given in

1.125Tax Payment Loan. “Tax Payment Loan” has the meaning set forth in Section 8.4 hereof.

1.126Testing Period. “Testing Period” has the meaning given in Section 9.2.7(c).

1.127Third Arbitrator. “Third Arbitrator” has the meaning given in Section 24.1.1.

1.128 Total Price. “Total Price” has the meaning given in Section 9.6.2.

Section 11.1.

1.129 Termination Event. “Termination Event” has the meaning given in

1.130Termination Event Notice. “Termination Event Notice” has the meaning given in Section 11.2.

1.131Transfer. “Transfer” means any encumbrance, gift, assignment, pledge, hypothecation, sale or other transfer (whether directly or indirectly) of all or any portion of a Member Interest.

1.132Transfer Offer. “Transfer Offer” has the meaning given in Section 10.3.2.

1.133Transfer Sale Period. “Transfer Sale Period”has the meaning given in Section 10.3.5.

Section 9.6.1.

1.134 Unresolved Deadlock. “Unresolved Deadlock” has the meaning given in

1.135Unreturned Capital Contributions Account. “Unreturned Capital Contributions Account” means, with respect to each Member, a bookkeeping account which shall at all times be equal to the aggregate amount of Capital Contributions made to the Company by such Member reduced by Distributions made to such Member pursuant to Section 8.1.

1.136 Withholding Tax Act. “Withholding Tax Act” has the meaning set forth

in Section 8.4 hereof.

2.FORMATION OF LIMITED LIABILITY COMPANY. The Company was formed by the filing of the Certificate of Formation of the Company with the Delaware Secretary of State on September 4, 2014.

3. NAME AND PLACE OF BUSINESS.

3.1Name. The name of the Company is RL Venture LLC, or such other name as determined by the Board.

3.2 Principal Place of Business. The principal office of the Company shall be

W. 201 North River Drive, Spokane, Washington 99201, unless changed by the Managing Member. The registered agent of the Company in the State of Delaware is The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Managing Member may from time to time, change the registered office and principal place of business of the Company and, in such event, the Managing Member shall notify the Members in writing promptly after the effective date of such change. The Managing Member may establish additional offices or places of business of the Company when and as required by the Company’s business and approved by the Members and the Board as a Major Decision.

4.PURPOSE. The purpose of the Company is, directly or through one or more Owners, to acquire, hold, finance and dispose of the Properties and to engage in any and all general business activities related or incidental thereto permitted under the Act; provided that the Company shall not conduct any banking, insurance or trust company business.

5.TERM OF COMPANY; RECORDINGS; AGENT FOR SERVICE OFPROCESS.

5.1Term. The Company’s existence commenced as of the date of the filing of the Certificate of Formation and shall continue until terminated as herein provided or by operation of law.

5.2Qualification. The Managing Member shall cause the Company to file any documents with any other appropriate governmental agencies as may be required by applicable law. The Managing Member shall cause the Company to qualify to do business in any other jurisdiction as may be required under the laws of such jurisdiction.

5.3Agent for Service of Process. The name and address of the initial agent for service of process of the Company designated on the Certificate of Formation is The

Corporation Trust Company. The agent for service of process of the Company may be changed from time to time by the Managing Member, subject to applicable law.

6. CAPITAL CONTRIBUTIONS AND LOANS.

6.1 Initial Capital Contributions.

6.1.1In accordance with the Contribution Agreement, the RLH Member contributed to the Company all of the Properties in exchange for one hundred percent (100%) of the Member Interests in the Company, subject to satisfaction of the Contribution Funding. In addition, on the Contribution Date the Company caused Holdco to borrow from CS a loan in the aggregate principal amount of $80,000,000 (the “CS Loan”) of which (a) $53,807,023 is being funded by CS to the Company on the date hereof (and the sum of $48,787,352 was distributed by Holdco to the Company and used by the Company to satisfy the Contribution Funding), and (b) the balance is to be funded for improvements to be made to the Properties. CS required that the Company and the Owners guaranty the obligations of Holdco for the CS Loan. On the Effective Date, the Shelbourne Member acquired from the RLH Member a forty-five percent (45%) Member Interest in the Company in exchange for a payment to the RLH Member of

$18,455,256.

6.1.2The Members agree that the aggregate amount of the Initial Capital is set forth on Exhibit A.

6.2    Additional Capital Contributions or Loans. Except as in Section 6.3 and

6.4 of this Agreement or as otherwise agreed upon by the Board as a Major Decision, no Member shall be permitted or required to make any additional Capital Contributions or extend any loans to the Company.

6.3Required Additional Capital Contributions. If the Board determines as a Major Decision that the Company requires additional capital for any reason consistent with the purpose of the Company, each Member shall make an additional Capital Contribution in cash, in an amount equal to the product of (x) the aggregate Additional Capital Contribution as determined by the Board as a Major Decision, and (y) the respective Member’s Participation Percentage as of the Contribution Date, and at such times as set forth in a written notice delivered by the Company to each Member at least ten (10) Business Days prior to the effective date of any such Additional Capital Contribution (the “Additional Capital Contribution Notice”). Each Member shall thereafter be required to make an Additional Capital Contribution pursuant to the terms and conditions contained in the Additional Capital Contribution Notice.

6.4 Failure to Contribute Additional Capital.

6.4.1If a Member fails to contribute timely all or any portion of any Additional Capital Contribution required to be made by such Member pursuant to this Agreement and such failure continues for a period of ten (10) Business Days after the required date of such Additional Capital Contribution (the “Contribution Date”) stated in the Additional Capital Contribution Notice received by such Member (such Member being hereinafter referred to as a “Delinquent Member” and such failure being hereinafter referred to as a “Contribution

Default”), then the Member who is not a Delinquent Member (the “Non-Delinquent Member”) shall have the right to advance that portion of the Delinquent Member’s required Additional Capital Contribution which such Delinquent Member failed to make, on the following terms: (i) the sums thus advanced shall be deemed to be demand recourse loans from the Non-Delinquent Member to the Delinquent Member and an Additional Capital Contribution of such sums to the Company by the Delinquent Member; (ii) such loans shall bear interest at the rate of interest equal to the lesser of (x) eighteen percent (18%) per annum, or (y) the highest lawful rate, from the date that the advance was made until the date that such advance, together with any costs and expenses incurred by the Company as a result of the Delinquent Member’s failure to contribute, and together with all interest accrued thereon, is repaid; (iii) unless otherwise paid, and subject to Section 6.4.2(b) below, the repayment of these loans shall be withheld from any Distribution from the Company otherwise to be made to the Delinquent Member during the term of the Company or after dissolution; and (iv) all repayments of advances shall first be applied to any costs and expenses incurred by the Company as a result of the Delinquent Member’s failure to contribute, then to interest earned and unpaid, and then to principal. Any such election shall be made within ten (10) Business Days after notice of such option is given by the Board.

6.4.2If the Non-Delinquent Member does not make advances (as described in Section 6.4.1) in an aggregate amount sufficient to cover the entire amount of the required Additional Capital Contribution of the Delinquent Member, or if the loans referenced in Section 6.4.1 above are not repaid within six (6) months following the applicable Contribution Date, the Board shall, as determined by a majority of the Members, but expressly excluding the vote of any Director appointed by a Delinquent Member, take one or more of the following actions:

(a)In the case of the Non-Delinquent Member not making advances (as described in Section 6.4.1) in an aggregate amount sufficient to cover the entire amount of the required Additional Capital Contribution of the Delinquent Member, offer the Non- Delinquent Member the ability to make an Additional Capital Contribution, the sum of which shall equal the Delinquent Member’s required Additional Capital Contribution which such Delinquent Member failed to make and was not covered by a loan from Non-Delinquent Member as described in Section 6.4.1 , and adjust each Member’s Participation Percentage as follows:

(i)the Participation Percentage of the Delinquent Member shall be decreased by an amount, expressed as a percentage (subject to clause (iii) below, the “Percentage Adjustment”), equal to one and one-half times the product of (A) such Delinquent Member’s Participation Percentage (before any such adjustment) and (B) the quotient of (1) the amount of the Additional Capital Contribution which the Delinquent Member failed to make, (2) the product of (x) such Delinquent Member’s Participation Percentage (before any such adjustment), and (y) the sum of all Capital Contributions made by all Members prior to the date of the Additional Capital Contribution Notice and the aggregate Additional Capital Contribution set forth in the Additional Capital Contribution Notice; and

(ii)the Participation Percentage of the contributing Non- Delinquent Member shall be increased by an amount, expressed as a percentage, equal to the

Non-Delinquent Member’s share of the Percentage Adjustment determined pursuant to (i) above; and

(iii)the Participation Percentage of the Members shall be adjusted to the nearest one-hundredth of one percent.

(b)In the case of a loan referenced in Section 6.4.1 above and not repaid within six (6) months following the applicable Contribution Date, treat the outstanding loan advanced by a Non-Delinquent Member under Section 6.4.1 (together with the unpaid interest accrued thereon) as if it were an Additional Capital Contribution made by such Non- Delinquent Member pursuant to Section 6.4.2(a) as of the applicable Contribution Date (rather than as an Additional Capital Contribution of the Delinquent Member), and make the Percentage Adjustments described in Section 6.4.1 with respect thereto.

(c)Exercise such other rights and remedies to which the Board may be entitled at law or in equity or by statute.

6.4.3No right, power or remedy conferred pursuant to this Section 6.4 shall be exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right, power or remedy whether conferred in this Section 6.4 or now or hereafter available at law or in equity or by statute or otherwise.

6.5Interest on Capital Contributions. Except as described in Section 6.4.1, no interest shall be paid by the Company on any Capital Contribution made by any Member to the Company.

6.6Return of Capital Contributions. Except as otherwise provided in this Agreement, no Member shall have the right to withdraw or reduce such Member’s Capital Contribution or to receive any Distributions, except as a result of dissolution. No Member shall have the right to demand or receive property other than cash in return for such Member’s Capital Contributions.

6.7Loans By a Member. Loans by a Member to the Company shall not be considered Capital Contributions for purposes of this Agreement, increase such Member’s Capital Account or entitle such Member to any greater share of the Net Profits, Net Losses or Distributions of the Company than such Member is otherwise entitled to under this Agreement. No loan shall be made by a Member to the Company unless approved by the Board as a Major Decision.

6.8Withholding. The Company shall comply with all of its withholding obligations under the Code and under any applicable United States federal, state, local and, as applicable, foreign tax law. Any amount so withheld by the Company and paid over to the Internal Revenue Service and/or any other tax or other governmental authority, agency, entity, instrumentality or other body (any of the foregoing, a “Tax Authority”) in respect of any payment or Distribution made by the Company to or on behalf of any Member shall be treated as an amount actually paid or distributed to such Member or other Person for all purposes of this Agreement. With respect to any amount required to be remitted by the Company to any Tax

Authority in respect of any income, gain and/or Net Profits (and/or items comprising thereof) allocated and/or allocable to any Member, such Member shall, by no later than ten (10) days following the date of such remittance by the Company to the Tax Authority, repay to the Company such amount so remitted by the Company to the applicable Tax Authority (and which repayment by such Member shall be treated for all purposes of this Agreement as a repayment of a loan by such Member to the Company and not, for example, as a Capital Contribution or loan made by such Member to the Company); provided, however, if such Member fails to repay such amount in full within such ten (10) day period, then beginning on the day immediately following such ten (10) day period, interest on the unpaid amount shall accrue at the rate equal to eighteen percent (18%) per annum (with any such repayment(s), first, to offset and be applied to any accrued and unpaid interest to the extent thereof and, then, in repayment of the amount so remitted to the extent thereof); provided, further, the Company may (and shall) reduce and/or otherwise apply any amount otherwise distributable or payable to such Member in repayment of the unpaid balance, including the accrued and unpaid interest thereon (with any such amount so applied to be treated first as the payment of accrued and unpaid interest to the extent thereof and, then, in repayment of the amount so remitted to the extent thereof, but with the amount so applied otherwise being treated for all purposes of this Agreement as having actually been distributed and/or paid to such Member).

6.9 Intentionally Omitted.

6.10 Capital Accounts.

6.10.1An individual capital account (a “Capital Account”) shall be established and maintained on the books of the Company for each Member in compliance with Treasury Regulations Sections 1.704-1(b)(2)(iv) and 1.704-2.

6.10.2To each Member’s Capital Account there shall be credited the amount of cash and the initial Gross Asset Value of any other property contributed by such Member as Capital Contributions to the Company, such Member’s distributive share of Net Profits and items of income and gain, and the amount of any Company liabilities assumed by such Member or which are secured by any property of the Company distributed to such Member (but only to the extent such liabilities are to be credited pursuant to the Treasury Regulations).

6.10.3To each Member’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any property of the Company distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Net Losses and items of loss and deduction, and the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company (but only to the extent such liabilities are to be debited pursuant to the Treasury Regulations).

6.10.4Upon a transfer of any Member Interest in the Company or portion thereof in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Member Interest or portion thereof.

7. ALLOCATIONS.

7.1Allocation of Net Profits and Net Losses. After giving effect to the special allocations and limitations set forth in Sections 7.2 and 7.3, Net Profits and Net Losses shall be allocated to the Members as follows:

7.1.1Net Profits. Net Profits, and each item of Company income, gain, loss or deduction entering into the computation thereof, for each Fiscal Year or other relevant period shall be allocated to the Members so as to reduce, proportionally, the difference between their respective Target Capital Accounts and Partially Adjusted Capital Accounts for such Fiscal Year or other relevant period. No portion of the Net Profits for any Fiscal Year or other relevant period shall be allocated to a Member whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such Fiscal Year or other relevant period.

7.1.2Net Losses. Subject to Section 7.1.3, the Net Losses for any Fiscal Years and each item of Company income, gain, loss or deduction entering into the computation thereof, shall be allocated to the Members so as to reduce, proportionally, the difference between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such Fiscal Year or other relevant period. No portion of the Net Losses for any Fiscal Year or other relevant period shall be allocated to a Member whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such Fiscal Year or other relevant period.

7.1.3Loss Limitation. Net Losses allocated pursuant to Section 7.1.2 to a Member shall not exceed the maximum amount of Net Losses that can be allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year or other relevant period. In the event that some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Net Losses pursuant to Section 7.1.2, the limitations set forth herein shall be applied on a Member-by-Member basis and Net Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Members’ Capital Accounts so as to allocate the maximum permissible Net Losses to each Member under Treasury Regulations

§ 1.704-1 (b)(2)(ii)(d).

7.2Special / Regulatory Allocation. The following special allocations shall be made to the Members in the following order and priority:

7.2.1Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in §1.704-2(i)(4) of the Treasury Regulations, notwithstanding any other provision of this Section 7, if there is a net decrease in “partner nonrecourse debt minimum gain” (as defined in Treasury Regulations § 1.704-2(i)(2)) attributable to “partner nonrecourse debt (as defined in Treasury Regulations § 1.704-2(b)(4)) during any Fiscal Year, each Member who has a share of the partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in partner nonrecourse debt minimum gain attributable to such partner Nonrecourse Debt, determined in accordance with Treasury Regulation §1.704-2(i)(4). Allocations pursuant to the

previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with §§1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. This Section 7.2.1 is intended to comply with the minimum gain chargeback requirement in §1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.

7.2.2 Minimum Gain Chargeback. Except as otherwise provided in

§1.704-2(f) of the Treasury Regulations, notwithstanding any other provision of this Section 7, if there is a net decrease in “partnership minimum gain” (as defined in Treasury Regulations § 1.704-2(b)(2)) during any Fiscal Year or other relevant period, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other relevant period (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in partnership minimum gain, determined in accordance with Treasury Regulations

§1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with §§1.704-2(f)(6) and 1.704(j)(2) of the Treasury Regulations. This Section 7.2.2 is intended to comply with the minimum gain chargeback requirement in §1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith.

7.2.3Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations §1.704- 1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) which causes or increases an Adjusted Capital Account Deficit of such Member, items of Company income and gain shall be specially allocated to such Members in an amount and manner sufficient to eliminate any such Adjusted Capital Account Deficit as quickly as possible. This Section 7.2.3 is intended to qualify as a “qualified income offset” within the meaning of Treasury Regulations §1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

7.2.4Member Nonrecourse Deductions. Any “partner nonrecourse deductions” (as defined in Treasury Regulations § 1.704-2(i)(1)) for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the “partner nonrecourse debt” (as defined in Treasury Regulations § 1.704-2(b)(4)) to which such partner nonrecourse deductions are attributable in accordance with Treasury Regulations §1.704- 2(i)(1).

7.2.5Nonrecourse Deductions. “Nonrecourse deductions” (as defined in Treasury Regulations § 1.704-2(b)(1)) shall be allocated among the Members in proportion to their respective Participation Percentages.

7.2.6Section 754 Adjustments.    To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code

Section 743(b) is required pursuant to Treasury Regulations §1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations §1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis)

and such gain or loss shall be specially allocated to the Members, respectively, in proportion to their respective Participation Percentages in the event Treasury Regulations §1.704- 1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulations §1.704-1(b)(2)(iv)(m)(4) applies.

7.3Curative Allocations. The allocations set forth in Section 7.1.3 and Section 7.2 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this

Section 7.3. Therefore, notwithstanding any other provision of this Section 7 (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Sections 7.1.1 and 7.1.2. In exercising its discretion under this Section 7.3, the Managing Members shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.

7.4 Tax Allocations.

7.4.1General. For each Fiscal Year, items of taxable income, deduction, gain, loss or credit shall be allocated for income tax purposes to and among the Members in the same manner as their corresponding book items are allocated to the Members pursuant to Sections 7.1, 7.2 and 7.3 hereof for such Fiscal Year, as modified by subsections 7.4.2 through

7.4.4 below.

7.4.2Section 704(c) Allocations. In accordance with Code

Section 704(c) and the Treasury Regulations promulgated thereunder, Company income, gain, loss, and deduction with respect to any asset contributed to the capital of the Company shall, solely for tax purposes, be allocated to and among the Members so as to take account of any variation between the Company’s adjusted tax basis in such asset for United States federal income tax purposes and the Gross Asset Value of the asset using any method (or methods) permitted under Code Section 704(c) and the Treasury Regulations thereunder as determined by the Managing Member and approved by the Board as a Major Decision. Notwithstanding anything to the contrary in this Section 7.4.2, the Company shall use the either (a) the traditional method with curative allocations under Treasury Regulations § 1.704-3(c), or (b) the remedial allocation method under Treasury Regulations § 1.704-3(d) as shall be selected by the Shelbourne Member prior to the Company’s preparation of its first Federal income tax return to be filed after the Effective Date with respect to any property deemed contributed to the Company by the RLH Member on the Effective Date under Revenue Ruling 99-5, 1999-1 CB 434, Situation 1, with respect to which the “ceiling rule,” as defined in Treasury Regulations § 1.704- 3(b)(1), applies.

7.4.3Reverse Section 704(c) Allocations. In the event the Gross Asset Value of any Company asset is adjusted pursuant to clauses (b) or (d) of the definition of "Gross Asset Value," subsequent allocations of Company income, gain, loss and deduction with respect to such asset shall take account of any variation between the Gross Asset Value of such asset immediately before such adjustment and its Gross Asset Value immediately after such adjustment using any method (or methods) permitted under Code Section 704(c) and the Treasury Regulations thereunder as determined by the Managing Member and approved by the Board as a Major Decision.

7.4.4Recapture Income. Depreciation and amortization recapture, if any, resulting from any sales or dispositions of tangible or intangible depreciable or amortizable property of the Company shall be allocated to and among the Members in the same proportions that the depreciation or amortization being recaptured was allocated to and among the Members to the maximum extent permissible under the Treasury Regulations.

7.4.5Other. Any elections or other decisions relating to allocations under this Section 7.4 will be made by the Managing Member with the approval of the Members (which approval not to be unreasonably withheld, conditioned or delayed). Allocations under this Section 7.4 are solely for purposes of United States federal, state and local taxes and will not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profits or Net Losses or other items or Distributions under any provision of this Agreement.

7.5Allocation in Event of Transfer. If any Member Interest is transferred, or the Participation Percentages are increased or decreased by reason of the admission of a new Member or otherwise during any Fiscal Year or other relevant period, Net Profits, Net Losses and items thereof for such Fiscal Year or other relevant period shall be assigned to the day in the particular period of such Fiscal Year or other relevant period to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred) and the amount of each such item so assigned to any such day shall be allocated as if the Company closed its books as of the date of such transfer or increase or decrease.

7.6Allocation of Tax Credits. Except as may otherwise be required by law, any tax credits to which the Company may be entitled shall be allocated among the Members in accordance with their respective Participation Percentages.

7.7Allocations of Tax Items. For federal income tax purposes, every item of income, gain, loss and deduction shall be allocated among the Members in accordance with the foregoing allocations.

8. DISTRIBUTIONS AND FEES.

8.1Distribution of Distributable Cash. Distributable Cash shall be distributed to the Members as follows:

(a)First, to the Members with positive Unreturned Capital Contribution Account balances, pro rata in accordance with such balances, until the Unreturned Capital Contribution Account balance of each Member is reduced to zero; and

(b)Thereafter, to the Members in accordance with their respective Participation Percentages.

Distributions shall be made as determined by the Board, but no less frequently than monthly.

8.2To Whom Distributions Are Made. Unless named in this Agreement or unless admitted as a Member as provided in this Agreement, no person or entity shall be considered a Member in the Company. Any Distribution by the Company to the person shown on the Company records as a Member, or to such Member’s legal representatives, or to a named assignee of the right to receive Distributions, shall acquit the Company and the Members of all liability to any other person who may be interested in such Distribution by reason of an assignment by a Member or for any other reason.

8.3Tax Distributions. Prior to the Distribution of Distributable Cash to the Members pursuant to Section 8.1, for any Fiscal Year, to the extent that the Managing Member determines in good faith that cash is available, the Company shall make distributions (“Tax Distributions”) to the Members at such times and in such amounts as are necessary to enable the Members to satisfy their respective quarterly estimated income tax obligations attributable to their respective Cumulative Income Tax Liabilities. If the Managing Member determines that the Company lacks sufficient cash to make such Tax Distributions on the dates described above, available cash shall be distributed to the Members as Tax Distributions in proportion to the excess of the Cumulative Income Tax Liability of each Member for the relevant Fiscal Year over the cumulative amount of Tax Distributions previously made to such Member with respect to such Fiscal Year. Any Tax Distribution to a Member will be deemed to be an advance Distribution of amounts otherwise distributable to such Member pursuant Section 8.1 and will reduce the amounts that would subsequently otherwise be distributable to such Member pursuant to Section 8.1 in the order they would otherwise have been distributable.

8.4Withholding Obligations. Unless treated as a Tax Payment Loan, any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a Distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Member (including as a Tax Distribution), the excess shall constitute a loan from the Company to such Member (a “Tax Payment Loan”), which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at a lesser of (i) a variable rate per annum at all times equal to two hundred (200) basis points in excess of the Prime Rate or (ii) the maximum legal interest rate under applicable law. As long as any Tax Payment Loan or the interest thereon

remains unpaid, the Company shall make future Distributions due to such Member under this Agreement by applying the amount of any such Distribution first to the payment of any unpaid interest on all Tax Payment Loans to such Member and then to the repayment of the principal of all Tax Payment Loans of such Member. The Managing Member shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section 8.4. Nothing in this Section 8.4 shall create any obligation on any Member to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Act except for withholding tax liabilities attributable to such Member

8.5Fees. The Members agree that, in addition to any Distributions to be made pursuant to this Agreement, the Members shall be entitled to receive the following fees paid by the Company:

8.5.1The Company shall pay to the Shelbourne Member an investors relations fee each month equal to 0.50% of the total aggregate revenue of the Properties during the prior month;

8.5.2The Company shall pay to CPA Development, LLC (a designee of the Shelbourne Member) a construction management fee in the aggregate amount of $200,000 plus approved expense reimbursements (the payments of such fee and reimbursements to be in accordance with an agreement to be executed by the Company and CPA Development, LLC. The agreement and the payment of such fee shall be subject to the approval of Board including the approval of the Director appointed by Shelbourne Capital);

8.5.3On the date hereof, the Company shall pay to Shelbourne Capital a financing fee (as is also described in the Member Interest Purchase Agreement) in the amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00);

8.5.4The Member Interest Purchase Agreement that on the date hereof Shelbourne Capital shall be paid an acquisition fee in the amount of Eight Hundred Eighty-Eight Thousand Three Hundred Sixty and 00/100 Dollars ($888,360.00) fifty-five percent (55%) of which is paid by the RLH Member and forty-five percent (45%) of which is paid by the Shelbourne Member; and

8.5.5The Company shall cause Holdco to cause each of the Owners to pay to the Management Company the fees and other amounts provided for in the Management Contracts between such Owner and the Management Company, and, after entering into a franchise agreement, to pay the franchisor the fees and other amounts provided for in the franchise agreement between such Owner and a franchisor.

8.6Right of Setoff. In the event the Shelbourne Member determines that the Company has a claim against the RLH Member arising from a breach of any representations, warranties or indemnifications obligations of the RLH Member under that certain Contribution Agreement entered into as of the business day immediately preceding the date of this Agreement and pursuant to which the Company acquired the Properties, the Directors appointed by the

Shelbourne Member alone shall be entitled to vote as Directors to assert a claim against the RLH Member. If a claim is asserted on behalf of the Company against the RLH Member under the Contribution Agreement or by the Shelbourne Member under the Member Interest Purchase Agreement, it shall specify the nature and amount of such claim and, if there is an agreement reached between the RLH Member and Shelbourne Member or a determination is made judicially or by binding arbitration of an amount that is due to the Shelbourne Member on account of the Shelbourne Member’s claim, and such amount has not been paid in full to the Shelbourne Member within thirty (30) days following such agreement or determination, the Managing Member shall set off against amounts distributable to the RLH Member pursuant to Section 8 of this Agreement up to the unpaid amount of the Shelbourne Member’s claim and will cause the Company, as agent for the RLH Member, to pay any amounts so set off to the Shelbourne Member to cover the unpaid amount of such claim. Such payment shall be deemed to have been paid to the RLH Member and, in all other respects, shall be deemed as having been distributed to the RLH Member pursuant to Section 8 of this Agreement. If there is such an agreement or determination but, before the earlier of the amount due to the Shelbourne Member pursuant to such agreement or determination being fully paid to the Shelbourne Member or the expiration of the thirty (30) days following such agreement or determination there are any distributions otherwise to be made to the RLH Member, the amounts otherwise distributable to the RLH Member shall be held in escrow by the Managing Member pending confirmation of payment in full by the RLH Member to the Shelbourne Member of the amount that was agreed upon or determined to be payable by the RLH Member to the Shelbourne Member. Nothing contained in this Agreement shall limit the right of the Shelbourne Member to assert a claim against the RLH Member under the Member Interest Purchase Agreement under which the Shelbourne Member acquired its Member Interest in the Company.

Any dispute about the validity of or amount due as a result of such a claim under the Contribution Agreement shall be resolved through arbitration in accordance with Section 24 but any election to be made by the Company to assert a claim under the Contribution Agreement shall be made by the Company at the direction solely of the Shelbourne Member.

8.7Right of First Offer on Equity Capital for Additional Hotels. In the event that at any time during which the Shelbourne Member remains a Member of the Company (the “New Hotel Equity ROFO Period”), Company, the RLH Member, or any of its Affiliates, shall elect to pursue the acquisition of any one or more additional hotel properties and intends to seek equity capital from another Person for the acquisition and/or rehabilitation/renovation of such one or more additional hotel properties, the Company or RLH Member (as applicable) shall first offer, or cause its Affiliate to first offer, to Shelbourne Capital the opportunity for Shelbourne Capital or its designee to provide such equity capital for such hotel property acquisition and/or rehabilitation/renovation to the extent that such equity capital is not provided by the Company (for acquisitions by the Company) or by the RLH Member or its Affiliates (for acquisitions by any of them) ; and, for each such additional hotel property, the RLH Member or its Affiliate shall have the right to participate pro-rata alongside Shelbourne Capital or its designee in providing such equity capital with the percentage share of the RLH Member or its Affiliate being up to the same percentage as the Participation Percentage of the RLH Member in the Company or in such other percentage as may be agreed upon by the RLH Member and Shelbourne Capital. The foregoing right of first offer is hereinafter referred to as the “New Hotel Equity ROFO”.

The New Hotel Equity ROFO shall not apply in the case of an independent third party bringing to the Company, the RLH Member or its Affiliate an opportunity to acquire one or more hotel properties together with such third party’s offer to provide the equity capital required for the acquisition (and, as applicable, rehabilitation/renovation), provided the third party’s equity is accepted on the terms offered. Until the expiration of the New Hotel Equity ROFO Period, the RLH Member shall give to Shelbourne Capital notice describing in reasonable detail the additional hotel property and the projected equity capital being sought by the Company, RLH Member or its Affiliate and, no later than five (5) days after giving such notice, the RLH Member shall provide or make available to Shelbourne Capital, or cause to be provided or made available, all relevant documentation and other information (including, without limitation, due diligence information, a projected “pro forma” and financial returns, and a projected business plan) that the Company, RLH Member or its Affiliate has regarding the additional hotel property and the projected equity capital required. Shelbourne Capital shall have a period of at least thirty

(30) days from receipt of such documentation and other information during which to conduct a due diligence investigation of the proposed additional hotel property and proposed equity capital requirement and notify the RLH Member if Shelbourne Capital wishes to invest the proposed equity capital. Shelbourne Capital’s failure to give to the RLH Member a notice before the expiration of such thirty (30) day period shall be deemed Shelbourne Capital’s declining to

invest the proposed equity capital and the Company, RLH Member or its Affiliate shall be free to seek the required equity capital elsewhere. Before the Company, RLH Member or its Affiliate shall either offer to another Person or accept from another Person all or any portion of the required equity capital on terms that are more advantageous to that Person than the terms last offered to or proposed by Shelbourne Capital, the RLH Member or its Affiliate shall first offer the same terms to Shelbourne Capital and the RLH Member or its Affiliate and Shelbourne Capital shall follow the same process as is set forth above in this Section 8.7 If Shelbourne Capital shall timely give the RLH Member notice of Shelbourne Capital’s election to invest the proposed equity capital, then the RLH Member shall proceed, or cause its Affiliate to proceed with good faith negotiations with Shelbourne Capital and, within forty-five (45) days after Shelbourne Capital’s notice of its election to invest the proposed equity capital, complete and execute definitive agreements with Shelbourne Capital or its designee for the contribution of the required by Shelbourne Capital or its designee and participation of Shelbourne Capital or its designee in the ownership of the entity acquiring the additional hotel property.

8.8Termination Fees. If, as a result of a transfer of a Property, the Management Agreement for that Property will be terminated, the RLH Member will cause its Affiliate, Red Lion Hotels Franchising, Inc., to offer to enter into a franchise agreement under its then-standard terms and conditions consistent with Schedule 16.4(a) of the Management Contract. In the event that prior to or contemporaneously with the transfer, the transferee and the Affiliate do not enter into a franchise agreement with a term of at least three years, the Company will pay to the Affiliate a franchise termination fee in accordance with the provisions of Section 16.4(b) of the Management Contract for that hotel. The Termination Fee shall be paid on the date of the transfer of the Property. No other termination fee shall be payable for the termination of the Management Agreement in connection with a transfer of a Property. In the event that the Shelbourne Member acquires the Member Interests held by the RLH Member through the Buy/Sell process described in Section 9.6, the Company shall have the right to terminate the Management Agreement for the Properties and to enter into franchise agreements on the same

terms as a transferee of a Property and if it fails to do so, will pay the termination fee for each Property that does not enter into a franchise agreement with the Affiliates (and no other termination fee shall be payable for the termination of the Management Agreement in connection with the Shelbourne Entity acquiring the Member Interests held by the RLH Member through the Buy/Sell process described in Section 9.6.)

9. MANAGEMENT.

9.1 General Management.

9.1.1Except as otherwise expressly provided in this Agreement, the day- to-day business and affairs of the Company shall be conducted by the Managing Member, but all decisions affecting the business and affairs of the Company that are identified by this Agreement as Major Decisions shall be made, by the Board. Unless otherwise provided in this Agreement,

(i)approval of the Board means the approval of a majority of all Directors; and (ii) any Major Decision shall require approval of at least two-thirds (2/3) of all Directors. The Board shall consist of seven (7) directors: three (3) chosen by the RLH Member; three (3) chosen by the Shelbourne Member, or their respective permitted successors and assigns; and one (1) chosen by the RLH Member from a list of five (5) independent Persons proposed by the Shelbourne Member. The initial Directors shall be those individuals set forth on Exhibit Bto this Agreement. Subject to the last sentence of this Section 9.1.1, any Director may be removed with or without cause by the Member entitled to select such Director. Any Director may resign at any time upon written notice to the Company and the Members. Any vacancy in the Board shall be filled by the Member entitled to select the Director whose resignation or removal led to the vacancy. The Director who was chosen by the RLH Member from a list of Persons proposed by the Shelbourne Member may be removed by consent of the RLH Member and the Shelbourne Member, and the successor to such Director shall be selected by RLH from a list of persons proposed by the Shelbourne Member at that time (and such list may include any one or more Persons previously proposed by the Shelbourne Member on any list previously submitted to the RLH Member pursuant to this Section).

9.1.2At all times, the Company shall have designated an additional Person (“Special Director”) who shall be deemed a member of the Board for the limited purpose of considering matters under Section 9.2.4(xxvi) and shall have no other powers and responsibilities and shall have the qualifications set forth in Section 9.1.2(a). If and when consent of the Special Director is sought for a matter which, pursuant to this Agreement, the approval or consent of the Special Director is required by the terms of the Agreement, the Special Director shall be entitled to be compensated by the Company on an hourly basis at the Special Director’s standard hourly rate (which, if the Special Director is an attorney, shall be his customary hourly rate for providing legal services) for the time actually spent by the Special Director specifically for such matter. Except exclusively for matters for which the approval or consent of the Special Director is specifically required under Section 9.2.4(xxvi), the Special Director shall not be entitled to attend meetings of the Board or receive any materials or information regarding the Company, its assets, liabilities, activities or operations (or of any of its direct or indirect subsidiaries). The initial Special Director shall be Joshua Sarner. The Board shall have the right, as a Major Decision, to replace, from time to time and at any time, the

individual serving as Special Director provided the individual selected by the Board meets the criteria set forth in Section 9.1.2(a).

(a)The Special Director shall be an individual who is not and has not been for at least five (5) years:

(i)a manager or director (other than in its capacity as an independent manager or director of any Member and/or the Company or an affiliate), officer, employee, trustee, trade creditor, customer, supplier, member attorney, counsel or shareholder (or spouse, parent, sibling or child of the foregoing) of (i) a Member or the Company, (ii) a principal of a Member or the Company, (iii) any equitable or beneficial owner, partner, principal or affiliate of a Member or the Company or of a principal of any such Person, or (iv) any affiliate of any equitable or beneficial owner, partner, or principal of a Member or the Company or of a principal of any such Person; or

(ii)a creditor, customer, supplier or Person who derives any of its purchases or revenues from its activities with (i) a Member or the Company, (ii) a principal of a Member or the Company, (iii) any equitable or beneficial owner, partner, principal or affiliate of a Member or the Company or of a principal of any such Person, or (iv) any affiliate of any equitable or beneficial owner, partner, or principal of a Member or the Company or of a principal of any such Person.

A natural person who satisfies the foregoing definition other than subparagraph 9.1.2(a)(ii) shall not be disqualified from serving as Special Director of the Company if such individual who provides professional independent manager or director services (a “Professional Independent Director”) and other corporate services in the ordinary course of his business. A natural person who otherwise satisfies the foregoing definition other than subparagraph 9.1.2(a)(ii) by reason of being the independent manager or director of a “special purpose entity” affiliated with the Company shall not be disqualified from serving as Special Director of the Company if such individual is either (i) a Professional Independent Director or (ii) the fees that such individual earns from serving as Independent Director of affiliates of the Member or the Company in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.

9.2Powers of the Board; Major Decisions.

9.2.1The Board shall have the right, power and authority to approve any and all actions consistent with the purpose of the Company that is permitted under this Agreement and under applicable law. Furthermore, the Board shall have the power to direct the Managing Member to undertake any action which, pursuant to the provisions of this Agreement would require approval of the Board if initiated by the Managing Member or any other Member, provided that if the action is a Major Decision, it shall require the consent of two-thirds (2/3) of all Directors; and, if so directed by the Board, the Managing Member shall follow such direction. Except as provided in this Agreement, no Member shall have any right, power or authority to act (as agent or otherwise) for, or to bind, the Company in any manner (other than as expressly provided herein).

9.2.2Subject to the authority, direction and supervision of the Board and the remaining provisions of this Agreement, the day-to-day administration of the Company’s business (including the role of the Company as a member of any Owner and the Company’s performance of the obligations of the Company under any contract to which the Company is a party) shall be conducted by the Managing Member. The Managing Member shall devote such time to the Company as shall be necessary in its sole and absolute discretion to conduct the Company’s business and to carry out its duties and responsibilities under this Agreement for the furtherance of the Company’s business. Except as otherwise directed or approved by the Board, the Managing Member shall cause compliance by the Company with the terms and conditions of any contract to which the Company is a party and enforce compliance by the other party to such contract with the Company.

9.2.3The Managing Member shall use commercially reasonable efforts in good faith to comply with, and to administer the Company in conformance with any Business Plan and Approved Budget and the decisions and directives of the Board. Actions that result in expenses for any Property in a calendar quarter that do not increase the aggregate expenses for that Property in that calendar quarter by more than five percent (5%) above the aggregate expenses budgeted in the Approved Budget for that Property for that quarter shall be deemed to be in compliance with an Approved Budget. The Managing Member shall not take any action which constitutes a Major Decision without Approval of the Board.

9.2.4Neither the Managing Member nor the Board shall have authority to do any of the following (each of which is deemed a Major Decision) without first obtaining the written approval of affirmative vote at a meeting of the Board of at least two-thirds (2/3) of all Directors (which approval may be effected at a meeting, or by written consents (which can be effected through electronic or facsimile transmission)):

(i)Cause the Company or any Owner to enter into any purchase, lease or other acquisition of (a) any hotels; or (b) any real property; (c) any stock or other equity interests of or in another person or entity; or (d) any personal property (other than ordinary course operating supplies) for any one Property with a value in excess of $10,000 in the aggregate in any calendar year unless the expenditure is approved in an Approved Budget.

(ii)Cause the Company or any Owner to enter into any sale, lease, exchange or other transfer or disposition of (a) any of the Properties or (b) any real property;

(c) any transfer of the ownership interests in any Owner, or substantially all of the assets of any Owner, as part of a single transaction or plan or in integrated multiple transactions.

(iii)Amend this Agreement or the certificate of formation of the Company or approve the amendment of any of the operative organizational documents of any Owner.

(iv)Change, or approve a change in, the purpose or nature of the business of the Company or any Owner.

(v) Change the Company or any Owner to any other legal form.

(vi)Cause the Company or any Owner to engage any Management Company (other than Red Lion Hotels Management, Inc.), or to terminate the Management Contract for any of the Properties; or to amend or terminate any Management Contract for any of the Properties.

(vii)Cause the Company or any Owner to (a) enter into any Material Contract for which the contract expenditure has not been included in an Approved Budget or Business Plan, or (b) amend any Material Contract to increase the expenditure required by the Company in excess of the amounts approved in an Approved Budget or Business Plan, or (c) enter into any partnership or joint venture agreement.

(viii)Cause the Company or any Owner to enter into any agreement that is not related to the operations or ownership of the assets of the Company or the Owners.

(ix)Admit a new Member to the Company or to any Owner, or cause the Company or any Owner to issue (or grant any option for) any additional Member Interest (or any obligation or instrument convertible into an additional Member Interest) to any Person, or to redeem any Member Interest.

(x)Cause any merger or reorganization of the Company or any Owner with another limited liability company, corporation, general partnership, limited partnership, or other entity.

(xi)Change the Managing Member of the Company or the managing member, manager, or general partner of any Company.

(xii)Liquidate, dissolve, wind-up or terminate the business of the Company or any Owner (except for termination of the business of a subsidiary after a sale of all of the assets of such subsidiary).

(xiii)Call for capital or any loans to be funded to the Company or any Owner if not specifically stated in the Business Plan.

(xiv)Approve or amend any Business Plan or Approved Budget (operating and capital) of the Company or any Owner.

(xv) Make expenditures for capital improvements, provided that:

(a) such approval shall not be required for capital improvements that are included in an Approved Budget or Business Plan; (b) Managing Member may cause the Company or Owner make capital expenditures that are reasonably required to address emergency situations posing a risk of imminent harm to persons or property; and (c) Managing Member may authorize the Company or Owner to make capital expenditures not included in an Approved Budget or Business Plan for which the expenditure is less than $10,000 for any one Property in any one calendar year.

(xvi)Take any act or cause the Company or any Owner to do anything that which would cause a Member to incur personal liability for the obligations of the Company or any Owner, as applicable, without the prior written consent of such Member (which the Member shall have the right to withhold in the Member’s sole discretion).

(xvii)Do anything which would make it impossible to carry on the ordinary business of the Company or any Owner.

(xviii)Confess (or enter into any agreement to confess) a judgment against the Company or cause any Owner to confess (or enter into any agreement to confess) a judgment against the Company or any Owner.

(xix)Cause the Company or any Owner to borrow any money or to become obligated as a guarantor or surety for any Person or with respect to any obligation or assign or grant a security interest in any of the assets of the Company or any Owner.

(xx)Cause the Company or any Owner to give a mortgage, security interest or other encumbrance or pledge of all or any portion of any of the interests of the Company or Holdco in any Owner or in all or any portion of any of the Properties or on any other assets of the Company or Owner (other than ordinary course of business financing for any Owner for furniture, fixtures and equipment (FF&E) approved as part of an Approved Budget).

any Owner.

(xxi) Cause any prepayment of indebtedness of the Company or

(xxii)Establish any Cash Reserves not specifically provided for in the Business Plan or Approved Budget.

(xxiii)Cause any Distribution of Distributable Cash except as approved in an Approved Budget or provided for in a distribution policy adopted by the Board as a Major Decision.

(xxiv)Cause the Company or any Owner to enter into any transaction, including the rendering of services, between a Member or any Affiliate of a Member and the Company, other than those identified in this Agreement.

(xxv)Cause the Company or any Owner to commence or settle (or otherwise dispose of) any litigation, provided that such approval shall not be required to commence or settle any litigation: (a) for which insurance proceeds will cover the entire claim less a deductible that is part of an insurance program that has been Approved by the Board as a Major Decision; or (b) for which the cost to the Company is less than $50,000 in the aggregate for any single Property in any one calendar year.

(xxvi)Cause the filing, or consent to the filing of, on behalf of the Company or any Owner, of a petition or other similar action in bankruptcy or similar proceeding for Company or any Owner (including: filing an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature or

otherwise seeking any relief under any laws relating to the relief from debts or the protection of debtors generally; seeking, consenting to or acquiescing in the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Company or any Owner; making an assignment of its assets for the benefit of its creditors or an assignment of the assets of another entity for the benefit of such entity’s creditors; or taking any action in furtherance of the foregoing). Any action described in this subsection (xxvi) shall require the prior written consent of the Special Director.

elections.

(xxvii) Cause the Company or any Owner to make any tax

9.2.5The Managing Member shall give to all members of the Board prior notice of any meeting at which the Board will be asked to vote on any matter or action which constitutes a Major Decision.

9.2.6The Board shall hold meetings either in person or by video- conference or teleconference at least once per calendar quarter and, in addition, a meeting of the Board shall be held within five (5) business days of the request of any two of the Directors by notice to the Managing Member. Managing Member shall provide meeting minutes and meeting materials to the Directors.

9.2.7The Members and the Board hereby approve the retention of RLH Management as the Management Company pursuant to a Management Contract with each Owner owning one of the Properties, and the payment of fees and other amounts as described in the Management Contracts. The Company shall exercise its voting and other control to cause Holdco to cause the other Owners as applicable, to retain RLH Management as its Management Company.

(a)The prior approval of the Board as a Major Decision shall be required for any instance in which an Owner takes action (i) to provide approval, consent, agreement, or exercise of any termination right in connection with a Management Contract, or

(ii)to provide approval, consent, agreement for, or enter into, or to terminate any franchise agreement.

(b)Notwithstanding any other provision of this Agreement, as long as the Management Company is either an Affiliate of the RLH Member or the RLH Member or any Affiliate of the RLH Member has directly or indirectly an ownership interest in the Management Company all decisions relating to (i) the exercise of any consent, approval, option or election of an Owner under a Management Contract, or (ii) making any claim (or exercising any remedies) against the Management Company or commencement (or settlement) of any action to enforce or decision to terminate a Management Contract as a result of a default in the obligations of the Management Company under the Management Contract, shall be made and exercised by the Board with approval of a majority of the Directors appointed by the Shelbourne Member and the Independent Director, without a vote by the Directors appointed by the RLH Member. Subject to the preceding sentence, RLH Management shall not be terminated as the Management Company without the approval of the Board as a Major Decision. For the avoidance of doubt,

this provision shall not apply to limit the right of the Directors appointed by the RLH Member to participate in the approval of a budget as a Major Decision.

(c)Notwithstanding any other provision of this Agreement or in any Management Agreement, if the Properties have not met the following performance-based test, the Company shall have the right (through its wholly-owned subsidiary, Holdco and through Holdco’s ownership of the Owners) to cause the Owners to terminate the Management Contracts with the Management Company (without payment of any termination fee) upon decision by the Board with approval of a majority of the Directors appointed by the Shelbourne Member and the Independent Director, and without a vote by the Directors appointed by the RLH Member:

(i)Performance Test. If for any two consecutive six-month periods (each six-month period is an “Operating Period”) beginning with the first day of the second Full Operating Year (as defined in the Management Contract) (each two consecutive six- month period is a "Testing Period"), each of the following occurs in both of such Operating Periods: (a) the aggregate Gross Operating Profit (as defined in the Management Contract) achieved by the Properties for each Operating Period is less than 90% of the aggregate Gross Operating Profit set forth in the Approved Business Plan for such Operating Period, and (b) the average RevPAR for all of the Properties for each such Operating Period is less than 90% of the average RevPAR for hotels in the Competitive Set for the same Operating Period (collectively, the "Performance Test"). If no Approved Business Plan has been approved by the Parties for any Operating Year (as defined in the Management Contract), the applicable Approved Business Plan for purposes of computing the Performance Test shall be that from the preceding Operating Year. As promptly as reasonably possible after the end of each Testing Period, the Managing Member shall obtain the relevant RevPAR reports (i.e., STAR Reports from STR Global) and provide to the Members such RevPAR reports and the Gross Operating Profit information needed to confirm whether the Performance Test has been achieved for such Testing Period. If the Performance Test is not achieved for any Testing Period, then the Company (subject to the provisions regarding decisions of the Board as set forth in Section 9.2.7(b)) may exercise its right to cause the termination of the Management Contracts for all of the Properties by delivering a notice of termination to Management Company given within sixty (60) days after receipt by the Company of the certified financial statements for the Properties for the second such Operating Period, specifying a termination date not less than sixty (60) days nor more than one hundred- twenty (120) days after the delivery of such notice. Notwithstanding the foregoing, the Company's right to cause termination of Management Contracts under this Section 9.2.7(c) shall not be exercisable if the applicable level of aggregate Gross Operating Profit or the applicable relative RevPAR results is not achieved as a result of: (i) Force Majeure (as defined in the Management Contract) affecting the Properties, (ii) a failure of Owners to fund a Funds Request that Section 5.5.2 of the Management Contract requires Owners to fund, or (iii) the performance of approved Building Capital Improvements (as defined in the Management Contract) or ROI Capital Improvements (as defined in the Management Contract) adversely affecting a material portion of the income generating areas of the Properties or any other area material to the operation of the Properties ).

(ii)Cure Right. Notwithstanding anything to the contrary in this Section 9.2.7(c), if Company causes a notice of termination to be given pursuant to Section

9.2.7(c)(i), the Management Company shall have the right, but not the obligation, to pay to the Company, within sixty (60) days after receipt by Management Company of such termination notice, an amount equal to the difference between: (a) 90% of the aggregate Gross Operating Profit set forth in the Operating Plan for the Test Period giving rise to Company's right to cause the termination, and (b) the actual aggregate Gross Operating Profit for such Operating Period. If Management Company timely makes such payment, Company's notice of termination shall be deemed withdrawn for the Testing Period on which such notice of termination was based.

(iii)Competitive Set. Schedule 9.2.7(c) lists a set of competitive hotels for each of the properties (the "Competitive Set") for the purposes of the Performance Test. If a material change to any hotel in the then existing Competitive Set occurs, including the cessation of operation of a hotel, or a material change in the standards of operation of a hotel, then either the Company (by decision of by decision of a majority of the Directors appointed by the Shelbourne Member and the Independent Director) or the Management Company may request the replacement of such hotel in the Competitive Set, provided the replacement hotel has been in operation for at least three full years. The Initial Competitive Set as agreed upon as of the Effective Date by the Company (by decision of by decision of a majority of the Directors appointed by the Shelbourne Member and the Independent Director) and the Management Company shall constitute the Competitive Set as of the Effective Date. The Competitive Set shall be reviewed by the Company and the Management Company as part of the process for the Company’s approval of the Approved Business Plan and only amended with the approval of the Company (by decision of by decision of a majority of the Directors appointed by the Shelbourne Member and the Independent Director) and the Management Company.

(d)Notwithstanding any other provision of this Agreement, as long as the franchisor with whom an Owner is to enter, or has entered into, a franchise agreement is either an Affiliate of the RLH Member or the RLH Member or any Affiliate of the RLH Member has directly or indirectly an ownership interested in the franchisor all decisions relating to (i) entering into a franchise agreement with such franchisor, (ii) the exercise of any consent, approval, option or election of an Owner under a franchise agreement with such franchisor, or

(iii)making any claim (or exercising any remedies) against such franchisor or commencement (or settlement) of any action to enforce or decision to terminate a franchise agreement with such franchisor as a result of a default in the obligations of such franchisor under the franchise agreement with such franchisor, shall be made and exercised by the Board with approval of a majority of the Directors appointed by the Shelbourne Member and the Independent Director, without a vote by the Directors appointed by the RLH Member. If the Company and the Management Company are unable to agree on an amendment to the Competitive Set, it will be determined by the alternative dispute procedure set forth in Article 17 of the Management Contract

9.3 Resignation or Removal of the Managing Member.

9.3.1The Managing Member may resign at any time upon written notice to the Company and the Members. If the Managing Member is a Member, resignation of the Managing Member shall have no effect on such Member’s rights or interest as a Member.

9.3.2The Member which is not the Managing Member (the “Removing Member”) shall have the right to remove the Managing Member by written notice to the Managing Member (a “Removal Notice”) and become the Managing Member upon the occurrence of any one or more of the following (each a “Company Removal Event”):

(i)the Managing Member has committed fraud, willful misconduct, or the misappropriation of funds. The actions of employees of the Managing Member who commit fraud, willful misconduct or the misappropriation of funds shall not be imputed to the Managing Member for purposes of this section unless: (1) the actions are taken by a person who is a member of the board of directors of the Managing Member or one of the RLHC Senior Management; (2) the acts or omissions that constitute fraud, willful misconduct, or the misappropriation of funds resulted from the gross negligence, willful misconduct or fraudulent acts of one or more members of the board of directors of the Managing Member or one or more of the RLHC Senior Management in supervising such employee; or (3) the Managing Member, promptly after learning of the act or omission that constitutes fraud, willful misconduct, or the misappropriation of funds and the identity of the employee responsible for such act or omission, fails to terminate the employee responsible for such act or omission;

(ii)the Managing Member has committed gross negligence or the material breach of this Agreement which breach, if curable, has not been cured within thirty (30) days after notice of such breach to the Managing Member, so as to have no material adverse effect on the Company or the Shelbourne Member provided that if the breach can be cured by the payment of money in a determinable amount, the Managing Member shall be required to pay that amount to effect the cure;

(iii)while the Management Company is an Affiliate of the Managing Member, or any other Affiliate of the Managing Member is engaged by the Company or an Owner to perform services for the Company or any Owner, in the event that any executive of the Management Company or such other Affiliate who holds a position as a director or a more senior level executive commits fraud, willful misconduct, or the misappropriation of funds, gross negligence, or the material breach of the Management Contract (or such other agreement) and which breach, if curable has not, within thirty (30) days after notice of such breach to the Managing Member, been cured so as to have no material adverse effect on the Company or the Shelbourne Member provided that if the breach can be cured by the payment of money in a determinable amount, the Managing Member shall be required to pay that amount to effect the cure. The Managing Member shall have the same responsibility for other employees of the Management Company or such other Affiliates and it shall be a Company Removal Event if any of these actions are determined to have been committed by such other employees and the Management Company does not promptly take steps to terminate the employment of those persons;

(iv)the taking by the Managing Member of a Major Decision, without first obtaining Board approval, unless: the action is ratified by the Board by the same vote as was required for the action as a Major Decision within thirty (30) days after notice to the Managing Member; or is cured by the Managing Member so as to have no material adverse effect on the Company or the Shelbourne Member provided that if the breach can be cured by the

payment of money in a determinable amount, the Managing Member shall be required to pay that amount to effect the cure;

(v) the Bankruptcy of the Managing Member; or

(vi)the Bankruptcy of the Management Company (while the Management Company is an Affiliate of the Managing Member).

9.3.3The Removing Member may exercise such rights of removal and termination by giving Notice thereof (a “Removal Notice”) to the Managing Member and any other Member. Any removal of the Managing Member pursuant to this Section 9.3 shall be effective as of the date the Removal Notice is given or such later date as the Removing Member shall have specified in the Removal Notice (“Removal Date”). Upon such removal of the Managing Member, the Removing Member shall become the replacement Managing Member.

9.3.4In the event that the Managing Member provides a written notice of its objection to the removal within ten (10) days following receipt of the Removal Notice, the dispute shall be resolved by arbitration in accordance with Section 24.

9.3.5If the RLH Member is removed as Managing Member because a person who is a member of the board of directors or one of the RLHC Senior Management committed fraud, willful misconduct or misappropriation of funds or because of the Bankruptcy of the Managing Member, then, notwithstanding any other provision of this Agreement, the RLH Member and all Directors who have been chosen by the RLH Member shall no longer have any voting, consent or approval rights with regard to actions of the Company (including, without limitation, any action of the replacement Managing Member) and the vote of an independent Director shall not be required for any vote of the Board on a decision for which this Agreement otherwise requires a Board vote.

9.4RLH Member Listing. The Members recognize that the RLH Member is an affiliate of one or more entities that is subject to reporting, notice and other procedural requirements imposed by the New York Stock Exchange or other exchanges on which its securities are listed or reported (in each case, the “Exchange”), and that actions taken by the RLH Member must comply with such requirements. In recognition of this fact, the Board shall, as part of its approval of any action by the Company, take all reasonable steps (to the extent that they do not adversely affect the rights of the Shelbourne Member or impose additional obligations on the Shelbourne Member) to accommodate the RLH Member’s compliance with such reporting, notice and other procedural requirements of the Exchange, which may require, among other things, providing adequate time (i) for public notice of actions or events and (ii) for the process of obtaining internal approvals by the RLH Member and its Affiliates. Moreover, the Board members selected by the RLH Member shall be authorized to condition their approval or the timing of any action requiring Board approval to accommodate the RLH Member’s compliance with reporting, notice and other procedural requirements of the Exchange.

9.5 Special Rules for Owners.

9.5.1It is the intention of the Members that the legal and economic agreement between the Members embodied in this Agreement shall govern and control, whether a Company asset is owned directly by the Company or is owned through an ownership interest in an Owner. The Business Plan for the Company shall include the Business Plan of each Owner.

9.5.2 In addition, the following shall apply to each Owner:

(a)if the partnership agreement, limited liability company agreement or similar agreement for an Owner requires the Company, as a partner or member in such Owner, to approve any matter which, had it been undertaken by the Company, would have required approval of the Member, then such matter shall be deemed approved by the Company if, and only if, such matter is approved in accordance with the provisions of this Agreement (including those regarding any matter that would be a Major Decision) as if such matter was being untaken by the Company; and

(b)the Owners will obtain third party equity or debt, including first mortgage financing on Properties and any such equity or debt will pertain to the Owners of the Properties and not the Company.

9.6 Deadlocks; Buy/Sell.

9.6.1If, after the expiration of the Buy-Sell Lockout Period, either (a) there is an Unresolved Deadlock, or (b) the RLH Member or the Shelbourne Member shall elect to trigger a buy/sell as between the Members, then either Member may initiate (“Initiating Member”) the buy-sell procedures of this Section 9.6 (“Buy/Sell”). (An “Unresolved Deadlock” shall mean the Board is deadlocked and unable to reach agreement on any matter that requires agreement of the Directors as a Major Decision or consent or approval of the Board, the matter shall have been submitted by the Members to an individual mediator mutually agreeable to the Members, for purposes of attempting to resolve the deadlock, and (despite reasonable good faith efforts of the Members to mediate the dispute such mediation does not resolve the deadlock within thirty (30) days after submission to the mediator) the dispute is not resolved.).

9.6.2The Initiating Member shall commence the Buy/Sell by giving written notice (a “Buy/Sell Notice”) to the other Member (in such capacity, the Member receiving the Buy/Sell Notice shall be referred to as the “Receiving Member”) specifying the cash price, conditions and terms on which the Initiating Member would be willing to purchase an undivided one hundred percent (100%) interest in the Company (“Total Price”).

9.6.3Within 60 days after the receipt of the Buy/Sell Notice, the Receiving Member shall then be obligated to notify the Initiating Member (“Receiving Member Notice”) of its irrevocable acceptance of the Initiating Member’s offer by electing either:

(a) to sell to the Initiating Member all of its Member Interests; or

(b) to buy the Initiating Member’s aggregate Member Interests,

at a cash price (in the case of either of the foregoing (a) or (b)) equal to the aggregate net cash proceeds which such Receiving Member (in the case of the foregoing (a)) or Initiating Member (in the case of the foregoing (b)) would receive under the liquidating distribution provisions set forth in Section 12 if all of the assets of the Company were sold for cash to a third party, all allocations of items of income, gain, loss or deduction were made pursuant to this Agreement, and the Company received cash sales proceeds equal to the Total Price less normal and customary closing costs.

9.6.4If the Receiving Member is unable to agree as to whether to buy or sell, or upon the failure of the Receiving Member to return the Receiving Member Notice within 60 days of its receipt of the Buy/Sell Notice, the Receiving Member shall be deemed to have made an election to sell to the Initiating Member all of its Member Interests. Such election shall be deemed to occur on the 61st day following the Receiving Member’s receipt of the Buy/Sell Notice.

9.6.5Once an election has been made or deemed to have been made with respect to a Buy/Sell Notice (the date of such election, the “Election Date”), the Member who has elected to purchase the other Member’s Member Interests (“Buying Member”) shall deposit, within ten (10) Business Days of such election or deemed election with a nationally recognized title insurance company, designated in the Buy/Sell Notice, unless otherwise designated by the Member selling its Member Interests (“Selling Member”) five percent (5%) of the amount described in Section 9.6.3 (“Purchase Price”) as a nonrefundable deposit. The Selling Member shall execute such commercially reasonable documentation as is requested by Buying Member to transfer the Selling Member’s Member Interest. The Buying Member shall have 90 days from the Election Date to consummate the purchase and sale. At the closing, the amount of the Purchase Price (less the amount of any deposit) shall be paid in cash by the Buying Member. The Company and the Member who is not the Buying Member in a Buy/Sell transaction under this Section shall each use their commercially reasonable efforts to facilitate the consummation of the closing contemplated hereunder.

9.6.6Failure by the Selling Member to take those actions necessary to consummate the closing of the purchase and sale contemplated by this Section 9.6 shall constitute a default under this Agreement by the Selling Member, in which case the Buying Member, as the non-defaulting Member, shall be considered to have been granted a power of attorney to act on behalf of the defaulting Member and the Company to take such actions as are reasonably necessary to consummate such purchase and sale (in addition to any other remedies the Buying Member may have under this Agreement for default by the Selling Member).

9.6.7Failure by the Buying Member to tender the full amount of the Purchase Price in cash by the period prescribed above or otherwise to take such actions as are necessary timely to consummate such purchase shall constitute default by the Buying Member and shall (i) entitle the Selling Member to be paid and retain the non-refundable deposit, and (ii) give the Selling Member the right, but not the obligation, to become the Buying Member in the contemplated transaction; provided, however, the new Buying Member shall (A) have sixty (60) days from the originally scheduled closing to consummate its purchase and (B) be entitled to make such purchase at ninety-five percent (95%) of the price provided in Section 9.6.3(a) or (b),

as applicable. If the new Buying Member shall fail to consummate its purchase within such sixty

(60) days, then the Buy/Sell process shall be deemed terminated as between Buying Member and Selling Member without prejudice to the right of either Member to invoke a new Buy/Sell.

9.6.8Notwithstanding anything to the contrary set forth in this Section 9.6, the Buy/Sell provisions of this Section 9.6 may be amended at any time by Managing Member if and to the extent that such amendment is required to comply with the

listing requirements of the New York Stock Exchange and approved by the Board, provided, that the Managing Member shall not revise any of the provisions of this Section 9.6 if the effect of doing so would be to materially and adversely impact the economic rights of a Member or materially amend the terms of this Agreement.

9.6.9In any purchase by the Shelbourne Member pursuant to this Section 9.6, the RLH Member shall (a) cause to be assigned (to the extent they are assignable) to the Shelbourne Member or its Affiliate any permits and licenses that may be held for any of the Properties in the name of the Management Company or its Affiliate, any Affiliate of the Company, or any Affiliate of the RLH Member, and (b) cause such entities to cooperate with the Shelbourne Member and its Affiliate in the transition of permitting and licensure for the Properties.

9.7 Conflict of Interest.

9.7.1The Managing Member may employ on behalf of the Company such Persons as it deems advisable for the operation and management of the business of the Company on terms and for such compensation as it may determine but only with the prior approval of the Board as a Major Decision (and, in the case of, of a Person who is an Affiliate of a Member or in whom either a Member or an Affiliate of a Member has directly or indirectly an ownership interested in the Person, then the decision of the Board shall be a Major Decision but also require approval of a majority of the Directors who were appointed by the Member which does not (and whose Affiliate) does not have an ownership interested in the Person. Any such Person may also be employed or retained by either Member in connection with other business ventures of the Managing Member or its employees or Affiliates.

9.7.2The fact that the Managing Member, or an employee or Affiliate of the Managing Member, is directly or indirectly interested in or connected with any person, firm or corporation employed by the Company or from whom the Company, with prior Board approval, may borrow money or buy merchandise, services or other property, shall not prohibit the Managing Member from employing or from dealing with such person, firm or corporation on behalf of the Company with prior Board approval, but in such case the Board approval shall be that as applies to a Major Decision.

9.8Member Approval. No annual or regular meetings of the Members are required to be held. If such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Act. Unless otherwise provided in this Agreement, approval of the Members means the approval of a Majority In Interest of the Members. To the extent permitted by the Act, any action required or

permitted to be taken at a meeting of the Members or the Board, as the case may be, may be taken without a meeting by written action signed by the number of Members or Directors who would be required to take the same action at a meeting of the Members or Board at which all Members or Directors were present. The written action is effective when signed by the required number of Members or Directors, unless a different effective time is provided in the written action.

9.9Execution of Documents. In order to document actions authorized or permitted by this Agreement, each check, contract, deed, lease, promissory note, deed of trust, escrow instruction, bond, release or any other documents of any nature whatsoever, in any way pertaining to the Company or on behalf of the Company, shall be signed by the person or persons designated from time to time by the Managing Member.

9.10 Liability/Indemnification.

9.10.1Neither any Member nor any Director shall be liable, responsible or accountable in damages or otherwise to the Company or to the other Members or Directors for any acts performed within the scope of the authority conferred on such Member or Director by this Agreement, except for such Member’s or Director’s gross negligence, willful misconduct or breach of fiduciary duty. The Company shall indemnify and hold harmless the Members and Directors (individually, each an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, brought against, or threatened against, such Indemnitee by reason of the fact such Indemnitee was a Member or Director of the Company. Such indemnification shall be provided regardless of whether the Indemnitee continues to be a Member or Director at the time any such liability or expense is paid or incurred.

9.10.2Expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 9.10, shall from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that such person is not entitled to be indemnified under this Section 9.10.

9.10.3The indemnification provided by this Section 9.10 shall be in addition to any other rights to which the Indemnitee may be entitled under any agreement, vote of the Members, as a matter of law or equity or otherwise and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

9.10.4The Company shall purchase and maintain insurance, at the Company’s expense, on behalf of the Members, Directors, the Managing Member and such other persons as the Managing Member shall reasonably determine against any liability that may be asserted against, or any expense that may be incurred by, such persons in connection with the activities of the Company and/or the acts or omissions of such persons regardless of whether the

Company would have the power to indemnify such persons against such liability under the provisions of this Agreement.

9.10.5Any indemnification under this Section 9.10 shall be satisfied solely out of the assets of the Company. No Member shall be subject to personal liability or required to provide any funds, or to cause any funds to be provided, to Company to satisfy any indemnification obligation of the Company under this Section 9.10.

9.11Compensation of the Directors and the Managing Member. Except for the reimbursement of expenses provided in Section 13.5 and any services provided by the Managing Member pursuant to a written agreement entered into between the Company and the Managing Member, the Directors and the Managing Member shall receive no compensation for services rendered to the Company.

9.12No Withdrawal of Members. No Member shall have the right to withdraw from the Company.

9.13Umbrella Insurance To Be Maintained by RLH Member. The Company will maintain primary and excess liability insurance coverage with limits of not less than $75 million, covering the Company, Holdco and the Owners, and if permitted by the insurance carriers, the RLH Member shall arrange for the Company, Holdco and the Owners to be additional insureds on coverage maintained by the RLH Member with limits of not less than $75 million, in which event the Company will pay a reasonably allocated share of the premiums for such coverages.

10. RESTRICTIONS ON TRANSFER; NEW MEMBERS.

10.1Limitations on Transfers. Except as set forth in Sections 10.2 and 10.3 below, no Member shall for any reason, whether voluntarily, involuntarily or by operation of law, Transfer all or any of such Member’s Member Interest, without the prior written consent of the Members. (For purposes of this Section 10, a Transfer subject to this Section 10 shall include the Transfer of all or substantially all of the ownership interests in or the control over a Member, and in such case, the provisions of this Section 10 shall treat such Transfer as if it is a transfer of all of the Member Interests of the Member the ownership interests in or control of which are the subject of the Transfer.) Notwithstanding the foregoing or any other provisions contained in this Agreement, under no circumstances shall any Member Transfer, or enter into any agreement or arrangement contemplating a Transfer, of any portion of such Member’s Member Interest if the proposed Transfer would violate the terms of (a) any loan agreement to which the Company or Owner is party, (b) any loan secured by any Property, or (c) any guaranty of any obligations of the Company or Owner given to a third party lender providing a loan secured by any of the Properties. Any Transfer not expressly permitted in this Agreement shall be null and void. A transferee of a Member Interest shall have the right to become a substitute Member only if (i) consent of the Members is given (if required), (ii) such person executes an instrument satisfactory to the Members accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with his or her admission as a substitute Member. The admission of a substitute Member shall not release the

Member who assigned the Member Interest from any liability that such Member may have to the Company.

10.2Excluded Transfers. The provisions of Sections 10.1, 10.3 and 10.4 shall not apply to: (a) any Transfer by a Member of any of its Member Interests to an Affiliate of such Member; (b) in the case of the RLH Member, any purchase of any of the stock of the RLH Member; or (c) in the case of the Shelbourne Member, (i) any Transfer of any direct or indirect ownership interests in the Shelbourne Member by one or more of the direct or indirect owners of the Shelbourne Member to any one or more other direct or indirect owners of the Shelbourne Member, (ii) any Transfer of any direct or indirect ownership interests in the Shelbourne Member or in any owner of the Shelbourne Member that is not described in the foregoing (i) or

(ii) and does not constitute a Transfer of control of the Shelbourne Member. Notwithstanding any other provision of this Section 10, while the CS Loan is outstanding no Transfer of Member Interests shall occur unless either (x) it is a Permitted Transfer (as that term is defined in the Loan Agreement for the CS Loan) or (y) it has the prior written consent of the Agent (as that term is defined in the Loan Agreement for the CS Loan).

10.3 Right of First Offer for Member Interests.

10.3.1No Member shall solicit, offer or accept any proposal to Transfer all or any portion of such Member’s Member Interest without first offering the same to the other Member in accordance with this Section 10.3.

10.3.2If at any time and from time to time (1) a Member desires to offer all or any part of the Member’s Member Interest for Transfer to any third party not Affiliated with such Member or (2) a Member receives from a third-party purchaser not Affiliated with such Member a bona fide written offer for the purchase of all or any part of the Member’s Member Interest on terms which such Member desires to accept (the terms of such offer, in the case of either (1) or (2), including the share of the Member’s Member Interest to be the subject of the proposed Transfer, the applicable sales price, method of payment of the sales price, anticipated closing date measured from the date of any to-be-executed contract, and any other

material specified terms of the offer being herein called, in the aggregate, the “Transfer Offer”), then the Member desiring so to make or accept the Transfer Offer (the “ROFO InitiatingMember”) shall provide written notice of the terms of such Transfer Offer (the “ROFO SaleNotice”) to the other Member (the “ROFO Non-Initiating Member”) (The share of the ROFO Initiating Member’s Member Interest offered in the Transfer Offer is the “ROFO Offered Interests”. The Transfer Offer offered to the ROFO Non-Initiating Member is the “ROFO Offer”.)

10.3.3The ROFO Non-Initiating Member shall have thirty (30) days from the date of the ROFO Sale Notice (the “ROFO Response Period”) to provide written notice to the ROFO Initiating Member of the ROFO Non-Initiating Member’s election to accept the

ROFO Offer.

10.3.4If the ROFO Non-Initiating Member elects to accept the ROFO Offer, then the Members shall consummate the Transfer on the terms of the ROFO Offer.

10.3.5If the ROFO Non-Initiating Member does not elect to accept the ROFO Offer, then for a period of up to six (6) months following the expiration of the Response Period (the “Transfer Sale Period”) the ROFO Initiating Member shall have the right to consummate and close with a third-party purchaser not Affiliated with such Member the Transfer of the ROFO Offered Interests at a price that is at least ninety-five percent (95%) of the price set forth in the ROFO Offer and otherwise on terms that are no more advantageous to the third-party purchaser than in the ROFO Offer. If the ROFO Initiating Member is unable within such Transfer Sale Period to consummate and close with a third-party the purchaser the sale of the Member Interests at a price that is at least ninety-five percent (95%) of the price set forth in the ROFO Offer and otherwise on terms that are no more advantageous to the third-party purchaser than in the ROFO Offer, then the ROFO Initiating Member must again submit a new offer to the Non-Initiating Member under the terms of this Section 10.3 before the ROFO Initiating Member may solicit, offer or accept any proposal to Transfer any of the Member Interests of the ROFO Initiating Member to any third party not Affiliated with such Member.

10.4Title. Upon any Transfer of Member Interests in the Company made in accordance with the terms of this Agreement, the transferee shall take, own, hold and Transfer such Member Interests in the Company pursuant and subject to each and all of the provisions, conditions and covenants of this Agreement, as fully as if such transferee were designated as a Member herein. As a condition precedent to any Transfer of Member Interests in the Company, the transferee shall agree in writing to be bound by all provisions of this Agreement.

10.5No Dissolution. If a Member Transfers all or any part of its interests in the Company without complying with the provisions of this Agreement, such action shall not cause or constitute a dissolution of the Company.

10.6New Members. No new Member may be admitted into the Company without the consent of the Members. No new Member shall be issued any Member Interest in return for services.

11.PURCHASE OF MEMBER’S INTEREST UPON BANKRUPTCY O F AMEMBER.

11.1Rights to Purchase Upon Bankruptcy of a Member. Upon the Bankruptcy of a Member (a “Termination Event”), the Company and/or the Member other than the bankrupt Member (the “Other Member”) shall have the right to purchase, and the bankrupt Member’s estate or legal representative (collectively, the “Former Member”) shall sell, all or any portion of the Former Member’s Member Interest in the Company, as set forth in the following sections:

11.2Right to Purchase Forme r Member’s M ember Int e rest b y Compan y and/orOther Member. Within thirty (30) days after the fair market value of the Former Member’s Member Interest has been determined in accordance with Section 11.3 (the “Company Acceptance Period”), the Company (as determined by the Other Member) or the Other Member shall notify the Former Member in writing (the “Termination Event Notice”) of the Company’s or the Remaining Member’s desire to purchase all or a portion of the Former Member’s Member Interest, in which case, the Company or the Other Member, as applicable, shall purchase and the

Former Member shall sell, the Former Member’s Member Interest, in accordance with this Article 11. The failure of Company or the Other Member to submit a Termination Event Notice within the Company Acceptance Period shall constitute an election on the part of the Company and the Other Member not to purchase any of the Former Member’s Member Interest. A Termination Event Notice shall specify the amount of the Former Member’s Member Interest that the Company or the Other Member, as applicable, desires to purchase. If the Company and the Other Member do not collectively elect to purchase all of the Former Member’s Member Interest, the Former Member’s heirs or successors in interest (collectively, “Successor”), as the case may be, shall retain any portion of the Former Member’s Member Interest not so purchased by the Company and/or the Other Member. Such Successor shall not have the power or authority to conduct Company business.

11.3Purchase Price. The purchase price for all of the Former Member’s Member Interest shall be the fair market value of the Former Member’s Member Interest as determined by an independent third party appraiser with at least ten (10) years’ experience valuing company ownership interests and who is acceptable to the Board in their reasonable discretion within thirty (30) days following delivery of notice by the Company or the Other Member requesting determination of such fair market value. If an appraiser is not agreed upon by the Board, then the selection of an appraiser meeting the foregoing criteria shall be promptly submitted to the American Arbitration Association for a determination in accordance with its rules. The parties shall use their best efforts to obtain an expedient determination of fair market value. The fees of the appraiser and any arbitrator(s) and the costs to be paid to the American Arbitration Association shall be paid fifty percent (50%) by the Other Member or the Company, as applicable, and fifty percent (50%) by the Former Member.

11.4Payment of Purchase Price. The Company and/or the Other Member, as the case may be, shall pay to the Former Member at the Closing (as hereafter defined) one-fifth (1/5) of the purchase price for the Former Member’s Member Interest being acquired, with the balance of the purchase price to be paid to the Former Member in four (4) equal annual principal installments, plus accrued interest, each year on the anniversary date of the Closing. The unpaid principal balance shall accrue interest at the current applicable federal rate as provided in the Code for the month in which the initial payment is made, but the Company and/or the Other Member, as the case may be, shall have the right to prepay the balance of the promissory note(s) referenced below in full or in part at any time without penalty. The obligation of the Other Member and/or the Company, as applicable, to pay its respective portion of the balance due shall be evidenced by a separate promissory note executed by the Other Member and/or the Company, as applicable. Each such promissory note shall be in an original principal amount equal to the portion owed by the Other Member or the Company, as applicable. The promissory note executed by the Other Member shall be secured by a pledge of that portion of the Former Member’s Member Interest purchased by the Other Member.

11.5C losi ng of Purchas e of Former Membe r’s Inte rest. The closing for the sale of a Former Member’s Member Interest pursuant to this Article 11 (the “Closing”) shall be held at 10:00 a.m. at the principal office of Company no later than sixty (60) days after the determination of the purchase price, except that if the date of the Closing falls on a Saturday, Sunday or Colorado legal holiday, then the Closing shall be held on the next succeeding business

day. At the Closing, the Former Member shall deliver to the Company and/or the Other Member, as appropriate, an instrument of Transfer, containing warranties of title and no encumbrances, conveying the Former Member’s Member Interest purchased by the Company and/or the Other Member. The Former Member, the Company and/or the Other Member, as applicable, shall do all things and execute and deliver all papers as may be reasonably necessary fully to consummate such sale and purchase in accordance with the terms and provisions of this Agreement.

12. DISSOLUTION AND WINDING UP OF THE COMPANY.

12.1Dissolution of Company. The Company shall be dissolved upon the happening of any of the following events (each a “Dissolution Event”):

(a) The written consent of all of the Members;

(b) Entry of a judicial decree of dissolution pursuant to the Act; or

(c) The sale of substantially all of the Company’s assets.

12.2Winding Up of the Company. Upon dissolution of the Company, the Members shall wind up the affairs and liquidate the assets of the Company in accordance with the provisions of this Section and the Act. Net Profits, Net Losses, Nonrecourse Deductions, Member Nonrecourse Deductions and all other Company items shall be allocated until the liquidation is completed in the same ratio as such items were allocated prior thereto. The proceeds from liquidation of the Company when and as received by the Company shall be utilized, paid and distributed in the following order:

(a)First, to pay expenses of liquidation;

the Members;

(b) Next, to pay the debts of the Company to third parties other than

Members;

(c) Next, to pay the debts of the Company owing to creditors who are

(d)Next, to the establishment of any Cash Reserves (such Cash Reserves to be paid and distributed in accord with this Section 12.2 if and when no longer required);

(e)Finally, in accordance with the Distribution provisions set forth in Section 8.1 (for each Member, such Member’s “Final Distribution”).

12.3Right To Receive Property. The Members shall have no right to demand or receive property other than cash as Distributions.

12.4Target Final Balance. Notwithstanding anything herein to the contrary, the Company’s income, gain, losses, deductions and credits for the Fiscal Year or other period in which the Company dissolves and liquidates shall be allocated to and among the Members in a manner such that the Capital Account balance of each Member, immediately after giving effect

to such allocations, shall, as nearly as possible, equal such Member’s Final Distribution (as determined immediately prior to the time Distributions are made to any Member in respect of the Final Distribution). For purposes of this Section 12.4, the allocation provisions contained in this Agreement are intended to produce a final Capital Account balance for each Member (such Member’s “Target Final Balance”) that is equal to such Member’s Final Distribution and that to the extent that the allocation provisions of this Agreement would not produce the Target Final Balance for any Member, then this Agreement shall be automatically amended, and allocations of items of Company income (including gross income), gain, deductions and/or losses shall be made to and among the Members for the Fiscal Year or other relevant period in which the Final Distribution will be made (and, if and to the extent necessary, for any prior Fiscal Year or other period if the United States federal income tax return of the Company for such prior Fiscal Year or other period has not yet been filed or is still open and can be amended) as necessary to cause the respective positive Capital Account balance of each Member to be equal to such Member’s Target Final Balance. This Section 12.4 shall apply without regard to any allocation or re- allocation that may be required and/or imposed by the Internal Revenue Service or any other tax authority in any audit, proceeding or otherwise.

13. BOOKS AND RECORDS; EXPENSES.

13.1Books of Account. The Company shall, at the Company’s sole cost and expense, keep adequate books of account of the Company wherein shall be recorded and reflected all of the Capital Contributions and all of the income, expenses and transactions of the Company and a list of the names, addresses and number of Member Interests in the Company held by the Members in alphabetical order. The books and records shall be maintained in accordance with generally accepted accounting principles consistently applied, and each Member shall have complete access to the books and records of the Company upon providing reasonable notice to the Managing Member.

13.2Accounting and Reports. The Managing Member shall serve as the “Tax Matters Partner” and shall, at the Company’s sole cost and expense, cause federal and state returns for the Company to be prepared and filed with the appropriate authorities, and shall furnish to the Members, within one hundred twenty (120) days after the close of each Fiscal Year, such financial information with respect to each Fiscal Year as shall be reportable for federal and state income tax purposes. The Tax Matters Partner shall provide reasonable opportunity for the Board to review federal and state tax returns prior to filing.

13.3Banking. All funds of the Company shall be deposited in a separate bank account or accounts as shall be determined by the Managing Member and approved by the Board. All withdrawals therefrom shall be made upon checks signed by the person or persons designated by the Managing Member with approval of the Board.

13.4Accountants. The Managing Member shall select the accountants for the Company with approval of the Board.

13.5Expenses of Company. All direct out-of-pocket expenses actually and reasonably incurred by the Managing Member in conducting the Company’s business and either in an Approved Budget or otherwise approved by the Board shall be billed to and paid by the

Company or if paid by the Managing Member or a Member, the Managing Member or such Members may be reimbursed for such direct expenses without interest.

14.ADJUSTMENT OF BASIS ELECTION. In the event of a Transfer of any Member Interest in the Company (other than the transfer of the 45% Member Interest in the Company by the RLH Member to the Shelbourne Member described in Section 6.1), or in the event of a Distribution of the property of the Company to any Member, the Managing Member shall, at the request of the transferee Member, file an election, in accordance with Section 754 of the Code and applicable Treasury Regulations, to cause the basis of the Company’s property to be adjusted for federal income tax purposes, as provided in Sections 734, 743 and 754 of the Code.

15.WAIVER OF ACTION FOR PARTITION. Each of the Members hereby irrevocably waives, during the term of the Company, any right such Member may have to maintain any action for partition with respect to any property of the Company.

16.AMENDMENTS. Amendments to this Agreement may be made only if approved by a vote of a Majority In Interest of the Members.

17.EQUITABLE RELIEF. The rights granted to the parties hereunder are of a special and unique kind and character, and if there is a breach by any party of any material provision of this Agreement, the other parties would not have an adequate remedy at law. Therefore, the rights of the parties under this Agreement may be enforced by equitable relief as is provided under the laws of the State of Delaware.

18.NOTICES. Any and all notices, demands or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly delivered to another party only if served either by overnight courier service or if deposited in the United States first class mail, certified return receipt requested, postage prepaid at the address set forth on Exhibit Anext to each Member’s name. If such notice is sent by overnight courier service, service shall be conclusively deemed made at the time of written confirmation of receipt, if on or before 5:00 p.m. local time on a legal business day at the place of receipt, and if not, then on the next legal business day thereafter. If such notice, demand or other communication is given by mail, service shall be conclusively deemed made on the date shown on the return receipt as the date delivery was accepted or refused. The address for delivery of notices, demands or other communications for each Member is set forth on Exhibit Anext to each Member’s name. Any party hereto may change its address for the purpose of receiving notices, demands and other communications as herein provided by a written notice given in the manner aforesaid to the other party or parties hereto.

19.LEGAL REPRESENTATION. EACH MEMBER REPRESENTS AND WARRANTS THAT SUCH MEMBER HAS BEEN ADVISED THAT SUCH MEMBER MAY BE REPRESENTED BY COUNSEL OF SUCH MEMBER’S OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS AGREEMENT AND EACH MEMBER HAS CONSENTED TO THE JOINT REPRESENTATION BY COUNSEL FOR ALL MEMBERS IN THE PREPARATION OF THIS AGREEMENT. EACH MEMBER HAS READ THIS

AGREEMENT WITH CARE AND BELIEVES THAT SUCH MEMBER IS FULLY AWARE OF AND UNDERSTANDS THE CONTENTS THEREOF AND THEIR LEGAL EFFECT.

20.ATTORNEYS’ FE ES. Should any party hereto institute any action or proceeding at law or in equity to enforce any provision hereof, including an action for declaratory relief or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this Agreement, or any provision hereof, the prevailing party shall be entitled to recover from the losing party or parties reasonable attorneys’ fees and costs for services rendered to the prevailing party in such action or proceeding.

21.INDEPENDENT ACTIVITIES OF MEMBERS. Each Member may engage in or possess an interest in other business ventures of every nature and description, independently or with others, including, but not limited to, the ownership, financing, leasing, operation, management, syndication, brokerage and development of real property or any other investment asset or venture, and neither the Company nor the other Members shall have, and each of them hereby expressly waives, relinquishes and renounces any right by virtue of this Agreement in and to such independent ventures or to the income or profits derived therefrom.

22.INVESTMENT REPRESENTATIONS OF THE MEMBERS. Each Member, by executing this Agreement, hereby acknowledges, covenants, represents and warrants to the Company and the other Members, and each of them, as follows:

22.1Risks of Investment. Such Member realizes that such Member’s investment in the Company involves an element of substantial uncertainty as to the potential for profitability of the business of the Company.

22.2Income Tax Matters. The Company has not requested a tax ruling on behalf of the Company to the effect that the Company will be taxed as a partnership for federal income tax purposes, nor does the Company intend to request such a ruling. It is the intention of the Members that the Company be treated for federal income tax purposes as a partnership.

22.3Securities Matters. Such Member understands that the interests in the Company have not been registered with the Securities and Exchange Commission or qualified with any state securities agency, in reliance upon exemptions therefrom which are predicated, in part, upon the information previously provided by each of the Members and the following representations:

(a)Such Member understands that in addition to the restrictions imposed by applicable federal and state securities laws, the right to Transfer a Member Interest is restricted by the terms of this Agreement. No Transfer will be permitted if, in the opinion of counsel for the Company, such Transfer will violate applicable federal or state securities laws. The burden and expense will be borne by the Member desiring to Transfer its Member Interests to satisfy the Company that all of the conditions of Transfer have been satisfied. In addition, even if the Member meets all of these requirements, there is no present market for Member Interests and none is anticipated to develop;

(b)Such Member represents that such Member is acquiring such Member’s Member Interests in the Company for investment purposes and for such Member’s own account, with no present intention of dividing the same with others, or reselling or otherwise distributing such Member Interests, and such Member will not sell or otherwise dispose of such Member Interests in violation of the Securities Act of 1933, as amended, or any applicable state securities laws or regulations promulgated thereunder;

(c)Such Member represents that such Member is capable of bearing the economic risk of such Member’s investment in the Company (meaning such Member can afford either a complete loss of the investment or hold it indefinitely without materially adversely affecting such Member’s standard of living, causing financial difficulties, or impairing such Member’s ability to meet current needs and possible personal contingencies);

(d)Such Member represents that such Member either has a preexisting personal or business relationship with the other Members, or by reason of such Member’s business or financial experience or the business or financial experience of such Member’s professional advisors who are unaffiliated with and not compensated by any other Member, or any Affiliate or any selling agent of any other Member, has the capacity to protect such Member’s Member Interests in the Company;

(e)That prior to the execution hereof, such Member had knowledge that the persons listed upon Exhibit Awould become members of the Company upon their execution hereof, and such desires and consents to the association of each of them as Members of this Company;

(f)Such Member recognizes that the Company will be newly organized and therefore has no financial or operating history. For this reason and others, purchase of Member Interests as an investment involves special risks; and

(g)Such Member is a bona-fide resident of the state in which the principal address of such Member is located, as set forth on Exhibit Ahereto.

23. SPECIAL OFAC PROVISIONS; OTHER SPECIAL PROVISIONS.

23.1No Illegal Activity as Source of Funds. Each Member hereby represents, warrants and covenants to each of the other Members that no portion of the Member’s Capital Contributions has been or will be derived (directly or indirectly) from proceeds of any illegal activity.

23.2Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-MoneyLaundering Laws. The Members hereby represent and warrant to each other that: to the actual knowledge of the respective Members, each Person owning an interest (directly or indirectly) in a Member: (A) is not currently identified on the OFAC List, and (B) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States. The Managing Member shall implement and apply, on behalf of the Company, procedures to ensure the foregoing representations and warranties remain true

and correct at all times. In addition, the Managing Member shall implement and apply procedures to ensure that none of the tenants at any of the Project is a Person (x) currently identified on the OFAC List or (y) with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States.

23.3Requirements of Law. The Managing Member , at all times, shall use good faith efforts to cause the Company to comply with all Applicable Law relating to money laundering, anti-terrorism, trade embargoes and economic sanctions, now or hereafter in effect.

23.4Special Investment Company Provisions. Each Member hereby represents, warrants and covenants to each of the other Members that such Member is not an “investment company,” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

23.5Representations Regarding ERISA. The assets of each Member are not and will not become treated as “plan assets”, whether by operation of law or under regulations promulgated under the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

24. DISPUTES – ARBITRATION.

24.1Arbitration. Any dispute arising between the Member or between the Company and a Member shall be resolved through a binding arbitration proceeding (an “Arbitration Proceeding”) conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association with expedited procedures in effect on the date thereof. The arbitrator shall have authority to award reasonable attorney’s fees for costs for any party to the arbitration. The arbitration hearing shall be conducted in Chicago, IL.

24.1.1The Member desiring arbitration shall provide written notice to the other Member (the “Arbitration Notice”) indicating (i) the matter in controversy and (ii) the name, contact information and professional resume of a Qualified Arbitrator (“Initial Arbitrator”) to arbitrate such matter in controversy. The Member receiving the Arbitration Notice shall deliver to the other Member, within ten (10) days of the receipt of the Arbitration Notice, written notice (“Second Arbitrator Notice”) of the name, contact information and professional resume of a second Qualified Arbitrator (“Second Arbitrator”) to arbitrate the matter in controversy set forth in the Arbitration Notice. The Initial Arbitrator and the Second Arbitrator shall, within ten (10) days after delivery of the Second Arbitrator Notice, agree, upon a Qualified Arbitrator (“Third Arbitrator”) and shall deliver written notice of the name, contact information and professional resume of the Third Arbitrator to each Member simultaneously.

24.1.2In the event the Initial Arbitrator and the Second Arbitrator cannot agree on the Third Arbitrator or if such Arbitrator is unwilling to act as the Third Arbitrator, then any Member may petition the AAA (or any successor body of similar function agreed upon by the Members) to appoint a Qualified Arbitrator to act as the Third Arbitrator within five (5) days of such petition.

24.1.3The Arbitration Proceedings shall commence ten (10) Business Days after the engagement or appointment of the third Arbitrator pursuant to this Section 24. Such Arbitration Proceedings shall be conducted in one (1) day until completion, each party shall have no more than a total of four (4) hours to present its case and to cross-examine or interrogate persons supplying information or documentation on behalf of the other party and the arbitrators shall make a determination within ten (10) Business Days after conclusion of the Arbitration Proceeding.

24.1.4Each Member shall sign all documents and do all other things necessary to submit any such matter to arbitration and agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder.

24.1.5The costs and expenses of an Arbitration Proceeding and the arbitrators shall be shared equally by the Members, provided, however, each Member shall pay its own counsel and other professional fees and expenses with respect to such Arbitration Proceeding.

24.1.6The final decision and award in which any two of the arbitrators agree shall be in writing, shall be binding on the Members and shall be nonappealable, and counterpart copies thereof shall be delivered to the Members. A judgment or order based upon such award may be entered in any court of competent jurisdiction. All actions necessary to implement the decision of the arbitrators shall be undertaken as soon as possible, but in no event later than five (5) Business Days after the rendering of such decision.

24.1.7For purposes of this Section 24, a “Qualified Arbitrator” shall mean an individual (i) having at least ten (10) years of professional experience with matters like that which is subject matter of the dispute being submitted to arbitration, and (ii) is neutral and shall have had no prior notice, information or discussions concerning the dispute and, at such time or for the previous ten (10) years, shall not have been employed by or associated with or agent of any Member or any Affiliate of either of them.

25. MISCELLANEOUS.

25.1Applicable Law. This Agreement shall, in all respects, be governed by the laws of the State of Delaware applicable to agreements executed and to be wholly performed within the State of Delaware.

25.2Severability. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail; but the provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

25.3Further Assurances. Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and

things reasonably necessary in connection with the performance of their obligations hereunder to carry out the intent of the parties hereto.

25.4Successors and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, permitted successors and assigns.

25.5Number and Gender. In this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, shall each be deemed to include the others whenever the context so requires.

25.6Entire Agreement; Amendments. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to its subject matter are hereby terminated and canceled in their entirety and are of no further force or effect. Except as otherwise expressly permitted pursuant to this Agreement, no alteration, modification or amendment of this Agreement shall be made unless in writing and signed (in counterpart or otherwise) by the Members. Furthermore, until the CS Loan has been repaid, the Members shall not amend this Agreement or the Certificate of Formation without the prior written consent of Agent (as defined in the Loan Agreement for the CL Loan) in its Permitted Discretion (as defined in the Loan Agreement for the CL Loan).

25.7Waiver. A waiver of any provision of this Agreement shall be valid only if it is in writing and signed by the party making the waiver. No waiver by any party hereto of any breach of this Agreement or any provision hereof shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision hereof.

25.8Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

25.9Interpretation. The captions appearing at the commencement of the sections hereof are descriptive only and for convenience in reference. No provision of this Agreement is to be interpreted for or against any party because that party or that party’s legal representative drafted such provision. Pronouns, wherever used herein, and of whatever gender, shall include natural persons and corporations and associations of every kind and character, and the singular shall include the plural wherever and as often as may be appropriate. Whenever the terms “hereof”, “hereby”, “herein”, or words of similar import are used in this Agreement they shall be construed as referring to this Agreement in its entirety rather than to a particular Section or provision, unless the context specifically indicates to the contrary. Whenever the words “include” and “including” are used herein, they shall be construed to mean “including, without limitation”. Any reference to a particular “Article” or a “Section” shall be construed as referring to the indicated Article or Section of this Agreement unless the context indicates to the contrary.

25.10Parties in Interest. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on

any persons other than the parties and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement.

25.11No Authority. No Member shall have the duty to inquire into the authority of another Member to act. All of the Members shall be presumed to have the authority to execute this Agreement and to carry out any acts contemplated hereby.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first hereinabove mentioned.

Members Red Lion Hotels Corporation, a Delaware corporation

By:_________________

Name:

Its:

Shelbourne Falcon RLHC Hotel Investors LLC, a Delaware limited liability company

By:_________________

Name:

Its:

!

Signature page Amended and Restated LLC Agreement -RL Venture LLC

LIMITED LIABILITY COMPANY AGREEMENTOF RL VENTURE LLC

Exhibit A

MEMBERS AND INITIAL CAPITAL CONTRIBUTIONS

NAME	PARTICIPATION PERCENTAGE	INITIAL CAPITAL CONTRIBUTIONS
Red Lion Hotel Corporation Address: W. 201 North River Drive Spokane, WA 99201 Attn: Gregory T. Mount Thomas L. McKeirnan	55%	$22,556,424
Shelbourne Falcon RLHC Hotel Investors, LLC Address: Suite 300 595 East Lancaster Avenue Radnor PA 19087 Attn: Joseph L. Fox	45%	$18,455,256

Total Initial Capital    $41,011,679

Exhibit “B”

DIRECTORS

Appointed by RLH Member:

Gregory T. Mount Jim Bell

Thomas McKeirnan Appointed by Shelbourne Member:

Joseph L. Fox Todd Seneker Alex Washburn

Director chosen by RLH Member from five (5) independent individuals whose names have been provided by the Shelbourne Member:

Marianne Menapace

Exhibit C

LIST OF THE PROPERTIES

Red Lion Hotel at the Park, 303 West River Drive, Spokane WA Red Lion Salt Lake, 161 West 600 South, Salt Lake City UT Red Lion Boise, 1800 Fairview Avenue, Boise ID

Red Lion Bend, 1415-1465 NE Third Street, Bend OR

Red Lion Coos Bay, 1313 North Bayshore Drive, Coos Bay OR Red Lion Eureka, 1929 Fourth Street, Eureka CA

Red Lion Redding, 1830 Hilltop Drive, Redding CA

Red Lion Post Falls, 414 East First Avenue, Post Falls ID Red Lion Olympia, 2300 Evergreen Park Drive, Olympia WA Red Lion Pasco, 2525 North 20th Avenue, Pasco WA

Red Lion Port Angeles, 221 North Lincoln Street, Port Angeles WA Red Lion Richland, 802 George Washington Way, Richland WA

SCHEDULE 9.2.7

Hotel at the Park

COMPETITIVE SETS FOR THE PROPERTIES

2015 Competitive Set for Shelbourne JV hotels

Doubletree Spokane City Center

Mirabeau Park Hotel & Convention Center

Holiday Inn Express Spokane Downtown

Red Lion River Inn Spokane

Courtyard Spokane Downtown @ The Convention Center

Salt Lake

Salt Lake Inn

Radisson Salt Lake City Downtown

Royal Garden Inn

Shilo Inn Suites Hotel Salt Lake City

Crystal Inn Salt Lake City Downtown

Boise

Boise Hotel & Conference Center

Rodeway Inn

Boise Riverside Hotel

Shilo Inn Boise Riverside

Shilo Inn Boise Airport

Bend

La Quinta Inns & Suites Bend

Shilo Inn Suites Hotel Bend

Holiday Inn Express & Suites Bend

Fairfield Inn & Suites Bend Downtown

Comfort Inn & Suites Bend

Extended Stay America Seattle Redmond

Coos Bay

Best Western Plus Holiday Motel

Motel 6 Coos Bay

Quality Inn & Suites @ Coos Bay

Eureka

Best Western Plus Bayshore Inn

Best Western Plus Humboldt Bay Inn

Econolodge Eureka

Motel 6 Eureka

Travelodge Eureka

Quality Inn Eureka

Super 8 Eureka

Days Inn Eureka

Rodeway Inn Eureka

Comfort Inn Eureka

Clarion Hotel Humboldt Bay

Redding

Holiday Inn Redding

Best Western Plus Hilltop Inn

LaQuinta Inn & Suites Redding

Quality Inn Redding

Oxford Suites Redding

Comfort Inn Redding

Hampton Inn & Suites Redding

Post Falls

Best Western Plus Coeur D Alene Inn

Mirabeau Park Hotel & Convention Center

Shilo Inn Suites Coeur D Alene

Comfort Inn Post Falls

FairBridge Inn Express Post Falls

Holiday Inn Express Spokane Valley

Comfort Inn & Suites Spokane Valley

Best Western Plus Peppertree Liberty Lake Inn

Olympia

Comfort Inn Lacey Olympia

Quality Inn & Suites Lacey

La Quinta Inns & Suites Lacey

DoubleTree Olympia

Extended Stay America Olympia Tumwater

Comfort Inn Conference Center Tumwater Olympia

Pasco

Red Lion Hotel Pasco

Shilo Inn Suites Hotel Richland

Sleep Inn Pasco

Holiday Inn Express & Suites Pasco Tricities

Best Western Plus Pasco Inn & Suites

Port Angeles

Quality Inn Uptown Port Angeles

Days Inn Port Angeles

Quality Inn & Suites @ Olympic National Park Sequim

Holiday Inn Express & Suites Sequim

Richland

Days Inn Richland

Shilo Inn Suites Hotel Richland

Hampton Inn Richland Tri Cities

Holiday Inn Express & Suites Richland

Holiday Inn Express & Suites Pasco Tricities

Courtyard Richland Columbia Point

EXHIBIT B

MEMBER INTERESTS ASSIGNMENT

ASSIGNMENT AND ASSUMPTION OF MEMBER INTERESTS

This ASSIGNMENT AND ASSUMPTION OF PARTNERSHIP INTERESTS (this

“Assignment”) dated effective as of January , 2015 by and between RED LION HOTELS CORPORATION, a Washington corporation (“Assignor”) and SHELBOURNE FALCON RLHC HOTEL INVESTORS LLC, a Delaware limited liability company (“Assignee”).

BACKGROUND

A.Reference is made to that certain Limited Liability Company Agreement of RL Venture LLC dated and effective as of October 29, 2014 (the “LLC Agreement”).

B.Assignor is the sole member of RL Venture LLC, a Delaware limited liability company (the “Company”), and holds one hundred percent (100%) of the ownership interest (“Member Interest”) in the Company.

C.Assignor and Assignee are parties to that certain Membership Interest Purchase Agreement of even date herewith (the “MIPA”) pursuant to which (and subject to its terms and conditions) (1) Assignor has agreed to sell and assign to Assignee and Assignee has agreed to purchase and assume a forty-five percent (45%) Member Interest (the “Transferred Member Interest”) so that after and giving effect to the assignment and transfer of the Transferred Member Interest, (a) Assignor shall remain a member of the Company owning a fifty-five percent (55%) Member Interest, and (b) Assignee shall be a member of the Company owning a forty-five percent (45%) Member Interest; and (2) Assignor and Assignee have agreed to enter into an Amended and Restated Limited Liability Agreement attached as an exhibit to the MIPA.

NOW, THEREFORE, consistent with the provisions of the MIPA in consideration of the consideration paid by Assignee pursuant to the MIPA, the parties, intending to be legally bound, agree as follows:

1.Effective as of the date hereof, Assignor hereby assigns, transfers and sets over unto Assignee all of Transferred Member Interest.

2.Assignee hereby accepts such assignment and, from and after the date hereof and subject to the provisions of the MIPA, assumes all right, title and interest in and to, and all obligations and liabilities with respect to, the Transferred Member Interest.

3.This Assignment shall be binding upon and inure to the benefit of Assignor, Assignees and their respective heirs, executors, administrators, beneficiaries, legal representatives, successors and assigns.

4.This Assignment may be executed by the parties hereto in separate counterparts, each of which so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

23

IN WITNESS WHEREOF, and intending to be legally bound, Assignor and Assignee have executed this Assignment effective as of the date and year first above written.

RED LION HOTELS CORPORATION

By:

___________________________________

Name:    

Title:    

SHELBOURNE FALCON RLHC HOTEL INVESTORS LLC

By: Name: Title:

___________________________________

EXHIBIT C

FIRPTA AFFIDAVIT AND CERTIFICATION OF NON-FOREIGN STATUS

This Certification of Non-Foreign Status (this “Certification”) is being delivered in connection with the Membership Interest Purchase Agreement on even date herewith, as amended (the “MIPA”), by and between Red Lion Hotels Corporation, a Washington corporation (“RL”) and Shelbourne Falcon RLHC Hotel Investors LLC, a Delaware limited liability company (“Transferee”).

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. RL Venture LLC, a Delaware limited liability company, (“Contributor”) is a direct or indirect, wholly-owned subsidiary of RL (“Transferor”). To inform Transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by Contributor, the undersigned hereby certifies the following on behalf of Transferor:

1.Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2.Transferor is not a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii);

3.Contributor is a disregarded entity (as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii)) whose sole owner for U.S. federal tax purposes is Transferor;

4. Transferor’s U.S. employer identification number is 91-1032187; and

5. Transferor’s office address is 201 W North River Drive, Suite 100, Spokane, WA 99201. Transferor understands that this Certification may be disclosed to the Internal Revenue

Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment or both.

Under penalties of perjury, I declare that I have examined this Certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare I have authority to sign this document on behalf of Transferor.

Dated and effective as of, 2015.

[Remainder of Page Left Intentionally Blank; Signature Page Follows]

IN WITNESS WHEREOF, Transferor has executed this Certification of Non-Foreign Status as of the date listed above.

RED LION HOTEL CORPORATION

By: Printed Name:

Title:

EXHIBIT D REIMBURSEMENT AND INDEMNITY AGREEMENT

[to be attached]

FINAL

REIMBURSEMENT AND INDEMNITY AGREEMENT

This REIMBURSEMENT AND INDEMNITY AGREEMENT (this “Agreement”) is

made and entered into as of January 16, 2015 (“Effective Date”), by and among RED LION HOTELS CORPORATION, a Washington corporation (“RLHC”), SHELBOURNE CAPITAL, LLC, a Delaware limited liability company (“Shelbourne”), PAYDAY PARTNERS, LLC, a Delaware limited liability company (“Payday”), FALCON INVESTORS, LLC, a New York limited liability company (“Falcon”), STEVEN FISHMAN, an individual (“Fishman”) (RLHC, Shelbourne, Payday, Falcon and Fishman are collectively, the “Guarantors” and each is a “Guarantor (Shelbourne, Payday, Falcon and Fishman are collectively referred to as the “Shelbourne Guarantors”.)

WHEREAS, prior to the Effective Date, RLHC formed RL Venture LLC, a Delaware limited liability company (“Venture”) and, through the Venture’s wholly-owned subsidiary, RL Venture Holding LLC, a Delaware limited liability company (“Holding”), the Venture controls the ownership of each of twelve (12) single-member limited liability companies (the “Owners” and each, an “Owner” and listed on Exhibit “A”attached hereto) whose sole member is Holding and which, respectively, own each of twelve (12) hotels listed on Exhibit “A”(the “Hotels”), and the manager for each of the Hotels is Red Lion Hotel Management Corporation, an affiliate of RLHC; and

WHEREAS, on the date preceding the Effective Date, Pacific Western Bank (“Lender”) has provided to the Owners and Holding, as co-borrowers, a loan in the maximum principal amount of Eighty Million Dollars ($80,000,000) for which RLHC has provided its guaranty of certain non-recourse carve-out liabilities (the “Indemnity Guaranty”) and a guaranty of completion of a Property Improvement Plan for the Hotels (the “Completion Guaranty”, and a an environmental indemnity agreement with regard to certain environmental matters (the “Environmental Indemnity”, and together with the Indemnity Guaranty and Completion Guaranty, the “Guaranties”); and

WHEREAS, on the Effective Date, RLHC is selling and assigning to Shelbourne Falcon RLHC Hotel Investors LLC (the “Shelbourne Member”) (which is an affiliate of Shelbourne, Payday, Falcon and Fishman), and the Shelbourne Member is purchasing and assuming a 45% member interest in the Venture, and in connection with the assignment of such member interest,

(a) RLHC and affiliates of the Shelbourne Guarantors are executing an Amended and Restated Limited Liability Company Agreement (the “Venture Agreement”), and (b) Shelbourne, Payday, Falcon, and Fishman are executing joinders to become co-guarantors with RLHC under the Guaranties; and

WHEREAS, the Guarantors have potential joint and several liability under the Guaranties, including, without limitation, certain instances in which the loan or loans to which one or both of the Guaranties relate could become recourse to all Guarantors (all of the obligations and liabilities of the Guarantors described in the Indemnity Guaranties are, collectively, the “Guaranty Obligations”); and

WHEREAS, the Guarantors hereto wish to allocate their respective responsibilities for the Guaranty Obligations and to provide for reimbursement, inter se, among the Guarantors for expenditures that the Guarantors may be required to make for the Guaranty Obligations.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Representations, Warranties and Covenants. Each of the Guarantors shall be responsible for any cost, expense or liability for any Guaranty Obligations arising from the assertion of a claim by the Lender under any of the Guaranties (a “Claim Expense”) based upon that Guarantor’s breach of any of the representations, warranties or covenants which that Guarantor makes under any of the Guaranties, and shall defend, indemnify and hold the other Guarantors harmless from and against and for any cost, expense or liability arising from such breach.

2. Indemnity Guaranty. In the event that any of the Guarantors (including in the case of RLHC its affiliate Red Lion Hotels Management, Inc.): (1) takes any action or omits to take any action that is one of the Guaranteed Obligations defined in Section 2.02(a)(i) through (ix) or in Section 2.02(b)(i) through (v) of the Indemnity Agreement; or (2) commits gross negligence, willful misconduct or breach of fiduciary duty with respect to the Venture, Holding or the Owners; or (3) any of the Guarantors (including in the case of RLHC its affiliate Red Lion Hotels Management, Inc.) takes action that was a factor that resulted in the substantive consolidation of the assets of a Borrower (as defined in the Indemnity Guaranty) in a bankruptcy with any person other than a Borrower or Venture, with the result that one or more of the Guarantors incurs a Claim Expense, the Guarantor who committed that act or omission shall be responsible for that Claim Expense and shall defend, indemnify and hold the other Guarantors harmless from and against and for any cost, expense or liability arising from such Claim Expense.

3. Reimbursement Obligations.

a. In the event that any of the Guarantors incurs any Claim Expense other than in connection with the matters allocated under Sections 1 or 2, the responsibility for payment for such Claim Expense shall be allocated between the Guarantors in the following percentages (the “Allocated

Percentages”): RLHC:	55%
Shelbourne Guarantors, collectively:	45%

b. Except as provided in Section 1 above, in the event that RLHC incurs a cost, expense or liability in excess of its Allocated Percentage of a Claim Expense, the Shelbourne Guarantors shall collectively provide sufficient reimbursement to RLHC such that the Claim Expense is paid by the Guarantors in accordance with their respective Allocated Percentages. Except as provided in Section 1 above, in the event that any of Shelbourne, Payday, Falcon and Fishman incur, collectively, a cost,

expense or liability such that the aggregate liability of Shelbourne, Payday, Falcon and Fishman exceeds their Allocated Percentage of a Claim Expense, RLHC shall provide sufficient reimbursement to Shelbourne, Payday, Falcon and Fishman such that the Claim Expense is paid by the Guarantors in accordance with their respective Allocated Percentage.

4. Reporting. Each of the Guarantors will provide to the other Guarantors on a quarterly basis, a certification in writing that there has been no material deterioration in the certifying Guarantor’s Liquidity and Tangible Net Worth, as those terms are defined in the Indemnity Guaranty.

5. Transfers. This Agreement shall inure to the benefit and shall be binding upon the successors and assigns of each party, provided, however, that the sale, assignment or other transfer (each, a “Transfer”) of all or any portion of any direct or indirect interest in Venture by a Member (as defined in the Venture Operating Agreement) shall not result in a release of any party of its liability under this Agreement without the prior written consent of the other parties to this Agreement.

6. Remedies. In the event that any of the Guarantors fails to reimburse the other Guarantors as required hereunder within five (5) business days following written demand therefor, the party who is entitled to but does not receive payment (the “Aggrieved Party”) may exercise any right or remedy available to it at law or in equity, including the right to sue for specific performance hereof, and the Aggrieved Party shall additionally be entitled to interest on the unpaid amount accrued at a rate equal to the lower of 10% per annum and the highest rate permitted by applicable law (the “Interest Rate”), and to recover from the other party (the “Owing Party”) the Aggrieved Party's out-of-pocket costs incurred in connection with the enforcement of this Agreement, including reasonable attorneys' fees and expenses incurred before and at trial, at all levels, and whether or not suit is instituted.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to conflicts of laws principles.

8. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, incorporates all prior negotiations and understandings with respect to such subject matter and may be amended only by an instrument in writing executed by all of the parties.

9. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute but one and the same agreement.

10. Waiver of Jury. EACH PARTIES HERETO, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY

IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT.

11. Third Parties Not Benefited. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person or entity other than the parties and their respective successors and assigns, nor shall anything in this Agreement relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision of this Agreement give any third person any right of subrogation or action over or against any party to this Agreement.

[The remainder of this page has been intentionally left blank]

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

RED LION HOTELS CORPORATION

By: ________

Name:

Title:

SHELBOURNE CAPITAL, LLC

By:_______________________    

Name: Joseph L. Fox

Title:

PAYDAY PARTNERS, LLC

By:_ Name:

Title:

FALCON INVESTORS, LLC

By: Senior Care Development LLC, Its Manager By: _

[SIGNATURE PAGE TO RLHC/SHELBOURNE GUARANTORS REIMBURSEMENT AGMT

EXHIBIT A

LIST OF OWNERS AND HOTELS

RL Spokane, LLC	Red Lion Hotel at the Park, 303 West River Drive, Spokane WA
RL Salt Lake, LLC	Red Lion Salt Lake, 161 West 600 South, Salt Lake City UT
RL Boise, LLC	Red Lion Boise, 1800 Fairview Avenue, Boise ID
RL Bend, LLC	Red Lion Bend, 1415-1465 NE Third Street, Bend OR
RL Coos Bay, LLC	Red Lion Coos Bay, 1313 North Bayshore Drive, Coos Bay OR
RL Eureka, LLC	Red Lion Eureka, 1929 Fourth Street, Eureka CA
RL Redding, LLC	Red Lion Redding, 1830 Hilltop Drive, Redding CA
RL Post Falls, LLC	Red Lion Post Falls, 414 East First Avenue, Post Falls ID
RL Olympia, LLC	Red Lion Olympia, 2300 Evergreen Park Drive, Olympia WA
RL Pasco, LLC	Red Lion Pasco, 2525 North 20th Avenue, Pasco WA
RL Port Angeles, LLC	Red Lion Port Angeles, 221 North Lincoln Street, Port Angeles WA
RL Richland, LLC	Red Lion Richland, 802 George Washington Way, Richland WA

EX-31.1

Exhibit 31.1

RED LION HOTELS CORPORATION

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)

I, Gregory T. Mount, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Red Lion Hotels Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2015

/s/ Gregory T. Mount

Gregory T. Mount

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

RED LION HOTELS CORPORATION

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)

I, James A. Bell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Red Lion Hotels Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2015

/s/ James A. Bell

James A. Bell

Executive Vice President, Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

EX-32.1

Exhibit 32.1

RED LION HOTELS CORPORATION

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(b)

In connection with the quarterly report of Red Lion Hotels Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gregory T. Mount, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

May 8, 2015

/s/ Gregory T. Mount

Gregory T. Mount

President and Chief Executive Officer

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

RED LION HOTELS CORPORATION

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(b)

In connection with the quarterly report of Red Lion Hotels Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James A. Bell, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

May 8, 2015

/s/ James A. Bell

James A. Bell

Executive Vice President, Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

XML

Discontinued Operations (Income Statement) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from operations of discontinued business units	$ 0	$ (186)
Loss on disposal and impairment of the assets of the discontinued business units	0	(2)
Net income (loss) from discontinued operations	0	(188)
Red Lion Hotel Eugene, Oregon
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	0	133
Operating expenses	0	(289)
Hotel facility and land lease	0	(30)
Loss from operations of discontinued business units	0	(186)
Loss on disposal and impairment of the assets of the discontinued business units	0	(2)
Net income (loss) from discontinued operations	$ 0	$ (188)

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Stockholders' Equity (Warrants) (Details) (Common stock, USD $)	1 Months Ended
	Jan. 31, 2015
Common stock
Class of Warrant or Right [Line Items]
Warrants issued (in shares)	442,533
Warrant term	5 years
Warrants issued (in dollars per share)	$ 6.78

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Tax Disclosure [Abstract]
Income tax expense	$ 112	$ 31

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Fair Value of Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Carrying Amount
Financial assets:
Cash and cash equivalents and restricted cash	$ 82,198	$ 5,351
Accounts receivable	7,063	6,752
Notes receivable	5,203	5,284
Financial liabilities:
Current liabilities, excluding debt	20,882	18,469
Total debt	51,508	29,873
Debentures	30,825	30,825
Fair Value
Financial assets:
Cash and cash equivalents and restricted cash	82,198	5,351
Accounts receivable	7,063	6,752
Notes receivable	5,203	5,284
Financial liabilities:
Current liabilities, excluding debt	20,882	18,469
Total debt	57,456	30,683
Debentures	$ 31,759	$ 31,639

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Earnings (Loss) Per Share (Schedule of Earnings Per Share) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Numerator - basic and diluted:
Net income (loss) from continuing operations	$ 10,133	$ (3,330)
Net (income) loss attributable to noncontrolling interest	30	0
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation	10,163	(3,330)
Income (loss) from discontinued operations	0	(188)
Net income (loss) attributable to Red Lion Hotels Corporation	$ 10,163	$ (3,518)
Denominator:
Weighted average shares - basic (in shares)	19,895	19,716
Weighted average shares - diluted (in shares)	20,067	19,716
Earnings (loss) per share - basic
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (in dollars per share)	$ 0.51	$ (0.17)
Income (loss) from discontinued operations (in dollars per share)	$ 0.00	$ (0.01)
Net income (loss) attributable to Red Lion Hotels Corporation (in dollars per share)	$ 0.51	$ (0.18)
Earnings (loss) per share - diluted
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (in dollars per share)	$ 0.51	$ (0.17)
Income (loss) from discontinued operations (in dollars per share)	$ 0.00	$ (0.01)
Net income (loss) attributable to Red Lion Hotels Corporation (in dollars per share)	$ 0.51	$ (0.18)

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Stock Options Activity

A summary of stock option activity for the three months ended March 31, 2015, is as follows:

	Number of Shares	Weighted Average Exercise Price
Balance, December 31, 2014	75,176	$	10.27
Options granted	—	$	—
Options exercised	—	$	—
Options forfeited	—	$	—
Balance, March 31, 2015	75,176	$	10.27
Exercisable, March 31, 2015	75,176	$	10.27

Schedule of Stock Option Plans, by Exercise Price Range

Additional information regarding stock options outstanding and exercisable as of March 31, 2015, is as follows:

Exercise Price	Number Outstanding	Weighted Average Remaining Contractual Life (Years)	Expiration Date	Weighted Average Exercise Price		Aggregate Intrinsic Value(1)		Number Exercisable	Weighted Average Exercise Price		Aggregate Intrinsic Value(1)
$7.46	3,500	0.61	2015	$	7.46	$	—	3,500	$	7.46	$	—
$8.74	40,836	3.14	2018	8.74		—		40,836	8.74		—
$12.21	15,195	1.64	2016	12.21		—		15,195	12.21		—
$13.00	15,645	2.13	2017	13.00		—		15,645	13.00		—
	75,176	2.51	2015-2018	$	10.27	$	—	75,176	$	10.27	$	—

__________ 

(1) The aggregate intrinsic value is before applicable income taxes and represents the amount option recipients would have received if all options had been fully vested and exercised on the last trading day of the first three months of 2015, or March 31, 2015, based upon our closing stock price on that date of $6.67.

Schedule of Restricted Stock

A summary of restricted stock unit activity for the three months ended March 31, 2015, is as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Balance, December 31, 2014	398,513		$	7.32
Granted	270,383		$	6.80
Vested	(24,601	)	$	5.80
Forfeited	(3,836	)	$	6.25
Balance, March 31, 2015	640,459		$	6.40

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Related-Party Transactions (Details) (RL Venture LLC, USD $)	3 Months Ended
	Mar. 31, 2015
Shelbourne Falcon
Related Party Transaction [Line Items]
Monthly investor relations fee, percent of total revenue	0.50%
CPA Development, LLC | Construction Management Fee
Related Party Transaction [Line Items]
Construction management fee due	200,000
Construction management fee paid	18,200

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Certain information and footnote disclosures normally included in financial statements have been condensed or omitted as permitted by such rules and regulations.

The consolidated balance sheet as of December 31, 2014 has been compiled from the audited balance sheet as of such date. We believe the disclosures included herein are adequate; however, they should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2014, previously filed with the SEC on Form 10-K.

In the opinion of management, these unaudited consolidated financial statements contain all of the adjustments of a normal and recurring nature necessary to present fairly our consolidated financial position at March 31, 2015, the consolidated statements of comprehensive income (loss) for the three months endedMarch 31,2015 and 2014, and the consolidated cash flows for the three months ended March 31, 2015 and 2014. The comprehensive income (loss) for the periods presented may not be indicative of that which may be expected for a full year.

Management makes estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting period and the disclosures of contingent liabilities. Actual results could materially differ from those estimates and interim results may not be indicative of fiscal year performance because of seasonal and short-term variations.

Changes to Significant Accounting Policies

Changes to Significant Accounting Policies

We recognize other revenue and costs from managed properties when we incur the related reimbursable costs. These costs primarily consist of payroll and related expenses at managed properties where we are the employer. As these costs have no added markup, the revenue and related expense have no impact on either our operating or net income.

Reclassifications

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. Except as otherwise described, these reclassifications had no effect on reported income/losses, total assets, total liabilities, or stockholders’ equity as otherwise reported.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 may be applied using either a full retrospective or a modified retrospective approach and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. We are in the process of evaluating this guidance and our method of adoption.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the consolidation analysis for both the variable interest model and for the voting model for limited partnerships and similar entities. ASU 2015-02 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. ASU 2015-02 provides for one of two methods of transition: retrospective application to each prior period presented; or recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. We are in the process of evaluating this guidance and our method of adoption.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. We have early adopted this guidance in the first quarter of 2015. We utilized retrospective application of the new standard and reclassified prior period balances of prepaid debt fees to debt discount.

In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for a customer’s accounting for service contracts. ASU 2015-05 is effective for annual and interim reporting periods beginning after December 15, 2015. We are in the process of evaluating this guidance and our method of adoption.

Management has assessed the potential impact of other recently issued, but not yet effective, accounting standards and determined that the provisions are either not applicable to our Company, or are not anticipated to have a material impact on our consolidated financial statements.

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Stockholders' Equity (Stock Options) (Details) (Stock Options, USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 0	$ 0
Number of Shares (in shares)
Balance, December 31, 2014	75,176
Options granted	0
Options exercised	0
Options forfeited	0
Balance, March 31, 2015	75,176
Exercisable, March 31, 2015	75,176
Weighted Average Exercise Price (in dollars per share)
Balance, December 31, 2014	$ 10.27
Options granted	$ 0.00
Options exercised	$ 0.00
Options forfeited	$ 0.00
Balance, March 31, 2015	$ 10.27
Exercisable, March 31, 2015	$ 10.27

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Long-Term Debt (Wells Fargo) (Details) (USD $)	3 Months Ended		1 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jan. 31, 2015
Debt Instrument [Line Items]
Loss on early retirement of debt	$ 1,159,000	$ 0
Line of Credit | Wells Fargo Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity			10,000,000
Notes Payable to Banks | Term Loan
Debt Instrument [Line Items]
Loss on early retirement of debt			$ 1,200,000

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Property and Equipment (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 221,213	$ 221,126
Less accumulated depreciation	(120,943)	(117,968)
Property, plant and equipment, net, excluding land and construction in progress	100,270	103,158
Property and equipment, net	159,468	160,410
Buildings and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	182,360	182,273
Landscaping and land improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	6,943	6,943
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	31,910	31,910
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	38,891	39,087
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 20,307	$ 18,165

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Stockholders' Equity (Restricted Stock Units) (Details) (Restricted Stock Units (RSUs), USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of total units granted that are forfeited	22.00%
Compensation expense	$ 200,000	$ 200,000
Additional compensation expense	2,800,000
Weighted average period	41 months
Additional compensation expense expected remainder of year	$ 700,000
Number of Shares (in shares)
Balance, December 31, 2014	398,513
Granted	270,383
Vested	(24,601)
Forfeited	(3,836)
Balance, March 31, 2015	640,459	314,618
Weighted Average Grant Date Fair Value (in dollars per share)
Balance, December 31, 2014	$ 7.32
Granted	$ 6.80
Vested	$ 5.80
Forfeited	$ 6.25
Balance, March 31, 2015	$ 6.40

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Earnings (Loss) Per Share (Details)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Stock Options
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	75,176	118,127
Restricted Stock Units (RSUs)
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)		314,618
Other than options outstanding (in shares)	640,459	314,618	398,513
Restricted Stock Units (RSUs)
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	469,424
Warrants
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of EPS (in shares)	442,533

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Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2015

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers, which is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 may be applied using either a full retrospective or a modified retrospective approach and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. We are in the process of evaluating this guidance and our method of adoption.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the consolidation analysis for both the variable interest model and for the voting model for limited partnerships and similar entities. ASU 2015-02 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. ASU 2015-02 provides for one of two methods of transition: retrospective application to each prior period presented; or recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. We are in the process of evaluating this guidance and our method of adoption.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 is effective for annual and interim periods beginning after December 15, 2015 and early application is permitted. We have early adopted this guidance in the first quarter of 2015. We utilized retrospective application of the new standard and reclassified prior period balances of prepaid debt fees to debt discount.

In April 2015, the FASB issued ASU 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance does not change the accounting for a customer’s accounting for service contracts. ASU 2015-05 is effective for annual and interim reporting periods beginning after December 15, 2015. We are in the process of evaluating this guidance and our method of adoption.

Management has assessed the potential impact of other recently issued, but not yet effective, accounting standards and determined that the provisions are either not applicable to our Company, or are not anticipated to have a material impact on our consolidated financial statements.

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Long-Term Debt (Debentures of Red Lion Hotels Capital Trust) (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Debentures due Red Lion Hotels Capital Trust	$ 30,825,000	$ 30,825,000
Trust Preferred Securities Subject to Mandatory Redemption
Debt Instrument [Line Items]
Proceeds from issuance of trust preferred securities	500,000
Ownership by non-controlling interest holders	3.00%
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets and Liabilities, Net	1,400,000
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Mandatory Redemption Percentage, Upon Occurrence of Triggering Event	35.00%
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Percentage of Issued Value, Upon Occurrence of Triggering Event	105.00%
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Upon Occurrence of Triggering Event	50,000,000
Payments for Repurchase of Trust Preferred Securities	16,600,000
Financial Instruments Subject to Mandatory Redemption, Preferred Stock and Common Stock Outstanding, Redemption Percentage	35.00%
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Redemption Price Per Share	$ 26.25
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Redemption Premium Percentage	5.00%
Red Lion Hotels Capital Trust | Trust Preferred Securities Subject to Mandatory Redemption | Variable Interest Entity, Not Primary Beneficiary
Debt Instrument [Line Items]
Proceeds from issuance of trust preferred securities	46,000,000
Redeemable preferred stock, cash distributions percentage	9.50%
Payment of financing and stock issuance costs	$ 2,300,000
Non-Current Liabilities | Trust Preferred Securities Subject to Mandatory Redemption
Debt Instrument [Line Items]
Variable Interest Entity, Reporting Entity Involvement, Debenture Percentage	9.50%

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2015

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Balance Sheet and Income Statement

The following table summarizes the results of discontinued operations for the periods indicated (in thousands):

	Three Months Ended March 31,
	2015		2014
Revenues	$	—	$	133
Operating expenses	—		(289		)
Hotel facility and land lease	—		(30		)
Loss from operations of discontinued business units	—		(186		)
Loss on disposal and impairment of the assets of the discontinued business units	—		(2		)
Loss from discontinued operations	$	—	$	(188	)

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Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2015

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Assets Held for Sale

The property and equipment of these properties that are classified as assets held for sale on the December 31, 2014 consolidated balance sheet is detailed in the table below (in thousands):

	December 31, 2014
Buildings and equipment	$	16,339
Landscaping and land improvements	345
Furniture and fixtures	1,948
	18,632
Less accumulated depreciation and amortization	(8,537		)
	10,095
Land	11,066
Construction in progress	12
Assets held for sale	$	21,173

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Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Equity Method Investment, Percentage	19.90%
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 1.9
Guarantor Obligations, Maximum Exposure, Percentage	19.90%
Lease Termination Fee	$ 3.0

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Derivative Financial Instruments (Details) (USD $)	3 Months Ended		1 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jan. 31, 2015
Derivative [Line Items]
Loss on early retirement of debt	$ (1,159,000)	$ 0
Interest rate cap
Derivative [Line Items]
Derivative notional amount	80,000,000.0
Fixed interest rate	5.00%
Interest rate cap | Other accrued expenses
Derivative [Line Items]
Derivative liabilities	100,000
Interest rate swap
Derivative [Line Items]
Derivative liabilities			16,200,000
Interest rate swap | Early retirement of debt
Derivative [Line Items]
Loss on early retirement of debt			$ 400,000

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill and Other Intangibles

The following table summarizes the balances of goodwill and other intangible assets (in thousands):

	March 31, 2015		December 31, 2014
Goodwill	$	8,512	$	8,512
Intangible assets
Brand name	$	6,878	$	6,878
Trademarks	134		134
Total intangible assets	$	7,012	$	7,012

Goodwill and other intangible assets attributable to each of our business segments were as follows (in thousands):

	March 31, 2015				December 31, 2014
			Other				Other
	Goodwill		Intangibles		Goodwill		Intangibles
Company operated hotels	$	—	$	4,659	$	—	$	4,659
Franchised hotels	5,351		2,347		5,351		2,347
Entertainment	3,161		6		3,161		6
Total	$	8,512	$	7,012	$	8,512	$	7,012

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Business Segments (Tables)

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

Selected financial information is provided below (in thousands):

Three months ended March 31, 2015	Company Operated Hotels			Franchised Hotels			Entertainment		Other			Total
Revenue	$	23,935		$	2,093		$	3,677	$	10		$	29,715
Segment operating expenses	$	21,085		$	2,377		$	3,126	$	8		$	26,596
Depreciation and amortization	2,761			11			74		130			2,976
Other expenses	(14,889		)	—			—		2,398			(12,491		)
Operating income (loss)	14,978			(295		)	477		(2,526		)	12,634
Interest expense	(721		)	—			—		(781		)	(1,502		)
Loss on early retirement of debt	—			—			—		(1,159		)	(1,159		)
Other income	—			2			47		223			272
Income tax expense	—			—			—		(112		)	(112		)
Income (loss) from continuing operations	14,257			(293		)	524		(4,355		)	10,133
Discontinued operations	—			—			—		—			—
Net Income (loss)	14,257			(293		)	524		(4,355		)	10,133
Less net (income) loss attributable to noncontrolling interest	30			—			—		—			30
Net income (loss) attributable to RLHC	$	14,287		$	(293	)	$	524	$	(4,355	)	$	10,163
Capital expenditures	$	1,849		$	—		$	88	$	297		$	2,234
Identifiable assets	$	249,754		$	10,306		$	5,592	$	11,948		$	277,600

Three months ended March 31, 2014	Company Operated Hotels			Franchise Hotels		Entertainment		Other			Total
Revenue	$	25,924		$	1,526	$	5,105	$	33		$	32,588
Segment operating expenses	$	22,814		$	1,442	$	4,057	$	114		$	28,427
Depreciation and amortization	2,869			12		84		178			3,143
Other expenses	1,079							2,114			3,193
Operating income (loss)	(838		)	72		964		(2,373		)	(2,175		)
Interest expense	—			—		—		(1,217		)	(1,217		)
Loss on early retirement of debt	—			—		—		—			—
Other income	—			—		—		93			93
Income tax (expense) benefit	—			—		—		(31		)	(31		)
Income (loss) from continuing operations	(838		)	72		964		(3,528		)	(3,330		)
Discontinued operations	—			—		—		(188		)	(188		)
Net Income (loss)	(838		)	72		964		(3,716		)	(3,518		)
Less net (income) loss attributable to noncontrolling interest	—			—		—		—			—
Net income (loss) attributable to RLHC	$	(838	)	$	72	$	964	$	(3,716	)	$	(3,518	)
Capital expenditures	$	3,322		$	9	$	139	$	(368	)	$	3,102
Identifiable assets as December 31, 2014	$	190,332		$	9,807	$	6,161	$	16,727		$	223,027

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Basis of Presentation

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Certain information and footnote disclosures normally included in financial statements have been condensed or omitted as permitted by such rules and regulations.

The consolidated balance sheet as of December 31, 2014 has been compiled from the audited balance sheet as of such date. We believe the disclosures included herein are adequate; however, they should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2014, previously filed with the SEC on Form 10-K.

In the opinion of management, these unaudited consolidated financial statements contain all of the adjustments of a normal and recurring nature necessary to present fairly our consolidated financial position at March 31, 2015, the consolidated statements of comprehensive income (loss) for the three months endedMarch 31,2015 and 2014, and the consolidated cash flows for the three months ended March 31, 2015 and 2014. The comprehensive income (loss) for the periods presented may not be indicative of that which may be expected for a full year.

Management makes estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting period and the disclosures of contingent liabilities. Actual results could materially differ from those estimates and interim results may not be indicative of fiscal year performance because of seasonal and short-term variations.

Changes to Significant Accounting Policies

We recognize other revenue and costs from managed properties when we incur the related reimbursable costs. These costs primarily consist of payroll and related expenses at managed properties where we are the employer. As these costs have no added markup, the revenue and related expense have no impact on either our operating or net income.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. Except as otherwise described, these reclassifications had no effect on reported income/losses, total assets, total liabilities, or stockholders’ equity as otherwise reported.

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Earnings (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents a reconciliation of the numerators and denominators used in the basic and diluted net income (loss) per share computations for the three months endedMarch 31, 2015 and 2014 (in thousands, except per share amounts):

	Three Months Ended March 31,
	2015		2014
Numerator - basic and diluted:
Net income (loss) from continuing operations	$	10,133	$	(3,330	)
Less: net (income) loss attributable to noncontrolling interest	$	30	$	—
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation	$	10,163	$	(3,330	)
Income (loss) from discontinued operations	—		(188		)
Net income (loss) attributable to Red Lion Hotels Corporation	$	10,163	$	(3,518	)
Denominator:
Weighted average shares - basic	19,895		19,716
Weighted average shares - diluted	20,067		19,716
Earnings (loss) per share - basic
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation	$	0.51	$	(0.17	)
Income (loss) from discontinued operations	$	—	$	(0.01	)
Net income (loss) attributable to Red Lion Hotels Corporation	$	0.51	$	(0.18	)
Earnings (loss) per share - diluted
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation	$	0.51	$	(0.17	)
Income (loss) from discontinued operations	$	—	$	(0.01	)
Net income (loss) attributable to Red Lion Hotels Corporation	$	0.51	$	(0.18	)

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Goodwill and Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Schedule of Goodwill and Intangible Assets [Line Items]
Goodwill	$ 8,512	$ 8,512
Intangible assets	7,012	7,012
Company operated hotels
Schedule of Goodwill and Intangible Assets [Line Items]
Goodwill	0	0
Intangible assets	4,659	4,659
Franchised hotels
Schedule of Goodwill and Intangible Assets [Line Items]
Goodwill	5,351	5,351
Intangible assets	2,347	2,347
Entertainment
Schedule of Goodwill and Intangible Assets [Line Items]
Goodwill	3,161	3,161
Intangible assets	6	6
Brand name
Schedule of Goodwill and Intangible Assets [Line Items]
Intangible assets	6,878	6,878
Trademarks
Schedule of Goodwill and Intangible Assets [Line Items]
Intangible assets	$ 134	$ 134

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Stockholders' Equity (Employee Stock Purchase Plan) (Details) (2008 ESPP, USD $)	1 Months Ended	3 Months Ended
	Jan. 31, 2008	Mar. 31, 2015	Mar. 31, 2014
2008 ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock authorized for purchase (in shares)	300,000
Maximum amount employees can purchase (in shares)	$ 25,000
Maximum number of shares employees can purchase (in shares)	10,000
Number of shares issued to participants (in shares)		10,614	7,405

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 76,615	$ 5,126
Restricted cash	5,583	225
Accounts receivable, net	7,063	6,752
Notes receivable	2,932	2,944
Inventories	820	1,013
Prepaid expenses and other	3,268	3,671
Deferred income taxes	151	0
Assets held for sale	0	21,173
Total current assets	96,432	40,904
Property and equipment, net	159,468	160,410
Goodwill	8,512	8,512
Intangible assets	7,012	7,012
Notes receivable, long term	2,271	2,340
Other assets, net	3,905	3,849
Total assets	277,600	223,027
Current liabilities:
Accounts payable	3,578	2,952
Accrued payroll and related benefits	4,032	4,567
Other accrued entertainment expenses	8,859	5,625
Other accrued expenses	4,413	2,547
Deferred income taxes	0	2,778
Total current liabilities	20,882	18,469
Long-term debt, due after one year, net of discount	51,508	29,873
Deferred income	2,871	2,988
Deferred income taxes	2,971	35
Debentures due Red Lion Hotels Capital Trust	30,825	30,825
Total liabilities	109,057	82,190
Commitments and contingencies
Red Lion Hotels Corporation stockholders' equity
Preferred stock- 5,000,000 shares authorized; $0.01 par value; no shares issued or outstanding	0	0
Common stock - 50,000,000 shares authorized; $0.01 par value; 19,918,778 and 19,846,508 shares issued and outstanding	199	198
Additional paid-in capital	142,479	153,671
Accumulated other comprehensive income (loss)	0	(203)
Retained earnings (accumulated deficit)	(2,665)	(12,829)
Total Red Lion Hotels Corporation stockholders' equity	140,013	140,837
Noncontrolling interest	28,530	0
Total stockholders' equity	168,543	140,837
Total liabilities and stockholders’ equity	$ 277,600	$ 223,027

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Business Segments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015 segment	Mar. 31, 2014	Dec. 31, 2014
Segment Reporting Information [Line Items]
Number of operating segments	3
Revenue	$ 29,715	$ 32,588
Segment operating expenses	26,596	28,427
Depreciation and amortization	2,976	3,143
Other expenses	(12,491)	3,193
Operating income (loss)	12,634	(2,175)
Interest expense	(1,502)	(1,217)
Loss on early retirement of debt	(1,159)	0
Other income, net	272	93
Income tax (expense) benefit	(112)	(31)
Net income (loss) from continuing operations	10,133	(3,330)
Discontinued operations	0	(188)
Net income (loss) from continuing operations	10,133	(3,518)
Net (income) loss attributable to noncontrolling interest	30	0
Net income (loss) attributable to Red Lion Hotels Corporation	10,163	(3,518)
Capital expenditures	2,234		3,102
Identifiable assets	277,600		223,027
Company operated hotels
Segment Reporting Information [Line Items]
Revenue	23,935	25,924
Segment operating expenses	21,085	22,814
Depreciation and amortization	2,761	2,869
Other expenses	(14,889)	1,079
Operating income (loss)	14,978	(838)
Interest expense	(721)	0
Loss on early retirement of debt	0	0
Other income, net	0	0
Income tax (expense) benefit	0	0
Net income (loss) from continuing operations	14,257	(838)
Discontinued operations	0	0
Net income (loss) from continuing operations	14,257	(838)
Net (income) loss attributable to noncontrolling interest	30	0
Net income (loss) attributable to Red Lion Hotels Corporation	14,287	(838)
Capital expenditures	1,849		3,322
Identifiable assets	249,754		190,332
Franchised hotels
Segment Reporting Information [Line Items]
Revenue	2,093	1,526
Segment operating expenses	2,377	1,442
Depreciation and amortization	11	12
Other expenses	0
Operating income (loss)	(295)	72
Interest expense	0	0
Loss on early retirement of debt	0	0
Other income, net	2	0
Income tax (expense) benefit	0	0
Net income (loss) from continuing operations	(293)	72
Discontinued operations	0	0
Net income (loss) from continuing operations	(293)	72
Net (income) loss attributable to noncontrolling interest	0	0
Net income (loss) attributable to Red Lion Hotels Corporation	(293)	72
Capital expenditures	0		9
Identifiable assets	10,306		9,807
Entertainment
Segment Reporting Information [Line Items]
Revenue	3,677	5,105
Segment operating expenses	3,126	4,057
Depreciation and amortization	74	84
Other expenses	0
Operating income (loss)	477	964
Interest expense	0	0
Loss on early retirement of debt	0	0
Other income, net	47	0
Income tax (expense) benefit	0	0
Net income (loss) from continuing operations	524	964
Discontinued operations	0	0
Net income (loss) from continuing operations	524	964
Net (income) loss attributable to noncontrolling interest	0	0
Net income (loss) attributable to Red Lion Hotels Corporation	524	964
Capital expenditures	88		139
Identifiable assets	5,592		6,161
Other
Segment Reporting Information [Line Items]
Revenue	10	33
Segment operating expenses	8	114
Depreciation and amortization	130	178
Other expenses	2,398	2,114
Operating income (loss)	(2,526)	(2,373)
Interest expense	(781)	(1,217)
Loss on early retirement of debt	(1,159)	0
Other income, net	223	93
Income tax (expense) benefit	(112)	(31)
Net income (loss) from continuing operations	(4,355)	(3,528)
Discontinued operations	0	(188)
Net income (loss) from continuing operations	(4,355)	(3,716)
Net (income) loss attributable to noncontrolling interest	0	0
Net income (loss) attributable to Red Lion Hotels Corporation	(4,355)	(3,716)
Capital expenditures	297		(368)
Identifiable assets	$ 11,948		$ 16,727

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Operating activities:
Net income (loss) from continuing operations	$ 10,133	$ (3,518)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	3,108	3,223
Gain on disposition of property, equipment and other assets, net	(16,415)	(73)
Loss on early retirement of debt	1,159	0
Deferred income taxes	7	7
Equity in investments	(33)	0
Stock based compensation expense	250	330
Provision for doubtful accounts	(2)	1
Change in current assets and liabilities:
Restricted cash	(5,358)	0
Accounts receivable	(343)	(273)
Notes receivable	(175)	(35)
Inventories	135	120
Prepaid expenses and other	(25)	427
Accounts payable	626	(369)
Accrued other	4,684	4,129
Net cash provided by (used in) operating activities	(2,249)	3,969
Investing activities:
Purchases of property and equipment	(2,234)	(3,102)
Proceeds from disposition of property and equipment	37,729	295
Proceeds from sale of joint ventures	17,071	0
Collection of notes receivable related to property sales	336	42
Advances to Red Lion Hotels Capital Trust	(15)	(27)
Other, net	(54)	0
Net cash provided by (used in) investing activities	52,833	(2,792)
Financing activities:
Borrowings on long-term debt	53,807	0
Repayment of long-term debt	(30,528)	(750)
Proceeds from stock compensation, net	49	36
Debt issuance costs	(2,423)	(5)
Net cash provided by (used in) financing activities	20,905	(719)
Change in cash and cash equivalents:
Net increase (decrease) in cash and cash equivalents	71,489	458
Cash and cash equivalents at beginning of period	5,126	13,058
Cash and cash equivalents at end of period	76,615	13,516
Cash paid during periods for:
Income taxes	13	31
Interest on long-term debt	1,366	1,174
Non-cash operating, investing and financing activities:
Reclassification of property and other assets to assets held for sale	0	137
Reclassification of long-term note receivable to short-term	227	0
Conversion of accounts receivable to note receivable	$ 80	$ 0

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Organization (Details)	Mar. 31, 2015 province state hotel
Business Acquisition [Line Items]
Number of Total Hotels	57
Number of States Hotels are Located	12
Number of Canadian Provinces Hotels are Located	1
Number of Hotels, Operated	18
Number of Hotels, Majority Owned	12
Number of Hotels, Leased	5
Number of Hotels, Managed	1
Number of Hotels, Franchised	37
Equity Method Investment, Percentage	19.90%
Red Lion Hotels Capital Trust
Business Acquisition [Line Items]
Interest in Variable Interest Entity	3.00%
Leo Hotel Collection [Member]
Business Acquisition [Line Items]
Number of Total Hotels	2
Number of Hotel Rooms	3,256
Meeting Space (in square feet)	241,000
Red Lion Hotels and Red Lion Inns & Suites [Member]
Business Acquisition [Line Items]
Number of Total Hotels	55
Number of Hotel Rooms	8,799
Meeting Space (in square feet)	438,322

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

At any given time we are subject to claims and actions incidental to the operations of our business. Based on information currently available, we do not expect that any sums we may receive or have to pay in connection with any legal proceeding would have a materially adverse effect on our consolidated financial position or net cash flow.

Due to our equity method investment in a 19.9% owned real estate venture, we are considered a guarantor of the mortgage for the building associated with that investment. We would be obligated to pay a portion of this mortgage in the event the real estate venture were unable to meet its principal or interest payment obligations. As of March 31, 2015, the maximum amount payable under this guarantee was approximately $1.9 million, which represents 19.9% of the outstanding mortgage balance. At each reporting date, it was not probable that we would be required to pay any of this amount; thus we have not accrued a liability for any portion of this obligation in our March 31, 2015 or December 31, 2014 financial statements.

The terms of our lease for the Red Lion Hotel Vancouver (at the Quay) include a required lease termination fee of $3.0 million upon termination of the lease, but no later than December 31, 2015. This payment is subject to a letter of credit which is secured by a certificate of deposit, which is included in "Restricted cash" on the Consolidated Balance Sheet.

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Variable Interest Entities (Details) (USD $)	3 Months Ended		1 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jan. 31, 2015 hotel	Dec. 31, 2014
Assets:
Accounts receivable, net	$ 7,063,000			$ 6,752,000
Inventories	820,000			1,013,000
Prepaid expenses and other assets	3,268,000			3,671,000
Property and equipment, net	159,468,000			160,410,000
Total assets	277,600,000			223,027,000
Liabilities:
Accounts payable	3,578,000			2,952,000
Accrued payroll and related benefits	4,032,000			4,567,000
Other accrued expenses	4,413,000			2,547,000
Long-term debt, due after one year, net of discount	51,508,000			29,873,000
Total liabilities	109,057,000			82,190,000
Shareholders' equity	168,543,000			140,837,000
Total liabilities and stockholders’ equity	277,600,000			223,027,000
Condensed Statement of Comprehensive Income (Loss)
Hotel revenue	23,772,000	25,924,000
Hotel operating expenses	20,922,000	22,814,000
Depreciation and amortization	2,976,000	3,143,000
General and administrative expenses	2,324,000	2,113,000
Other expenses	8,000	114,000
Operating income (loss)	12,634,000	(2,175,000)
Interest expense	1,502,000	1,217,000
Net income (loss)	10,133,000	(3,518,000)
RL Venture LLC | Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Ownership by non-controlling interest holders			45.00%
Number of hotels transfered			12
Ownership by parent			55.00%
Loss on the sale of the equity interests as a reduction to additional paid in capital			12,300,000
Cash distributions	0
Assets:
Cash and restricted cash	1,974,000
Accounts receivable, net	1,071,000
Inventories	421,000
Prepaid expenses and other assets	801,000
Property and equipment, net	109,581,000
Total assets	113,848,000
Liabilities:
Accounts payable	1,465,000
Accrued payroll and related benefits	1,328,000
Other accrued expenses	1,578,000
Long-term debt, due after one year, net of discount	51,516,000
Total liabilities	55,887,000
Shareholders' equity	57,961,000
Total liabilities and stockholders’ equity	113,848,000
Condensed Statement of Comprehensive Income (Loss)
Hotel revenue	13,552,000
Hotel operating expenses	9,832,000
Depreciation and amortization	1,666,000
General and administrative expenses	1,385,000
Other expenses	14,000
Operating income (loss)	655,000
Interest expense	721,000
Net income (loss)	$ (66,000)

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Subsequent Events

3 Months Ended

Mar. 31, 2015

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

In April 2015, our subsidiary RL Baltimore, LLC ("RL Baltimore") obtained a new mortgage loan from PFP Holding Company IV LLC, an affiliate of Prime Finance, secured by the Hotel RL Baltimore Inner Harbor. The initial principal amount of the loan was $10.1 million and the lender has agreed to advance an additional $3.2 million to cover expenses related to improvements to the hotel. The loan has a three-year term with twoone-year extension options, and interest under the advanced portions of the loan will be calculated at LIBOR plus 6.25%. Interest only payments are due monthly commencing May 2015. Monthly principal payments of $16,000 are required beginning in May 2018. In the event of any prepayment, we are required to pay the lender interest that would have been paid through the maturity date. As required under the loan, we entered into an interest rate cap with Commonwealth Bank of Australia to hedge our interest rate exposure. The cap had an original notional amount of $13.3 million and a fixed rate of 3.0%. The loan agreement contains customary reporting and operating covenants applicable to the joint venture, including requirements for lender approval of annual operating and capital budgets, under certain conditions.

Also in April 2015, we sold a 21.0 percent member interest in RLS Balt Venture LLC, the parent to RL Baltimore, to Shelbourne Falcon Charm City Investors LLC ("Shelbourne Falcon II"), an entity led by Shelbourne Capital LLC. Shelbourne Falcon II has the option to purchase an additional 24.0 percent ownership for $2.3 million until December 31, 2015. Hotel RL Baltimore will continue to be managed by our wholly owned subsidiary, RL Management, under an initial five-year management contract, with threefive-year extensions. This hotel will continue to be consolidated as the joint venture is considered a variable interest entity and we are the primary beneficiary.

Also in April 2015, we purchased all of the intellectual property rights and franchise license agreements on 73 GuestHouse International and Settle Inn & Suites properties across the U.S. for $8.5 million plus a potential additional payment of up to $1.5 million.

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Organization

3 Months Ended

Mar. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

Red Lion Hotels Corporation ("RLHC", "we", "our", "us" or the "Company") is a NYSE-listed hospitality and leisure company (ticker symbols RLH and RLH-pa) primarily engaged in the ownership, management and franchising of hotels under our proprietary brands, including Hotel RL, Red Lion Hotels, Red Lion Inns & Suites and Leo Hotel Collection (the "Red Lion Brands"). The Red Lion Brands represent upscale and midscale full and select service hotels. As of March 31, 2015, the Red Lion network of hotels was comprised of 57 hotels located in 12 states and one Canadian province. The Red Lion Hotels and Red Lion Inn & Suites network was comprised of 55 hotels with 8,799 rooms and 438,322 square feet of meeting space, of which we operated 18 hotels (12 are majority-owned and consolidated, five are leased and one is managed), and franchised 37 hotels. The Leo Hotel Collection was comprised of two hotels with 3,256 rooms and 241,000 square feet of meeting space.

We are also engaged in entertainment operations, which derive revenues from promotion and presentation of entertainment productions and ticketing services under the operations of WestCoast Entertainment and TicketsWest. The ticketing service offers online ticket sales, ticketing inventory management systems, call center services, and outlet/electronic distributions for event locations.

We were incorporated in the state of Washington in April 1978, and until 2005 operated hotels under various other brand names including Cavanaughs Hotels and WestCoast Hospitality Corporation. The financial statements encompass the accounts of Red Lion Hotels Corporation and all of its consolidated subsidiaries, including Red Lion Hotels Holdings, Inc., Red Lion Hotels Franchising, Inc., Red Lion Hotels Management, Inc. ("RL Management"), Red Lion Hotels Limited Partnership ("RLHLP"), and RL Venture LLC ("RL Venture").

The financial statements include an equity method investment in a 19.9% owned real estate venture, as well as certain cost method investments in various entities included as other assets, over which we do not exercise significant influence. In addition, we hold a 3% common interest in Red Lion Hotels Capital Trust (the “Trust”) that is considered a variable interest entity. We are not the primary beneficiary of the Trust; thus, it is treated as an equity method investment.

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Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Red Lion Hotels Corporation stockholders' equity
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	19,918,778	19,846,508
Common stock, shares outstanding (in shares)	19,918,778	19,846,508

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Business Segments

3 Months Ended

Mar. 31, 2015

Segment Reporting [Abstract]

Business Segments

Business Segments

As of March 31, 2015, we had three reporting segments: company operated hotels, franchised hotels and entertainment. The “other” segment consists of miscellaneous revenues and expenses, cash and cash equivalents, certain receivables and certain property and equipment which are not specifically associated with an operating segment. Management reviews and evaluates the operating segments exclusive of interest expense and income taxes; therefore, those two items have not been allocated to the segments. All balances have been presented after the elimination of inter-segment and intra-segment revenues and expenses.

Selected financial information is provided below (in thousands):

Three months ended March 31, 2015	Company Operated Hotels			Franchised Hotels			Entertainment		Other			Total
Revenue	$	23,935		$	2,093		$	3,677	$	10		$	29,715
Segment operating expenses	$	21,085		$	2,377		$	3,126	$	8		$	26,596
Depreciation and amortization	2,761			11			74		130			2,976
Other expenses	(14,889		)	—			—		2,398			(12,491		)
Operating income (loss)	14,978			(295		)	477		(2,526		)	12,634
Interest expense	(721		)	—			—		(781		)	(1,502		)
Loss on early retirement of debt	—			—			—		(1,159		)	(1,159		)
Other income	—			2			47		223			272
Income tax expense	—			—			—		(112		)	(112		)
Income (loss) from continuing operations	14,257			(293		)	524		(4,355		)	10,133
Discontinued operations	—			—			—		—			—
Net Income (loss)	14,257			(293		)	524		(4,355		)	10,133
Less net (income) loss attributable to noncontrolling interest	30			—			—		—			30
Net income (loss) attributable to RLHC	$	14,287		$	(293	)	$	524	$	(4,355	)	$	10,163
Capital expenditures	$	1,849		$	—		$	88	$	297		$	2,234
Identifiable assets	$	249,754		$	10,306		$	5,592	$	11,948		$	277,600

Three months ended March 31, 2014	Company Operated Hotels			Franchise Hotels		Entertainment		Other			Total
Revenue	$	25,924		$	1,526	$	5,105	$	33		$	32,588
Segment operating expenses	$	22,814		$	1,442	$	4,057	$	114		$	28,427
Depreciation and amortization	2,869			12		84		178			3,143
Other expenses	1,079							2,114			3,193
Operating income (loss)	(838		)	72		964		(2,373		)	(2,175		)
Interest expense	—			—		—		(1,217		)	(1,217		)
Loss on early retirement of debt	—			—		—		—			—
Other income	—			—		—		93			93
Income tax (expense) benefit	—			—		—		(31		)	(31		)
Income (loss) from continuing operations	(838		)	72		964		(3,528		)	(3,330		)
Discontinued operations	—			—		—		(188		)	(188		)
Net Income (loss)	(838		)	72		964		(3,716		)	(3,518		)
Less net (income) loss attributable to noncontrolling interest	—			—		—		—			—
Net income (loss) attributable to RLHC	$	(838	)	$	72	$	964	$	(3,716	)	$	(3,518	)
Capital expenditures	$	3,322		$	9	$	139	$	(368	)	$	3,102
Identifiable assets as December 31, 2014	$	190,332		$	9,807	$	6,161	$	16,727		$	223,027

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Document and Entity Information	3 Months Ended
	Mar. 31, 2015	May 04, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Red Lion Hotels CORP
Entity Central Index Key	0001052595
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		19,934,378

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Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2015

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

Earnings (Loss) Per Share

The following table presents a reconciliation of the numerators and denominators used in the basic and diluted net income (loss) per share computations for the three months endedMarch 31, 2015 and 2014 (in thousands, except per share amounts):

	Three Months Ended March 31,
	2015		2014
Numerator - basic and diluted:
Net income (loss) from continuing operations	$	10,133	$	(3,330	)
Less: net (income) loss attributable to noncontrolling interest	$	30	$	—
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation	$	10,163	$	(3,330	)
Income (loss) from discontinued operations	—		(188		)
Net income (loss) attributable to Red Lion Hotels Corporation	$	10,163	$	(3,518	)
Denominator:
Weighted average shares - basic	19,895		19,716
Weighted average shares - diluted	20,067		19,716
Earnings (loss) per share - basic
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation	$	0.51	$	(0.17	)
Income (loss) from discontinued operations	$	—	$	(0.01	)
Net income (loss) attributable to Red Lion Hotels Corporation	$	0.51	$	(0.18	)
Earnings (loss) per share - diluted
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation	$	0.51	$	(0.17	)
Income (loss) from discontinued operations	$	—	$	(0.01	)
Net income (loss) attributable to Red Lion Hotels Corporation	$	0.51	$	(0.18	)

For the three months ended March 31, 2015, all of the 75,176 options to purchase common shares and 469,424 of the 640,459 restricted stock units outstanding and warrants to purchase 442,533 common shares were not included in the diluted per share calculation as they were antidilutive. For the three months ended March 31, 2014, all of the 118,127 options to purchase common shares and all of the 314,618 restricted stock units outstanding were not included in the diluted per share calculation as they were antidilutive.

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Revenue:
Company operated hotels	$ 23,772	$ 25,924
Franchised hotels	2,093	1,526
Entertainment	3,677	5,105
Other revenues from managed properties	163	0
Other	10	33
Total revenues	29,715	32,588
Operating expenses:
Company operated hotels	20,922	22,814
Franchised hotels	2,377	1,442
Entertainment	3,126	4,057
Other costs from managed properties	163	0
Other	8	114
Depreciation and amortization	2,976	3,143
Hotel facility and land lease	1,600	1,155
Gain on asset dispositions, net	(16,415)	(75)
General and administrative expenses	2,324	2,113
Total operating expenses	17,081	34,763
Operating income (loss)	12,634	(2,175)
Other income (expense):
Interest expense	(1,502)	(1,217)
Loss on early retirement of debt	(1,159)	0
Other income, net	272	93
Income (loss) from continuing operations before taxes	10,245	(3,299)
Income tax expense	112	31
Net income (loss) from continuing operations	10,133	(3,330)
Discontinued operations
Loss from discontinued business units, net of income tax benefit of $0	0	(186)
Loss on disposal of the assets of discontinued business units, net of income tax benefit of $0	0	(2)
Net income (loss) from discontinued operations	0	(188)
Net income (loss)	10,133	(3,518)
Net (income) loss attributable to noncontrolling interest	30	0
Net income (loss) attributable to Red Lion Hotels Corporation	10,163	(3,518)
Unrealized gains (losses) on cash flow hedge	0	(1)
Comprehensive income (loss)	$ 10,163	$ (3,519)
Earnings per share - basic
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (in dollars per share)	$ 0.51	$ (0.17)
Income (loss) from discontinued operations (in dollars per share)	$ 0.00	$ (0.01)
Net income (loss) attributable to Red Lion Hotels Corporation (in dollars per share)	$ 0.51	$ (0.18)
Earnings per share - diluted
Income (loss) from continuing operations attributable to Red Lion Hotels Corporation (in dollars per share)	$ 0.51	$ (0.17)
Income (loss) from discontinued operations (in dollars per share)	$ 0.00	$ (0.01)
Net income (loss) attributable to Red Lion Hotels Corporation (in dollars per share)	$ 0.51	$ (0.18)

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Assets Held for Sale

3 Months Ended

Mar. 31, 2015

Property, Plant and Equipment [Abstract]

Assets Held for Sale

Assets Held for Sale

As of March 31, 2015, there were no properties classified as assets held for sale. The properties classified as assets held for sale on December 31, 2014 were the Red Lion Hotel Bellevue in Bellevue, Washington ("Bellevue property") and the Red Lion Hotel Wenatchee in Wenatchee, Washington ("Wenatchee property"), both of which were sold during the first quarter of 2015 as follows:

•In January 2015, we sold the Wenatchee property for $4.1 million and concurrently entered into a franchise agreement with the new owner. We recognized a gain of $0.2 million on the sale.

•In February 2015, we sold the Bellevue property for $35.4 million and concurrently entered into a management agreement with the new owner. We recognized a gain of $16.2 million on the sale.

The property and equipment of these properties that are classified as assets held for sale on the December 31, 2014 consolidated balance sheet is detailed in the table below (in thousands):

	December 31, 2014
Buildings and equipment	$	16,339
Landscaping and land improvements	345
Furniture and fixtures	1,948
	18,632
Less accumulated depreciation and amortization	(8,537		)
	10,095
Land	11,066
Construction in progress	12
Assets held for sale	$	21,173

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Property and Equipment

3 Months Ended

Mar. 31, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment is summarized as follows (in thousands):

	March 31, 2015			December 31, 2014
Buildings and equipment	$	182,360		$	182,273
Landscaping and land improvements	6,943			6,943
Furniture and fixtures	31,910			31,910
	221,213			221,126
Less accumulated depreciation	(120,943		)	(117,968		)
	100,270			103,158
Land	38,891			39,087
Construction in progress	20,307			18,165
Property and equipment, net	$	159,468		$	160,410

The table above excludes the property and equipment balances of assets held for sale. See Note 6 for further discussion.

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Related-Party Transactions

3 Months Ended

Mar. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

RL Venture has agreed to pay to Shelbourne Falcon an investor relations fee each month equal to 0.50% of its total aggregate revenue. Columbia Pacific Opportunity Fund, LP, the Company's largest shareholder, is an investor in Shelbourne Falcon.

RL Venture has also agreed to pay CPA Development, LLC, an affiliate of Columbia Pacific Opportunity Fund, LP, a construction management fee in aggregate amount of $200,000. During the three months ended March 31, 2015, RL Venture paid $18,200 of the construction management fee.

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Income Taxes

3 Months Ended

Mar. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For the three months ended March 31, 2015 and 2014, we reported an income tax expense of $112 thousand and $31 thousand, respectively. The income tax provision varies from the statutory rate primarily due to a full valuation allowance against our deferred assets.

We have federal operating loss carryforwards ,which will expire beginning in 2033, state operating loss carryforwards, which will expire beginning in 2017, and tax credit carryforwards, which will begin to expire in 2024.

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Long-Term Debt

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

RL Venture

In January 2015, RL Venture Holding LLC ("RL Venture Holding"), a wholly-owned subsidiary of RL Venture, and each of its 12 wholly-owned subsidiaries entered into a loan agreement with Pacific Western Bank. The original principal amount of the loan was $53.8 million with an additional $26.2 million to be drawn over a two-year period to cover improvements related to the 12 hotels. There were no draws made in the three months ended March 31, 2015. At March 31, 2015, there were unamortized debt issuance fees of $2.3 million.

The loan matures in January 2019 and has a one-year extension option. Interest under the advanced portions of the loan is payable monthly at LIBOR plus 4.75%. Principal payments begin in January 2017 in an amount necessary to repay the outstanding principal balance over a twenty-five year amortization period.

The loan requires us to comply with customary reporting and operating covenants applicable to RL Venture, including requirements relating to debt service loan coverage ratios. It also includes customary events of default. We were in compliance with these covenants at March 31, 2015.

Wells Fargo

In January 2015, in connection with the RL Venture transaction, we repaid the outstanding balance of our Wells Fargo term loan. We recognized a loss of $1.2 million as "Early retirement of debt" on the Consolidated Statement of Comprehensive Income (Loss) related to termination fees and write-off of the previously recorded prepaid debt fees and unamortized debt discount balances.

In January 2015, in connection with the sale of the Bellevue property, we terminated the $10 million credit facility associated with the term loan. There was no impact on our financial statements.

Debentures of Red Lion Hotels Capital Trust

Together with the Trust, we completed a public offering of $46.0 million of Trust Preferred securities in 2004. The securities are listed on the New York Stock Exchange and entitle holders to cumulative cash distributions at a 9.5% annual rate with maturity in February 2044. The cost of the offering totaled $2.3 million, which the Trust paid through an advance by us. The advance to the Trust is included with other noncurrent assets on our consolidated balance sheets.

We borrowed all of the proceeds from the offering, including our original 3% trust common investment of $1.4 million, on the same day through 9.5% debentures that are included as a long-term liability on our consolidated balance sheets. The debentures mature in 2044 and their payment terms mirror the distribution terms of the trust securities. The debenture agreement required the mandatory redemption of 35% of the then-outstanding trust securities at 105% of issued value if we completed an offering of common shares with gross proceeds of greater than $50 million. In accordance therewith and in connection with a common stock offering in May 2006, we repaid approximately $16.6 million of the debentures due the Trust. The Trust then redeemed 35% of the outstanding trust preferred securities and trust common securities at a price of $26.25 per share, a 5% premium over the issued value of the securities. Of the $16.6 million, approximately $0.5 million was received back by us for our trust common securities and was reflected as a reduction of our investment in the Trust. At March 31, 2015 and December 31, 2014, debentures due the Trust totaled $30.8 million.

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Discontinued Operations

3 Months Ended

Mar. 31, 2015

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

There were not any discontinued operations included in the three months ended March 31, 2015. Discontinued operations for March 31, 2014, includes the Red Lion Hotel Eugene in Eugene, Oregon ("Eugene property") for which we ceased operation when we assigned our lease to a third party. Accordingly, all operations of this property have been classified as discontinued operations since the fourth quarter of 2013.

The following table summarizes the results of discontinued operations for the periods indicated (in thousands):

	Three Months Ended March 31,
	2015		2014
Revenues	$	—	$	133
Operating expenses	—		(289		)
Hotel facility and land lease	—		(30		)
Loss from operations of discontinued business units	—		(186		)
Loss on disposal and impairment of the assets of the discontinued business units	—		(2		)
Loss from discontinued operations	$	—	$	(188	)

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill represents the excess of the estimated fair value of the net assets acquired during business combinations over the net tangible and identifiable intangible assets acquired. Goodwill was recorded in prior years in connection with the acquisitions of franchises and entertainment businesses.

The Red Lion brand name is an identifiable, indefinite-lived intangible asset that represents the separable legal right to a trade name and associated trademarks acquired in a business combination we entered into in 2001.

We assess goodwill and the brand name for potential impairments annually as of October 1, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the assets. We did not impair any goodwill or intangible assets during the three months endedMarch 31, 2015 or 2014.

The following table summarizes the balances of goodwill and other intangible assets (in thousands):

	March 31, 2015		December 31, 2014
Goodwill	$	8,512	$	8,512
Intangible assets
Brand name	$	6,878	$	6,878
Trademarks	134		134
Total intangible assets	$	7,012	$	7,012

Goodwill and other intangible assets attributable to each of our business segments were as follows (in thousands):

	March 31, 2015				December 31, 2014
			Other				Other
	Goodwill		Intangibles		Goodwill		Intangibles
Company operated hotels	$	—	$	4,659	$	—	$	4,659
Franchised hotels	5,351		2,347		5,351		2,347
Entertainment	3,161		6		3,161		6
Total	$	8,512	$	7,012	$	8,512	$	7,012

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

We do not enter into derivative transactions for trading purposes, but rather to hedge our exposure to interest rate fluctuations. We manage our floating rate debt using interest rate swaps in order to reduce our exposure to the impact of changing interest rates and future cash outflows for interest.

RL Venture

As required under our RL Venture loan, we entered into an interest rate cap with Commonwealth Bank of Australia to hedge our interest rate exposure. The cap had an original notional amount of $80.0 million and a fixed rate of 5.0%. The cap expires on January 15, 2018.

We estimate the fair value of our interest rate cap using standard calculations that use as their basis readily available observable market parameters. This option-pricing technique utilizes a one-month LIBOR forward yield curve, obtained from an independent external service. At March 31, 2015, the valuation of the interest rate cap resulted in the recognition of a swap asset totaling $0.1 million, which is included in "Other assets, net" on the Consolidated Balance Sheet.

Wells Fargo

In January 2015, in connection with the early retirement of the Wells Fargo credit facility, we settled and terminated the interest rate swap with Wells Fargo. The outstanding notional amount at the time of the termination was approximately $16.2 million. We recognized a loss of $0.4 million as "Early retirement of debt" on the Consolidated Statement of Income (Loss) related to termination fees and write-off of the previously recorded fair value and accumulated other comprehensive income (loss) balances. See Note 9 for additional information.

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Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value and Carrying Amount

	March 31, 2015				December 31, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents and restricted cash(1)	$	82,198	$	82,198	$	5,351	$	5,351
Accounts receivable(1)	$	7,063	$	7,063	$	6,752	$	6,752
Notes receivable	$	5,203	$	5,203	$	5,284	$	5,284
Financial liabilities:
Current liabilities, excluding debt(1)	$	20,882	$	20,882	$	18,469	$	18,469
Total debt	$	51,508	$	57,456	$	29,873	$	30,683
Debentures	$	30,825	$	31,759	$	30,825	$	31,639

__________

(1) Includes the cash, accounts receivable, and current liabilities of discontinued operations held for sale as of December 31, 2014.

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Stockholders' Equity (Exercise Price Range) (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Closing stock price (in dollars per share)	$ 6.67
Stock Options
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number Outstanding (in shares)	75,176
Weighted Average Remaining Contractual Life (Years)	2 years 6 months 4 days
Number Exercisable (in shares)	75,176
Options outstanding, Weighted average exercise price (in dollars per share)	$ 10.27
Options exercisable, Weighted average exercise price (in dollars per share)	$ 10.27
Aggregate Intrinsic Value	$ 0
$7.46 | Stock Options
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price (in dollars per share)	$ 7.46
Number Outstanding (in shares)	3,500
Weighted Average Remaining Contractual Life (Years)	7 months 10 days
Number Exercisable (in shares)	3,500
Options outstanding, Weighted average exercise price (in dollars per share)	$ 7.46
Options exercisable, Weighted average exercise price (in dollars per share)	$ 7.46
Aggregate Intrinsic Value	0
$8.74 | Stock Options
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price (in dollars per share)	$ 8.74
Number Outstanding (in shares)	40,836
Weighted Average Remaining Contractual Life (Years)	3 years 1 month 21 days
Number Exercisable (in shares)	40,836
Options outstanding, Weighted average exercise price (in dollars per share)	$ 8.74
Options exercisable, Weighted average exercise price (in dollars per share)	$ 8.74
Aggregate Intrinsic Value	0
$12.21 | Stock Options
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price (in dollars per share)	$ 12.21
Number Outstanding (in shares)	15,195
Weighted Average Remaining Contractual Life (Years)	1 year 7 months 21 days
Number Exercisable (in shares)	15,195
Options outstanding, Weighted average exercise price (in dollars per share)	$ 12.21
Options exercisable, Weighted average exercise price (in dollars per share)	$ 12.21
Aggregate Intrinsic Value	0
$13.00 | Stock Options
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price (in dollars per share)	$ 13.00
Number Outstanding (in shares)	15,645
Weighted Average Remaining Contractual Life (Years)	2 years 1 month 17 days
Number Exercisable (in shares)	15,645
Options outstanding, Weighted average exercise price (in dollars per share)	$ 13.00
Options exercisable, Weighted average exercise price (in dollars per share)	$ 13.00
Aggregate Intrinsic Value	$ 0

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Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Applicable accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). We measure our assets and liabilities using inputs from the following three levels of the fair value hierarchy:

Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 includes unobservable inputs that reflect assumptions about what factors market participants would use in pricing the asset or liability. We develop these inputs based on the best information available, including our own data.

Estimated fair values of financial instruments (in thousands) are shown in the table below. The carrying amounts for cash and cash equivalents, accounts receivable and current liabilities are reasonable estimates of their fair values. The carrying amounts of our current notes receivable are reasonable estimates of their fair values due to the short nature of the loans (they are expected to be satisfied within a year). We estimate the fair value of our long-term debt, excluding leases, using expected future payments discounted at risk-adjusted rates, both of which are Level 3 inputs. The debentures are valued at the closing price on March 31, 2015, of the underlying trust preferred securities on the New York Stock Exchange, which was a directly observable Level 1 input. The fair values provided below are not necessarily indicative of the amounts we or the debt holders could realize in a current market exchange. In addition, potential income tax ramifications related to the realization of gains and losses that would be incurred in an actual sale or settlement have not been taken into consideration.

	March 31, 2015				December 31, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents and restricted cash(1)	$	82,198	$	82,198	$	5,351	$	5,351
Accounts receivable(1)	$	7,063	$	7,063	$	6,752	$	6,752
Notes receivable	$	5,203	$	5,203	$	5,284	$	5,284
Financial liabilities:
Current liabilities, excluding debt(1)	$	20,882	$	20,882	$	18,469	$	18,469
Total debt	$	51,508	$	57,456	$	29,873	$	30,683
Debentures	$	30,825	$	31,759	$	30,825	$	31,639

__________

(1) Includes the cash, accounts receivable, and current liabilities of discontinued operations held for sale as of December 31, 2014.

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Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2015

Variable Interest Entities [Abstract]

Schedule of Condensed Financial Statements

RL Venture is considered a significant subsidiary; therefore the following condensed financial statements are presented to satisfy disclosure requirements of Rule 3-05 of Regulation S-X. The assets can only be used by RL Venture and the liabilities, with the exception of the loan, are non-recourse to our general credit or assets. The loan is non-recourse except that several investors in RL Venture, including us, are guarantors regarding the completion of certain improvements to the hotels, environmental covenants in the loan agreement, losses incurred by RL Venture and any event of bankruptcy involving RL Venture or any of its subsidiaries.

Condensed Balance Sheet	As of
	March 31, 2015
Assets:
Cash and restricted cash	$	1,974
Accounts receivable, net	1,071
Inventories	421
Prepaid expenses and other assets	801
Property and equipment, net	109,581
Total assets	$	113,848
Liabilities:
Accounts payable	$	1,465
Accrued payroll and related benefits	1,328
Other accrued expenses	1,578
Long-term debt	51,516
Total liabilities	55,887
Shareholders' equity	57,961
Total liabilities and stockholders' equity	$	113,848

Condensed Statement of Comprehensive Income (Loss)	Three months ended
	March 31, 2015
Hotel revenue	$	13,552
Hotel operating expenses	9,832
Depreciation and amortization	1,666
General and administrative expenses	1,385
Other expenses	14
Operating income (loss)	655
Interest expense	721
Net income (loss)	$	(66	)

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Stockholders' Equity (Stock Incentive Plans) (Details) (2006 Stock Incentive Plan [Member])	Mar. 31, 2015
2006 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares approved (in shares)	2,000,000.0
Number of shares of common stock available for issuance	456,130

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Long-Term Debt (RL Venture) (Details) (RL Venture LLC, USD $)	1 Months Ended
	Jan. 31, 2015	Mar. 31, 2015
Debt Instrument [Line Items]
Number of wholly-owned subsidiaries	12
Notes Payable to Banks
Debt Instrument [Line Items]
Principal amount of debt	$ 53,800,000
Additional advance	26,200,000
Term of loan	2 years
Debt outstanding		0
Unamortized debt issuance fees		$ 2,300,000
Extension period	1 year
Notes Payable to Banks | LIBOR
Debt Instrument [Line Items]
Amortization period	25 years
Basis spread on variable rate	4.75%

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Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Discontinued operations
Income tax (benefit) expense on discontinued business units	$ 0	$ 0
Income (loss) on disposal and impairment of the assets of the discontinued business units, net of income tax (benefit) expense	$ 0	$ 0

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Variable Interest Entities

3 Months Ended

Mar. 31, 2015

Variable Interest Entities [Abstract]

Variable Interest Entities

Variable Interest Entities

RL Venture

In January 2015, we transferred 12 of our wholly owned hotels into RL Venture, a newly created entity that was initially wholly owned by us. Subsequently, we sold a 45 percent ownership stake in RL Venture to Shelbourne Falcon RLHC Hotel Investors LLC ("Shelbourne Falcon"), an entity that is led by Shelbourne Capital LLC ("Shelbourne"). We maintain a 55 percent interest in RL Venture and the 12 hotels are managed by RL Management, one of our wholly-owned subsidiaries, subject to a management agreement. RL Venture is considered a variable interest entity because our voting rights are not proportional to our financial interest and substantially all of RL Venture's activities involve and are conducted on our behalf. We have determined that we are the primary beneficiary as (a) we maintain a majority financial position, (b) we maintain management of the properties, and (c) the properties remain branded with Red Lion brands. As a result, we consolidate all of the activities of RL Venture. The equity interest owned by Shelbourne Falcon is reflected as noncontrolling interest in the consolidated financial statements. We recognized an $12.3 million loss on the sale of the equity interests as a reduction to additional paid in capital.

Cash distributions are made periodically based on calculated distributable income. There were no cash distributions made during the three months ended March 31, 2015.

RL Venture is considered a significant subsidiary; therefore the following condensed financial statements are presented to satisfy disclosure requirements of Rule 3-05 of Regulation S-X. The assets can only be used by RL Venture and the liabilities, with the exception of the loan, are non-recourse to our general credit or assets. The loan is non-recourse except that several investors in RL Venture, including us, are guarantors regarding the completion of certain improvements to the hotels, environmental covenants in the loan agreement, losses incurred by RL Venture and any event of bankruptcy involving RL Venture or any of its subsidiaries.

Condensed Balance Sheet	As of
	March 31, 2015
Assets:
Cash and restricted cash	$	1,974
Accounts receivable, net	1,071
Inventories	421
Prepaid expenses and other assets	801
Property and equipment, net	109,581
Total assets	$	113,848
Liabilities:
Accounts payable	$	1,465
Accrued payroll and related benefits	1,328
Other accrued expenses	1,578
Long-term debt	51,516
Total liabilities	55,887
Shareholders' equity	57,961
Total liabilities and stockholders' equity	$	113,848

Condensed Statement of Comprehensive Income (Loss)	Three months ended
	March 31, 2015
Hotel revenue	$	13,552
Hotel operating expenses	9,832
Depreciation and amortization	1,666
General and administrative expenses	1,385
Other expenses	14
Operating income (loss)	655
Interest expense	721
Net income (loss)	$	(66	)

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Subsequent Events (Details) (USD $)	1 Months Ended
	Apr. 30, 2015 extension	Mar. 31, 2015
Interest rate cap
Subsequent Event [Line Items]
Derivative notional amount		$ 80,000,000.0
Fixed interest rate		5.00%
Subsequent Event | RL Baltimore [Member] | Interest rate cap
Subsequent Event [Line Items]
Derivative notional amount	13,300,000
Fixed interest rate	3.00%
Subsequent Event | RL Baltimore [Member] | Mortgage
Subsequent Event [Line Items]
Principal amount of debt	10,100,000
Additional advance	3,200,000
Term of loan	3 years
Number of extension options	2
Extension period	1 year
Monthly principal payments	16,000
Subsequent Event | RL Baltimore [Member] | Mortgage | LIBOR
Subsequent Event [Line Items]
Basis spread on variable rate	6.25%
RLS Balt Venture LLC [Member] | Subsequent Event
Subsequent Event [Line Items]
Ownership by non-controlling interest holders	21.00%
Option to purchase additional interest percent	24.00%
Option to purchase additional interest cost	2,300,000
Management contract period	5 years
Number of extension terms	3
Contract extension period	5 years
GuestHouse International and Settle Inn & Suites [Member] | Subsequent Event
Subsequent Event [Line Items]
Purchase of all intellectual property rights and franchise license agreements, number of properties	73
Purchase of all intellectual property rights and franchise license agreements, cost	8,500,000
Purchase of all intellectual property rights and franchise license agreements, number of properties, potential additional payment	$ 1,500,000

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2015

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property and equipment is summarized as follows (in thousands):

	March 31, 2015			December 31, 2014
Buildings and equipment	$	182,360		$	182,273
Landscaping and land improvements	6,943			6,943
Furniture and fixtures	31,910			31,910
	221,213			221,126
Less accumulated depreciation	(120,943		)	(117,968		)
	100,270			103,158
Land	38,891			39,087
Construction in progress	20,307			18,165
Property and equipment, net	$	159,468		$	160,410

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Assets Held for Sale (Details) (USD $)	3 Months Ended		1 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Jan. 31, 2015	Feb. 28, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Proceeds from disposition of property and equipment	$ 37,729,000	$ 295,000
Wenatchee and Bellevue [Member]
Property, Plant and Equipment [Line Items]
Assets held for sale, gross					18,632,000
Less accumulated depreciation and amortization					(8,537,000)
Assets held for sale, net, excluding land and construction in progress					10,095,000
Assets held for sale					21,173,000
Wenatchee and Bellevue [Member] | Buildings and equipment
Property, Plant and Equipment [Line Items]
Assets held for sale, gross					16,339,000
Wenatchee and Bellevue [Member] | Furniture and fixtures
Property, Plant and Equipment [Line Items]
Assets held for sale, gross					345,000
Wenatchee and Bellevue [Member] | Landscaping and land improvements
Property, Plant and Equipment [Line Items]
Assets held for sale, gross					1,948,000
Wenatchee and Bellevue [Member] | Land
Property, Plant and Equipment [Line Items]
Assets held for sale, gross					11,066,000
Wenatchee and Bellevue [Member] | Construction in progress
Property, Plant and Equipment [Line Items]
Assets held for sale, gross					12,000
Red Lion Hotel Wenatchee
Property, Plant and Equipment [Line Items]
Proceeds from disposition of property and equipment			4,100,000
Gain on sale of property			200,000
Bellevue Property
Property, Plant and Equipment [Line Items]
Proceeds from disposition of property and equipment				35,400,000
Gain on sale of property				$ 16,200,000

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Stockholders' Equity

3 Months Ended

Mar. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stockholders' Equity

Stockholders' Equity

Stock Incentive Plans

The 2006 Stock Incentive Plan authorizes the grant or issuance of various option and other awards including restricted stock units and other stock-based compensation. The plan was approved by our shareholders and allowed awards of 2.0 million shares, subject to adjustments for stock splits, stock dividends and similar events. As of March 31, 2015, there were 456,130 shares of common stock available for issuance pursuant to future stock option grants or other awards under the 2006 plan.

Stock Options

In the three months ended March 31, 2015 and 2014 we recognized no compensation expense related to options.

A summary of stock option activity for the three months ended March 31, 2015, is as follows:

	Number of Shares	Weighted Average Exercise Price
Balance, December 31, 2014	75,176	$	10.27
Options granted	—	$	—
Options exercised	—	$	—
Options forfeited	—	$	—
Balance, March 31, 2015	75,176	$	10.27
Exercisable, March 31, 2015	75,176	$	10.27

Additional information regarding stock options outstanding and exercisable as of March 31, 2015, is as follows:

Exercise Price	Number Outstanding	Weighted Average Remaining Contractual Life (Years)	Expiration Date	Weighted Average Exercise Price		Aggregate Intrinsic Value(1)		Number Exercisable	Weighted Average Exercise Price		Aggregate Intrinsic Value(1)
$7.46	3,500	0.61	2015	$	7.46	$	—	3,500	$	7.46	$	—
$8.74	40,836	3.14	2018	8.74		—		40,836	8.74		—
$12.21	15,195	1.64	2016	12.21		—		15,195	12.21		—
$13.00	15,645	2.13	2017	13.00		—		15,645	13.00		—
	75,176	2.51	2015-2018	$	10.27	$	—	75,176	$	10.27	$	—

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(1) The aggregate intrinsic value is before applicable income taxes and represents the amount option recipients would have received if all options had been fully vested and exercised on the last trading day of the first three months of 2015, or March 31, 2015, based upon our closing stock price on that date of $6.67.

Restricted Stock Units, Shares Issued as Compensation

As of March 31, 2015 and 2014, there were 640,459 and 314,618 unvested restricted stock units outstanding. Since we began issuing restricted stock units, approximately 22.0% of total units granted have been forfeited. In the first quarter of 2015, we recognized approximately $0.2 million in compensation expense related to restricted stock units compared to $0.2 million in the comparable period in 2014. As the restricted stock units vest, we expect to recognize approximately $2.8 million in additional compensation expense over a weighted average period of 41 months, including $0.7 million during the remainder of 2015.

A summary of restricted stock unit activity for the three months ended March 31, 2015, is as follows:

	Number of Shares		Weighted Average Grant Date Fair Value
Balance, December 31, 2014	398,513		$	7.32
Granted	270,383		$	6.80
Vested	(24,601	)	$	5.80
Forfeited	(3,836	)	$	6.25
Balance, March 31, 2015	640,459		$	6.40

Employee Stock Purchase Plan

In January 2008, we adopted the 2008 employee stock purchase plan (the “2008 ESPP”) upon the expiration of its predecessor plan. Under the 2008 ESPP, a total of 300,000 shares of common stock are authorized for purchase by eligible employees at a discount through payroll deductions. No employee may purchase more than $25,000 worth of shares in any calendar year, or more than 10,000 shares during any six-month purchase period under the plan. As allowed under the 2008 ESPP, a participant may elect to withdraw from the plan, effective for the purchase period in progress at the time of the election with all accumulated payroll deductions returned to the participant at the time of withdrawal. During the three months ended March 31, 2015 and 2014, 10,614 and 7,405 shares were issued to participants under the terms of the plan, respectively.

Warrants

In January 2015, in connection with Shelbourne Falcon’s purchase of equity interests in RL Venture, the Company issued to Shelbourne a warrant to purchase 442,533 shares of the Company’s common stock. The warrant has a five year term from the date of issuance and a per share exercise price of $6.78. The warrant is classified as equity due to share settlement upon exercise. Accordingly, the estimated fair value of the warrant was recorded in additional paid in capital upon issuance and we do not recognize subsequent changes in fair value in our financial statements.