homewood suites international franchise llc ... - Hilton Worldwide

HOMEWOOD SUITES INTERNATIONAL FRANCHISE LLCHOMEWOOD SUITES BY HILTONFRANCHISE DISCLOSURE DOCUMENTCANADAVersion Date: September 26, 2012{000011-999987 00196630.DOCX; 2}September 2012 Homewood (Canada)

IMPORTANT NOTICEIf you are entitled to receive this Disclosure Document under the laws of the provinces ofAlberta, Manitoba, New Brunswick, Ontario or Prince Edward Island (“Disclosure Provinces”),then this Disclosure Document has been provided to you under the Ontario Arthur Wishart Act(Franchise Disclosure), 2000, the Alberta Franchises Act, the Prince Edward Island FranchisesAct, the New Brunswick Franchises Act, or Manitoba’s The Franchises Act ("Acts"),respectively, and we will observe the 14-day waiting period after delivery of this DisclosureDocument. The certificates of our officers that are required by various Disclosure Provinces areattached to this Disclosure Document after Article 28.If you reside in a province other than the Disclosure Provinces, or if you reside in a DisclosureProvince but are subject to an exemption or exclusion under the Acts from the entitlement toreceive a Disclosure Document, then we have provided this Disclosure Document to you forinformational purposes only, and on a voluntary basis. The information in this DisclosureDocument has been prepared pursuant to the laws of the Disclosure Provinces for distribution toprospective franchisees in those provinces who we are required to provide it to pursuant to theActs. Accordingly, some of the information contained in the Disclosure Document is specific toprospective franchisees in one or more of the Disclosure Provinces only and, as a result, maynot be correct for you or applicable to the operation of a franchise in your area. You areencouraged to make your own investigations to ensure the accuracy of the information.Required Statements (Ontario Residents Only)The following paragraphs are required by the Arthur Wishart Act (Franchise Disclosure), 2000 tobe included in this document.1. A commercial credit report is a report which may include information on the Franchisor’sbusiness background, banking information, credit history and trade references. Suchreports may be obtained from private credit reporting companies and may provideinformation useful in making an investment decision.2. Independent legal and financial advice in relation to the Franchise Agreement should besought prior to entering into the Franchise Agreement.3. A prospective Franchisee is strongly encouraged to contact any current or previousFranchisees prior to entering into the Franchise Agreement.4. The cost of goods and services acquired under the Franchise Agreement may notcorrespond to the lowest cost of the goods and services available in the marketplace.{000011-999987 00196630.DOCX; 2}September 2012 Homewood (Canada)

Required Statements (Prince Edward Island Residents Only)1. A prospective franchisee should seek information on the franchisor and on thefranchisor’s business background, banking affairs, credit history and trade references.2. A prospective franchisee should seek expert independent legal and financial advice inrelation to franchising and the franchise agreement prior to entering into the franchiseagreement.3. A prospective franchisee should contact current and previous franchisees prior toentering into the franchise agreement.4. Lists of current and previous franchisees and their contact information can be found inthis disclosure document.Required Statements (New Brunswick Locations Only)Risk Warnings1. A prospective franchisee should seek information on the franchisor and on thefranchisor’s business background, banking affairs, credit history and trade references.2. A prospective franchisee should seek expert independent legal and financial advice inrelation to franchising and the franchise agreement prior to entering into the franchiseagreement.3. A prospective franchisee should contact current and previous franchisees prior toentering into the franchise agreement.4. Lists of current and previous franchisees and their contact information can be found inthis disclosure document.REQUIRED STATEMENTS (MANITOBA LOCATIONS ONLY)Risk Warnings1. A prospective franchisee should seek information on the franchisor and on thefranchisor’s business background, banking affairs, credit history and trade references.2. A prospective franchisee should seek expert independent legal and financial advice inrelation to franchising and the franchise agreement before entering into the franchiseagreement.3. A prospective franchisee should contact current and previous franchisees beforeentering into the franchise agreement.4. Lists of current and previous franchisees and their contact information can be found inthe disclosure document.{000011-999987 00196630.DOCX; 2}September 2012 Homewood (Canada)

TABLE OF CONTENTSARTICLE 1 BUSINESS BACKGROUND OF THE FRANCHISOR ......................................................... 1ARTICLE 2 KEY PERSONNEL ............................................................................................................... 4ARTICLE 3 CONVICTIONS, CHARGES, JUDGMENTS AND ORDERS ............................................... 7ARTICLE 4 BANKRUPTCY ................................................................................................................... 15ARTICLE 5 FINANCIAL STATEMENTS ................................................................................................ 15ARTICLE 6 INITIAL FRANCHISE FEES AND OTHER FEES .............................................................. 15ARTICLE 7 OTHER COSTS OF ESTABLISHING THE FRANCHISE ................................................. 30ARTICLE 8 ANNUAL OPERATING COSTS ......................................................................................... 35ARTICLE 9 FINANCIAL PERFORMANCE REPRESENTATIONS ....................................................... 35ARTICLE 10 FINANCING ARRANGEMENTS ........................................................................................ 39ARTICLE 11 TRAINING AND ASSISTANCE .......................................................................................... 40ARTICLE 12 ADVERTISING INFORMATION ......................................................................................... 44ARTICLE 13 ADMINISTRATION OF THE MONTHLY PROGRAM FEE ................................................ 46ARTICLE 14RESTRICTIONS AND REQUIREMENTS ON PURCHASE AND SALE OFGOODS AND SERVICES .................................................................................................. 47ARTICLE 15 REBATES ........................................................................................................................... 52ARTICLE 16 TRADEMARKS AND COMMERCIAL SYMBOLS .............................................................. 52ARTICLE 17 LICENSES, PERMITS AND AUTHORIZATIONS .............................................................. 54ARTICLE 18PERSONAL PARTICIPATION IN THE FRANCHISED BUSINESS, INCLUDINGSECURITY INTERESTS AND PERSONAL GUARANTIES .............................................. 57ARTICLE 19 TERRITORY ....................................................................................................................... 58ARTICLE 20 INFORMATION ON OTHER FRANCHISEES .................................................................... 61ARTICLE 21 AGREEMENTS RELATING TO THE FRANCHISE ........................................................... 62ARTICLE 22 TERMINATION, RENEWAL AND TRANSFER .................................................................. 62ARTICLE 23ARTICLE 24ARTICLE 25ARTICLE 26ALTERNATIVE DISPUTE RESOLUTION (APPLICABLE ONLY IN THEPROVINCE OF ONTARIO) ................................................................................................ 67NOTICE OF RESCISSION AND EFFECT OF CANCELLATION IN ALBERTA(APPLICABLE ONLY IN THE PROVINCE OF ALBERTA) ................................................ 68RIGHT OF ACTION FOR DAMAGES IN ALBERTA (APPLICABLE ONLY IN THEPROVINCE OF ALBERTA) ................................................................................................ 68ADDITIONAL DISCLOSURE APPLICABLE IN NEW BRUNSWICK PROVINCEONLY .................................................................................................................................. 69ARTICLE 27 ADDITIONAL DISCLOSURE APPLICABLE IN MANITOBA PROVINCE ONLY ............... 69ARTICLE 28 RECEIPT BY FRANCHISEE .............................................................................................. 69TABLE OF EXHIBITSEXHIBIT AEXHIBIT A-1EXHIBIT BEXHIBIT CEXHIBIT DEXHIBIT EEXHIBIT FEXHIBIT GEXHIBIT HEXHIBIT IEXHIBIT JFranchise Agreement (With Addendum)Development Incentive Promissory NoteComputer System Agreement (HITS Agreement)Franchise ApplicationGuaranty Of Franchise AgreementList Of Current FranchiseesList Of Terminated FranchiseesVoluntary Termination AgreementFinancial StatementsManual Table Of ContentsReceipt{000011-999987 00196630.DOCX; 2} iSeptember 2012 Homewood (Canada)

1.1 The FranchisorARTICLE 1BUSINESS BACKGROUND OF THE FRANCHISORTo simplify this Disclosure Document, “we” or “us” means Homewood Suites InternationalFranchise LLC, the Franchisor. “You” means the person (or persons) who signs the FranchiseAgreement – the “Franchisee.” If the Franchisee will be a corporation, partnership, limitedliability company or other entity, “you” also includes both the business entity and its owners.The “Brand” refers to the name or names under which we will license you to operate a hotel.This Disclosure Document describes our franchise licenses for hotels which will operate underthe “Homewood Suites by Hilton” Brand in Canada. Capitalized words not defined herein havethe meaning set forth in the Franchise Agreement.We are a Delaware limited liability company formed in September 2007. We do business underthe name “Homewood Suites by Hilton.” Our principal business address is 7930 Jones BranchDrive, Suite 1100, McLean, Virginia 22102 and our telephone number is (703) 883-1000.Before August 1, 2009, our principal business address was 9336 Civic Center Drive, BeverlyHills, California 90210.Our indirect corporate parent is Hilton Worldwide, Inc. (“HWI”), a Delaware corporation whichhas conducted a guest lodging business since May 1946. HWI was formerly known as HiltonHotels Corporation (“HHC”).On October 24, 2007, HWI was acquired by BH Hotels LLC, a Delaware limited liabilitycompany ("Parent"), controlled by investment funds affiliated with The Blackstone Group L.P.(NYSE: BX) (“Blackstone”).BH Hotels LLC was later converted to Hilton Hotels Holding Corporation, a Delawarecorporation. On April 7, 2010, Hilton Hotels Holding Corporation merged into Hilton HotelsHolding LLC (“HHH”), a Delaware limited liability company formed on March 18, 2010. HHH,which is owned by BH Hotels Holdco LLC, is our penultimate corporate parent. BH HotelsHoldco LLC, a Delaware limited liability company, is our ultimate corporate parent.Our direct corporate parent is Hilton International Franchise Holding LLC, a Delaware limitedliability company formed in September 2007. Hilton International Franchise Holding LLC is asubsidiary of HWI.The principal business address of our parents is 7930 Jones Branch Drive, Suite 1100, McLean,Virginia 22102.Our predecessor as the franchisor of Homewood Suites by Hilton hotels in the Americas isPromus Hotel Systems, Inc. (“Promus”), a Delaware corporation incorporated in May, 1995. OnDecember 1, 1999, a merger transaction was completed under which HWI acquired Promus’sindirect corporate parent and HWI became the ultimate parent corporation of Promus and all itsaffiliates. Homewood Suites by Hilton hotels have been licensed since 1988, first by Promus’spredecessors, then by Promus. Beginning in 2006, certain international subsidiaries of HWI(collectively, “Hilton International Companies”) began offering franchises for Homewood Suitesby Hilton locations outside the Americas. On the date the merger became effective, Promusassigned all of its Franchise Agreements governing Homewood Suites by Hilton hotels to ouraffiliate, HLT Existing Franchise Holding LLC, a Delaware limited liability company formed in{000011-999987 00196630.DOCX; 2} 1September 2012 Homewood (Canada)

September 2007. On the same date, we became the licensor of the Homewood Suites by HiltonBrand for all locations outside the fifty states of the United States of America, the District ofColumbia and United States Territories and Possessions (collectively, the “United States”) andour affiliate Homewood Suites Franchise LLC became the franchisor of Homewood Suites byHilton hotels in the United States on that date.Under a form of management agreement known as an “Operating Agreement,” entered into inOctober 2007, both we and our affiliate Homewood Suites Franchise LLC engaged HWI toperform our respective duties and obligations under the Homewood Suites by Hilton FranchiseAgreements. As long as the Operating Agreement is in effect, HWI will provide services to youon our behalf under the terms of your Franchise Agreement, either directly or through other ofour affiliates. However, as the Franchisor, we will always be responsible for fulfilling all ourduties and obligations under your Franchise Agreement. If HWI fails to perform its obligationsunder the Operating Agreement, then HWI may be replaced as the franchise service provider.The person in Ontario authorized to accept service on our behalf is Larry Weinberg, CasselsBrock & Blackwell, LLP, Suite 2100, 40 King Street W, Toronto ON M5H 3C2. The person inManitoba authorized to accept service on our behalf is Gregory J. Tallon, Thompson DorfmanSweatman LLP, 201 Portage Avenue, Suite 2200, Winnipeg, Manitoba R3B 3L3. We do nothave a registered agent for service of process in the provinces of Alberta, New Brunswick orPrince Edward Island or elsewhere in Canada.1.2 The Franchised BusinessWe license the Homewood Suites by Hilton hotel system (the "System"). The system consists ofthe elements, including know-how, that we periodically designate to identify hotels operatingworldwide under the Brand, and is designed to provide distinctive, high-quality hotel service tothe public at moderate prices under the "Homewood Suites by Hilton" name and Brand. TheSystem currently includes and the Marks (See Article 16); access to a reservation service;advertising, publicity and other marketing programs and materials; training programs andmaterials, standards, specifications and policies for construction, furnishing, operation,appearance and service of the hotel, and other elements we refer to in the FranchiseAgreement (attached as Exhibit A to this Disclosure Document), in the Manual (See Article 14)or in other communications to you, and programs for our inspecting your hotel and consultingwith you. We may add elements to the System or modify, alter or delete elements of theSystem.Homewood Suites by Hilton hotels feature amenities targeted to the extended-stay traveler (aguest who stays five or more consecutive nights in the same hotel), including studio rooms andtwo-room suites; each with a separate kitchen and living room (rooms and suites are collectivelyreferred to in this Disclosure Document as "Suites"); outdoor pool, exercise center and otherrecreational facilities; limited meeting facilities; on-premise convenience store; and businesscenter. All of our amenities are offered in a residential-like setting. Homewood Suites by Hiltonhotels do not offer full restaurant service, but do provide a complimentary breakfast and“Evening Manager’s Reception” or cocktail hour (where permitted by law) to all guests.We license the non-exclusive right to use the System in the operation of your hotel under theBrand at a specified location. You must follow the high standards we have established as theessence of the System and you may be required to make future investments.{000011-999987 00196630.DOCX; 2} 2September 2012 Homewood (Canada)

During the term of the license, we may offer to amend your Franchise Agreement as part of theoffer of a new program or for some other reason. If you agree to the proposed changes, youmust sign our then current form of amendment that will contain our standard estoppel andgeneral release. Our standard estoppel and general release provisions are included in theVoluntary Termination Agreement attached as Exhibit G to this Disclosure Document.Various of our affiliates, also direct and indirect subsidiaries of HWI, own, lease and/or manageHomewood Suites by Hilton hotels throughout the world. In certain situations, you may chooseto have our affiliate Hilton International Manage LLC or one of its affiliates manage your hotelunder a management agreement, to be signed at the same time as, or after, you sign yourFranchise Agreement. Hilton International Manage LLC is a Delaware limited liability companyformed in September 2007. Its principal business address is 7930 Jones Branch Drive, Suite1100, McLean, VA 22102.1.3 Our Affiliates and Related CompaniesHWI, through its subsidiaries, currently owns the following principal marks and their relatedguest lodging systems (“Hilton Worldwide Brands”): Hilton®, Conrad®, DoubleTree®,Embassy®, Hampton®, Hilton Garden Inn®, Home2®, Homewood®, and Waldorf Astoria®.HWI and its subsidiaries own, operate, manage, and license others to operate hotels under theHilton Worldwide Brands throughout the world. The “franchising entities” include HLT ESPFranchise LLC, Hilton Franchise LLC, Hilton Garden Inns Franchise LLC, Waldorf AstoriaFranchise LLC, Conrad Franchise LLC, Embassy Suites Franchise LLC, Homewood SuitesFranchise LLC, Hampton Inns Franchise LLC, Doubletree Franchise LLC, Hilton InternationalFranchise LLC, HLT International Waldorf=Astoria Franchise LLC, Embassy Suites InternationalFranchise LLC, Doubletree International Franchise LLC, Homewood Suites InternationalFranchise LLC, HLT International Conrad Franchise LLC, Hilton Garden Inns InternationalFranchise LLC, Hampton Inns International Franchise LLC, HLT ESP International FranchiseLLC, HLT ESP International Franchisor Corporation and Hilton International FranchisorCorporation.The following HWI affiliates currently provide products or services to our franchisees, and toother hotels operating under Hilton Worldwide Brands:• Hilton Reservations Worldwide, L.L.C. d/b/a Hilton Reservations & Customer Care,successor-in-interest to Hilton Service Corporation ("Hilton Reservations Worldwide"), awholly-owned subsidiary of HWI, will provide you with its national and internationalreservation services and systems ("Hilton Reservation Service"). (See Articles 6 and 14).• Hilton Supply Management LLC (“HSM”), a wholly-owned subsidiary of HWI, distributeshotel furniture, furnishings, fixtures, equipment and supplies, and certain food andbeverage supplies. (See Articles 6 and 14).• Hilton HHonors Worldwide, LLC ("Hilton HHonors Worldwide"), a wholly-ownedsubsidiary of HWI, owns, operates and administers the Hilton HHonors® guest rewardprogram. You must participate in the programs of Hilton HHonors Worldwide. (SeeArticle 6).{000011-999987 00196630.DOCX; 2} 3September 2012 Homewood (Canada)

• Hilton Systems Solutions, LLC ("HSS"), a wholly-owned subsidiary of HWI, providescomputer hardware, software and support services for all the Hilton Family of Brands.HSS is the “Hilton” party to, and signatory for, the HITS Agreement.ARTICLE 2KEY PERSONNELDirector, Executive Vice President and Chief Financial Officer: Thomas KennedyMr. Kennedy has served as our Director, Executive Vice President and Chief Financial Officersince March 1, 2010. He also holds those positions with the other franchising entities.Mr. Kennedy has also served as HWI’s Executive Vice President and Chief Financial Officersince September 2008. From January to September 2008 Mr. Kennedy worked as a selfemployedconsultant in Tulsa, Oklahoma and Fort Lauderdale, Florida. From 2003 to 2007,Mr. Kennedy served as Executive Vice President and Chief Financial Officer of Vanguard CarRental in Ft. Lauderdale, Florida, and Tulsa, Oklahoma.Director, Senior Vice President and Treasurer: Kevin JacobsMr. Jacobs has served as our Director, Senior Vice President, and Treasurer since March 1,2010. He also holds those positions with the other franchising entities. Mr. Jacobs has alsoserved as HWI’s Senior Vice President, Corporate Strategy and Treasurer since May, 2009.From June 2008 through May 2009, he served as Senior Vice President, Corporate Strategy forHWI. From January through May, 2008, he served as Senior Vice President, Mergers &Acquisitions and Treasurer for Fairmont Raffles Hotels International in Toronto Canada. FromJuly through December 2007, he was Senior Vice President, Mergers & Acquisitions for thatcompany. From May 2000 through July 2007, he held various positions with Host Hotels andResorts in Bethesda, Maryland, ending as Vice President of Corporate Finance & InvestorRelations.Director, Executive Vice President, General Counsel and Secretary: Kristin CampbellMs. Campbell has served as our Director, Executive Vice President, General Counsel andSecretary since June 27, 2011. She also holds those positions with the other franchisingentities. Ms. Campbell has also served as HWI’s Executive Vice President, General Counseland Secretary since June 27, 2011. From 2007 to June 10, 2011, Ms. Campbell served asSenior Vice President, General Counsel, and Secretary of Staples, Inc. in Boston,Massachusetts. From 2005 to 2007 she served as Staples’ Deputy General Counsel.Senior Managing Director and President: Jonathan D. GrayJonathan D. Gray has served as our Senior Managing Director and President since October2007. He also holds those positions with the other franchising entities. In addition, Mr. Gray hasserved as Director of HWI since October 2007. He is currently a Senior Managing Director andGlobal Head of Real Estate Group for The Blackstone Group in New York, New York, withwhich he has been associated since 1992.Senior Managing Director and Vice President: Kenneth A. CaplanKenneth A. Caplan has served as our Senior Managing Director and Vice President sinceOctober 2007. He also holds those positions with the other franchising entities. In addition, Mr.Caplan has served as Director of HWI since October 2007. He is currently a Senior ManagingDirector and Head of Real Estate Europe in the Real Estate Group for the Blackstone Group inLondon, England, with which he has been associated since 1997.{000011-999987 00196630.DOCX; 2} 4September 2012 Homewood (Canada)

Senior Managing Director and Vice President: Michael S. ChaeMichael S. Chae has served as our Senior Managing Director and Vice President since October2007. He also holds those positions with the other franchising entities. In addition, Mr. Chaehas served as Director of HWI since October 2007. He is currently a Senior Managing Directorin the Corporate Private Equity Group for the Blackstone Group in Hong Kong, China, withwhich he has been associated since 1997.Senior Managing Director and Vice President: William SteinWilliam Stein has served as our Senior Managing Director and Vice President since October2007. He also holds those positions with the other franchising entities. In addition, Mr. Stein hasserved as Director of HWI since October 2007. He is currently a Senior Managing Director in theReal Estate Group for The Blackstone Group in New York, New York, with which he has beenassociated since 1997.Executive Vice President: Ian CarterMr. Carter has served as our Executive Vice President since May 2008. He also holds similarpositions with the other international franchising entities. Mr. Carter has served as HiltonInternational’s Executive Vice President, Chief Executive Officer and Director since January2005. He is headquartered in Watford, U.K. From November 1998 to December 2004, Mr.Carter was President – Europe, Middle East and Asia Pacific with Black & Decker Corporation,and Vice President of Black & Decker USA, based in the United Kingdom.Executive Vice President: Simon Robert VincentMr. Vincent has served as our Executive Vice President since May 2008. He also holds similarpositions with the other international franchising entities. Mr. Vincent has served as HiltonInternational’s Area President Hilton UK and Ireland since January 2007, headquartered inWatford, U.K. Between 2002 and 2006, Mr. Vincent was Chief Executive for Opodo Limited,headquartered in London, U.K.Senior Vice President: William FortierMr. Fortier has served as our Senior Vice President since October 2007. He also holds thisposition with the other franchising entities. He has also served as HWI’s Senior Vice President– Development – Americas since October 2007. From May 2000 to October 2007, he served asHWI’s Senior Vice President – Franchise Development.Senior Vice President: Brian WilsonMr. Wilson has served as our Senior Vice President since September 2008. He also holdssimilar positions with the other international franchising entities. Mr. Wilson has served asHilton International’s Executive Director - Legal Administration & Deputy Secretary since March1996. He served as our Vice President and Assistant Secretary from October 2007 untilSeptember 2008. He has been affiliated with Hilton International since September 1988,holding various titles during his tenure. He is headquartered in Watford, U.K.Vice President: Robert Goodloe HarperMr. Harper has served as our Vice President since October 2007. He also holds this positionwith the other franchising entities. From October 2007 through February 2010, he also servedas our Director. He is currently a Managing Director in the Real Estate Group for TheBlackstone Group in New York, New York, with which he has been associated since 2002.{000011-999987 00196630.DOCX; 2} 5September 2012 Homewood (Canada)

Vice President: Dawn BeghiMs. Beghi has served as our Vice President since October 2007. She also holds this positionwith the other franchising entities. Ms. Beghi has also served as Vice President – DevelopmentContract Administration, America’s Region for HWI in Los Angeles, California since August2009. From February 2001 to August 2009, she was Vice President-Franchise Administration.Vice President and Assistant Secretary: Karen Boring SatterleeMs. Satterlee has served as our Vice President and Assistant Secretary since March 1, 2010.She also holds those positions with the other franchising entities. In addition, Ms. Satterlee hasserved as Vice President and Senior Counsel--Global Franchise and Development of HWI sinceAugust 2009. She was the Director of Franchise Licensing and Corporate Counsel of StarbucksCoffee Company in Seattle, Washington from January 2004 to August 2009.Vice President and Assistant Secretary: Justin R. HensleyMr. Hensley has served as our Assistant Vice President and Assistant Secretary since October2007. He also holds similar positions with the other international franchising entities. Mr.Hensley has served as Director, Tax Reporting and Compliance for HWI since February 2005,and as its Manager, Income Tax Reporting from February 2000 to February 2005.Assistant Secretary: Owen WilcoxMr. Wilcox has been our Assistant Secretary since May 12, 2010. He holds similar positionswith the other franchising entities. Mr. Wilcox has served as Vice President and Senior CounselCorporate and Ethics for HWI since November, 2009. Before joining HWI, he was Director,Corporate Finance, Legal for Sun Edison, LLC in Beltsville, MD from October, 2007 toNovember, 2009; and Vice President and Corporate Counsel for The Mills Corporation inRosslyn, VA and Chevy Chase, MD from October, 2004 to June, 2007.Senior Vice President: Bill DuncanMr. Duncan has served as our Senior Vice President since March 1, 2010. He also holds thisposition with HLT ESP Franchise LLC, Homewood Suites Franchise LLC, HLT ESPInternational Franchise LLC, HLT ESP International Franchisor Corporation, and HiltonInternational Franchisor Corporation. Mr. Duncan has served as HWI’s Global Head, Home2Suites by Hilton and Homewood Suites by Hilton since February 2009. From 2006 to February2009, Mr. Duncan served as Vice President, Homewood Suites Brand Sales & Marketing forHWI. Between 2000 and 2005, Mr. Duncan served as Vice President, Homewood Suites HotelPerformance Support for HWI.Senior Vice President: Philip Keith CordellMr. Cordell has been our Senior Vice President since March 1, 2010. He has served in thatcapacity for Hampton Inns Franchise LLC since October 2007. Since March 1, 2010 he hasserved in the same capacity for Hilton Garden Inn Franchise LLC, HLT ESP Franchise LLC,Homewood Suites Franchise LLC, Hampton Inns International Franchise LLC, Hilton GardenInns International Franchise LLC, HLT ESP International Franchise LLC, HLT ESP InternationalFranchisor Corporation, and Hilton International Franchisor Corporation. Mr. Cordell has servedas Global Head – Hampton Inn (f/k/a Senior Vice President - Brand Management Hampton Inn)for HWI since December 1999 and as Global Head – Focused Service Category for HWI sinceJune 2008.{000011-999987 00196630.DOCX; 2} 6September 2012 Homewood (Canada)

ARTICLE 3CONVICTIONS, CHARGES, JUDGMENTS AND ORDERS3.1 Fraud, Unfair or Deceptive Business PracticesNone of us, our associates, or any of our directors, general partners and officers has beenconvicted, within the past 10 years, of an offence involving franchises or other businesses,fraud, embezzlement, unfair or deceptive business practices or a violation of a law thatregulates franchise or businesses. There are no such matters currently pending against any ofthe foregoing.3.2 Administrative ActionNone of us, our associates, or any of our directors, general partners or officers has been subjectto an injunction or restrictive order imposed by a public agency involving franchises or otherbusinesses, nor been subject to an administrative order or penalty imposed under a law of anyjurisdiction. There are no such matters currently pending against any of the foregoing.3.3 Civil ActionsExcept as described below, none of us, our associates, or any of our directors, general partnersor officers has been found liable in a civil action of misrepresentation, unfair or deceptivebusiness practices or violating a law that regulates franchises or businesses, including a failureto provide proper disclosure to a franchisee, nor is there any such action pending against any ofthe foregoing.A. PENDING ACTIONS – INVOLVING HWI (F/K/A HHC)Nikita Turik et al. v. Expedia, Inc. et al. (United States District Court, Northern District ofCalifornia, Case No. CV-12-4365-DMR); James Smith et al. v. Orbitz Worldwide, Inc. et al.(United States District Court, Northern District of Texas, Dallas Division, Case No. CV-03515-B);Laith Ulaby et al. v. Expedia, Inc. et al. (United States District Court, Northern District ofCalifornia, Case No. CV-12-4582-DMR); Nathan Walker et al. v. Orbitz Worldwide, Inc. et al.(United States District Court, Western District of Oklahoma, Case No. CIV-12-968-F); JeffreyEllens et al. v. Expedia, Inc. et al. (United States District Court, Western District of Washington,Case No. CIV-2:12-cv-01519); and Carolyn Olcott et al. v. Kimpton Hotel and Restaurant Group,LLC et al. (United States District Court, Northern District of California, Case No. CV-12-4673);Andres Carullo et al. v. Hotels.com et al. (United States District Court, Southern District of NewYork, Case No. 12-CIV-6827).Nikita Turik and Eric Balk, on behalf of themselves and similarly situated consumers (“Plaintiffs”)filed this class action lawsuit on August 20, 2012 against Expedia, Inc., Hotels.com LP,Travelocity.com LP, Sabre Holdings Corporation, Priceline.com Incorporated, Bookings.comB.V., Booking.com (USA), Inc. and Orbitz Worldwide, Inc. (collectively, “Online Retailers”) andHilton Worldwide, Inc., Starwood Hotels & Resorts Worldwide, Inc., Marriott International, Inc.,Trump International Hotels Management, LLC, Intercontinental Hotels Group Resources, Inc.,Kimpton Hotel & Restaurant Group, LLC (collectively, “Hotels”) and John Does 1-100(collectively with Online Retailers and Hotels, “Defendants”). The Class is all persons andentities who paid for a room at one of the Hotels reserved through one of the Online Retailerssubject to certain exclusions. The California Class is limited to those same persons and entitiesin California. Plaintiffs allege that they purchased hotel room reservations online directly from{000011-999987 00196630.DOCX; 2} 7September 2012 Homewood (Canada)

one of the Online Retailers, and that the Online Retailers conspired with the Hotels to enter into,maintain and/or enforce minimum resale price maintenance agreements in restraint of trade inviolation of the Sherman Antitrust Act, 15 U.S.C. § 1 and in violation of the Cartwright Act,California Business & Professions Code §§ 16720, et seq. Plaintiffs further allege that theOnline Retailers and the Hotels engaged in false advertising in violation of the Consumers LegalRemedies Act, California Civil Code § 1750 et seq.; unfair, deceptive, untrue or misleadingadvertising under California Business & Professions Code §§ 17500 et seq. and unfaircompetition under California Business & Professions Code §§ 17200 et seq. Plaintiffs areseeking damages, other penalties allowed by law, permanent injunctive relief, pre-judgmentinterest, costs of suit, reasonable attorneys’ fees and other relief. We have been notified of thefiling of the Smith, Ulaby, Walker, Ellens, Olcott and Carullo actions, filed on August 27, 2012,August 30, 2012, August 31, 2012, September 6, 2012, September 6, 2012 and September 10,2012, respectively, which contain allegations virtually identical to Turik (with Texas state lawclaims in Smith, Oklahoma state law claims in Walker, 27 state law claims in Ellens and 26 statelaw claims in Carullo in place of comparable California state law claims in Turik, Ulaby andOlcott), and we consider it likely that other similar actions may be filed (collectively, the “CopycatActions”). We have been served with a motion to consolidate and transfer Turik to the UnitedStates District Court for the Northern District of Texas, Dallas Division, and further CopycatActions may be added. We deny all of the allegations in Turik and the Copycat Actions. Weintend to vigorously defend the Turik action and all Copycat Actions.U.S. v. Hilton Worldwide, Inc. (United States District Court, District of Columbia, Case No. 1:10-cv-01924-RWR).Hilton Worldwide, Inc. (“HWI”) and the United States Department of Justice (“United States”)have agreed to a form of Consent Decree (the “Consent Decree”) addressing alleged violationsof Title III of the Americans with Disabilities Act, 42 U.S.C. § 12181 et seq. (the “ADA”). TheUnited States alleged that: 1) HWI failed to design and construct its owned facilities constructedfor first occupancy after January 26, 1993 (“Post-1993 Hotels”) in compliance with the ADA; 2)certain Managed and Franchised Post-1993 Hotels operated under HWI’s Brands do not complywith the ADA; 3) HWI failed to provide individuals with disabilities the same opportunity toreserve accessible guestrooms using its on-line and telephonic reservations systems that isavailable for reserving other Brand hotel rooms; and 4) such actions or practices constitute apattern or practice of violating Title III of the ADA.HWI denies that it has violated the ADA at its owned hotels or that it is in any way responsiblefor any purported non-compliance with the ADA in connection with hotels that it does not own ormanage. HWI neither owns nor operates, within the meaning of Title III of the ADA, 42 U.S.C. §12182(a), the vast majority of Brand Hotels. HWI specifically denies that it operates, within themeaning of Title III of the ADA, 42 U.S.C. § 12182(a), any Franchised Hotels for purposes ofliability under 42 U.S.C. § 12182. HWI further states that its Reservations System providesindividuals with disabilities ample opportunity to identify and reserve accessible rooms that areavailable at hotels within the Reservations System. HWI also denies that it failed to design andconstruct its hotels in accordance with the requirements of Title III of the ADA.The United States and HWI have agreed to resolve these issues through the entry of a ConsentDecree, which was entered by the Court on November 30, 2010, with an Effective Date ofMarch 30, 2011. The term of the Consent Decree is four years from the Effective Date. Duringthe term of the Consent Decree, HWI shall not engage in any practice that discriminates againstany individual on the basis of disability in violation of Title III of the ADA in the provision oflodging and related services and shall: 1) undertake certain specific remedial measures with{000011-999987 00196630.DOCX; 2} 8September 2012 Homewood (Canada)

egard to its owned, joint venture, and managed hotels; 2) engage in certain specific actionswith regard to prototype designs and the Hilton Reservation Service (including the website) toassure their compliance with Title III of the ADA; 3) revise its Brand Standards Manuals toinclude certain ADA requirements; and 4) provide additional ADA training to its employees andmake such training available to its managed and franchised properties. In addition, before: 1)entering into a new franchise or management agreement to convert an existing Post-1993 Hotelto a Franchised Hotel or Managed Hotel; 2) renewing or extending for more than six (6) monthsan existing franchise or management agreement (other than unilateral renewals or extensionsby the other party to the agreement) for a Franchised Hotel or Managed Post-1993 Hotel; or3) consenting to a change of ownership at a Franchised Hotel or Managed Post-1993 Hotel,HWI will require the hotel owner to conduct a survey to determine whether the Managed orFranchised Hotel complies with the certain specific requirements of the ADA related to guestrooms and public parking If the Hotel does not comply with those requirements, the hotel ownerwill be required to develop a plan to make the Hotel compliant within a set period of time. HWIwill require certain architects’ certifications related to newly constructed hotels. HWI has alsoagreed to pay the United States $50,000 as part of the resolution of this matter. The ConsentDecree applies to HWI and its subsidiaries, including us.Starwood Hotels & Resorts Worldwide, Inc. v. Hilton Hotels Corporation, Ross Klein and AmarLalvani (United States District Court, Southern District of New York, Case No. 09 CV 3862).On or about April 16, 2009, Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”) filed acomplaint against HHC (now HWI) and two of its employees, Ross Klein and Amar Lalvani, bothformer Starwood employees. In its complaint, as amended on January 14, 2010, Starwoodclaimed that Messrs. Klein and Lalvani improperly misappropriated Starwood’s confidential andproprietary information and ultimately used that information to develop the Denizen Hotel brand.Starwood asserted the following claims: (i) breach of contract against Messrs. Klein and Lalvanifor alleged breach of separate non-solicitation, confidentiality and intellectual propertyagreements that they signed while employed by Starwood; (ii) tortious interference withcontractual relations against HWI for allegedly inducing Messrs. Klein and Lalvani to breachtheir contracts with Starwood; (iii) fraud against Mr. Klein and aiding and abetting fraud againstHWI and Mr. Lalvani; (iv) breach of fiduciary duty against Messrs. Klein and Lalvani and aidingand abetting breaches of fiduciary duty against HWI; (v) misappropriation of trade secrets, unfaircompetition, theft/conversion, unjust enrichment, and violation of the Computer Fraud andAbuse Act against all defendants; (vi) inducing breach of contract and tortious interference withcontract against Messrs. Klein and Lalvani; (vii) fraud against HWI and Mr. Lalvani, and (viii)aiding and abetting fraud against Mr. Klein.Starwood sought preliminary and permanent injunctive relief, enjoining all defendants and theirrespective officers, agents and employees from: (i) using Starwood property and information,which it claims is proprietary, confidential and trade secrets; (ii) pursuing certain hotel owners indesignated locations identified by Starwood or negotiating with investors with whom Starwoodhas current management contracts; (iii) “purging” from all material and websites informationStarwood claims is proprietary, confidential and/or trade secrets and preliminary and permanentinjunctive relief, enjoining all defendants and their respective officers, agents and employeesfrom using such information; (iv) requiring HWI to make certain disclosures to property ownersand industry professionals; (v) appointing a monitor or monitors over HWI’s compliance with anyinjunctions; (vi) preliminarily and permanently enjoining HWI for a reasonable period of timefrom expanding its luxury and lifestyle brands; (vii) the destruction of all information relating tothe launch and promotion of the Denizen Hotel brand; (viii) findings of contempt against alldefendants and (ix) compensatory and punitive damages against all defendants.{000011-999987 00196630.DOCX; 2} 9September 2012 Homewood (Canada)

On April 23, 2009, the court entered a preliminary injunction, with the consent of all defendants,requiring that the defendants and anyone acting in concert with them: i) cease all developmentof the Denizen brand; ii) cease using any documents or information that originated fromStarwood; and ii) return any such information to Starwood.In December 2010, the parties entered into a Settlement Agreement (the “Agreement”) resolvingthis action. Pursuant to the terms of the Agreement, HWI and Messrs Klein and Lalvani haveconsented to the entry of a court-ordered permanent injunction (the “Injunction”) enjoining theuse or distribution of Starwood’s proprietary, confidential or trade secret information, andimposing other restrictions on HWI’s business activities in the lifestyle hotel or branded boutiquespace for two years. In addition to consenting to the entry of the Injunction, HWI will make acash payment to Starwood in the amount of $75,000,000 on or before December 31, 2010 aswell as furnish other contingent guarantees and consideration to Starwood. HWI’s managementbelieves that it is unlikely that the guarantees and other consideration will result in any futurecash payments from Hilton. HWI’s management also believes that any such guarantees orconsideration will not have a material adverse effect on Hilton's business, financial condition orresults of operations. The Agreement provides for mutual releases of the parties and this actionis being stayed during the term of the Injunction.B. CONCLUDED ACTIONS – INVOLVING HWI (F/K/A HHC)Burgans Block, LLC v. Hilton Worldwide, Inc. Homewood Suites Franchise, LLC, HLT ESPFranchise, LLC, Hilton Franchise Holding, LLC, Patrick Speer and Jane Doe Speer, WA Sup.Crt., No. 11204275-2.On October 13, 2011, Burgans Block, LLC, a prospective franchisee (“Burgans”), filed aComplaint against Hilton Worldwide, Inc., Homewood Suites Franchise, LLC, HLT ESPFranchise, LLC, Hilton Franchise Holding, LLC, Patrick Speer and Jane Doe Speer. Burgansalleged that it submitted to HLT ESP Franchise, LLC an application for a Home2 Suites Hotelalong with $50,000 for the Development Services Fee. Further, Burgans alleged that it madehandwritten notes on the materials submitted, stating that a portion of the DevelopmentServices Fee was refundable if Burgans and HLT ESP Franchise, LLC could not agree to theterms of a franchise agreement. At the alleged suggestion of Patrick Speer, an employee ofHLT ESP Franchise, LLC, Burgans decided to move to a Homewood Suites Hotel andsubmitted to Homewood Suites Franchise, LLC a second application along with anotherDevelopment Services Fee. On receipt of the Homewood Suites application, HLT ESPFranchise, LLC returned the application and Development Services Fee for the Home2 Hotel.Burgans and Homewood Suites Franchise, LLC did not reach an agreement on a final franchiseagreement for the Homewood Suites Hotel and Burgans requested the return of theDevelopment Services Fee for the Homewood Suites Hotel. Homewood Suites Franchise, LLCdisputed that the Development Services Fee was refundable and Burgans filed suit, allegingviolation of the Washington Franchise Investment Protection Act, unjust enrichment, negligentmisrepresentation, conversion, violation of the Washington Consumer Protection Act, fraud, andbreach of contract. On November 29, 2011, Homewood Suites Franchise, LLC and Burgansentered into a settlement agreement under which Homewood Suites Franchise, LLC paidBurgans $60,000 for a refund of the Development Services Fee and for attorneys’ fees andcosts incurred by Burgans. No other defendants paid any compensation to Burgans. AtBurgans’ request as required by the settlement agreement, the court dismissed the case withprejudice on December 29, 2011.{000011-999987 00196630.DOCX; 2} 10September 2012 Homewood (Canada)

Majestic Resorts, Inc. v. HPP Hotels USA, Inc. (f/k/a Conrad Hotels USA, Inc.), Hilton HotelsCorporation, and Conrad Hospitality, LLC (JAMS Arbitration No. 1260000590).On or about May 4, 2007, Majestic Resorts, Inc. (“Majestic”) initiated an arbitration against HPPHotels USA, Inc. (f/k/a Conrad Hotels USA) (“HPP Hotels”), HHC (now HWI), and ConradHospitality LLC (collectively, “the Conrad Parties”) asserting claims for breach of contract,breach of the duty of good faith and fair dealing, promissory estoppel, and intentional and/ornegligent misrepresentation. The arbitration was filed after Conrad terminated the managementagreement for a proposed Conrad condominium-hotel and Waldorf Astoria residences in LasVegas when Majestic repeatedly failed to meet project development deadlines. On March 6,2008 the arbitration panel issued a unanimous award in favor of the Conrad Parties andawarding the Conrad Parties $1,154,601.28 in costs and attorneys’ fees. The arbitration awardwas confirmed in its entirety on June 10, 2008 by the District Court of Clark County, Nevada,which also awarded the Conrad Parties their attorneys’ fees incurred in confirming the award.Majestic appealed to the Nevada Supreme Court. On February 26, 2010, the Nevada SupremeCourt affirmed the District Court’s decision. The time for filing a rehearing has expired.U.S. v. Hilton Hotels Corporation, et al. (United States District Court, District of Oregon, CaseNo. 70-310).On or about May 12, 1970, the United States filed a civil complaint against HHC (now HWI)(among other defendants), alleging the violation of Section 1 of the Sherman Act consisting ofengaging in a combination and conspiracy in restraint of trade by giving preferential treatment tohotel suppliers paying assessments to the Greater Portland Convention Association and bycurtailing or threatening to curtail purchases of hotel supplies from hotel suppliers which did notpay assessments to the Greater Portland Convention Association. On or about November 29,1971, pursuant to a stipulation filed October 26, 1971, the court entered a final judgment againstHWI enjoining and restraining it from engaging in any agreement, understanding, combination,conspiracy or concert of action to give or promise to give preferential treatment in purchasinghotel supplies to any hotel suppliers, or to curtail or terminate or threaten to curtail or terminatethe purchase of hotel supplies from any hotel suppliers. The order and injunction furtherrestrained and enjoined HWI from engaging in activities which were the subject matter of theComplaint in the action. This restraining order and injunction applied to HWI, its subsidiaries(including Hilton Inns), and the officers and directors of HWI and its subsidiaries, including theofficers and directors listed in Article 2 of this Disclosure Document.Hilton Hotels Corporation and Promus Hotels, Inc. v. TSP Hotels, Inc.; Balwantsinh D. Thakor;Lataben B. Thakor; Nitin Shah; Dilipkumar M. Patel; Ramla Dilip Patel Shailendra Devdhara;and Does 1 through 10, Superior Court of State of California, County of Alameda, Docket No.RG04149793.On April 7, 2004, HHC (now HWI) and Promus filed suit against a former Hampton Innfranchisee and its individual owners and guarantors to collect unpaid franchise fees and toobtain reimbursement for costs, attorneys fees and other expenses associated with theresolution of a third party personal injury suit, Bridget Bray v. TSP Hotels, Inc., Promus Hotels,Inc., Hilton Hotels Corp., and S&S Security Services. The franchisee, TSP Hotels, Inc., failed tosecure and maintain adequate insurance coverage required to defend and indemnify HHC (nowHWI) and Promus for the third party action. In addition, the franchisee failed to pay its franchisefees. The license agreement was terminated on January 5, 2004 for failure to pay franchisefees, among other reasons. This collection action against the franchisee and the individualguarantors seeks the recovery of about $1,500,000.00 in combined damages. The defendants{000011-999987 00196630.DOCX; 2} 11September 2012 Homewood (Canada)

filed a cross complaint on May 28, 2004 making insurance-related allegations against thirdparties unaffiliated with HWI and Promus (the “insurance parties”) and a counterclaim againstHWI and Promus alleging wrongful termination, breach of the implied covenant of good faith andfair dealing, promissory estoppel, tortious interference and fraudulent misrepresentations thatPromus would refrain from terminating the license agreement. The cross-complaint andcounterclaim sought in excess of $1,000,000 in combined damages and attorneys’ fees,expenses and costs from HWI, Promus and the insurance parties. HWI and Promus filed aDemurrer seeking dismissal of the cross-complaint on the basis that the defendants’ claimsagainst HWI and Promus are legally without merit based on the clear language in the licenseagreement. The matter was settled on December 31, 2005 pursuant to a settlement agreementwhereby the franchisee agreed to pay HWI and Promus $550,000 and dismiss their crosscomplaintand counterclaim in exchange for HWI’s and Promus’ agreement to dismiss thecomplaint in its entirety.Palacio del Rio, Ltd. v. Hilton Hotels Corporation, et al., District Court of Bexar County, Texas,407th Judicial District, Case No. 2000-CI-13691.This action was filed on September 19, 2000 by Palacio del Rio, Ltd. (“Palacio”), the owner ofthe Palacio del Rio in San Antonio, Texas. The Palacio del Rio is a hotel managed by HHC(now HWI) pursuant to a management agreement. The petition alleges that by acquiringPromus Hotel Corporation and its subsidiaries, HWI violated a territorial restriction in themanagement contract prohibiting it from owning or operating other hotels within the restrictedterritory, specifically with respect to five managed hotels, seven franchised hotels, and a yet-tobebuilt Embassy Suites managed hotel. The petition named as defendants (i) HWI, PromusHotel Corporation, Promus Operating Company, Inc., Promus, Doubletree Corporation,Doubletree Hotels Corporation, and Hampton Inns, Inc. (collectively, the “Hilton Parties”) and (ii)Riverton Suites, Ltd. (“Riverton”) and HPI Suites, Inc. (“HPI”) (the developers of the EmbassySuites hotel). The petition was later amended on or about December 5, 2000 to add DoubletreeHotel Systems, Inc. as an additional defendant. As amended, the petition sets forth claims forbreach of contract, breach of fiduciary duty, breach of confidential relationship, unfaircompetition, tortious interference with contract and prospective contractual relationships, civilconspiracy, temporary and permanent injunctive relief, attorneys’ fees, and disgorgement offees and profits.On October 23, 2000, the Hilton Parties, Riverton, and HPI filed answers denying theallegations of the petition and asserting affirmative defenses, including an affirmative defense ofthe Hilton Parties that Palacio’s claims against the Hilton Parties were subject to mandatoryarbitration pursuant to an arbitration clause in the Palacio del Rio management agreement. TheHilton Parties filed a counterclaim asserting a claim against Palacio for tortious interference withbusiness relations and a request for a declaratory judgment that the territorial restriction was notviolated by HWI’s acquisition of pre-existing franchise and management agreements, or, in thealternative, that the territorial restriction is unenforceable. Riverton and HPI filed counterclaimsagainst Palacio asserting claims for tortious interference with contract, tortious interference withprospective business relations, malicious prosecution, abuse of process, and unfair competition,and also named as additional defendants two entities related to Palacio, Zachry Enterprises,Inc. and Zachry Hospitality Corporation (collectively, “Zachry”). On the same day, a petition inintervention and third-party petition was filed by Hixon Properties Incorporated (“Hixon”), anaffiliate of Riverton and HPI, asserting claims against Palacio and Zachry for tortiousinterference with contract, tortious interference with prospective business relations, abuse ofprocess, unfair competition, suit to quiet title, attorneys’ fees, breach of contract, breach of{000011-999987 00196630.DOCX; 2} 12September 2012 Homewood (Canada)

fiduciary duty, and breach of the duty of good faith and fair dealing. (Riverton, HPI, and Hixonare referred to collectively as the “Hixon Parties”).On or about November 27, 2000, Hixon filed a cross-claim against the Hilton Parties (other thanHWI) for fraud, fraudulent inducement, fraudulent concealment, civil conspiracy, negligentmisrepresentation, breach of contract, and violations of the Texas Free Enterprise and AntitrustAct of 1983, and against HWI for fraud, fraudulent concealment, civil conspiracy, and violationsof the Texas Free Enterprise and Antitrust Act of 1983, based on allegations that the HiltonParties induced Hixon to enter into the license agreement and management agreement for theEmbassy Suites hotel despite a possible breach of the territorial restriction in the Palaciomanagement contract. In response to Hixon’s cross-claims against the Hilton Parties, Palacioand Zachry filed cross-claims on or about November 29, 2000 for contribution against the HiltonParties.On December 13, 2000, the court granted motions by the Hilton Parties to compel arbitration ofthe claims between the Hilton Parties and Palacio and stay all proceedings between the HiltonParties and Palacio pending arbitration. In November, 2001, Palacio dismissed all of its claimsin arbitration against Doubletree Corporation, Doubletree Hotels Corporation, and DoubletreeHotels Systems, Inc. An arbitration hearing was held on Palacio’s claims against the remainingHilton Parties in April and May, 2002. In August, 2002, the arbitration panel issued a finaldecision and award in which it held, with respect to the territorial restriction issues, that (i) theterritorial restriction in the Palacio del Rio management contract applied to hotels owned,managed, or franchised under any brands owned by the Hilton Parties, (ii) Palacio could notunreasonably withhold its consent to the Hilton Parties’ ownership, management, or franchisingof any such hotels, and (iii) Palacio had not unreasonably withheld its consent to the ownership,management, and franchising of the properties at issue. The panel did not award any monetaryrelief to Palacio on its claims related to the territorial restriction; but (y) deleted a right of firstrefusal on sale contained in the Palacio del Rio management agreement, and (z) inserted aperformance test in the Palacio del Rio management agreement under which HWI’s basemanagement fee would be reduced by specified amounts if the Palacio del Rio’s RevPAR indexfell below its pre-merger level. The panel also awarded each side a portion of its respectiveattorneys’ fees, with a greater portion awarded to HWI.In January, 2002, the state court granted a motion of the Hilton Parties for partial summaryjudgment and dismissed the Hixon Parties’ claims against the Hilton Parties for breach ofcontract. In April, 2003, the state court granted a motion of the Hilton Parties for partialsummary judgment and dismissed the Hixon Parties’ claims against the Hilton Parties forviolations of the Texas Free Enterprise and Antitrust Act of 1983. Trial on the remaining statecourt claims commenced on May 27, 2003. At the close of evidence on June 5, 2003, the courtgranted the Hilton Parties’ motions for a directed verdict as to the Hixon Parties’ claims forfraud, fraudulent inducement, fraudulent concealment, and civil conspiracy. The parties thenentered into a settlement under which the Hilton Parties paid $1,800,000 to Hixon in exchangefor dismissal of the negligent misrepresentation claim and full mutual releases of all other knownand unknown claims.Inn on Robinwood, Inc., Alamance Inns, Inc. v. Promus Hotels, Inc., Hilton Hotels Corporation,United States District Court for the Middle District of North Carolina, Civil Action No.1:03CV00885.On September 17, 2003, two Hampton Inn franchisees filed suit against Promus and HHC (nowHWI) seeking declaratory relief and preliminary and permanent injunctive relief and alleging{000011-999987 00196630.DOCX; 2} 13September 2012 Homewood (Canada)

claims for breach of contract, tortious interference with contractual relations, unjust enrichment,and unfair and deceptive trade practices. The action followed a previous state court lawsuitbrought by Promus against the same franchisees, Promus Hotels, Inc. v. Inn on Robinwood,Inc. and Alamance Inns, Inc. (Tennessee Chancery Court, 30th Judicial District at Memphis, No.110186-2 T.D.), to recover unpaid fees. The actions concerned the franchisees’ attempt toreject various system wide Hampton Inn programs instituted by Promus, despite fullparticipation in those programs by all other franchisees in the Hampton Inn system. Believingthat the franchisees’ actions were in violation of the license agreements and were potentiallyundermining the integrity and uniformity of the Hampton Inn system and thereby harming itsother franchisees, Promus concluded that it was necessary to immediately remove thefranchisees from the system. Promus agreed in this unique circumstance to pay the franchisees$575,000 for early termination of both license agreements, dismissal with prejudice of bothactions, and the franchisees’ prompt exit from the Hampton Inn system including deidentificationof the properties.Pillion Properties, Inc. v. Promus Hotels, Inc. and Hilton Hotels Corporation, Dallas County,Texas District Court docket number 03-5484, United States District Court for the NorthernDistrict of Texas, Civil Action Number 3-03-CV-1317N, and United States Bankruptcy Court forthe Northern District of Texas, Fort Worth Division, Case Number 03-45909-DML-11.On June 2, 2003, the plaintiff, a Hampton Inn franchisee, filed its Complaint seeking, amongother things, injunctive relief enjoining the defendant Promus Hotels, Inc. from moving forwardwith a planned termination of the license agreement relating to the plaintiff’s failure to payfranchise fees. The complaint also asserted claims against the defendants for breach ofcontract, promissory estoppel, tortuous interference, unfair competition, conspiracy, fraud andfraudulent concealment. The Dallas County District Court entered an ex parte Order restrainingPromus from terminating the license agreement for 5 days and established an injunction hearingdate. Before the injunction hearing date, the Defendants removed the action to the UnitedStates District Court for the Northern District of Texas. In the federal court, the plaintiff sought torenew its request for injunctive relief. The defendants filed their Answer denying all of theplaintiff’s allegations. The hearing for a preliminary injunction was set to be heard on June 26,2003. Hours before the hearing, the plaintiff filed its Chapter 11 bankruptcy petition in the UnitedStates Bankruptcy Court for the Northern District of Texas. On September 11, 2003, thedefendants filed a Motion for Relief from the Automatic Stay seeking permission to moveforward with termination of the license agreement. On December 17, 2003, the BankruptcyCourt entered an Order Modifying the Automatic Stay permitting Promus to terminate thelicense agreement. On December 31, 2003, the license agreement was terminated and thehotel was removed from the system.Century Pacific, Inc. and Becker Enterprises, Inc. v. Hilton Hotels Corporation, DoubletreeCorporation, and Red Lion Hotels, Inc. (United States District Court, Southern District of NewYork, Case No. 03 CV 8258).On or about October 17, 2003, two former franchisees of Red Lion Hotels, Inc. (“Red Lion”) fileda complaint against HHC (now HWI), Doubletree Corporation, and Red Lion asserting claims forviolation of Sections 683 and 687 of the New York Franchise Act, common law fraud, negligentmisrepresentation, and fraudulent omission, based on HWI’s sale of Red Lion and the Red Lionbrand to a third party. On April 21, 2004, the court dismissed the claims based on the New YorkFranchise Act. On April 4, 2005, the defendants filed a motion for summary judgment, whichwas heard on May 5, 2006. On May 10, 2006, the court granted defendants’ motion to strikeplaintiffs’ jury demand. On October 16, 2007, the court granted defendants’ motion for summary{000011-999987 00196630.DOCX; 2} 14September 2012 Homewood (Canada)

judgment and dismissed the plaintiffs’ complaint in its entirety. One of the former franchiseessubsequently agreed to waive its appeal in exchange for a dismissal of defendants’counterclaims against it and mutual releases of all known and unknown claims. On December5, 2008, defendants entered into a settlement agreement with the other former franchisee underwhich (i) the parties stipulated to entry of a judgment under Rule 54(b) of the Federal Rules ofCivil Procedure in favor of defendants on the former franchisee’s claims, (ii) defendants’counterclaims were stayed pending disposition of the former franchisee’s appeal on thesummary judgment ruling, (iii) the parties stipulated to a $400,000 judgment in favor ofdefendants, to be entered if the former franchisee does not prevail on its appeal, and (iv) theformer franchisee placed $300,000 into escrow to be either applied against the judgment or, ifthe former franchisee is successful on its appeal, returned to the former franchisee. OnNovember 25, 2009, the appellate court affirmed the judgment in favor of HWI and no furtherappeal was taken.ARTICLE 4BANKRUPTCYThere have been no bankruptcy or insolvency proceedings, whether voluntary or otherwise, anypart of which took place during the six years immediately preceding the date of this DisclosureDocument, against any of the following persons as debtor: (i) against us or our associate, (ii) acorporation whose directors or officers include any of our current directors, officers or generalpartners, or included such a person at a time when the bankruptcy or insolvency proceedingwas taking place, (iii) a partnership whose general partners include any of our current directors,officers or general partners, or included such a person at a time when the bankruptcy orinsolvency proceeding was taking place, or (iv) any of our directors, officers or general partnersin their personal capacity.ARTICLE 5FINANCIAL STATEMENTSAttached as Exhibit H are our audited consolidated balance sheets as of December 31, 2011and 2010 and the related consolidated statements of operations and members’ capital and cashflows for the years ended December 31, 2011, 2010, and 2009.6.1 Initial FeesARTICLE 6INITIAL FRANCHISE FEES AND OTHER FEESThe following is a list of all initial fees charged by or payable to us or our affiliates. Unlessotherwise stated, these are not refundable under any circumstances. All fees are stated in USDollars.Type of Fee Amount Due Date RemarksFranchiseApplication Fee(Note 1)$60,000 for the first 150 Suitesplus $450 for each additionalsuite or guest room.With FranchiseApplication.New Development, Conversion, or Changeof Ownership. See Note 1 for circumstancesin which a portion of the FranchiseApplication Fee may be refunded.FranchiseApplication Fee– AdditionalRooms$450 for each additional guestroom or suiteOn ourapproval ofyour FranchiseApplicationIf you increase the proposed number ofrooms/suites for the hotel at any time afteryour Franchise Application is approved andbefore the opening of your hotel under the{000011-999987 00196630.DOCX; 2} 15September 2012 Homewood (Canada)

Type of Fee Amount Due Date RemarksBrand, you must obtain our approval and paythe additional Franchise Application Feeowed, if any, as if you had included thoseadditional rooms/suites as part of youroriginal Franchise Application.FranchiseApplication Fee(Note 1)ProductImprovementPlan (“PIP”) FeeConstructionExtension FeeRenovationWork ExtensionFeeOnQ Up-FrontHardware &SoftwareInstallation(Note 2)$35 per guest room or suite,multiplied by the number ofyears in the term of the newFranchise AgreementWith FranchiseApplication.$5,000 Before weschedule thePIP inspection.$10,000 After theextension ofCCD has beenapproved.$10,000 After theextension ofRWCD hasbeen approved.$37,000 to $82,000, based onsize of hotel and number ofworkstationsAbout 45 daysbeforeOpening.Re-Licensing.If you desire to convert an existing hotel to aBrand hotel or apply for a Change ofOwnership or if we agree to Re-license anexisting Brand hotel, we charge this fee toprepare the PIP. In rare situations whichprobably do not apply to you, we may waivethe PIP fee. We occasionally apply the PIPfee towards the payment of your FranchiseApplication FeeFor New Development, you must startconstruction at your hotel by the constructioncommencement date (the “CCD”) specified inyour Franchise Agreement. If you want anextension of the CCD, you must submit awritten request before the CCD. If weapprove the extension, we will set a newCCD and you must pay the extension feeand enter into an amendment to theFranchise Agreement setting the new CCDand project milestone dates.If you are converting your hotel, you mustcomplete the renovation by the datespecified as the renovation work completiondate (the “RWCD”) in your FranchiseAgreement. If you want an extension of theRWCD, you must submit a written requestwith this fee before the RWCD. If we approvethe extension, we will set a new RWCD andyou must pay the extension fee and enterinto an amendment to the FranchiseAgreement setting the new RWCD andproject milestone dates.In addition to the portion of your MonthlyProgram Fee that pays for the standardhardware required for OnQ, you must payHWI or HSS the related up-front softwareand hardware and software installation feesand charges. The up-front computer costsare not refundable. You must also pay thereasonable travel related and other expensesof HWI’s employee(s).{000011-999987 00196630.DOCX; 2} 16September 2012 Homewood (Canada)

Type of Fee Amount Due Date RemarksFee to EvaluateConformingHardware &Software$5,000 to $10,000 When billed For a portion of the Monthly Program Fee,HWI provides you with the hardware,software components described in Note 2(the Monthly Program Fee does not includethe proprietary hotel operations managementsystem software), hardware maintenance,software maintenance and technical supportfor both hardware and software under theOnQ fee based pricing program. Thishardware will be provided by third parties,installed by HWI, and maintained by HWI orits agents. You may only acquire the requiredsoftware and hardware for OnQ through ourfee based pricing program. Under the OnQprogram you do not need to purchase thesoftware (except the proprietary propertymanagement component software),hardware or maintenance. However if youchoose to, you may purchase the hardwarefrom a third party vendor, but if you do youmust pay the vendor the cost of theequipment. In addition you must pay the fullMonthly Program Fee, and you must payHSS for all its reasonable expenses indetermining that the hardware meets theexact specifications provided by itsImplementation Department. plusconfiguration costs; installation costs;reasonable travel and other expenses ofHSS’s employees and vendors who performinstallation services; necessarycommunication vehicles (phone lines,network connections); and installation feesMiscellaneousOnQ Start-upCosts –AdditionalRooms FeeMiscellaneousOnQ Start-upCosts – Delaysin Opening DateMiscellaneousOnQ Start-upCosts – NetworkServicesCurrently, $120 per additionalguest room/suite multiplied bythe number of additional guestrooms/suitesCurrently, $700 per day perrepresentative for eachadditional day a representativeremains at the hotel due todelay in a hotel opening date,$2,000 re-scheduling fee if thedelay resulted in the departureand re-scheduling of therepresentative's on-site serviceperiodCurrently, $590 to $1,260 permonth for network services.Rescheduling and cancellationfees typically range from $500to $2,000 per incidentdepending on circumstancesAs incurred.As incurred.Will begin whenthe circuit isinstalled, about45 days beforeopening.for connection to communication vehicles.If you add or construct additional guestrooms at the hotel at any time after you signthe Franchise Agreement, you must pay HWIor HSS an additional software fee. Thesefees are not refundable, and are subject tochange annually.Under the HITS Agreement, the HWIrepresentative must be on-site for yourhotel's opening and you must pay HWI orHSS for services it provides in connectionwith the start up of OnQ. HWI determines thenumber of Systems ImplementationConsultants and number of days on sitebased on size and type of hotel. Once therepresentative is on-site, any delays in yourhotel's opening will result in additionalexpense to you, including any additionaltravel expenses caused by the delay. Thesefees are non-refundable, and are subject tochange annually.You must provide (at your cost) thecommunications vehicles necessary for thesupport and operation of OnQ, currentlyincluding wide area network connections tothe Reservations Service, electronic mail andInternet via OnQ and/or dial-up connectionand routers. You are responsible for any{000011-999987 00196630.DOCX; 2} 17September 2012 Homewood (Canada)

Type of Fee Amount Due Date Remarksand vendors.fees that are assessed by the connectivityinstallation vendor. These fees are nonrefundable,and are subject to changeannually.MiscellaneousOnQ Start-upCosts –HardwareMaintenanceContractCurrently, $500 to $1,200 permonthWithin 30 daysafter shipmentof the computerequipmentWe encourage (and may require) you to signa hardware maintenance contract for OnQ.These fees are subject to change. Thesefees are non-refundable and are subject tochange annually.MiscellaneousOnQ Start-upCosts –Electronic MailServiceHSIA Hardware& SoftwareFee to EvaluateConformingHSIA Hardwareand SoftwareCurrently, $120 initial one timeset-up fee.Currently, $9.20 per user permonth if you want more thanseven.Currently, $22 per month fordelivery to approved mobiledevices.As incurred.HWI currently utilizes Microsoft Exchange forelectronic mail service. The OnQ fee basedpricing includes seven e-mail accounts.$49,000 to $57,100 You must provide high-speed internet access(“HSIA”) for all guest rooms and meetingrooms at your hotel in accordance with brandstandards. You must purchase and installhardware and software to meet this HSIArequirement from HSS (or its designee) inaddition to the hardware and software forOnQ. The additional hardware, software andsupport must meet our requirements andspecifications. You must provide a dial-in-linefor out-of-band equipment management atyour own cost. The hardware for HSIA will beprovided by third parties chosen by us,installed by us or our agents, and maintainedby HSS or its agents. If you purchase theHSIA equipment from HSS’s approvedsupplier, this is the estimated cost for hotelwith 123 guest suites, depending on the typeof solution you deploy, including hardware,software, installation, and certain other costsand fees with the exception of structuredcable and cabling installation (Category 5e orCategory 6).$5,000 to $15,000 Under rare circumstances, we may permityou to purchase the HSIA hardware from athird party vendor, but if you do, you mustpay HWI or HSS for all its reasonableexpenses in determining that the equipmentconforms to its specifications includingconfiguration costs; installation costs;reasonable travel and other expenses ofHWI’s or HSS’s employees and vendors whoperform installation services; necessarycommunication vehicles (phone lines,network connections); and installation feesfor connection to communication vehicles.Cost varies depending on a franchisee'slocation, local connection charges and theamount of HSIA equipment purchased forthe hotel.{000011-999987 00196630.DOCX; 2} 18September 2012 Homewood (Canada)

Type of Fee Amount Due Date RemarksOptional StartupProcurementFeeUp to 10% of product cost. Within 10 daysafter billing.If we or our affiliates furnish, supply, serviceor equip your hotel at your request before itopens, then you must pay or reimburse themfor all costs they incur at your request, andrelated service fees. In particular, HSMdistributes hotel furniture, furnishings,fixtures, equipment and supplies, and certainfood and beverage supplies. You maypurchase these items from HSM, but you arenot obligated to do so. If you buy from HSMit will invoice you for the cost of the productsacquired for you, plus a Procurement Fee,Required Pre-OpeningTrainingIndividual programs rangefrom $0 to $5,000.Before hotelopening.NOTESfreight and taxes.All first-time owners of Homewood Suites byHilton hotels must attend our new OwnersOrientation at least one year before openingyour hotel. If you purchase an existingHomewood Suites by Hilton, you arerequired to attend our new OwnersOrientation within 120 days of purchase. Asof the issuance date of this DisclosureDocument, there is no charge for this trainingand materials. You must pay your travel,compensation, living expenses andmiscellaneous expenses. Homewood Suiteswill pay for two nights lodging if you stay at ahotel that we have contracted with forOwners Orientation. Homewood Suites willnot reimburse for lodging if you stayelsewhere. We provide required trainingprograms that your general manager,Director of Sales and/or other key personnelmust complete before certification foropening a new Homewood Suites by Hiltonhotel and within 90 days of a changeover ofgeneral managers by a franchisee in anexisting hotel. We may charge you for thetraining services and materials. You mustalso bear the cost of compensation, travel,lodging and other expenses of your generalmanager and any other trainees. Trainingprogram fees are not refundable.1. Franchise Application and Franchise Application Fee. All prospective franchisees mustcomplete an Franchise Application to operate a Brand hotel, whether for New Development,Conversion, Change of Ownership, or a Re-licensing situation. You must provide all theinformation we ask for in your Franchise Application. We may on occasion approve yourFranchise Application before you supply all of the information, but if we do so, this approval willbe conditioned on our receiving the rest of the information within the time we specify. If you failto provide the rest of the information within the specified time, we may terminate our offer. If weterminate our offer, we will not refund the Franchise Application Fee. If you withdraw yourFranchise Application before we approve it, or if we deny your Franchise Application, we willrefund the Franchise Application Fee, without interest, less a $7,500 processing fee, which maybe waived or reduced at our discretion. If we approve your Franchise Application subject tocertain requirements, we may terminate our offer if you fail to meet those requirements. Once{000011-999987 00196630.DOCX; 2} 19September 2012 Homewood (Canada)

we approve your Franchise Application, the fee is usually non-refundable, even if wesubsequently terminate our offer. However, if your Franchise Application is for a Change ofOwnership and we approve your Franchise Application but the Change of Ownership does notoccur, we will refund your Franchise Application Fee, without interest and less a $7,500processing fee. In addition, we and our predecessor have occasionally agreed to give full orpartial refunds under unique circumstances. We and our predecessor have also occasionallyagreed to credit the non-refundable Franchise Application Fee toward the Franchise ApplicationFee of another Franchise Application for the Brand if submitted and approved within a limitedamount of time (usually six months or less). However, we and our predecessor have not alwaysagreed to do so, and we may freely choose not to credit the Franchise Application Fee towardthe Franchise Application Fee of another Franchise Application for the Brand even under thesecircumstances.While the Franchise Application Fee is usually applied uniformly, we may, in our sole discretion,elect to waive, reduce, or rebate a portion of it, as well as reduce the Monthly Royalty Fee for aperiod of time, or offer other incentives, either as part of a development incentive programavailable to a group of qualifying franchisees or as an incentive to a specific franchisee undercertain circumstances. Among the factors and criteria we consider are: incentives for thedevelopment of additional or multiple hotels within the System, a particular hotel's marketposition, the property size or unique characteristics, the number of hotels in the Systemoperated by a franchisee, and other unique circumstances. However, we and our predecessorhave not always waived or reduced the Franchise Application Fee or offered other incentiveseven for franchisees or projects possessing the characteristics, and we may freely choose not toreduce your Franchise Application Fee or negotiate with you, even if you possess some or all ofthese characteristics. We may modify or discontinue any development incentive program in oursole discretion.For new franchise agreements executed between July 1, 2011 and December 31, 2012 for newconstruction or conversion projects in Canada, we may rebate 50% of the Franchise ApplicationFee if you open the hotel on or before the original deadline in Addendum to the FranchiseAgreement.While we generally require payment of the Franchise Application Fee in a lump sum when yousubmit your Franchise Application, we may occasionally allow payment of the FranchiseApplication Fee in installments over a limited time period before the start of construction work onthe hotel. If we do so, we will not charge interest or require a security interest over theinstallment period. You may prepay the unpaid amount of the Franchise Application Fee at anytime. If there is a default under the Franchise Agreement, the outstanding installment paymentsare accelerated and become your immediate obligation, along with court costs and attorney'sfees for collection. (See Article 22)In addition to the Franchise Application Fee, if you are applying for a franchise for a hotel thatwas previously operated as a System Hotel, we may require, as a condition of approving yourFranchise Application, that you pay outstanding royalties and other fees due under the priorfranchise agreement relating to the System Hotel.2. Computer System Fees. You must agree to have installed and to use our requiredbusiness software and hardware system, currently known as OnQ, which we may periodicallychange. Currently, OnQ is a business system comprised of software that includes a proprietaryproperty management component, reservations component, revenue management component,rate & inventory component, Hilton University component and other components we consider{000011-999987 00196630.DOCX; 2} 20September 2012 Homewood (Canada)

necessary to support the following activities: reservations, sales, distribution, customerrelationship management (“CRM”), hotel operations, and business intelligence gathering andanalysis. The OnQ system is linked to a communications network which connects SystemHotels to HWI’s reservation offices and travel planners worldwide. Because of its proprietarynature HWI is the only supplier of the OnQ software, including the property managementcomponent, CRM, Key Hotel Marketing Reports and the revenue management component. Allfranchisees must use the OnQ software. The OnQ proprietary software is not available from anyother source. We are not able to determine and disclose a separate market price because thereis no third party market for this product. The OnQ system also includes specific hardwarerequired to operate the software system. We may choose to change the way in which the OnQdata is delivered to the property in our sole judgment as changes are made to the architectureof the OnQ product. About 90 to 120 days before your hotel opens, you must sign theagreement for OnQ (the "HITS Agreement") and/or other related agreements we require, whichwill govern your access to and use of the computerized systems. The current HITS Agreementis Exhibit B to this Disclosure Document. The HITS Agreement currently includes hardware,software, installation and support.6.2 Other FeesThe following is a list of other fees charged by, or payable to, us or our affiliates. Unlessotherwise noted, these fees are not refundable under any circumstances.TYPE OF FEE AMOUNT DUE DATE REMARKSGeneralMonthly RoyaltyFee – NewDevelopment orConversionPayable monthlyby the 15 th day ofthe followingmonth.Monthly RoyaltyFee – Change ofOwnership and Re-LicensingMonthly ProgramFee3.5% of Gross RoomsRevenue during your 1 styear of operation; 4.0% ofGross Rooms Revenueduring your 2 nd year ofoperation; and 4.5% ofGross Rooms Revenue forthe remainder of the Term.4.5% of Gross RoomsRevenue.4% of Gross RoomsRevenue.Room Addition Fee Currently, $450 per guestroom or suite, multiplied bythe number of additionalguest rooms.Prevailing PIP fee if werequire you to renovate orupgrade the hotel.Payable monthlyby the 15 th day ofthe followingmonth.Payable monthlyby the 15 th day ofthe followingmonth.Due when weapprove yourFranchiseApplication.Payable at the timeof inspection.See Note 1 for definition of Gross RoomsRevenue.See Note 1 for definition of Gross RoomsRevenue.We may change the Monthly Program Fee.We may periodically offer qualifyingfranchisees incentive programs that mayreduce the Monthly Program Fee, but notlower than 3.5%. See Notes 1 and 2 andsee Article 12.If you add or construct additional guestrooms at the hotel at any time after youopen the hotel under the Brand, you mustpay us a Room Addition Fee. We mayrequire you to renovate or upgrade the hotelas a condition to granting our approval. TheRoom Addition Fee is non-refundable oncewe approve your Franchise Application.{000011-999987 00196630.DOCX; 2} 21September 2012 Homewood (Canada)

TYPE OF FEE AMOUNT DUE DATE REMARKSMaintenance Feesfor OnQ, OnQConnectivity, andE-mailAdditional OnQFeesMaintenance Feesfor HSIAStay ConnectedCircuit CostCurrently, $500 to $1,200per month for maintenancesupport, $590 to $1,260 permonth for OnQ connectivity,and $9.20 for e-mail peruser, per month, for allusers, and $22 per monthfor delivery to approvedmobile devices.Currently, $120 peradditional guest Suitemultiplied by the number ofadditional guest Suites.Currently, $3.50 per roomper month.Currently, $1,350 to $3,950per month for the guestinternet circuit depending oncircuit size, type andphysical location of thehotel.Guest Assistance and Quality Assurance ProgramsGuest AssistanceProgram:CustomerSatisfactionGuaranteeReimbursementGuest AssistanceProgram:Our Best Rates.Guaranteed.Quality AssuranceRe-evaluation FeeActual costs to compensatea dissatisfied guest. Thisintervention fee is currently$150 per handledtransaction for HHonorsGold members, $200 perhandled transaction forHHonors Diamond membersand $100 per handledtransaction for all otherguests.Currently, $100 interventionfee, which includes the costof the Cheque and otherfees.Currently, $2,000 perre-evaluation visit.OnQ maintenancemonthly by the 15 thday of the followingmonth. OnQconnectivity billedmonthly. E-mailbilled quarterly.When additionalguest Suites arecompleted.Monthly on the 1 stof the month for thecurrent month.Monthly on the 1 stof the month for thecurrent month.Within 48 hours ofreceipt of invoice.Within 10 days ofbilling.Within 10 days ofbilling.The number of workstations and other OnQequipment at your hotel affects this fee. Themonthly maintenance fees for the OnQconnectivity equipment and connections (tothe Hilton wide area network, electronic mailand the Internet), as well as for OnQsupport are subject to increase by HWI orHSS on an annual basis. These fees arenon-refundable.If you add or construct additional guestSuites at the hotel at any time after you signthe Franchise Agreement, you must payHWI or HSS an additional fee, based on thethen prevailing per guest Suite fee chargedto System Hotels.Stay Connected Program maintenance costis invoiced by AT&T or other approved thirdpartyprovider.You must also arrange and pay for theongoing high speed internet service. Youmust purchase this service from AT&T orother third-party provider but pay HSS. Thisestimate includes not only HSIA (e.g., theHSIA connection) but also monthly servicefor the required dial-in-line, 24x7 call centersupport and HSIA equipment break-fixmaintenance. Your costs will depend onyour hotel size, number of meeting rooms,and bandwidth usage. All third-party circuitsmust meet the Standards before installation.We centralize all guest complaints onfranchised hotels received at our Corporateoffices. For every guest complaint thatGuest Assistance resolves for your hotel,the Guest Assistance Agent may offer theguest a rebate to resolve the complaint tothe customer’s satisfaction (in the form ofcash, voucher, HHonors points or acomplimentary return stay) up to the fullcost of the customer’s stay. You will bebilled an intervention fee plus the cost of thecash refund, HHonors point rebate orcomplimentary return stay given to theguest by us for the related complaint. Theremay be nominal annual increases in thehandling fee. We may also annually changethe maximum guest rebate amount.Payable under the “Our Best Rates.Guaranteed.” Program if a guest finds alower qualifying rate for a qualified bookingat your hotel, and the Guest AssistanceDepartment confirms that the guest stayedat your hotel, Guest Assistance Departmentwill adjust the rate to the lower rate andissue a $50 American Express Gift Chequeto the guest and notify you of the fee.You may be charged this fee each time weconduct a special on-site quality assuranceevaluation: (a) after your hotel has failed a{000011-999987 00196630.DOCX; 2} 22September 2012 Homewood (Canada)

TYPE OF FEE AMOUNT DUE DATE REMARKSfollow-up quality assurance evaluation or (b)to verify that deficiencies noted in a qualityassurance evaluation report or productimprovement plan have been corrected orcompleted by the required dates or (c) forany additional evaluations exceeding 2annually, whether required or requested.You must also provide complimentaryaccommodations for the quality assuranceauditor during the evaluation. The fee issubject to change.Conferences and TrainingBrand ConferenceGM and Director ofSales TrainingTraining Programsand TrainingMaterialsCurrently $1,000 perattendee.Charges ranging from$5,000 to $10,000Varies from $0 to $5,000 perprogram.Before attendance.Before class ormaterial delivery.Before class ormaterial delivery.Frequent Customer, Affiliation and Distribution ProgramsAAA Show YourCard & SaveProgramEDGE ProgramCurrently, $1.80 for eachconsumed stay booked byan AAA travel planner orthrough the dedicated AAA“member-direct” line atHRCC.Currently, 8.5% for eachcommissionable reservationreceived by a System Hotelthrough EDGE. Acommissionable reservationresults when a consumerclicks on a paid link, books aroom at a System Hotel onbrand.com that then resultsin a corresponding stay atthe System Hotel.If invoiced, within15 days of billing. Ifthrough AutomatedClearing House(“ACH”), on the12th business dayof each month.If invoiced, within15 days of billing.If through ACH, onthe 12 businessday of the month.Your General Manager and Director ofSales must attend the brand conference,which is usually held annually. The dates,location and duration of the conference varyfrom year to year. There may be annualincreases in the costs. You must also paythe wages, travel and living expenses andmiscellaneous expenses of your attendees.See Article 11.Before class or material delivery.In some cases you must pay wages, travel,lodging and miscellaneous expenses ofattendees, or the expenses of trainers. SeeArticle 11.Mandatory participation for all OnQ-enabledhotels participating in the TPCP program.The booking fees are subject to changewithout advance notice. These funds areremitted to AAA headquarters.EDGE combines eCommerce Services andDemand Generation into a single turnkeysolution for managing the online channel.Through this program, we will pay majorsearch engines like Google, Bing, Yahooand Kayak to place listings for SystemHotels in “sponsored search” results.Consumers who click on our sponsoredsearch are referred to brand.com. If thisreferral results in the consumer booking ahotel on brand.com and results in acorresponding stay at the System Hotel, theSystem Hotel receiving the reservation willpay a commission to us for that booking.This fee is in addition to any otherapplicable reservation fees. EDGE becamea System Standard on April 1, 2012. Thisfee is subject to change.{000011-999987 00196630.DOCX; 2} 23September 2012 Homewood (Canada)

TYPE OF FEE AMOUNT DUE DATE REMARKSFastPay(Centralized GroupMeeting PaymentProgram)If invoiced, within15 days of billing. Ifthrough ACH, onthe 12th businessday of each month.FrequentTraveler/GuestReward ProgramHilton PlusProgramInternetDistributionProgram (IDP)Third-PartyReservationChargesTravel PlannerCentralizedPayment Program(TPCP)Currently, $0.18 pertransaction, which includescommissionablereservations pluscancellations, no-shows andnon-commissionablereservations. Fee is subjectto change.Currently, 3.6% of totaleligible room revenue withno maximum charge perstay.Currently, $0.18 transactionfee applies to all bookingsthrough Hilton Plus,including no-show,canceled, commissionableand non-commissionablereservations. Hotel is billed10% commission on theconsumed hotel revenue.Hotel receives 25% credit onthe positive gross margingenerated from the nonhotelcomponents of theHilton Plus Package.Standard internetcommission on the totalroom rate and othercommissionable charges isup to 10%. Processingcharge is currently $1.50 perconsumed stay.Currently, $4.72 per stay.Standard travel plannercommission on the totalroom rate and othercommissionable charges arecurrently up to 10%.Processing charge iscurrently $0.18 pertransaction, which includescommissionablereservations plus10 days afterbilling.If invoiced, within15 days of billing. Ifthrough ACH, onthe 12 th businessday of each month.If invoiced, within15 days of billing. Ifthrough ACH, onthe 12th businessday of each month.If invoiced, within15 days of billing.If ACH, on the 20 thday of each month.If invoiced, within15 days of billing. Ifthrough ACH, onthe 12 th businessday of each month.For 2012, HWI’s FastPay Program isoptional but we may require you toparticipate in it in the future. The FastPayProgram centralizes and automates thirdpartygroup and meeting plannercommissions into one payment for all HWIhotels. HWI may also perform reconciliationservices for these payments. All Hiltonbrand hotels are automatically enrolled inthis program unless an opt-out form issubmitted.You must participate in any brand specificor system-wide guest frequency or rewardprogram. From the date your hotel beginsto participate in HHonors, your hotel will becharged on the same basis as other SystemHotels. In addition, your hotel will beresponsible for other charges as specified.Such programs and fees are subject tochange. See Note 3.The Hilton Plus Program gives the hotel theability to sell vacation packages, combiningrooms, air, car, and other travelcomponents. Only the hotel room revenuecomponent associated with a Hilton Pluspackage consumed sale is commissionableto the Packaging Technology Provider. TheHilton Plus Program is mandatory for allhotels in the System. Fees are subject tochange.The IDP is a commissionable program forInternet affiliates that delivers customers toour Brand.com sites and that result inconsumed reservations made throughBrand.com as a result of the booking. DSconsolidates all hotel affiliate commissionpayments into one payment per affiliate andsends the payment to each appropriateaffiliate. Commission, processing chargeand other fees are subject to change.Presently these include the costs and feesincurred in connection with Third-PartyReservation systems, such as GDS, airlinereservation services, internet and otherservice reservation providers for using theirdistribution system for reservations. The feeis subject to change.TPCP consolidates all commissionableconsumed travel planner bookings andremits one payment per agency. The fastchanging nature of distribution relationshipsin the marketplace may require occasionalchanges to the commission, processingcharge and other fee requirements.{000011-999987 00196630.DOCX; 2} 24September 2012 Homewood (Canada)

TYPE OF FEE AMOUNT DUE DATE REMARKScancellations, no-shows andnon-commissionablereservations.Unlimited BudgetTravel PlannerIncentive andLoyalty ProgramWeekday stay (Monday -Thursday nights) cost =$0.71; Weekend stay (withone Fri/Sat/Sun night) cost =$1.42; Weekend stay (with 2Fri/Sat/Sun nights) cost =$2.13. For Double Pointspayouts, these amounts willincrease to $1.42, $2.63,and $3.63 respectively. Fiveor more nights stay=$2.84for base points payouts and$4.84 for Double Pointspayouts.Transfers, Relicensing and FinancingFees for Change ofOwnershipTransfersLender ComfortLetter ProcessingFeeProcessing Fee for“PermittedTransfers”Public Offering orPrivate PlacementProcessing FeeRe-licensing FeeManagement FeesManagement FeesProposed owner must paythen-prevailing FranchiseApplication fee. If approved,proposed owner pays anyother then applicable feesand charges for newfranchise licenses. We mayalso require you or theproposed owner to pay thenprevailing PIP fee for us todetermine renovationrequirements for the hotel.Currently $2,500.If invoiced, within15 days of billing. Ifthrough ACH, onthe 12th businessday of each month.With FranchiseApplication.Before we issue aLender ComfortLetter to yourlender.$5,000 When you submittransfer consentrequest.Currently $5,000.$35 per guest room/suitemultiplied by the number ofyears in the Re-licensingterm.If we or an Affiliate enter intoa management agreementwith you, the terms,including fees, will beestablished by mutualagreement.When you or any ofyour owners submitrequest forapproval of publicoffering or privateplacement.Before we sign thenew FranchiseAgreement.As incurred.Mandatory participation for all OnQ-enabledhotels participating in the TPCP program.The booking fees are subject to changewithout advance notice. These funds areremitted to Budget (a portion is paid to thetravel planner; Budget retains the remainingamount as a processing charge).Applies to any proposed transfer that doesnot qualify as a Permitted Transfer or asone that does not require notice to us or ourconsent (Article 22). If we do not approvethe Change of Ownership FranchiseApplication, or if we approve the Change ofOwnership Franchise Application but theChange of Ownership does not occur, wewill refund the Franchise Application fee,less $7,500 for processing costs. The PIPfee is non-refundable. See Article 22.We will only issue a Lender Comfort Letter ifyou request it on behalf of your lender. Wemay waive, reduce or increase this fee.Applies if you propose "Permitted Transfer"(not a Change of Ownership - see above).See Article 22.You must reimburse us for any additionalcosts we may incur in reviewing yourdocuments, including reasonable attorneys’fees.Not involving a Change of Ownership.You may hire an outside managementcompany with our approval.{000011-999987 00196630.DOCX; 2} 25September 2012 Homewood (Canada)

TYPE OF FEE AMOUNT DUE DATE REMARKSRemedies and DamagesActual DamagesUnder SpecialCircumstancesVaries. See remarks. On demand. Under certain circumstances we maycharge you actual damages for thepremature termination of your FranchiseAgreement. Actual damages are calculatedas set forth in Article 22.AuditDefault RemediesIndemnificationActual amount of deficiencyplus service charge.Reimbursement of all of ourexpenses.Reimbursement of allreasonable expensesincluding attorneys' fees andcourt costs we incur toprotect ourselves, oursubsidiaries or affiliates dueto any claim, demand, tax,penalty, or judicial oradministrative investigationor proceeding arising fromany claimed occurrence atyour hotel, or to remedyyour defaults under theFranchise Agreement.On demand.Case by case basisas incurred.Case by case basisas incurred.Payable if audit reveals that youunderstated or underpaid any payment dueus which is not fully offset by overpayments.If audit reveals that underpayment is willfulor for 5% or more of the total amount owedfor the period being inspected, you mustalso reimburse us for all inspection andaudit costs.Our expenses may include attorneys’ fees,court costs, and other expenses reasonablyincurred to protect us and the Entities or toremedy your default.You must defend us, HWI, and each of suchentities’ current and/or future subsidiaries,and affiliates and any officers, directors,employees, agents, successors and assignsbut we retain the right, through counsel ofour choice, to control any matter to theextent the matter directly or indirectly affectsus, our subsidiaries, affiliates, officers,directors, employees, agents, successors orassigns.Insurance Actual amount. On demand. If you do not obtain or maintain the requiredinsurance or policy limits described in Article7 and the Manual, then we can (but are notobligated to) obtain and maintain theinsurance for you without first giving younotice. If we do so, then you mustimmediately pay our costs to obtain suchinsurance. See Article 7.LiquidatedDamages for Post-OpeningPrematureTerminationLump sum equal to $3,600for each authorized guestroom.Lump sum equal to the sumof the Monthly Royalty Feesdue to us for the previous 24months, divided by 24, andmultiplied by 60.On demand.On demand.Payable if we terminate the FranchiseAgreement before the 2 nd anniversary of theOpening Date.Payable if we terminate the FranchiseAgreement after the 2 nd anniversary butbefore the 5 th anniversary of the OpeningDate.Lump sum equal to the sumof the Monthly Royalty Feesdue to us for the previous 24months, divided by 24, andmultiplied by the number ofmonths remaining in theTerm.On demand.Payable if we terminate the FranchiseAgreement within 60 months of theExpiration Date of the Term.{000011-999987 00196630.DOCX; 2} 26September 2012 Homewood (Canada)

TYPE OF FEE AMOUNT DUE DATE REMARKSLiquidatedDamages forUnauthorizedOpening$5,000 per day that yourhotel is open withoutauthorization, plus our costs,including attorneys’ fees.On demand. Payable if you open before we give youwritten authorization to open.LiquidatedDamages for Pre-OpeningPrematureTerminationService Chargesfor OverduePaymentsLump sum equal to $3,600for each authorized guestroom.Lump sum equal to $3,600for each authorized guestroom.1½% per month or highestpercentage permissible bylaw, whichever is less.On demand.On demand.On demand.Payable if we terminate the FranchiseAgreement before you open because youdefault, or because you terminate theFranchise Agreement without cause.Payable if we terminate the FranchiseAgreement and you or any Guarantor enterinto an agreement for or begin constructionof a Competitor Brand within 1 year aftertermination.You must pay service charges if you do notmake any payment to us or our affiliateswhen due. See Article 22.Taxes Actual amount. On demand If any sales, use, gross receipts or similartax is imposed on us for the receipt of anypayments you are required to make to usunder the Franchise Agreement, then yourmust pay this tax to us.Optional Programs/Miscellaneous ServicesConsultation FeesSet by us on a project-byprojectbasis.RMCC Foundation Program -$1,250 (1-time fee)Optional HiltonContinuousImprovementProcessOptionalTMC/ConsortiaProgramOptional TMC Pay-On-All-Pay-ForPerformanceProgramCore Program - $750 (1-time set-up fee), plus $995per monthCurrently, $600 per day perattendee plus programmaterials, travel andexpenses of the trainer.Currently, $2.70 for eachconsumed night bookedunder the TMC/ consortia“parity” rateCurrently, $1.03 for eachconsumed night booked bya TMC travel plannerWhen we request.With PIPWithin 10 days ofbilling.Before attendance.If invoiced, within15 days of billing. Ifthrough ACH, onthe 12th businessday of each month.If invoiced, within15 days of billing. Ifthrough ACH, onthe 12th businessday of each month.At your request, we may make consultationand advice services available to you on thesame basis as other System Hotels.Foundation Program is mandatory if a PIP isrequired. Core Program is optional. We orRMCC offer revenue management analysis,strategy and coaching services at yourhotel, with an emphasis on individual hotelmarket conditions as well as the goals andobjectives of hotel management andownership.Course is offered both on-site and off-site.You are responsible for travel,compensation, room charges andmiscellaneous expenses for youremployees if off-site.You can elect to opt out of participating inthis program. You must participate in BOTHor NEITHER of the TMC/Consortia Programand the Pay-On-All-Pay-For PerformanceProgram. The list of participating travelplanner accounts may vary depending onnegotiations with accounts. We pay aportion of the fee directly to the travelplanner account; the remainder is used tofund marketing efforts with travel planneraccounts and as a processing charge. Thefee is subject to change.You can elect to opt out of participating inthis program. You must participate in BOTHor NEITHER the TMC/Consortia Programand the TMC Pay-On-All-Pay-ForPerformance Program. The list ofparticipating travel planner accounts mayvary depending on negotiations withaccounts. We pay a portion of the feedirectly to the TMC; the remainder is used{000011-999987 00196630.DOCX; 2} 27September 2012 Homewood (Canada)

TYPE OF FEE AMOUNT DUE DATE REMARKSto fund marketing efforts with the TMC andas a processing charge. The fee is subjectto change.OptionalFedRoomsGovernment andMilitary TravelProgramOptional SatoTravel Governmentand Military TravelProgram.Optional ResMaxProgramCurrently, 2.75% of roomrevenue – for eachconsumed stay bookedunder the FedRoomsrate/SRP.Currently, $2.70 for eachconsumed night bookedunder the Sato Travel SRPVaries based on the numberof calls transferred under theprogram.Billed on TAPSinvoice. Due within15 days of billing ifinvoiced. If ACH,on the 15 th of themonth.Billed on TAPSinvoice. Due within15 days of billing ifinvoiced. If ACH,on the 15 th of themonth.As required by usor our affiliate.We pay the entire fee to FedRooms. Thefee is subject to change.The fee is subject to change. We pay aportion of the fee directly to Sato Travel; theremainder is used to fund marketing effortswith Sato Travel and as a processingcharge.Occasionally we or an affiliate may, but arenot obligated to, offer you the option toparticipate in the ResMax Program (the"Program") or a successor to the Program,consisting of an optional, supplementalservice under which reservation calls toyour hotel will be referred to an offsite callcenter.Procurement andService FeesCurrently, 10% of productcost.Within 10 days ofbilling.Payable if you buy from HSM, in addition toproduct cost.NOTES1. "Gross Rooms Revenue" means all revenues derived from the sale or rental of guestrooms (both transient and permanent) of the hotel, including revenue derived from theredemption of points or rewards under the loyalty programs in which the hotel participates,amounts attributable to breakfast (where the guest room rate includes breakfast), andguaranteed no-show revenue and credit transactions, whether or not collected, at the actualrates charged, less allowances for any Guest Room rebates and overcharges, and will notinclude taxes collected directly from patrons or guests. If there is a fire or other insured casualtyat your hotel that results in a reduction of Gross Rooms Revenue, the Monthly Program andMonthly Royalty Fees will be equal to the Monthly Program and Monthly Royalty Feesforecasted on the basis of the Gross Rooms Revenue amount you agree on with yourinsurer(s). However, we have the right to participate with you in negotiating the value of yourGross Rooms Revenue claim with your insurer(s). Group booking rebates, if any, paid by you oron your behalf to third party groups for group stays must be included, and not deducted, fromthe calculation of Gross Rooms Revenue.The Monthly Royalty Fee and the Monthly Program Fee must be paid to us at the place wedesignate on or before the 15th day of each month, and must be accompanied by our standardschedule showing the computation of the Monthly Royalty Fee and Monthly Program Fee for themonth. There will be an annual adjustment within 90 days after the end of each operating yearso that the total Monthly Royalty Fees and Monthly Program Fees paid annually will be thesame as the amounts determined by audit. We can require you to transmit the Monthly RoyaltyFee and the Monthly Program Fee and all other payments required under the FranchiseAgreement by wire transfer or other form of electronic funds transfer. You must bear all costs ofwire transfer or other form of electronic funds transfer. The conversion of Gross Rooms{000011-999987 00196630.DOCX; 2} 28September 2012 Homewood (Canada)

Revenue into U.S. Dollars shall be daily and be based on WSJ.com rates that are reported byReuters as blended rates by multiple banks that trade in excess of $1 million daily.2. We may change the amount of the Monthly Program Fee at any time. The MonthlyProgram Fee rate will not exceed the current rate plus 1% over the term of the FranchiseAgreement. We do not apply this fee toward the cost, installation or maintenance of thecomputer reservation services equipment or training for your hotel. The Monthly Program Feepays for various programs to benefit the System, including (i) advertising, promotion, publicity,public relations, market research, and other marketing programs, (ii) developing and maintainingdirectories and Internet sites for System Hotels; (iii) developing and maintaining the ReservationService systems and support; (iv) quality assurance programs; (v) certain computer costs; and(vi) administrative costs and overhead related to the administration or direction of these projectsand programs. We may create any programs and allocate monies derived from MonthlyProgram Fees to any regions or localities. The Monthly Program Fee does not cover your costsof participating in any optional marketing programs and promotions periodically offered by us orHWI in which you voluntarily choose to participate. These fees also do not cover the cost ofoperating the hotel in accordance with the Standards or the Manual.3. You must participate in, and pay all charges related to, our and HWI’s marketingprograms not covered by Monthly Program Fees, and all guest frequency programs we or HWIrequire, including the Hilton HHonors Worldwide guest reward programs or any successorprograms. You must also honor the terms of any discount or promotional programs (includingany frequent guest program) that we or HWI offer to the public on your behalf, any room ratequoted to any guest at the time the guest makes an advance reservation, and any award guestcertificates issued to hotel guests participating in these programs. We and our affiliates' otherhotel brands may also participate in these programs. These programs are subject to change.You pay your share of the costs of the programs.Currently, these programs include the Hilton HHonors® guest reward program operated byHilton HHonors Worldwide, and airline and rental car company frequent user programs in whichHWI participates. HHonors members may accumulate HHonors points with most stays for alleligible dollars spent at participating HHonors hotels. Guests, including non-HHonors members,can obtain frequent flyer mileage credit in one participating airline's frequent flyer program perstay with most stays at participating HHonors hotels. HHonors members may earn bothHHonors points and frequent flyer mileage credit for the same stay at participating HHonorshotels. HHonors members may also earn additional HHonors points for using HHonors carrental and/or other partners in conjunction with a stay and may periodically earn additional pointand/or mileage bonuses through promotional activity. The only room rates that are not eligiblefor HHonors point and/or mileage earnings are wholesale/tour operator packages, contractedairline crew rates, complimentary or barter rooms, stays on NET Group/Series Group/IT Grouprates, contracted Entertainment or Encore rates, stays using airline percent-off awardcertificates, stays that are booked via third party websites other than the websites of HiltonHHonors airline partners or stays booked via Priceline.com, Hotwire or similar booking channelswhere the hotel brand is unknown at time of purchase. HHonors members may redeem theiraccumulated points for discounted and free hotel room nights and other rewards.These basic program fees are assessed on any stay for which a guest (a) earns HHonorspoints, (b) earns airline mileage and credit or (c) earns both HHonors points and airline mileagecredit. Additional HHonors bonus points that HHonors members earn as a result of promotionsthat your hotel agrees to participate in will result in an additional fee payable by your hotelbased on a set cost per point or a percentage of the eligible guest folio, depending on the type{000011-999987 00196630.DOCX; 2} 29September 2012 Homewood (Canada)

of promotion. Similarly, bonus airline mileage credit that guests earn as a result of promotionsthat your hotel agrees to participate in will result in an additional fee payable by your hotel –amount varies by participating airline partner program. All program costs are subject to change.In addition to the basic program fees outlined above, hotels are also responsible for the cost ofcertain guest amenities provided to HHonors members. Hotels must allocate a certainpercentage of room inventory for free night reward redemption by HHonors members asspecified by the HHonors program. Hotels will be reimbursed for these reward redemptions onthe same basis as other similarly situated participating hotels as specified by the HHonorsprogram.ARTICLE 7OTHER COSTS OF ESTABLISHING THE FRANCHISEThe following chart is an estimate of the direct and indirect costs to be incurred by a typicalfranchisee for the establishment of a franchise hotel under the Brand. The ranges given in thisArticle 7 of the Disclosure Document are based on our (and our affiliates’) experience derivedfrom operating and franchising hotels within the U.S. and Canada and are estimates only ofaverage or reasonably anticipated expenses. We cannot guarantee that you will not haveadditional expenses starting your business, because your costs will depend on factors such as:your management skill and business experience, competition, the prevailing wage rate, roomoccupancy rates reached, and local economic conditions. Your actual expenses may exceedthe estimates reflected in the chart, perhaps significantly. Please note that these figures are notinfluenced by any particular level of sales as these expenses are incurred before your operation.The dollar amounts listed in this Article are current as of the date of the Disclosure Documentbut may have changed since that time. We cannot reasonably estimate the likelihood ormagnitude of such changes. In addition, some of the following information has been compiledby us from reports to us from franchisees. While we are not aware of any reason to doubt theaccuracy of the information, we have not reviewed it to confirm it is accurate. You shouldreview these figures carefully and compare them with information you obtain from local sources,and then discuss your findings with a business or other legal advisor before you make adecision to purchase the franchise. To our knowledge, the costs and expenses described beloware not refundable; however, you should check with the third parties regarding their practices.The amounts stated are in U.S. dollars.Information is provided for a standard 109-room Homewood Suites prototype by Hilton fordesign and layout of a hotel of the type and size shown. The expenses shown in this chart arefor typical hotels of the type and size shown. If you are converting an existing hotel, your costswill most likely be lower, but you must conform guest rooms, public areas and exterior areas toour standards. Your costs will depend on the type and condition of your hotel, its age, physicalstructure and quality of furnishing. Because there are so many variables involving any particularexisting hotel, we cannot give average costs of converting. None of the expenses described inthis chart are refundable.{000011-999987 00196630.DOCX; 2} 30September 2012 Homewood (Canada)

YOUR ESTIMATED INITIAL INVESTMENTType of Expenditure Amount Method ofPaymentWhen DueTo Whom PaymentIs To Be MadeFRANCHISEAPPLICATION FEENote 1PRODUCTIMPROVEMENT PLAN(“PIP)Note 2$60,000 Lump sum With FranchiseApplication$5,000 Lump sum Beforepreparation ofplanUsUsMARKET STUDYNote 3Varies As Agreed As Agreed Independentconsulting firmPHASE 1ENVIRONMENTALASSESSMENTNote 4$0 to $10,000 As Arranged Before youpurchase thelandEngineering orconsulting firmREAL PROPERTYNote 5CONSTRUCTION/LEASEHOLDIMPROVEMENTSNotes 6 and 7DESIGNERS,ENGINEERING FEESFURNITURE, FIXTURESAND EQUIPMENTNote 8Varies As Incurred As Incurred Third Parties$7,700,000 to $14,300,000 As Incurred As Incurred Suppliers$180,000 to $500,000 As Incurred As Incurred Suppliers$1,650,000 to $3,300,000 As Incurred As Incurred SuppliersINVENTORY $200,000 to $450,000 As Arranged Before Opening SuppliersSIGNSNote 9$50,000 to $150,000 As Incurred As IncurredBefore OpeningSuppliersCOMPUTERSOFTWARENote 10$37,000 to $82,000 Cash, Check orWire Transfer45 days beforeopeningSupplierSTAY CONNECTEDHIGH SPEED INTERNETPROGRAMNote 10$49,000 to $57,000 Cash, Check orWire Transfer45 days beforeopeningAT&T or OtherApproved SupplierOTHER COMPUTERHARDWARENote 11REQUIRED PRE-OPENING TRAININGNote 12CONSTRUCTION/RENOVATIONEXTENSION FEESNote 13$5,100 As Agreed As Agreed As Agreed$5,000 to $15,000 As Incurred As Incurred HWI and Suppliers$10,000 per extension Lump Sum If requested Us{000011-999987 00196630.DOCX; 2} 31September 2012 Homewood (Canada)

Type of Expenditure Amount Method ofPaymentWhen DueTo Whom PaymentIs To Be MadeINSURANCENote 14ORGANIZATIONALEXPENSENote 15PERMITS, LICENSESAND GOVERNMENTALFEESNote 16MISCELLANEOUS PRE-OPENING ANDPROJECTMANAGEMENTEXPENSESNote 17CONTINGENCIESNote 18ADDITIONAL FUNDSNote 19Varies As Required As Required Agent/Insurer$25,000 to $85,000 As Agreed As Agreed AccountantAttorney$80,000 to $200,000 Lump Sum As Arranged AppropriateAgencies$100,000 to $500,000 As Incurred As Incurred Suppliers$300,000 to $800,000 As Incurred As Agreed ContractorSuppliers$200,000 to $600,000 As Incurred As Incurred Employees,Suppliers, UtilitiesTOTAL $10,656,100 to $21,129,100THESE FIGURES DO NOT INCLUDE REAL ESTATE COSTS, MARKET STUDY,INSURANCE, INTEREST OR THE COSTS OF IMPROVEMENTS UNDER ACONVERSION, RE-LICENSING OR CHANGE OF OWNERSHIP LICENSE.NOTES1. Table shows Franchise Application Fees for the hotel size shown. Your FranchiseApplication Fee may be greater. (See Article 6 for circumstances where the FranchiseApplication Fee will be greater and where we may refund or rebate the Franchise ApplicationFee. We do not finance any fee).2. If you apply to convert an existing hotel to a Homewood Suites by Hilton hotel or applyfor a change of ownership or other re-licensing, we charge a PIP fee for the hotel. The PIP feeis non-refundable. In rare situations which probably do not apply to you, we may waive the PIPfee. We occasionally apply the PIP fee towards payment of your Franchise Application Fee.3. For all new Homewood Suites by Hilton hotels, we recommend and may require amarket study from a nationally-recognized independent firm which discusses the competition foryour proposed hotel, together with a minimum five year operating pro forma from you, based onthe market study, showing your anticipated operating results. While we do not requireprospective franchisees who are converting existing hotels to obtain a market study,occasionally we may encourage a prospective franchisee to commission a market study toevaluate the economic consequences of conversion. Our acceptance of the market study with apro forma is not a financial performance representation on our part or a ratification of theprojections performed by the consultant. (See Article 7.){000011-999987 00196630.DOCX; 2} 32September 2012 Homewood (Canada)

4. Before you purchase the land, you should – at a minimum – consider obtaining a Phase1 environmental assessment to determine the environmental condition of the land. Based onthis Phase 1 report, additional investigations and tests may be necessary before you make yourpurchase decision. Many lenders will require a Phase 1 report before lending purchase money.5 We cannot estimate real estate costs. These costs vary widely by reason of location,size of parcel, competitive market conditions and type of interest acquired. Typical locationsinclude state and federal government centers, regional medical complexes and regionalmanufacturing areas6. We have estimated costs based on a 109 Suite Homewood Suites by Hilton hotel with amix of 28 King Suites, 65 Studio Suites, 9 Double Queen Suites, and 7 Accessible Suites and abuilding area of 77,784 square feet. Construction costs may vary due to unusual conditionsassociated with site preparation, foundations, etc.7. In a Change of Ownership, Re-licensing or Conversion situation, you will incur costs tobring your existing property into conformity with the System as specified in your FranchiseAgreement. We cannot estimate these costs at this time as they vary significantly based on theamount, type and physical condition of the hotel's existing property, fixtures, equipment,furnishings, furniture, signage, and similar items.8. These amounts include the cost of the telephone system.9. Signs include freestanding signs and primary identification for the building. The amountincludes installation, freight, foundation and wiring. You must install, display, and maintainsignage displaying or containing the Brand name and other distinguishing characteristics inaccordance with plans, specifications and standards we establish for System Hotels. You mustpurchase exterior signage from a vendor currently licensed by us. You may contact yourArchitecture & Construction representatives for a current list.10. The “up-front” software costs for the OnQ program are based on the size of the hoteland number of workstations at your hotel. The up-front computer costs are not refundable.Under OnQ the cost of the hardware is paid for from a portion of your Monthly Program Fee.(See Article 6.)In addition to the computer hardware and software requirements and costs described in Article 6(the required OnQ program), we require you to provide high-speed internet access for all guestrooms and meeting rooms at your hotel in accordance with brand standards. You mustpurchase and install additional hardware and software to meet this high-speed internet accessrequirement in addition to the hardware and software for OnQ. The additional hardware,software, and support must meet HSS’s requirements and specifications. This hardware will beprovided by third parties chosen by HSS, installed by HSS or its agents, and maintained by HSSor its agents.You must also arrange and pay for the ongoing high speed internet service. You must purchasethis service from HSS or its designated supplier. We currently estimate that it will cost between$1,350 and $3,950 per month. This estimate is based on a hotel with 123 guest suites. Thisestimate includes not only HSIA (e.g., the HSIA portion of the OnQ/HSIA connection) but alsomonthly service for the required dial-in-line, 24x7 call center support and HSIA equipmentbreak-fix maintenance. Your costs will depend on your hotel size, number of meeting rooms,and bandwidth usage.{000011-999987 00196630.DOCX; 2} 33September 2012 Homewood (Canada)

11. By December 31, 2013, all Homewood Suites hotels must have computer workstationsand printers available for guest use, free-of-charge, either in a traditional business center or inan open zone in the lobby (“Connectivity Center”). You must purchase and install at least 2Lenovo M90Z All-in-One Non-Touch Screen workstations and at least one HP LaserJet p3015Nblack and white printer. If you purchase additional workstations, printers and upgrade options,your costs will be higher. The estimate does not include any costs for internet, power oradditional furniture or equipment.A portion of your Monthly Program Fee pays for the standard hardware required for OnQ (seeArticle 6). Under the OnQ program you do not need to purchase the standard NetworkAuthorized Equipment, but you may purchase the hardware required for the OnQ program froma third party vendor if you choose to do so. We are unable to estimate the costs of purchasingthe hardware required for the OnQ program from a third-party vendor because the range ofcosts would be so wide. If you purchase the hardware from a third-party vendor, you still pay usthe portion of the Monthly Program Fee, and you must pay HWI or HSS for all its reasonableexpenses in determining that the equipment conforms to its specifications; configuration costs;installation costs; reasonable travel and other expenses of HWI’s or HSS’s employees andvendors who perform installation services; necessary communication vehicles (phone lines,network connections); and installation, rescheduling and cancellation fees for connection tocommunication vehicles. In 2011, costs for work to ensure that hardware from third partyvendors met the technical criteria ranged from $5,000 to $10,000 depending on a franchisee’slocation, local connection charges and the number of work-stations at the hotel. Computersystem fees are not refundable.12. We may charge additional training costs based on the number of line level employees.13. Your Franchise Agreement contains a deadline by which construction work must begin.You may request an extension of this deadline under the terms set forth in Article 6 of thisDisclosure Document.14. You must maintain the minimum levels and types of insurance specified in the Manual atyour expense. This insurance must be with insurers having minimum ratings we specify; nameas additional insureds the parties we specify in the Manual; and carry the endorsements andnotice requirements we specify in the Manual. Insurance premiums vary widely by reason oflocation, size of hotel and type of coverage purchased and cannot be estimated.15. Actual cost depends on work done by an accountant and attorney, and standard regionalrates.16. The licenses and permits you must obtain to operate your hotel vary depending on theprovince, municipality or other political subdivision in which the hotel is located.17. Miscellaneous pre-opening expenses include advertising costs you incur for billboardand other advertising to announce your presence in the local market and in all key marketsidentified in your hotel business plan. Markets include travel agencies, corporations andconsumers. Other pre-opening costs include security deposits, utility deposits and businesspermits. These figures are estimates and will vary by location.18. “Contingencies” means unanticipated construction cost overruns and other unanticipatedexpenses.{000011-999987 00196630.DOCX; 2} 34September 2012 Homewood (Canada)

19. Additional funds and those funds required during the first three months of operationincluding other payroll costs (See Note 15 above), utility costs and expendable supplies. Thesefigures are estimates and you may have additional expenses starting the business. Your costswill vary depending on factors such as: your management skill, experience and businessacumen; local economic conditions; prevailing wage rates; and competition. This sum does notinclude royalties, marketing and reservation fees, or management fees, each of which will be apercentage of your revenues.We have relied on our and our affiliates’ management’s years of experience in the lodgingbusiness to compile these estimates. You should review these figures carefully with a businessadvisor before making any decision to purchase the license.ARTICLE 8ANNUAL OPERATING COSTSWe do not provide an estimate of annual operating costs. Further, we do not authorize oursalespeople or any of our employees, agents or representatives to provide estimates ofoperating costs. If you have received such an estimate, please let us know before you sign theFranchise Agreement.ARTICLE 9FINANCIAL PERFORMANCE REPRESENTATIONSWe do not provide projections of earnings, but do provide certain historic performanceinformation for Homewood Suites by Hilton (“Homewood Suites”) hotels operating in Canadaand the United States (but not its Territories or Possessions) that were open before January 1,2010 and were in operation on December 31, 2011 (“Mature”) and reported data to Smith TravelResearch. The charts below include information on all Mature Homewood Suites hotels. Allinformation presented in the charts is for calendars year 2010 and 2011.As of December 31, 2011, there were a total of 309 Homewood Suites branded hotels operatingin Canada and the US (not including its Territories or Possessions). Of these, 284 were Mature.42 of the Mature hotels were Company-Managed and 242 were Franchisee-Managed.In this Article 9, the term "Company-Managed" refers to hotels owned and/or managed by HWIor its affiliates, including franchised hotels. “Franchisee-Managed” refers to hotels that arefranchised and are managed by the franchisee or a non-HWI management company retained bythe franchisee.The following charts show Average Room Rate and Average Occupancy for Mature HomewoodSuites hotels and the number and percentage of Company-Managed and Franchisee-ManagedMature hotels that met or exceeded the average. Average Room Rate and Average Occupancyare calculated based on information routinely reported to HWI by individual System Hotels.In our view, the information provided in this Article 9 is reasonable, as it is based on actualhistorical information, and our knowledge of the hotels operating in the United States andCanada for the stated periods. There are many variables which can affect the financialperformance of any hotel, including the state of the market and the efforts and abilities of theoperator. Many factors, including location, management capabilities, local market conditions,and other factors, are unique to each hotel, and may significantly impact the financialperformance of a hotel.{000011-999987 00196630.DOCX; 2} 35September 2012 Homewood (Canada)

Room Rate 2010 2011Average Room Rate of all Mature Homewood Suites by Hilton hotels $110.14 $112.51Number & Percentage of Mature Company-Managed Homewood Suites hotelswhich met or exceeded Average Room RateNumber & Percentage of Mature Franchisee-Managed Homewood Suites hotelswhich met or exceeded Average Room RateSource: Hilton Worldwide, Inc.12/28.6% 10/23.8%103/42.6% 104/43.0%Occupancy 2010 2011Average Occupancy of all mature Homewood Suites hotels 71.9% 74.7%Number & Percentage of Mature Company-Managed Homewood Suites hotelswhich met or exceeded Average OccupancyNumber & Percentage of Mature Franchisee-Managed Homewood Suites hotelswhich met or exceeded Average OccupancySource: Hilton Worldwide, Inc.22/52.4% 15/35.7%130/53.7% 134/55.4%The following charts show the Occupancy Index and RevPAR Index for Mature HomewoodSuites hotels and the number and percentage of Company-Managed and Franchisee-ManagedMature hotels that met or exceeded the average. Occupancy Index and RevPAR Indexcalculations are based on competitive set data provided by Smith Travel Research, Inc., anindependent research firm that provides information to the hotel industry. Smith TravelResearch receives information directly from hotel chains or individual hotel properties. We havenot audited or independently verified the information provided by Smith Travel Research. Theindices presented are relative to a competitive set that has been identified for Smith TravelResearch by each Mature Company-Managed or Franchisee-Managed hotel. They do notrepresent every hotel or lodging facility in a geographic area. Generally, each of Company-Managed or Franchisee-Managed hotels must identify at least three competitive hotels.The charts for Occupancy Index and RevPAR Index utilize a weighting that involves adjustingthe competitive set’s rooms available (supply) to equal the room count of the subject property.After each competitive set is weighted, the brand performance aggregates are calculated. SmithTravel Research refers to this process as “portfolio weighting”.Occupancy Index - The Occupancy Index measures a hotel’s occupancy performance relativeto an aggregated grouping of hotels (competitive set, market, tract, etc.). Occupancy Index isdesigned to measure a hotel's share of the segment's demand (demand = rooms sold). Anindex of 100 represents a fair share compared to the aggregated group of hotels. An indexgreater than 100 represents more than fair share of the aggregated group’s performance.The Occupancy Index is calculated as follows:(Hotel Occupancy / Comp Set Occupancy) x 100 = Occupancy Index.{000011-999987 00196630.DOCX; 2} 36September 2012 Homewood (Canada)

Occupancy Index 2010 2011Average Occupancy Index of all Mature Homewood Suites hotels 109.92 110.02Number & Percentage of Mature Company-Managed Homewood Suites hotelswhich met or exceeded Average Occupancy IndexNumber & Percentage of Mature Franchisee-Managed Homewood Suites hotelswhich met or exceeded Average Occupancy IndexSource: Smith Travel Research, Inc. and Hilton Worldwide, Inc.26/61.9% 26/61.9%123/50.8% 111/45.9%RevPAR Index - The RevPAR Index measures a hotel’s RevPAR (revenue per available room)relative to an aggregated grouping of hotels (competitive set, market, tract, etc.). An index of100 represents a fair share compared to the aggregated group of hotels. An index greater than100 represents more than fair share of the aggregated group’s performance.RevPAR Index is calculated as follows:(Hotel RevPAR / Comp Set RevPAR) x 100 = RevPAR Index.RevPAR Index 2010 2011Average RevPAR Index of all Mature Homewood Suites hotels 125.39 125.35Number & Percentage of Mature Company-Managed Homewood Suites hotelswhich met or exceeded Average RevPAR IndexNumber & Percentage of Mature Franchisee-Managed Homewood Suites hotelswhich met or exceeded Average RevPAR IndexSource: Smith Travel Research, Inc. and Hilton Worldwide, Inc.27/64.3% 28/66.7%110/45.5% 110/45.5%The following charts show Average Percentage of HHonors contribution to Occupancy and theAverage Percentage of Hilton Reservation Service Contribution to Occupancy for MatureHomewood Suites hotels and the number and percentage of Company-Managed andFranchisee-Managed Mature hotels that met or exceeded the average.The Average Percentage of HHonors Contribution to Occupancy is the percentage ofoccupancy derived from dividing the total occupied room/suite nights as reported by MatureHomewood Suites hotels to us or to HWI into the number of HHonors-occupied room/suitenights for the hotels (defined as room/suite nights during which an HHonors member occupies aguest room/suite and is awarded HHonors points for the stay). The HHonors-occupiedroom/suite nights are determined from data reported by the Mature Homewood Suites hotelselectronically to HWI through a third-party service provider, who compiles and reports the datato HWI.Hilton HHonors Contribution to Occupancy 2010 2011Average Percentage of HHonors Contribution to Occupancy for MatureHomewood Suites hotels58.8% 60.8%Number of Mature hotels Reporting 284 284Number of Mature hotels which met or exceeded Average % of HHonorsContribution to Occupancy149 154{000011-999987 00196630.DOCX; 2} 37September 2012 Homewood (Canada)

Hilton HHonors Contribution to Occupancy 2010 2011Percentage of Mature hotels which met or exceeded Average % of HHonorsContribution to OccupancySource: Hilton Worldwide, Inc.52.5% 54.2%The Average Percentage of Hilton Reservation Service Contribution to Occupancy is thepercentage of occupancy derived from dividing the total occupied room/suite nights as reportedby the Mature Homewood Suites hotels to us or to HWI into the number of Hilton ReservationService-occupied room/suite nights for the hotels (defined as actual arrivals for room/suitenights booked directly through Hilton Reservation, adjusted for reservation cancellations andchanges in reserved length of stay before arrival for such room nights, as reported by HiltonReservations Worldwide to us and to HWI. Hilton Reservation Service-occupied room nightsinclude those originating from HWI’s central reservation offices, our websites and those of ourAffiliates, and from GDS.Hilton HHonors Contribution to Occupancy 2010 2011Average Percentage of HHonors Contribution to Occupancy for MatureHomewood Suites hotels58.8% 60.8%Number of Mature hotels Reporting 284 284Number of Mature hotels which met or exceeded Average % of HHonorsContribution to OccupancyPercentage of Mature hotels which met or exceeded Average % of HHonorsContribution to OccupancySource: Hilton Worldwide, Inc.149 15452.5% 54.2%YOUR FINANCIAL RESULTS ARE LIKELY TO VARY FROM THE RESULTS STATED INTHE FINANCIAL PERFORMANCE REPRESENTATION EVEN IF YOU ARE PURCHASING AMATURE HOTEL, AND THE DIFFERENCES MAY BE MATERIAL.* * *You are strongly advised to perform an independent investigation of this opportunity todetermine whether or not the franchise may be profitable and to consult your attorney,accountant, and other professional advisors before entering into any agreement with us. Youshould conduct an independent investigation of the occupancy rates and room rates you willachieve. Our current and former franchisees may be one source of this information. You shouldconstruct your own business plan and pro forma cash flow statement, balance sheet, andstatement of operations, and make your own financial projections regarding sales, revenues,costs, customer base, and business development for your hotel. You should obtain, from a firmwith satisfactory experience in appraising and evaluating hotel operations, an independentmarket study containing projections for sales, costs, income and profits.Actual results vary between hotels, and we expect that they will vary from franchisee tofranchisee. Your results will be affected by a variety of factors including the following: the natureand extent of your competition; whether competitive hotels in your market are affiliated with anychains or other centralized reservation systems; the age and established customer base ofcompetitive hotels; the in-room and common area facilities and amenities of your hotel versus{000011-999987 00196630.DOCX; 2} 38September 2012 Homewood (Canada)

competitive hotels; whether your geographic area has a greater or lesser demand for hotelaccommodations, which can turn on a number of factors; the frequency of business travelto/from your geographic area; whether your hotel is situated at or near an airport; whether yourhotel is situated close to or remote from a central business district; whether your hotel issituated in a geographic area that attracts vacation travelers; the type of hotel you operate –resort, full-service, limited service, all suites or rooms only; whether your hotel offers food,beverage and/or convention and meeting services; whether your hotel is situated near a college,resort attraction, theme park or other institution that generates lodging demand; the length oftime your hotel has been open to the public; and the length of time your hotel has been affiliatedwith us.Other than the preceding financial performance representation, we do not make any financialperformance representations. We also do not authorize our employees or representatives tomake any such representations either orally or in writing.We will make available to you on reasonable request written substantiation for the abovefinancial performance representations, but we are under no obligation to disclose to you specificinformation about a particular hotel. Information which substantiates the information provided isavailable at 7930 Jones Branch Drive, Suite 1100, McLean, VA 22102.ARTICLE 10FINANCING ARRANGEMENTSOther than the development incentive program described below, we do not offer direct orindirect financing for franchisees. We do not offer any other financing and do not guaranteeyour note, lease or other obligations.We may offer, in our sole discretion, certain development incentives (the “Incentive”) fordevelopment and conversion hotels. The Incentive is a loan that is not subject to repaymentunless the franchise terminates before the end of the Term (generally the first 20 years ofoperation of the hotel) or a Transfer occurs. If a Transfer occurs, you will repay the balance ofthe Incentive. At each anniversary of the Hotel Opening Date, the repayable amount of theIncentive reduces by 1/20th of the original amount. To receive the Incentive, you and yourprincipals, as co–makers, must sign a development incentive note (the “Note”) in the formattached as Exhibit A-1 when you sign the Franchise Agreement. We describe the terms of theNote in greater detail below. We may negotiate these incentives when business circumstanceswarrant. These programs may be modified, limited, extended or terminated at any time withoutadvance notice or amendment of this Disclosure Document.Any Incentive will be disbursed to you after: (i) you have passed a final credit/financial reviewwith no material adverse changes in the business, legal, litigation, bankruptcy status or financesof the applicant, the guarantors or the project since preliminary approval; (ii) the hotel openswith our consent; (iii) you have completed any PIP required by the Franchise Agreement; and(iv) you have paid the Franchise Application Fee. The Note bears no interest except in the caseof default. We may grant renewals, extensions, modifications, compositions, compromises,releases or discharges of other parties without notice to any guarantor or co-maker. If youtransfer the hotel, you must repay the balance of the Note unless the Transferee and itsprincipals assume the obligation to repay the Incentive and provide us with such other securityas we may require in our sole discretion. If you are purchasing an existing hotel and youassume the obligation to repay the unamortized balance of the Note with our consent, you mustrepay the balance if the franchise terminates after your purchase of the hotel.{000011-999987 00196630.DOCX; 2} 39September 2012 Homewood (Canada)

ARTICLE 11TRAINING AND ASSISTANCEHWI offers required training courses to those affiliated with the Hotel System for orientation andas part of the certification process. Owners and employees designated to take training mustcomplete the required training to our satisfaction. You must pay the costs for required andoptional courses, along with all travel, lodging and other expenses associated with training.HWI may also charge for training materials.All first time owners of Homewood Suites by Hilton hotels must attend our new OwnersOrientation at least one year before opening their hotel. If you purchase an existing HomewoodSuites by Hilton, you are required to attend our new Owners Orientation within 180 days of thedate you purchase the hotel. The program will familiarize you with brand support programs andprovide an overview of extended stay operating, marketing and sales principles.Per our brand standards, your general manager and director of sales must be hired and activelyworking for your hotel, at least six months before opening. Your general manager must attendour General Manager Training Program before the opening of your hotel or within 90 days ofassuming responsibility (or be scheduled to attend the first training session offered afterassuming responsibility). An owner who intends to act as general manager of his/her hotel mustattend this program within 90 days of beginning construction. The program will familiarize youwith our corporate policies, standards, operating systems and management values andphilosophies. Perfect attendance is required to complete the training. This program is heldperiodically at the Hilton Training Center located at 755 Crossover Lane, Memphis, Tennesseeand must be completed to our satisfaction.Before the opening of your hotel, all hotel staff that will be utilizing OnQ must first complete theirrespective self-paced training and provide documentation of a printed certificate.Under the HITS Agreement, HSS provides, at your cost, services in connection with the start upof OnQ. The number of Systems Implementation Consultants and number of days on site isdetermined by HWI and is based on size and type of hotel. As part of these required services, aHWI representative will verify that all front desk staff and management have successfullycompleted training and have passed an OnQ certification test by at least a minimum score of80% for the general manager and 80% for the team. If your staff does not attain the minimumscore, the opening of your hotel may be delayed and a rescheduling fee of $2,000 plus travelmay be applied.Management staff at your hotel will conduct the Homewood Suites by Hilton Be at Hometraining program periodically at your hotel for your staff. Every employee must complete thistraining within 30 days of hire. The Homewood Suites by Hilton Be at Home training programincludes topics such as: Homewood Suites Service Culture, Orientation of Homewood Suitesand the Suite Assurance Guarantee®, line level job skills and orientation.All of your employees who serve or supervise those who serve, alcoholic beverages mustcomplete the Controlling Alcohol Risks Effectively Training within 30 days of hire. Employeeswho prepare and serve food or beverages at your hotel must complete our Food and BeverageSanitation training within 14 days of hire. Your hotel's managers will conduct these trainingprograms on site.{000011-999987 00196630.DOCX; 2} 40September 2012 Homewood (Canada)

If you hire a replacement for any of the categories of personnel referred to in this Article 11 whomust attend a training program, then that person must successfully complete the appropriatetraining program. You must pay HWI its then-current fee for the applicable training program forreplacement trainees and for any additional persons you wish to attend a training program.The following table sets forth the training that we make available as of the date of issuance ofthis Disclosure Document. In some instances, these training programs may be held in theUnited States or otherwise outside of Canada. Training costs are subject to change.TRAINING PROGRAMSubjectGeneral Manager(Note 1)OnQ Property Management Training(Note 2)Pre-opening Kits(Note 3)Homewood Suites by Hilton Be AtHome Training(Note 4)Value Added Sales Techniques(VAST I)(Note 5)Value Added Sales Techniques II(VAST II)(Note 6)Front Desk Reservations SalesTraining – Converting Calls toCustomers(Note 7)Revenue Management Course: RM@ Work(Note 8)OnQ Rate & Inventory ManagementTraining(Note 9)OnQ RM Express(Note 9)Food & Beverage Sanitation(Note 10)Controlling Alcohol Risks Effectively(Note 10)Owners Orientation(Note 11)HHonors Training(Note 2)Homewood Suites My Way Training(Note 2)eCheck-in and Suite Selection(Note 10)OnQ Sales & Events(Note 12)eSales Certification(Note 13)Hours OfClassroomTrainingHours of Onthe JobTrainingLocation30 0 Memphis, TNVaries according toposition0 0 On-site8 0 On-site0 On-site (new construction) orOnQ Hilton University (existinghotels)36 0 Memphis, TN21 0 Various hotel locations1 0 On-site16 0 Memphis, TN2 0 Online in OnQ Hilton University8 0 Online in OnQ Hilton University4 0 On-site2 0 On-site12 0 Memphis, TN1-2 0 On-site1 0 On-site2 0 On-site2 0 On-site4 0 On-site{000011-999987 00196630.DOCX; 2} 41September 2012 Homewood (Canada)

SubjectGroupQ—Online Response Training(Note 12)Annual Brand Conference(Note 14)CRM Department Specific Training(Note 15)CRM Day in the Life Training(Note 15)iPod Training(Note 16)Hours OfClassroomTrainingHours of Onthe JobTrainingLocation2 0 On-site2 ½ days 0 Various hotel locations1 0 On-site2.5 0 OnQ Hilton University0 1-3 Note 13NOTES1. General Manager Training. This training is mandatory for your General Manager andmust be completed before the opening of your hotel or within 150 days of assumingresponsibility. The training covers service, sales, revenue, and leadership. There may benominal annual increases in the costs. In addition, you pay the travel, compensation, livingexpenses and miscellaneous expenses of those who attend.2. OnQ Property Management, HHonors, and Homewood Suites My Way. Thistraining program is mandatory for all key management staff and applicable front office personneland must be completed within 14 days of hire. There is no extra cost for this training.3. Pre-Opening Kits. Includes startup materials that are sent to hotels at approval, at startof construction, and before initial operations consultation. The cost for the Kit is $3,000.4. Homewood Suites Be At Home Training. This training is mandatory for all of youremployees. Orientation and 100% Satisfaction Guarantee must be completed within the 1st dayof employment. The cost is $500.5. Value Added Sales Techniques. VAST I training is mandatory for your GeneralManager, Director of Sales and Sales Managers. They must take the class within 3 months ofhire. The cost is $2,0506. Value Added Sales Techniques II. VAST II training is mandatory for your GeneralManager, Director of Sales and Sales Managers. They must take the class 6 months aftercompleting VAST I. Participants who completed VAST I before their hotel opened mustcomplete VAST II within 3-6 months after opening (and no sooner). The cost is $1,550.7. Front Desk Reservations Sales Training. This training program is mandatory for yourGeneral Manager, Assistant General Manager/Front Office Manager, all members of the SalesDepartment, and all Guest Service Agents within 7 days of hire.8. Revenue Management Course: RM @ Work. This training is mandatory and held atMemphis Operations Center over a 2 day period. Training must be completed by one of thefollowing at the hotel: the General Manager, Assistant General Manager, Director of Sales orRevenue Manager within 120 days of employment by you. This certification training is gearedtoward your employees who have a basic knowledge of revenue management. The cost of thiscourse is $400{000011-999987 00196630.DOCX; 2} 42September 2012 Homewood (Canada)

9. OnQ Rate & Inventory Management Training and OnQ RM Express. This training ismandatory for your General Manager, Director of Sales, Sales Manager(s) and AssistantGeneral Manager within 30 days of hire. Training is available on OnQ Hilton University.10. Food & Beverage Sanitation, Controlling Alcohol Risks Effectively, eCheck-in &Suite Selection, This training is mandatory for all of your employees in the subject areas within14 days of hire. The cost for Food & Beverage Sanitation training and the cost for ControllingAlcohol Risks Effectively is determined by local requirements. There is no cost for the othertraining programs.11. Owners Orientation. This training is mandatory for all first-time owners of HomewoodSuites by Hilton hotels and must be completed about 12 months before hotel opening. There iscurrently no charge to attend this orientation program. You pay for any travel, lodging andmiscellaneous expenses of yourself and your attendees.12. OnQ Sales & Events and GroupQ – Online Response Training. This training ismandatory within 7 days of hire. Training is available on OnQ Hilton Worldwide University.13. eSales Certification. This training is mandatory for your General Manager and SalesManager(s) within 90 days of hire. Training is available on OnQ Hilton University.14. Annual Brand Conference. We require participation in an annual brand conference forthe general manager and director of sales. This conference is conducted by the HomewoodSuites by Hilton brand and costs $1,000 per participant. You also pay the travel, compensation,living expenses and miscellaneous expenses of those who attend. Conference program feesand expenses are not refundable. This annual conference is mandatory for the generalmanager and director of sales and may be held at various hotel locations.15. CRM Training. This training is mandatory for all of your employees within 30 days ofhire (with respect to the CRM Department Specific Training) and within 2 weeks of fulfilling theirOnQ Property Management training requirements (with respect to the CRM Day in the LifeTraining). The length of the required training will vary depending on the position of youremployee. The CRM training program, Customer Really Matters, is an on-line training tool thatwill help your employees become familiar with the fundamentals of our CRM initiatives.16. iPod Training. The video iPod training is mandatory for all applicable employees.Tracking of training is done through skill checks located in OnQ Hilton University. This trainingshould be completed within 7 days from the date of hire. Each hotel will be issued 2 video iPodsat no cost. Each hotel is responsible for maintaining the video iPods and is responsible forreplacement costs. The cost is $830.HWI’s instructors and presenters generally have a minimum of 2 to 5 years experience in thesubject taught. Except as noted, there is a charge for the required training programs describedabove in this Article 11. In all cases, you pay the wages, travel and living expenses of yourtrainees. (See Article 6)Online and web based programming is self-paced programming that trainees can access at anytime. For other training, unless otherwise noted, we will provide the training on an as neededbasis.{000011-999987 00196630.DOCX; 2} 43September 2012 Homewood (Canada)

Our instructors and presenters generally have a minimum of two to five years experience in thesubject taught. Except for the on-property orientation for key personnel, the regional training forkey hotel personnel and reservation systems training described above, there is a charge for therequired training programs described above in this Article 11. In all cases, you pay the wages,travel and living expenses of your trainees. (See Article 6)Additional optional training programs and materials are available. Please refer to the HotelPerformance Support department for more information.12.1 Advertising InformationARTICLE 12ADVERTISING INFORMATIONWe are not required to engage in or maintain any particular advertising program apart from ourgeneral obligations to periodically publish and make available to the traveling public a directoryof all Brand hotels (including your hotel), to include your hotel in national or regional groupadvertising of Brand hotels and to include your hotel in international, national and regionalmarket programs. (Franchise Agreement, Section 4.4). We currently advertise using television,radio, magazines, newspapers and direct mail, with predominantly regional and nationalcoverage. We primarily employ a national advertising agency, but may also use otheradvertising agencies and direct marketing firms.You may not engage, directly or indirectly, in any cross-marketing or cross-promotion of thehotel with any other hotel, motel or related business without our prior written consent, except forBrand and "Network" hotels. The "Network" means the network of hotels, inns, conferencecenters, timeshare properties and other operations which HWI and its subsidiaries and affiliatesown, license, lease, operate or manage now or in the future. “Network Hotel” means any hotel,inn, conference center, timeshare property or other similar facility within the Network. (FranchiseAgreement, Section 5.1)To ensure compliance, Hilton Ad Services, a Division of FCB Worldwide (Foote Cone & BeldingWorldwide) (HWI’s global advertising agency) has been designated as the permitted supplier forall property and co-op print ads. You may present a different supplier for our consideration solong as the supplier meets the requirements described in our guidelines.HWI may periodically convene an advisory council that advises us on marketing programs,resource development and policies. We will appoint franchisees by geography and/or hotel typeto serve on the council along with representatives of Hilton-Managed hotels. The advisorycouncil only serves in an advisory capacity, and has no operational or decision-making power.HWI can change or dissolve the advisory council.We may provide regional and/or local cooperative marketing programs in which you mayparticipate. Participating hotels normally bear their proportionate costs of participation. We havepreviously matched or supplemented the amounts paid by participating franchisees, when, inour sole opinion, the cooperative's marketing supports the national marketing objectives of usand HWI.Our current policy is to form marketing cooperatives whenever a group of franchisees wish toget together. The contributions to the cooperatives vary depending on the voluntarycontributions of members. Cooperatives may be administered by us, by franchisees, or by an{000011-999987 00196630.DOCX; 2} 44September 2012 Homewood (Canada)

advertising agency. The cooperatives do not operate from written governing documents. Thecooperatives need not prepare annual or periodic financial statements. If we participate in thecooperative, we can require the cooperative to be formed, changed, dissolved or merged withanother cooperative.We cannot guarantee that we will offer any cooperative marketing programs to franchisees inthe future. Any plan that we offer in the future may differ from the plans we offered tofranchisees in past years.In addition, separate from the cooperative marketing program offered by us, we may periodicallycreate marketing programs for specific promotional purposes that may include certainappropriate franchised hotels without charge to the hotel. Selection of hotels, type of hotels andthe nature and method of such marketing is periodically determined by us in accordance withour general practices applicable to System Hotels.We will use your Monthly Program Fee (see Article 6) to pay for various programs to benefit theSystem, including advertising, promotion, publicity, public relations, market research, and othermarketing programs; developing and maintaining Brand directories and Internet sites;developing and maintaining the Reservation Service systems and support; quality assuranceprogram; and, administrative costs and overhead related to the administration or direction ofthese projects and programs. We will have the sole right to determine how and when we spendthese fees, including sole control over the creative concepts, materials and media used in theprograms, the placement and allocation of advertising and the selection of promotionalprograms. We may enter into arrangements for development, marketing, operations,administrative, technical and support functions, facilities, programs, services and/or personnelwith any other entity, including any HWI entity and any of its affiliates. Monthly Program Feesare intended for the benefit of the System, and will not simply be used to promote or benefit anyone property or market. We will have no obligation in administering any activities paid by theMonthly Program Fee to make expenditures for you, which are equivalent or proportionate toyour payments, or to ensure that the hotel benefits directly or proportionately from suchexpenditures. We may create any programs, and allocate monies derived from MonthlyProgram Fees to any regions or localities as we consider appropriate in our sole judgment. Theaggregate of Monthly Program Fees paid to us by franchisees does not constitute a trust or"advertising fund" and we are not a fiduciary with respect to the Monthly Program Fees paid byyou and other franchisees. We are not obligated to expend funds in excess of the amountsreceived from franchisees using the System. The Monthly Program Fee does not cover yourcosts of participating in any optional marketing programs and promotions periodically offered byus or HWI in which you voluntarily choose to participate. These fees also do not cover the costof operating the hotel in accordance with the standards in the Manual. (Franchise Agreement,Section 4.4)12.2 Local AdvertisingYou must advertise and promote your hotel and related facilities and services on a local andregional basis in a first-class, dignified manner, using our identity and graphics standards for allSystem Hotels, at your cost and expense. You must submit to us samples of all advertising andpromotional materials that we have not previously approved (including any materials in digital,electronic or computerized form, or in any form of media that exists now or is developed in thefuture) before you produce or distribute them. You may not begin using the materials until weapprove them. You must immediately discontinue your use of any advertising or promotionalmaterials we reasonably believe is not in the best interest of your hotel or System, even if we{000011-999987 00196630.DOCX; 2} 45September 2012 Homewood (Canada)

previously approved the materials. Any advertising or promotional materials, or sales ormarketing concepts, you develop for your hotel that we approve may be used by other hotels inthe System without any compensation to you. (Franchise Agreement, Section 5.1.7).12.3 WebsitesYou may not register, own, maintain or use any domain names, World Wide Web or otherelectronic communications sites (collectively, "Site(s)"), relating to the Network or your hotel orthat include the Marks. The only domain names, Sites, or Site contractors that you may userelating to the hotel are those assigned or otherwise approved by us. You must obtain our priorwritten approval concerning any third-party Site in which the hotel will be listed, and anyproposed links between the Site and any other Sites ("Linked Sites") and any proposedmodifications to all Sites and Linked Sites. All sites containing any of the Marks and any LinkedSites must advertise, promote, and reflect on your hotel and the System in a first-class, dignifiedmanner. Our right to approve all materials is necessitated by the fact that those materials willinclude and be inextricably linked with the Marks. Therefore, any use of the Marks on the WorldWide Web, the Internet, or any computer network/electronic distribution system, must conformto our requirements, including the identity and graphics standards for all System Hotels. Giventhe changing nature of this technology, we have the right to withhold our approval and towithdraw any prior approval to modify our requirements.You may not (without a legal license or other legal right) post on your Site(s) any material inwhich any third party has any direct or indirect ownership interest, including video clips,photographs, sound bites, copyrighted text, trademarks or service marks, or any other text orimage in which any third party may claim intellectual property ownership interests. You mustincorporate on your Site(s) any other information we require in the manner we considernecessary to protect our Marks.On the expiration or termination of the Franchise Agreement, you must irrevocably assign andtransfer to us (or to our designee) all of your right, title and interest in any domain name listingsand registrations which contain any references to our Marks, System or Brand, notify theapplicable domain name registrar(s) of the termination of your right to use any domain name orSite(s) associated with the Marks or the Brand, and authorize and instruct the cancellation ortransfer of the domain name to us (or our designee), as directed by us. You must also delete allreferences to Hilton's Marks or Brands from any other Site(s) you own, maintain or operatebeyond the expiration or termination of the Franchise Agreement. (Franchise Agreement,Section 9.5)ARTICLE 13ADMINISTRATION OF THE MONTHLY PROGRAM FEEAs noted above, the aggregate of Monthly Program Fees paid to us by franchisees do notconstitute a trust or “advertising fund” and we are not a fiduciary with respect to the MonthlyProgram Fees paid by you and other franchisees. Accordingly, we are not required to provideany report or breakdown of such a fund.{000011-999987 00196630.DOCX; 2} 46September 2012 Homewood (Canada)

ARTICLE 14RESTRICTIONS AND REQUIREMENTS ON PURCHASE ANDSALE OF GOODS AND SERVICESThis Article describes your obligations to buy or lease from us or our designees, from supplierswe permit you to use, or in accordance with our specifications.All franchisees must build, furnish, equip and supply their hotels in accordance with thestandards and specifications in our standards manual (“Manual”). We review, modify andimplement product standards and specifications. We may periodically modify and updatestandards and specifications to reflect operational requirements, advances in technology,improved methods of manufacture, new materials and structures, new products, improvedprices and other factors. We currently issue, modify and update specifications in the form ofupdates to the Manual. We may periodically require you to modernize, rehabilitate, renovate,refurbish and/or upgrade your hotel’s fixtures, equipment, furnishings, furniture, signs, computerhardware and software and related equipment, supplies and other items to meet the thencurrent standards and specifications specified in the Manual. You are responsible for the costsof implementing all changes required because of modifications to the standards in the Manual.The Manual is our exclusive property and you must return it to us on request and, in any event,on termination or expiration of your Franchise Agreement.You must comply with our standards regarding the purchase of products and services, includingfurniture, fixtures, equipment, food, operating supplies, consumable inventories, merchandisefor resale to be used at and/or sold from the hotel, in-room entertainment, propertymanagement, revenue management, telecommunications and telephone systems, long distanceservices, signs/environmental graphics, customer satisfaction measurement programs,uniforms, materials with logos, property print advertising, guest assistance programs, computernetworking and other computer and technology systems, and any and all other items used in theoperation of the hotel (collectively, the “Supplies”), including our specifications for all Supplies.You must also maintain acceptable product quality ratings at your hotel and maintain the hotel inaccordance with the Manual. In some cases, we may require you to purchase a particular brandof product (“Required Brand”), however, you may purchase this Required Brand from anyauthorized source of distribution. The requirements are generally contained in our manuals, butmay be separately issued to you.14.1 Purchases through HWI and its AffiliatesYou must agree to have installed and to use HWI’s proprietary computer business software andhardware, currently OnQ. You must purchase items bearing our logo, trademark or service markfrom a supplier approved by us. We may derive profit from such sales.We did not sell any goods, services or supplies to our franchisees in 2011. We collected moneyfor the Hilton HHonors program, but we transmitted this money directly to Hilton HHonors, anaffiliate of ours, and did not record it as our revenues. Several of our affiliates had revenuesduring that year from sales to franchisees.Hilton Supply Management (“HSM”), a wholly-owned subsidiary of HWI, is a stocklessdistributor of hotel furniture, furnishings, fixtures, equipment and supplies, and certain food andbeverage supplies. You may, but you are not obligated to, purchase these items from HSM (aswe specify). (See Articles 1 and 6) HSM negotiates lower prices with manufacturers andsuppliers, and then passes these savings on to franchisees when it sells to franchisees.{000011-999987 00196630.DOCX; 2} 47September 2012 Homewood (Canada)

You may purchase the furniture, fixtures, and equipment ("FF&E") and other supplies for yourhotel from any source as long as the specifications and standards in the Manual are met.However, in the future, we may require you to purchase FF&E and supplies from a supplierapproved by us, or we may require you to purchase a particular brand or model of supplies orequipment that is available only from one source, and we may derive profit as a result of thosepurchases.HSM has various discount agreements with manufacturers and suppliers, under which itreceives rebates and allowances based on the total volume purchased from the manufacturer.These volume fees include sales to franchisees by the manufacturers and in some cases,through suppliers. HSM also receives certain volume and national account marketingallowances from manufacturers in connection with the sale to franchisees of certain items, suchas coffee, soft drinks, cleaning compounds, and paper products. HSM receives cash discountsfor early payment on orders it places with manufacturers and suppliers to fill purchase ordersplaced with it by franchisees. The revenues collected from rebates, administration fees andpurchasing fees are primarily used to offset the cost of establishing the purchasing programsand supporting the expenses of HSM.Certain suppliers we approve (“PSDP Suppliers”) become members of our Primary SupplierDistribution Program (“PSDP”). Each PSDP Supplier pays to HSM an administration fee that isbetween 0.5% and 5% of purchases by all franchisees from the respective PSDP Supplier.We evaluate suppliers based on many factors, including: (i) the quality and cost of the productsand/or services; (ii) the supplier's established history in serving the System with products thatconsistently meet or exceed the standards and specifications as set forth in the Manual; (iii) thelevel of support and recognition of the supplier by us and our franchisees, as well as theSystem's demand for those products/services; and (iv) the supplier's ability to service the needsof the System and potential for active participation and support of the PSDP program. If a PSDPSupplier no longer meets our criteria, the PSDP Supplier's name and materials are removedfrom the PSDP.14.2 SignageYou must install, display, and maintain signage displaying or containing the Brand name andother distinguishing characteristics in accordance with plans, specifications and standards weestablish for System Hotels. You must purchase exterior signage from a vendor currentlylicensed by us. You may contact your Architecture & Construction representatives for a currentlist.14.3 Reservation Service and ReferralsYou must participate in and use the required reservation services (the “Reservation Service”),including any additions, enhancements, supplements or variants which we or the Entitiesdevelop or adopt. You must honor and give first priority on available rooms to all confirmedreservations referred to your hotel through the Reservation Service. The Reservation Service isthe only reservation service or system you may use for outgoing reservations referred by orfrom your hotel to other hotels or other reservation services we or the Entities designate.We periodically adopt programs whereby our Systems and the systems of our affiliates, promoteeach other. Currently, under a program we refer to as “cross-selling,” if a customer calls our{000011-999987 00196630.DOCX; 2} 48September 2012 Homewood (Canada)

Reservations Service and we are unable to find suitable accommodations in any hotel in theSystem (and the customer would otherwise terminate the phone call), we will try to find suitableaccommodations with System Hotels (or that of our affiliate). We may implement a commonplatform for the reservation programs of our various hotel systems, so that we can cross-sell thehotels of all our systems (and those of our affiliates).You must refer guests and customers, wherever reasonably possible, only to System Hotelsand (if and as we direct) Network Hotels. However, we can require you to participate inprograms designed to refer prospective customers to other hotels, whether in the System orotherwise). You must also display all material, including brochures and promotional material weprovide to System Hotels and Network Hotels; and allow advertising and promotion only ofSystem Hotels and Network Hotels on your hotel premises.You must also purchase computer terminal equipment and software compatible for use with theReservation Service. The computer equipment and software you purchase for OnQ® satisfiesthe requirement that you purchase computer equipment and software compatible with theReservation Service.14.4 Connectivity CenterBy December 31, 2013, all Homewood Suites hotels must have a Connectivity Center. Youmust obtain specified equipment, software and ongoing support from the approved supplier;currently, Uniguest. In the future, any of the products or services for the Connectivity Centermay be manufactured or provided by an approved supplier who is also our client or supplier.(See Note 11, Article 7.)14.5 GeneralBefore we permit you to proceed with your plans for construction or remodeling of the hotel, andany time you make changes that affect usability or access to your hotel, your architect or otherapplicable certified professional must certify to us that the hotel's plans and specificationscomply with all laws and applicable legal requirements related to accessibility/accommodations/facilities for those with disabilities, as further described in the Manual. Ifrequested, you must arrange for us and HWI to participate in all progress meetings during thedevelopment and construction of the hotel, to have access to all contract and constructiondocuments for the hotel and to have access to the hotel during reasonable business hours toinspect the hotel and its construction, completion, furnishing and equipment for conformity to thefinally-approved construction documents. However, we and HWI have no obligation toparticipate in progress meetings or to inspect the hotel. Our approval is not a representation ofthe adequacy of the plans and specifications, the structural integrity, or the sufficiency of themechanical and electrical systems for the hotel. When you complete construction of the hoteland before your hotel opens for business, your architect or general contractor must provide uswith a certificate stating that the as-built premises complies with all applicable legalrequirements relating to accessibility/accommodations/facilities for those with disabilities, asmay be further described in the Manual.During the term of the Franchise Agreement and any term extensions, we may require you tomake additional expenditures and investments to maintain your hotel in accordance with theSystem standards in the Franchise Agreement and the Manual and to remove any deficienciesin your hotel's operations.{000011-999987 00196630.DOCX; 2} 49September 2012 Homewood (Canada)

Except as stated above, we do not negotiate purchase arrangements with suppliers for thebenefit of franchisees. There are no purchasing or distribution cooperatives. We provide youwith no material benefits (such as license renewal or the grant of additional licenses) based onyour use of designated or permitted sources. Except as described above, we presently receiveno payments, discounts, rebates, credits or commissions from any supplier based on yourpurchases from that supplier.14.6 Restrictions on the Sale of Goods and ServicesWe do not impose any restrictions as to the customers to whom you may sell goods or services.In general, you must comply with our requirements as to the types and levels of services,amenities and products that either must or may be used, promoted or offered at or in connectionwith the hotel. You must comply with our requirements regarding Supplies (defined in Article 6),including our specifications for all Supplies and our policies regarding suppliers from whom youpurchase Supplies. High standards are the essence of the System we license to you.You must operate your hotel 24 hours a day every day, except as we may otherwise permitbased on special circumstances. You must operate, furnish, maintain and equip your hotel in aclean, safe and orderly manner and in first-class condition under the provisions of the FranchiseAgreement and the Manual, and in compliance with all applicable laws, enactments, orders andregulations applicable to the management and operation of the hotel or the performance of theterms of the Franchise Agreement, including maintaining and conducting your business usingsound business and financial practices. You must adopt, use and comply with the standards,requirements, services, products, programs, materials, specifications, policies, methods,procedures, and techniques in the Manual and keep your Manual current at all times. A copy ofthe Table of Contents of the Manual as of the date of this Disclosure Document is attached asExhibit I. You must also provide efficient, courteous and high-quality service to the public.You may not make any change in the number of approved guest Suites set forth in theAddendum to your Franchise Agreement or any other significant change (including majorchanges in structure, design or decor) in the hotel without our prior written approval. You maynot offer products or services unless and until they have been approved by us. Minorredecoration and minor structural changes that comply with our standards and specifications willnot be considered significant.We may periodically require you to modernize, rehabilitate and/or upgrade your hotel’s fixtures,equipment, furnishings, furniture, signs, computer hardware and software and relatedequipment, supplies and other items to meet the then current standards and specificationsspecified in the Manual. These standards will benefit the System as a whole. You must makethese changes at your sole cost and expense. You must also maintain acceptable productquality ratings at your hotel and maintain the hotel in accordance with the Manual. We maymake limited exceptions from some of those standards based on local conditions or specialcircumstances but we are not required to do so.There is no limit on our right to make changes to the System. We make changes to the Systembased on our assessment of the long-term best interests of System Hotels, considering theinterest of the System overall. You must comply with all changes we adopt. We may requirethat you purchase particular models or brands of merchandise for resale to be sold from thehotel from us or from a source we designate. (See Article 14){000011-999987 00196630.DOCX; 2} 50September 2012 Homewood (Canada)

You must participate in, and pay all charges related to, all guest frequency programs we or HWIrequire, including the Hilton HHonors Worldwide guest reward programs or any successorprograms. You must also honor the terms of any discount or promotional programs (includingany frequent guest program) that we or HWI offer to the public on your behalf, any room ratequoted to any guest at the time the guest makes an advance reservation, and any award guestcertificates issued to hotel guests participating in these programs.International Business Machines Corporation (IBM) and HWI have negotiated an agreement tobe used when HWI’s owned and/or managed properties provide IBM with meeting services (the“Base Agreement,” which will include an applicable Statement of Work or SOW (as defined inthe Base Agreement). (Because of the confidential and proprietary nature of the BaseAgreement, it is not attached to this Disclosure Document, but may be reviewed on a securewebsite. Please contact your HWI franchise developer to request information on how to accessthis secure website. You may also request us to provide you with a paper copy of the BaseAgreement.)We are currently offering you the opportunity to participate in this program with IBM. Theprogram is entirely voluntary. If you decide to participate in the IBM program, IBM will provideyou with the specific Statement of Work applicable to the event for which you may contract aspart of its proposal for the specific event. The Statement of Work will contain IBM's then-currentgeneral terms and its proposed specific terms, including pricing, for the event. You will thenhave the option to either agree or refuse to contract with IBM for the proposed event. If you signthe Statement of Work for such event, you agree to be bound by the Statement of Workapplicable to your event and the then-current Base Agreement.It will be a default under the Franchise Agreement if you materially breach the Base Agreementor any Statement of Work that you have agreed to. However, it will not be a default under theFranchise Agreement or Base Agreement for you to decline to contract with IBM for anyproposed event and the Statement of Work for that event.We may require you to offer amenities. The types and quality of the products and services thatsupplement these amenities must also comply with our requirements.You may not conduct or permit gaming or casino operations in the hotel or on the hotelpremises without our express written prior permission, which we may withhold at our solediscretion.Except as described in the following sentence, you may not conduct or permit the sale oftimeshares, vacation ownership, fractional ownership, condominiums or like schemes at oradjacent to your hotel without our written permission, you may do so only as we permit and wemay withhold permission at our sole discretion. You may conduct timeshare or condominiumsales or marketing at any property that you own or lease which is located adjacent to the hotelso long as you do not use any of the Marks in these sales efforts and you do not use the hotelor its facilities in these timeshare or condominium sales, marketing efforts or businessoperations.You may not share the business operations and your hotel facilities with any other hotel, inn,conference center, lodging facility or similar business without our express permission, which wemay withhold for any reason. You are not allowed to engage in any tenant-in-commonsyndication or transfer of any tenant-in-common interest in the hotel or the hotel site, other thana Transfer that is otherwise a Permitted Transfer, without our express permission, which we{000011-999987 00196630.DOCX; 2} 51September 2012 Homewood (Canada)

may withhold for any reason. If we permit you to share your business operation or engage in atenant-in-common syndication or transfer, you must comply with any terms that we require as acondition to our approval.ARTICLE 15REBATESAny profits, rebates, discounts or other allowances realized by the Franchisor in respect ofpurchases of made by the franchisee that are required by the franchisor are set out in Article 14.The revenues collected from rebates, administration fees and purchasing fees are primarilyused to offset the cost of establishing the purchasing programs and supporting the expenses ofHSM.ARTICLE 16TRADEMARKS AND COMMERCIAL SYMBOLS16.1 Trademark Use: Your Rights and ObligationsWe grant you a limited, nonexclusive right to use our System in the operation of a hotel at aspecified location under the licensed trademark “Homewood Suites by Hilton” (the “PrincipalMark”). As used in the Franchise Agreement and this Disclosure Document, the Systemincludes the Marks, including the Principal Mark “Homewood”. The Marks include the PrincipalMark and all other service marks, copyrights, trademarks, logos, insignia, emblems, symbols,and designs (whether registered or unregistered), slogans, distinguishing characteristics, tradenames, domain names, and all other marks or characteristics associated or used with or inconnection with the System, and similar intellectual property rights, that we designate to beused in the System.You may use the Marks only in connection with the System and only in the manner wedesignate, as set out in the Franchise Agreement and the Standards. We may designateadditional Marks, change the way Marks are depicted, or withdraw Marks from use at any time.We will not withdraw the Principal Mark. We reserve the right to limit what Marks the Brand ofhotel may use.Your hotel will be initially known by the trade name set forth in the Franchise Agreement (the“Trade Name”). We may change the Trade Name at any time, but we will not change thePrincipal Mark. You may not change the Trade Name without our specific written consent.You must operate under and prominently display the Marks in your hotel. You may not adoptany other names in operating your hotel that we do not approve. You also may not use any ofthe Marks, or the words “Homewood” or “Hilton,” or any similar word(s) or acronyms: (a) in yourcorporate, partnership, business or trade name except as we provide in the FranchiseAgreement or the Manual; (b) any Internet-related name (including a domain name), except aswe provide in the Franchise Agreement or in the Manual; or (c) any business operated separatefrom your hotel, including the name or identity of developments adjacent to or associated withyour hotel. Any unauthorized use of the Marks will be an infringement of our rights and amaterial breach of the Franchise Agreement.Under the terms of the Franchise Agreement, you acknowledge and agree that you are notacquiring the right to use any service marks, copyrights, trademarks, logos, designs, insignia,emblems, symbols, designs, slogans, distinguishing characteristics, trade names, domain{000011-999987 00196630.DOCX; 2} 52September 2012 Homewood (Canada)

names or other marks or characteristics owned by us or licensed to us that we do notspecifically designate to be used in the System. The Franchise Agreement does not grant youthe right to use any other marks owned by us or our affiliates.16.2 Registration and Ownership of the Trademarks and Other IntellectualPropertyOur affiliate HLT IP LLC (“Trademark Owner”) holds the rights to the Marks, including thetrademarks and service marks listed in the table below, which are registered in Canada.MarkRegistrationNumberRegistrationDateTrademarkOwnerFranchisor’sRights To UseMarkHOMEWOOD SUITES TMA368889 1990-05-25 HLT IP LLC LicenseHOMEWOOD SUITES & TMA385927 1991-06-21 HLT IP LLC LicenseDESIGNHOMEWOOD SUITES BY TMA706371 2008-02-01 HLT IP LLC LicenseHILTONHOMEWOOD SUITES BY TMA727145 2008-10-28 HLT IP LLC LicenseHILTON & DESIGNMAKE YOURSELF AT HOME TMA647201 2005-09-01 HLT IP LLC LicenseFAITES COMME CHEZ VOUS TMA660506 2006-03-08 HLT IP LLC LicenseSUITE START TMA727355 2008-10-29 HLT IP LLC LicenseTrademark Owner also holds the rights to the Marks listed in the table below, and has appliedfor registration of these Marks in Canada:MarkHOMEWOOD SUITES BYHILTON & DESIGNSTAY CONNECTED @HOMEWOOD SUITESSUITE ASSURANCEGUARANTEE & DESIGNApplicationNumberApplicationDateTrademarkOwnerFranchisor’sRights To UseMark1560465 2012-01-19 HLT IP LLC License1502909 2010-11-05 HLT IP LLC License1560287 2012-01-18 HLT IP LLC LicenseCurrently, there are no pending infringement, opposition or cancellation proceedings, nor anypending litigation involving the Marks that is material to their use by you in Canada. There areno infringing uses actually known to us that can materially affect your use of the Marks.We entered into a license agreement with Trademark Owner which grants us the right to use theMarks and other intellectual property in connection with the System in Canada. The term of theagreement between us and Trademark Owner continues indefinitely so long as each partycontinues to be an affiliate of HWI. Trademark Owner has certain enforcement rights if wedefault under the license agreement, including the right to terminate the license agreement if wefail to cure a default within the time period specified in the license agreement. Theseenforcement rights or any other rights of Trademark Owner to terminate the license agreement{000011-999987 00196630.DOCX; 2} 53September 2012 Homewood (Canada)

will not affect your right to use the intellectual property assets licensed to you under theFranchise Agreement as long as you are in good standing under the Franchise Agreement. TheMarks may be transferred to another affiliate for administrative purposes periodically, and wewill continue to have a license to use the Marks in connection with our franchise business.16.3 Protection of the MarksWe have the right to control any administrative proceedings or litigation involving a Marklicensed by us to you. We will have the sole right and responsibility to handle disputes with thirdparties concerning use of the Marks or the System. The protection of the Marks and theirdistinguishing characteristics as standing for the System is important to all of us. For thisreason, you must immediately notify us of any infringement of or challenge to your use of any ofthe Marks. You may not communicate with any other person regarding any such infringement,challenge or claim. We will take the action we consider appropriate with respect to suchchallenges and claims and only we have the right to handle disputes concerning the Marks orthe System. You must fully cooperate with us in these matters. Under the terms of the FranchiseAgreement, you appoint us as your exclusive attorney-in-fact, to defend and/or settle alldisputes of this type. You must sign any documents we believe are necessary to obtainprotection for the Marks and the System and assign to us any claims you may have related tothese matters. Our decision as to the prosecution, defense and settlement of the dispute will befinal. All recoveries made as a result of disputes with third parties regarding the System or theMarks will be for our benefit or that of the Trademark Owner.ARTICLE 17LICENSES, PERMITS AND AUTHORIZATIONSBelow is a description of every license, registration, authorization or other permission that youare required to obtain, under any applicable federal or provincial law or municipal by-law, tooperate the hotel in Ontario, New Brunswick and Manitoba. You must obtain any licenses,registrations, authorisations or permissions required under national or provincial law ormunicipal by-law or other local authority to operate the franchised hotel before operating thefranchised hotel. Accordingly, you should make inquiries to determine whether such licences,registrations, authorizations or other permissions are required.Federal Government Business Number:The Business Number is a single number for businesses to deal with the federal government,and can encompass one or more of the following accounts: goods and services or harmonizedtaxes, payroll deductions, import/export duties and corporate income tax. There is no fee for aBusiness Number. Contact the Canada Revenue Agency (“CRA”) for more information.Harmonized Sales Tax:The federal government of Canada and the provincial government of Ontario and NewBrunswick have harmonized the federal goods and services tax (“GST”) and their respectiveprovincial sales taxes (“PST”) to create a combined federal and provincial harmonized sales tax(“HST”). Businesses in Ontario and New Brunswick must obtain a Business Number in order toregister with the CRA for HST. There is no fee for either registration. You may obtain moreinformation from the CRA, or provincial retail sales tax offices, which are listed in the blue pagesof the telephone directory. More information on transitional tax issues in Ontario is available at:{000011-999987 00196630.DOCX; 2} 54September 2012 Homewood (Canada)

http://www.rev.gov.on.ca/en/taxchange/. More information on HST and GST is available athttp://www.cra-arc.gc.ca/tx/bsnss/tpcs/gst-tps/menu-eng.html.Retail Sales Tax (Manitoba):Under the Manitoba Retail Sales Tax Act, retail sales tax is collected on most goods and certainservices sold for the purpose of consumption or use and not for resale, calculated on the sellingprice before GST is applied. Currently, the general tax rate is 7%, charged at the point of sale.You may contact the General Office of the Manitoba Department of Finance – Taxation Divisionat 1-800-564-9789 to register for the RST.Municipal Permits and Licenses:Each municipal government in the provinces of Ontario, New Brunswick and Manitoba has theauthority to issue its own business licenses within its jurisdiction. Since there is no uniformitythroughout the province regarding municipal licenses for businesses, you should consult withthe appropriate local officials to determine whether the hotel will be affected by local regulationsand licensing requirements. By way of example, you may be required to obtain permits relatingto building codes, boarding and occupancy permits, heating, ventilation and air conditioning(“HVAC”), signage, innkeepers licenses, elevator licenses, electrical, mechanical and plumbing.Businesses must also meet the zoning by-laws that control property uses in their municipality.Contacts for local governments are in the blue pages of the telephone directory under municipalgovernment.Register with Workplace Safety & Insurance Board (WSIB):Most industries in Ontario are covered by the Workplace Safety & Insurance Act. Employersmust pay into the insurance fund of the WSIB through payroll assessments. You can obtain aregistration kit, which includes information on assessments, coverage, accident reportingrequirements and appeals procedures, by contacting the nearest WSIB office. You mustcontact the WSIB within 10 days of hiring your first worker.Employer Health Tax (EHT):The Ontario Ministry of Health administers a comprehensive government plan of healthinsurance for Ontario residents. Unless exempted, all employers with a permanentestablishment in Ontario must register for the EHT. Employers with an annual payroll of lessthan $400,000 are exempted from the EHT. Employers operating a business in Ontario, withannual payrolls in excess of $400,000, must pay the EHT either monthly or annually based ontotal calendar year of gross payroll. Call the Ontario Ministry of Finance Information Centre at1-800-263-7965 for more information.Health and Post-Secondary Education Tax Levy (Manitoba):The Manitoba Department of Finance administers the collection of a Health and Post-SecondaryEducation Tax Levy (“HE Levy”). Employers with a permanent establishment in Manitoba thatpay remuneration to employees in Manitoba are subject to the HE Levy. Employers may registerat https://taxcess.gov.mb.ca/. Contact the Manitoba Department of Finance – Taxation Divisionat 1-800-564-9789 for more information.{000011-999987 00196630.DOCX; 2} 55September 2012 Homewood (Canada)

Waste Diversion:Legislation in Ontario has been enacted to provide for the development, funding and operationof waste diversion programs. The Ontario government has created a body called StewardshipOntario that will ensure that certain companies that introduce packaging and printed materialsinto the Ontario consumer marketplace share in the funding of blue box recycling programs.Under the Stewardship Ontario program, you may be obligated to register and/or pay as“stewards” for all of the residential blue box waste distributed into the marketplace depending oncertain mandated criteria, such as sales thresholds, and waste threshold exemptions. You maycontact Stewardship Ontario at www.stewardshipontario.com for more information.Liquor Licence (Ontario):If you operate a facility that serves alcohol, you must obtain a liquor licence from the Alcoholand Gaming Commission of Ontario. In order to receive a liquor licence, you must ensure thatthe licensed premises are supervised by someone with 3-months experience in the food andbeverage industry. Applicants will also require a Vendor’s Permit from the Ministry of Finance tooperate the establishment which can be acquired by contacting the Retail Sales Tax Office. Aliquor licence generally will take 6 to 8 weeks to obtain, but the granting of a liquor licence is atthe discretion of the Liquor Licence Board of Ontario. The Licensing Board conducts abackground check on each applicant, and its owners. To obtain an application guide for a newliquor licence, contact the Alcohol and Gaming Commission’s Liquor Sales Licensing office at(416) 326-0450 or http://www.agco.on.ca/en/b.alcohol/b.alcohol.html.Liquor Licence (New Brunswick):If you operate a facility that serves alcohol, you must obtain a liquor licence from theDepartment of Public Safety, pursuant to New Brunswick’s Liquor Control Act. There aredifferent types of liquor licences available, depending on the nature of the business. You canfind more information about the different types of liquor licences, associated fees andapplication forms, online at http://www.gnb.ca/0276/liquor/index-e.asp.Liquor Licence (Manitoba):If you operate a facility that serves alcohol, you must obtain a liquor licence from the ManitobaLiquor Control Commission. There are different types of liquor licences available, depending onthe nature of the business. On average, it takes 6 to 8 weeks to get a liquor licence in Manitoba.Before obtaining a liquor licence, the property must be properly zoned and community approvalmust be given for the intended use. A liquor licence cannot be issued without the prior approvalof all government departments, including zoning, building code, health and fire. To obtain anapplication guide, contact the Manitoba Liquor Control Commission Licensing Department at204-474-5630 or http://www.mlcc.mb.ca/e/home-en.WorkSafeNB (New Brunswick):Employers having 3 or more workers are required to register for coverage with WorkSafeNB,which administers no-fault workplace accident and disability insurance for employers and theirworkers, funded through employer assessments. You may complete an application online athttp://www.worksafenb.ca/index_e.asp or by calling 1-800-222-9775.{000011-999987 00196630.DOCX; 2} 56September 2012 Homewood (Canada)

Workers Compensation Board (Manitoba):Employers having employees in Manitoba may be required to register for coverage with theWorker’s Compensation Board of Manitoba (“WCB”) pursuant to the Workers CompensationAct. To determine eligibility and/or to register for coverage, contact the WCB at 1-800-362-3340or visit http://www.wcb.mb.ca/purchase-wcb-coverage.Individual municipalities may have additional licensing requirements which you must satisfy.Due to the large number of municipalities in Manitoba, Ontario, New Brunswick, and PrinceEdward Island, we do not provide specific information for each municipality. You must identifyand obtain the licenses required by the municipality in which the franchised hotel will be located.ARTICLE 18PERSONAL PARTICIPATION IN THE FRANCHISED BUSINESS, INCLUDINGSECURITY INTERESTS AND PERSONAL GUARANTIESWhether you are an individual, corporation, limited liability company, partnership or other entity,you are at all times responsible for the management of your hotel’s business. You may fulfill thisresponsibility only by providing (i) qualified and experienced management satisfactory to us,which may be a third party management company the “Management Company”), and (ii) ageneral manager (the “General Manager”), satisfactory to us (collectively, the “Management”),which we have approved in writing. However, you may not enter into any lease, managementagreement or other similar arrangement for the operation of your hotel or any part of your hotelwith any person or entity without first obtaining our written consent. To be approved by us as theoperator of the hotel, we must consider you, any proposed Management Company and anyproposed General Manager to be qualified to manage the hotel. We may refuse to approve you,any proposed Management Company or any proposed General Manager which, in ourreasonable business judgment, is inexperienced or unqualified in managerial skills or operatingcapacity or capability, or is unable to adhere fully to the obligations and requirements of theFranchise Agreement. We reserve the right to not approve a Competitor (defined below), or anyentity that is the exclusive manager for a Competitor through itself or an affiliate, to manageyour hotel. If your Management Company becomes a Competitor, or if in our sole judgmentyour Management Company or General Manager becomes unsuitable to manage your hotel,you will have 90 days to retain a qualified substitute Management Company or GeneralManager that we approve.A "Competitor" means any individual or entity that at any time during the term, whether directlyor through an affiliate, owns in whole or in part or is the licensor or franchisor of a CompetingBrand, irrespective of the number of hotels owned, licensed or franchised by the Competitorunder such brand name. A Competitor does not include an individual or entity that (i) is afranchisee of a Competing Brand; (ii) manages a Competing Brand hotel, so long as theindividual or entity is not the exclusive manager of the Competing Brand; or (iii) owns a minorityinterest in a Competing Brand, so long as neither that individual or entity nor any of its affiliatesis an officer, director, or employee of the Competing Brand, provides services (including as aconsultant) to the Competing Brand, or exercises, or has the right to exercise, control over thebusiness decisions of the Competing Brand. A “Competing Brand” means a hotel brand ortrade name that, in our sole business judgment, competes with the System or any System Hotelor Network Hotel.Any Management Company or General Manager must have the authority to perform all of yourobligations under the Franchise Agreement, including all indemnity and insurance obligations.{000011-999987 00196630.DOCX; 2} 57September 2012 Homewood (Canada)

After we approve the Management Company as Management, we must then approve theindividual who will serve as your General Manager. We require the General Manager and otherpersonnel, such as your Director of Sales, to attend our training programs. (See Article 11)We may determine that you are not qualified to operate the hotel, and if so, we will require youto retain a Management Company to operate the hotel. Your Management Company must beapproved by us.We do not require you or your manager to sign an agreement not to compete with us aftertermination of this agreement. However, you may not engage, directly or indirectly, in any crossmarketingor cross-promotion of your hotel with any other hotel, motel or related businesswithout our prior written consent, except for Network Hotels. You must not copy or disclose anyconfidential or proprietary materials.After a review of the financial information submitted with your Franchise Application and theproposed ownership of the hotel and real property, we determine guaranty requirements. Eachrequired guarantor, who may include the spouse of a participant in the franchise, must sign aGuaranty, by which the guarantor assumes and agrees to discharge all of the Franchisee'sobligations under the Franchise Agreement. In addition, we may require you to provide aGuaranty if you or any Equity Owner (as defined in the Franchise Agreement) pledge ormortgage the hotel or an Equity Interest (as defined in the Franchise Agreement) for a loan thatis made to other borrowers, cross-defaulted to other loans, secured by any other hotel(s) or realestate, and/or is not for the direct benefit of the hotel. If we send you a written notice of default,we may also require you to provide a Guaranty from a third party acceptable to us covering allof your obligations under the Franchise Agreement. If the guarantor is a resident of Alberta, acertificate under the Guarantees Acknowledgement Act will need to be completed. A samplecertificate is attached to our current form of Guaranty, which is attached as Exhibit D.We do not generally require that franchisees grant us a security interest in its assets; however, ifwe offer you an Incentive as described in Article 10, we may require a security interest in certainof your assets as a condition of the Incentive.We do not require that your manager have an equity interest in your business.ARTICLE 19TERRITORYWe grant you a non-exclusive license to operate a Brand hotel during the term of the FranchiseAgreement at a specified location. There are no provisions in the standard FranchiseAgreement granting you a protected area or territory. You may face competition from otherlicenses, from hotels that we or our affiliates own, manage or franchise, or from other channelsof distribution or competitive brands that we or our affiliates control. The standard FranchiseAgreement permits us or the Entities, to own, license or operate any other business of anynature ("Other Businesses"), whether in the lodging or hospitality industry or not and whetherunder the Brand, or a competitive brand, or otherwise. We and the Entities have the right toengage in any Other Businesses, even if they compete with your hotel, the System, or theBrand, and whether we or the Entities start those businesses, or purchase, merge with, acquire,are acquired by, come under common ownership with or associate with, the Other Businesses.We may also: (a) modify the System by adding, altering or deleting elements of the System; (b)use or license to others all or part of the System; (c) use the facilities, programs, services and/orpersonnel used in connection with the System in Other Businesses; and (d) use the System, the{000011-999987 00196630.DOCX; 2} 58September 2012 Homewood (Canada)

Brand, and the Marks, in the Other Businesses. You acknowledge and agree that you have norights other than the non-exclusive right to use the System in operating a Brand hotel at the sitelicensed and subject to the terms under the Franchise Agreement and that you will not makeany claims, demands or damages arising from or related to any of these activities, which will notgive rise to any liability on our part, including but not limited to liability for claims for unfaircompetition, breach of contract, breach of any applicable implied covenant of good faith and fairdealing, or divided loyalty. The Entities means our present or future Affiliates and direct orindirect owners. “Other Businesses” means any business activity we or the Entities engage inother than the licensing of your hotel.We may, however, agree to give you certain specific territorial restrictions (the "Restricted AreaProvision") for an area surrounding the franchised hotel and encompassing the immediatecompetitive market for the hotel as may be agreed on by the parties (the “Restricted Area”). Ifwe agree to give you a Restricted Area Provision for your New Development or Conversion, itwill normally be for an agreed-on time period, which is shorter than the term of the FranchiseAgreement (the “Restrictive Period”). We will not normally grant a Restricted Area Provision fora Change of Ownership or Re-licensing, although we will occasionally do so under certainunique circumstances. The following discussion applies where we have agreed to give you aRestricted Area Provision in your Franchise Agreement:1. Restricted Area. The boundaries of the Restricted Area will normally depend on therelevant market in the immediate area and competitive circumstances in the relevant market atthe time you sign the Franchise Agreement. The boundaries will vary in size and shape fromhotel to hotel. Boundaries will not be delineated according to any standard formula, but may bedelineated in various ways, including references to cities, metropolitan areas, counties or otherpolitical subdivisions, references to streets or highways, or references to an area encompassedwithin a radius of specified distance from the front door of the hotel.2. Restricted Area Provision. The Restricted Area Provision will typically restrict us, andthe Entities from operating, or authorizing someone else to operate, another System Hotelunder the Brand during the Restrictive Period and within the Restricted Area (except asdescribed in Paragraph 3 below).3. Exclusions from the Restricted Area Provision. The Restricted Area Provision willgenerally not apply to any products, services or businesses (other than a hotel or motel underthe Brand within the Restricted Area during the specified period), whether now or laterconstructed, owned, operated, managed, leased, franchised or licensed by us or an Entity orany successors to such entities (by purchase, merger, acquisition or otherwise), including, butnot limited to, the following: (a) any non-System-branded hotels, motels or inns of any kind,including without limitation, any that contain “Hilton” or “by Hilton” in the name; (b) except asexpressly provided for in any Restricted Area Provision, any other hotel under the “HomewoodSuites by Hilton” brand name, including any Homewood Suites by Hilton hotel, any extendedstay hotels or any other successor product under the “Homewood Suites by Hilton” or any otherbrand name, any full-service, limited-service or all suites hotels under the “Homewood Suites byHilton” or any other brand name (c) any shared ownership properties commonly known as"vacation ownership" or "time-share ownership" or similar real estate properties; (d) anygaming-oriented hotels or facilities; and (e) any hotel or hotels which are members of a chain orgroup of hotels (provided that such chain or group has or contains a minimum of four or morehotels in operation), all or substantially all (but in no event less than four hotels) of which are (ina single transaction with a single seller or transferor) after the date of this Disclosure Document,owned, operated, acquired, leased, managed, franchised or licensed by, or merged with, any{000011-999987 00196630.DOCX; 2} 59September 2012 Homewood (Canada)

entity acquired by, or merged with, or joined through a marketing agreement with, us, HWI orany of our affiliates (or the operation of which is transferred to us or an Entity, including anyother Network hotels).4. Restrictive Period. The Restrictive Period will normally be for an agreed-on timeperiod. Generally, this period will be shorter than the term of the Franchise Agreement, usuallytied to a specified number of years from the date of your Franchise Application was approved.In some cases, the Restrictive Period may reduce in geographic scope after an agreed-on timeperiod. The continuation of the Restrictive Period will not depend on your achieving anyparticular sales volume or market penetration. An increase in population in the Restrictive Areawill not affect it and there are no other circumstances when your Restrictive Area may bealtered. Historically, we have extended the Restrictive Period for the full term of the FranchiseAgreement; however we do not intend to do so in the future.IMPORTANT NOTES: A Restricted Area Provision will not give you protection from previouslyexisting hotels owned, managed or licensed by us or an Entity or their predecessors, or anyhotel site for which we or one of our affiliates or its predecessor have approved a FranchiseApplication and/or signed a Franchise Agreement. In addition, a Restricted Area Provision willnot give you protection from any replacement hotel that replaces or will replace another suchexisting hotel or hotel site.There may currently be franchised or company-owned or managed hotels operating under oneor more of the Hilton Worldwide Brands situated in or near your area. We and HWI mayestablish new franchised, company-owned or company-managed hotels operating under one ormore of these brands in or near your area.Guest lodging properties operating through us, our affiliates and affiliates of Blackstone maycurrently or in the future be located in the market area of HWI’s affiliates. Some of our businessactivities in the lodging industry and related businesses, and those of our affiliates and ofBlackstone and its affiliates, may be competitive with your hotel and the System. We and/or ouraffiliates and/or Blackstone and/or its affiliates may own, operate, franchise, license, acquire orestablish, or serve as franchisee for, competitive guest lodging facilities or networks anywhere,including but not limited to use of a Hilton Worldwide Brand name alone or coupled with thedesignation “by Hilton”. We and/or our affiliates and/or Blackstone’s affiliates and/or funds mayalso furnish services, products, advice and support to guest lodging facilities, networks,properties or concepts located anywhere, in any manner we, Blackstone or our respectiveaffiliates determine. If your Franchise Agreement includes a Restricted Area Provision, it willonly limit us or our affiliates from establishing a hotel under the Brand within the RestrictedArea. We and/or any of our affiliates may be sold to or otherwise acquired by an existingcompetitor or newly formed entity which itself has established or may establish competitiveguest lodging facilities located anywhere. We and/or our affiliates may render services to hotelsowned, managed, operated, franchised and/or licensed by Blackstone and/or its affiliates orfunds. Further, we and/or our affiliates and/or Blackstone and/or its affiliates may purchase,merge, acquire, or affiliate in any other way with any franchised or non-franchised network orchain of guest lodging facilities or any other business operating guest lodging facilitiesregardless of the location of that network, chain or other business’s facilities and that followingsuch activity we may operate, franchise or license those other facilities under any names ormarks anywhere regardless of the location of those businesses and/or facilities.5. Proximity Policies. Except as otherwise noted in this Article 19 and elsewhere in thisDisclosure Document, we do not have any policies which related to the proximity of your System{000011-999987 00196630.DOCX; 2} 60September 2012 Homewood (Canada)

Hotel to such things as: (a) another System Hotel; (b) any other distributor or licensee using ourMarks; (c) a business or franchise owned or operated by us or our associate or affiliate thatdistributes similar goods or services under a different trademark, service mark, trade name, logoor advertising or other commercial symbol; (d) a franchise granted by us or our associate oraffiliate that distributes similar goods or services to those under a different trademark, servicemark, trade name, logo or advertising or other commercial symbol; (e) our outlet which may beestablished to distribute similar products or service under a different trademark, service mark,trade name or logo; or (f) our rights to conduct internet sales, telephone sales, catalogue salesor other forms of distance sales.We do not permit the relocation of franchised hotels.20.1 Existing FranchiseesARTICLE 20INFORMATION ON OTHER FRANCHISEESAll of the franchisees currently operating Homewood Suites by Hilton hotels in Canada and theUS are listed in Exhibit E. Included in this list are all of the franchisees currently operating inOntario, Alberta, Prince Edward Island, Manitoba, New Brunswick and Nova Scotia.20.2 Franchise Closures – Last Fiscal YearExhibit F is a list of the names, last known address and telephone numbers of each franchisee(including franchisees in Ontario, Alberta, Prince Edward Island, New Brunswick and NovaScotia, if any) who operated a franchise of the type being offered that has been terminated,cancelled, not renewed, reacquired or otherwise left the system during 2011.20.3 Franchise Closures – Last Three Fiscal YearsThe following chart lists information on franchisees in the franchisor’s total operating area whichhave been terminated, cancelled, not renewed, reacquired by the franchisor or have otherwiseleft the system in fiscal years 2009 through 2011.Location Year Outlets atStart ofYearUnitedStatesTable No. 1Status of Franchised OutletsFor Years 2009 to 2011OutletsOpenedTerminationsNon-RenewalsReacquiredbyFranchisorCeasedOperations -OtherReasonsOutlets atEnd ofYear2009 249 28 0 0 0 0 2772010 277 18 1 0 0 0 2942011 294 5 0 0 0 0 299Canada 2009 8 0 0 0 0 0 82010 8 1 0 0 0 0 92011 9 1 0 0 0 0 10Total 2009 257 28 0 0 0 0 2852010 285 19 1 0 0 0 3032011 303 6 0 0 0 0 309{000011-999987 00196630.DOCX; 2} 61September 2012 Homewood (Canada)

Location Year Outlets atStart ofYearTable No. 2Status of Company-Owned OutletsFor Years 2009 to 2011OutletsOpenedOutlets Reacquiredfrom FranchiseeOutletsClosedOutlets Sold toFranchiseeOutlets atEnd ofYearUnited States 2009 0 0 0 0 0 02010 0 0 0 0 0 02011 0 0 0 0 0 0Canada 2009 0 0 0 0 0 02010 0 0 0 0 0 02011 0 0 0 0 0 0Total 2009 0 0 0 0 0 02010 0 0 0 0 0 02011 0 0 0 0 0 0ARTICLE 21AGREEMENTS RELATING TO THE FRANCHISEThe following contracts are attached and made a part of this Disclosure Document:Exhibit AExhibit BExhibit CExhibit DExhibit GFranchise Agreement (with Addendum)Computer System Agreement (HITS Agreement)Franchise ApplicationGuaranty of Franchise AgreementVoluntary Termination AgreementThese exhibits are SAMPLES ONLY and are not for signature. These documents are notexhaustive and may vary significantly from province to province and from transaction totransaction.ARTICLE 22TERMINATION, RENEWAL AND TRANSFERThe following chart summarizes the provisions in the Franchise Agreement and relatedagreements dealing with the termination of the franchise. These summaries are presented inplain language and do not affect, replace or supersede the cited provisions in the relevantagreement. Where indicated in the Franchise Agreement, we may unilaterally amend certainterms or conditions of the Franchise Agreement.22.1 TerminationDocument Section SummaryFranchiseAgreement11.1 You must immediately inform us of any proposed taking of any portion ofthe hotel by eminent domain, and we may terminate the FranchiseAgreement on notice to you, and will release you from the obligation topay Liquidated Damages.{000011-999987 00196630.DOCX; 2} 62September 2012 Homewood (Canada)

Document Section SummaryFranchiseAgreement11.2. You must notify us if the hotel is damaged by fire or other casualty. If thecasualty requires closing of the hotel, you may choose to repair orrebuilding according to Standards, not later than 18 months after theclosing. If you elect not to repair or rebuild the hotel after a condemnationor casualty to the hotel, we may terminate the franchise agreement onnotice to you. We will release you from the obligation to pay LiquidatedDamages as long as you and your Affiliates do not operate a hotel at theFranchiseAgreementFranchiseAgreementsite within 3 years after the termination.14.1 We may terminate the Franchise Agreement by written notice to you atany time before its expiration on any of the following grounds: (1)you fail topay us any sums due and owing to us or the Entities within the cure periodin the notice (at least 10 days); (2) you fail to comply with any provision ofthis Agreement, the Manual or any System Standard and do not cure thatdefault within the cure period in the notice (at least 30 days); or (3) you donot purchase or maintain required insurance or do not reimburse us for ourpurchase of insurance on your behalf within the cure period in the notice(at least 10 days).14.2 We may terminate the Franchise Agreement immediately on notice to you,without give you any opportunity to cure the default if: (1) after curing anymaterial breach, you engage in the same non-compliance within anyconsecutive 24 month period, whether or not the non-compliance iscorrected after notice, which pattern of non-compliance in and of itself willbe deemed material; (2) we send you 3 notices of material default in any12-month period, regardless of whether the defaults have been cured;(3) you or any Guarantor fail to pay debts as they become due or admit inwriting your inability to pay your debts or you make a general assignmentfor the benefit of your creditors; (4) you file a voluntary petition inbankruptcy or any pleading seeking any reorganization, liquidation, ordissolution under any law, or you admit or fail to contest the materialallegations of any such pleading filed against you or the hotel, and theaction results in the entry of an order for relief against you under theBankruptcy Code, the adjudication of you as insolvent, or the abatement ofthe claims of creditors of you or the hotel under any law; or you have anorder entered against you appointing a receiver for the hotel or asubstantial part of your or the hotel’s assets; or you make an assignmentfor the benefit of creditors, or similar disposition of the assets of the hotel;(5) you lose possession or the right to possession of all or a significantpart of the hotel or hotel Site, whether through foreclosure, foreclosure ofany lien, trust deed, or mortgage, loss of lease, or for any other reason;(6) you fail to operate the hotel for 5 consecutive days, unless the failure tooperate is due to fire, flood, earthquake or similar causes beyond yourcontrol, provided that you have taken reasonable steps to minimize theimpact of such events; (7) you contest in any court or proceeding ourownership of the System or any part of the System or the validity of any ofthe Marks; (8) you or any Equity Owners with a controlling Equity Interestare or have been convicted of a felony or any other offense or conduct, ifwe determine in our business judgment it is likely to adversely reflect uponor affect the hotel, the System, us and/or any Entity; (9) you concealrevenues, maintain false books and records of accounts, submit falsereports or information to us or otherwise attempt to defraud us; (10) you oryour affiliate become a Competitor without our prior written consent;(11) you Transfer any interest in yourself, the Franchise Agreement, thehotel or the hotel Site, other than in compliance with the FranchiseAgreement; (12) you or a Guarantor become a Specially DesignatedNational or Restricted or Blocked Person or are owned or controlled by a{000011-999987 00196630.DOCX; 2} 63September 2012 Homewood (Canada)

Document Section SummarySpecially Designated National or Restricted or Blocked Person orotherwise breach the representations in the Franchise Agreement;(13) information involving you or your affiliates, whether provided by you orobtained through our own investigation, discloses facts concerning you oryour affiliates, including your or your affiliates’ respective officers,directors, shareholders, partners or members, and/or the hotel, or title tothe property over which the hotel is constructed or any other property usedby the hotel, including leased commercial space, which, in our businessjudgment, is likely to adversely reflect upon or affect in any manner, anygaming licenses or permits held by the Entities or the then current statureof any of the Entities with any gaming commission, board, or similargovernmental or regulatory agency, or the reputation or business of any ofthe Entities; (14) any Guarantor breaches its guaranty to us; or (15) athreat or danger to public health or safety results from the construction,maintenance, or operation of the hotel.FranchiseAgreementFranchiseAgreement14.3 If you fail to cure within the specified cure period, we may delaytermination but suspend the hotel from the Reservation Service and anyreservation and/or website services provided through or by us, and divertreservations for your hotel to any System or Network hotels; remove thelisting of the hotel from any directories or advertising we publish; disableall or any part of the software provided to you and/or suspend any one ormore of the information technology and/or network services that weprovide or support; and charge you for costs related to suspending ordisabling your right to use any software systems or technology weprovided to you, together with intervention or administrative fees.14.4 If the franchise agreement terminates before the expiration date set forthin the Agreement you will pay us Liquidated Damages.Liquidated damages for post-opening premature termination are $3,600for each authorized guest room if we terminate the Franchise Agreementbefore the 2 nd anniversary of the Opening Date. If we terminate theFranchise Agreement after the 2 nd anniversary but before the 5 thanniversary, you will owe us an amount equal to the sum of the MonthlyRoyalty Fees due to us for the previous 24 months, divided by 24, andmultiplied by 60. If we terminate the Franchise Agreement within 60months of the Expiration Date of the Term, you will owe us an amountequal to the sum of the Monthly Royalty Fees due to us for the previous 24months, divided by 24, and multiplied by the number of months remainingin the Term.Liquidated damages for unauthorized opening are $5,000 per day thatyour hotel is open without our written authorization to open, plus our costs,including attorneys’ fees.FranchiseAgreementLiquidated damages for pre-opening premature termination is $3,000 foreach authorized guest room if we terminate the Franchise Agreementbefore you open because you default or because you terminate theFranchise Agreement without cause, or if we terminate the FranchiseAgreement and you or any Guarantor enter into an agreement for or beginconstruction of a Competitor Brand within 1 year after termination.14.5 You are not authorized to terminate the Franchise Agreement beforeexpiration of the Term. If you unilaterally terminate the FranchiseAgreement without cause, it is a material breach of the FranchiseAgreement, and you must pay to us, on demand, Liquidated Damages, orwe may seek to recover actual damages in certain circumstances.{000011-999987 00196630.DOCX; 2} 64September 2012 Homewood (Canada)

Document Section SummaryFranchiseAgreement14.6 On termination or expiration of the Agreement you must immediately:(1) pay all sums due and owing to us or any of the Entities, includingliquidated damages and any expenses incurred by us in obtaininginjunctive relief for the enforcement of this Agreement; (2) cease operatingthe hotel as a System hotel and cease using the System; (3) cease usingthe Marks, the Trade Name, and any confusingly similar names, marks,trade dress systems, insignia, symbols, or other rights, procedures, andmethods; deliver all goods and materials containing the Marks to us; makeany specified changes to the location as we may reasonably require forthis purpose, which will include removal of the signs, custom decorations,and promotional materials. (4) cease representing yourself as then orformerly a System hotel or affiliated with the Licensed Brand or theNetwork; (5) return all copies of the Manual and any other ProprietaryInformation to us; (6) cancel all assumed name or equivalent registrationsrelating to your use of any Mark, notify the telephone company and alllisting agencies and directory publishers including Internet domain namegranting authorities, Internet service providers, global distribution systems,and web search engines of the termination or expiration of your right touse the Marks, the Trade Name, and any telephone number, anyclassified or other telephone directory listings, Internet domain names,uniform resource locators, website names, electronic mail addresses andsearch engine metatags and keywords associated with the hotel, andauthorize their transfer to us; and (7) irrevocably assign and transfer to us(or to our designee) all of your right, title and interest in any domain namelistings and registrations that contain any reference to our Marks, System,Network or Licensed Brand; notify the applicable domain name registrarsof the termination of your right to use any domain name or Sitesassociated with the Marks or the Licensed Brand; and authorize andinstruct the cancellation of the domain name, or transfer of the domainname to us (or our designee), as we specify; delete all references to ourMarks, System, Network or Licensed Brand from any Sites you own,maintain or operate beyond the expiration or termination of the FranchiseHITSAgreementHITSAgreementHITSAgreementHITSAgreementFranchiseApplicationVoluntaryTerminationAgreement5(a)5(b)5(c)5(e)N/AN/AAgreement.We can terminate the HITS Agreement if we terminate the FranchiseAgreement or any other agreement that allows you to operate the hotel,and you have no right to cure once the Franchise Agreement terminates.We can terminate the HITS Agreement if you default and fail to cure yourdefault within 10 days after notice from us.You will be deemed in default if you fail to pay us or breach any othermaterial provision of the HITS Agreement.On termination you must stop using our software and related documents,return all copies to us, and certify to us that you have done so.On default, instead of terminating, we may institute an interim remedy, asdescribed above in the summary of Section 14.1 of the FranchiseAgreement.The Franchise Application Fee submitted with the Franchise Application isnon-refundable on our approval of the Franchise Application. If we do notapprove the Franchise Application, we will retain $7,500 and return thebalance of the Franchise Application Fee to you, without interest.The parties may agree to terminate the Franchise Agreement.{000011-999987 00196630.DOCX; 2} 65September 2012 Homewood (Canada)

22.2 RenewalThe following chart summarizes the provisions in the Franchise Agreement and the OtherAgreements dealing with the renewal of the franchise. These summaries are presented in plainlanguage and do not affect, replace or supersede the cited provisions in the relevant agreement.Document Section SummaryFranchise 3 The Franchise Agreement is non-renewable.AgreementHITSAgreement8(f) The HITS Agreement automatically renews after the initial 3 year term foradditional 3 year terms unless we notify you otherwise.22.3 TransferThe following chart summarizes the provisions in the Franchise Agreement and the OtherAgreements dealing with the transfer of the franchise. These summaries are presented in plainlanguage and do not affect, replace or supersede the cited provisions in the relevant agreement.Document Section SummaryFranchise 13.1 There are no restrictions on our right to assign or transfer.AgreementFranchiseAgreement13.2.1 Any sale, lease, assignment, spin-off, transfer, or other conveyance of adirect or indirect legal or beneficial interest, including a transfer of aninterest the hotel, the Franchise Agreement, the site on which the hotel islocated or any direct or indirect Equity Interest (as defined in the FranchiseAgreement). You must give written notice and obtain our consent for alltransfers unless the transfer does not result in a change of control of you,the hotel or the hotel site and (1) the interests are privately-held, andimmediately after the transaction, the transferee will own less than 25% ofthe equity Interest in you; or (2) the equity interests are publicly traded; or(3) the equity interests are in controlled fund entities. You may nottransfer to any Specially Designated National, Restricted or BlockedFranchiseAgreementFranchiseAgreementPerson or a Competitor.13.2.2 Permitted Transfers: you must give 60 days’ written notice, obtain ourconsent, follow our then-current procedure for processing PermittedTransfers; sign documents required by us, and pay a processing fee for allTransfers to Affiliates, family member or trust; on death, and privately-heldequity interests if no more than 25% of equity interests changes hands.13.2.3 Change of Control: you must give 60 days’ written notice and provideany information we may require in order consent to the Transfer, pay aprocessing fee of $5,000; not be in default; pay all amount due to us andthe Entities through Closing; execute our then-current form of voluntarytermination agreement, including a general release; conclude any suit,action or proceeding that is pending or threatened against you, us or anyEntity with respect to the Hotel, or provide adequate security; proposedtransferee meets our then-current business requirements for newfranchisees, including credit, background investigation, operationsexperience, prior business dealings, and other relevant factors; proposedtransferee submits a Change of Ownership Franchise Application, paysour then-current Franchise Application Fee, signs our then-current form ofFranchise Agreement and agrees to our request for upgrades to the hotel(which may include payment of a PIP fee); and the transferee’s guarantorssign our then-current form of guaranty of Franchise Agreement.{000011-999987 00196630.DOCX; 2} 66September 2012 Homewood (Canada)

Document Section SummaryFranchiseAgreement13.2.4 Public Offering/Private Placement. You must give 60 days’ advancenotice; pay a $5,000 processing fee when you submit the request, pay anyadditional costs we may incur; follow our instructions about the use of theMarks and disclosure; and indemnify us from any claims related to theFranchiseAgreementFranchiseAgreementHITSAgreementoffer or sale of your securities.13.2.5 Mortgages and Pledges to Lending Institutions. You or an EquityOwner may mortgage or pledge the hotel or an Equity Interest to a lenderthat finances the acquisition, development or operation of the hotel,without notifying us or obtaining our consent, if (i) you or the applicableEquity Owner are the sole borrower, and (ii) the loan is not secured by anyother hotels or other collateral. You must notify us of any other proposedmortgage or pledge, including any collateral assignment of thisAgreement, and obtain our consent, which we may withhold in ourbusiness judgment. We will evaluate the proposed mortgage or pledgeaccording to our then-current procedure and standards for processingsuch requests. As a condition to our consent, we may require that you(and/or the Equity Owner) and the lender execute a “lender comfort letter”agreement in a form satisfactory to us that describes our requirements onforeclosure, and may include an estoppel and general release of claimsthat you or the Equity Owner may have against us, the Entities, andrelated persons. We may charge a fee for our review of a proposedmortgage or pledge and for the processing of a lender comfort letter.13.2.6 Commercial Leases. You may lease or sublease commercial space inthe hotel, or enter into concession arrangements for operations inconnection with the hotel, in the ordinary course of business, subject toour right to review and approve the nature of the proposed business andthe proposed brand and concept, all in keeping with our then currentStandards for System hotels.22 We have the right to assign or transfer the HITS Agreement and any of ourobligations to our parent, subsidiary, or affiliated entity if the assigneeagrees to assume our obligations.You cannot assign or transfer the HITS Agreement without our writtenconsent.Guaranty 1 The guarantor’s liability under the Guaranty will continue until all of theguarantor’s obligations have been satisfied, and will not be affected by atransfer of the hotel.ARTICLE 23ALTERNATIVE DISPUTE RESOLUTION(APPLICABLE ONLY IN THE PROVINCE OF ONTARIO)The following statement is required by the Arthur Wishart Act to be included in this DisclosureDocument:“Mediation is a voluntary process to resolve disputes with the assistance of an independent thirdparty. Any party may propose mediation or other dispute resolution process in regard to adispute under the Franchise Agreement, and the process may be used to resolve the dispute ifagreed to by all parties.”{000011-999987 00196630.DOCX; 2} 67September 2012 Homewood (Canada)

ARTICLE 24NOTICE OF RESCISSION AND EFFECT OF CANCELLATION IN ALBERTA(APPLICABLE ONLY IN THE PROVINCE OF ALBERTA)Notice of Rescission and Effect of CancellationSections 13 and 14 of the Alberta Franchises Act are set forth below:Sec. 13. Failure to Give Disclosure Document.If a franchisor fails to give a prospective franchisee the DisclosureDocument by the time referred to in section 4 1 of the AlbertaFranchises Act, the prospective franchisee may rescind all thefranchise agreements by giving a notice of cancellation to thefranchisor or its associate, as the case may be,(a) no later than 60 days after receiving the Disclosure Document,or(b) no later than 2 years after the franchisee is granted thefranchise,whichever occurs first.Sec. 14. Effect of Cancellation.(1) A notice of cancellation given under section 13 operates(a) to cancel the franchise agreements, or(b) in the case of an agreement that is an offer to purchase, towithdraw the offer to purchase.The franchisor, or its associate, as the case may be, must, within30 days of receiving a notice of cancellation under section 13,compensate the franchisee for any net losses that the franchiseehas incurred in acquiring, setting up and operating the franchisedbusiness.ARTICLE 25RIGHT OF ACTION FOR DAMAGES IN ALBERTA(APPLICABLE ONLY IN THE PROVINCE OF ALBERTA)Section 9 of the Alberta Franchises Act is as follows:1 Section 4(1) of the Alberta Franchises Act provides: A franchisor must give every prospective franchisee a copy ofthe franchisor’s Disclosure Document. Section 4(2) of the Alberta Franchises Act provides: The DisclosureDocument must be received by the prospective franchisee at least fourteen (14) days before (a) the signing by theprospective franchisee of any agreement relating to the franchise, or (b) the payment of any consideration by theprospective franchisee relating to the franchise, whichever is earlier.{000011-999987 00196630.DOCX; 2} 68September 2012 Homewood (Canada)

Sec. 9. Misrepresentation in Disclosure Document.(1) If a franchisee suffers a loss because of a misrepresentationcontained in a Disclosure Document, the franchisee has a right ofaction for damages against any or all of the following:(a) the franchisor;(b) every person who signed the Disclosure Document.If a Disclosure Document contains a misrepresentation, afranchisee who purchases a franchise to which the DisclosureDocument relates is deemed to have relied on themisrepresentation.ARTICLE 26ADDITIONAL DISCLOSURE APPLICABLE IN NEW BRUNSWICK PROVINCE ONLYDispute ResolutionSection 8 of the New Brunswick Franchises Act (the “Act”) describes a procedure for mediationof certain disputes between franchisors and franchisees. If either we or our franchisee deliversthe other a notice of dispute pursuant to subsection 8(1) of the Act, which is optional, we willfollow the procedure outlined in Section 8 of the Act and the regulations related to Section 8.Where any step in the procedure is optional, we reserve the right to decline to take that step.ARTICLE 27ADDITIONAL DISCLOSURE APPLICABLE IN MANITOBA PROVINCE ONLYDispute ResolutionThe Franchises Act (the “Act”) requires the following statement to be included in this DisclosureDocument:“Mediation is a voluntary process to resolve disputes with the assistance of an independent thirdparty. Any party may propose mediation or other dispute resolution process in regard to adispute under the franchise agreement, and the process may be used to resolve the dispute ifagreed to by all parties.”The franchise agreement does not contain any provisions related to arbitration, mediation or anyother alternative dispute resolution process.Receipt by FranchiseeExhibit J is a detachable receipt.ARTICLE 28RECEIPT BY FRANCHISEE{000011-999987 00196630.DOCX; 2} 69September 2012 Homewood (Canada)

CERTIFICATE OF FRANCHISOR (ALBERTA)The information provided in this disclosure document, or in any changes made in respect of thisdisclosure document,(a)(b)contains no untrue information of a material fact;does not omit to state a material fact that is required to be stated; and(c) does not omit to state a material fact that needs to be stated in order for theinformation not to be misleading.DATED at McLean, Virginia, this , 1¢ th day of September, 2012.HOMEWOOD SUITES INTERNATIONALFRANCHISE LLCBy:Name Karen ormg atter ee, Vice l" PresidentBy:Name: Owen Wilcox, Assistant Secretary{000011-999987 00196597.DOC; 1 }

CERTIFICATE OF FRANCHISOR (MANITOBA)(Disclosure Document Regulation - The Franchises Act, ss. 2(3) and 2(4)This Disclosure Document(a) contains no untrue information, representation or statement, whether of a materialfact or otherwise; and(b) contains every material fact, document and other information that is requiredunder The Franchises Act and the Franchises Regulation.DATED at McLean, Virginia, this , .th day of September, 2012.HOMEWOOD SUITES INTERNATIONALFRANCHISE LLCPrinted Name:Title:Karen Boring SatterleeVice PresidentBy:Primed Name:Title:Owen WilcoxAssistant Secretary{000011-003929 00196599.DOCX; 1 }

CERTIFICATE OF FRANCHISOR (NEW BRUNSWICK)(Disclosure Document Regulation - Franchises Act, ss. 6, 8(2))This Disclosure Document of which this Certificate forms part(a) contains no untrue information, representation or statement, whether of a materialfact or otherwise;(b) contains all the statements, documents and information required by subsection5(4) of the Franchises Act;Act.(c) states, in addition, any material fact required by subsection 5(5) of the FranchisesDATED at McLean, Virginia, this L_th day of September, 2012.HOMEWOOD SUITES INTERNATIONALFRANCHISE LLCBy:Name: Karen Boring Satterlee, Vice PresidentBy:Name: Owen Wilcox, Assistant Secretary{000011-999987 00196601.DOCX; 1}

This disclosure document:CERTIFICATE OF FRANCHISOR (ONTARIO)(a)contains no untrue information, representations or statements; and(b) includes every material fact, financial statement, statement and other informationrequired by the Arthur Wishart Act (Franchise Disclosure), 2000 and the Regulations thereunder.DATED at McLean, Virginia, this __tu day of September, 2012.HOMEWOOD SUITES INTERNATIONALFRANCHISE LLCBy:erlee, Vice PresidentBy:nt Secretary{000011-999987 00196603.DOC; 1}

CERTIFICATE OF FRANCHISOR (PRINCE EDWARD ISLAND)The information provided in this disclosure document, or in any changes made in respect of thisdisclosure document,(a)otherwise;contains no untrue information, representation or statement of a material fact or(b) does not omit a material fact that is required to be contained by the Act and theregulations made under it; and(c) does not omit a material fact that needs to be contained in order for thisDisclosure Document not to be misleading.DATED at McLean, Virginia, this th day of September, 2012.HOMEWOOD SUITES INTERNATIONALFRANCHISE LLCName: Karen Boring Satterlee, Vice PresidentBy:Name: Owen Wilcox, Assistant Secretary{000011-999987 00196604.DOC; 1 }

EXHIBIT A

EXHIBIT AFRANCHISE AGREEMENTENTER HOTEL NAME AND PROVINCE HERE{000011-999987 00193908.DOCX; 1}June 2012 Homewood (Canada)

EXHIBIT ATABLE OF CONTENTS1.0 DEFINITIONS .................................................................................................................... 12.0 GRANT OF LICENCE ....................................................................................................... 72.1 Non-Exclusive License ........................................................................................... 72.2 Reserved Rights ...................................................................................................... 72.3 Restricted Area Provision ....................................................................................... 83.0 TERM ................................................................................................................................. 84.0 OUR RESPONSIBILITIES ................................................................................................ 84.1 Training ................................................................................................................... 84.2 Reservation Service ................................................................................................ 94.3 Consultation ............................................................................................................ 94.4 Marketing ................................................................................................................ 94.5 Inspections/Compliance Assistance ...................................................................... 104.6 Manual .................................................................................................................. 104.7 Equipment and Supplies ....................................................................................... 105.0 YOUR RESPONSIBILITIES ........................................................................................... 105.1 Operational and Other Requirements .................................................................... 106.0 HOTEL WORK ................................................................................................................ 146.1 Necessary Consents .............................................................................................. 146.2 Initial Hotel Work ................................................................................................. 146.3 Commencement and Completion of the Hotel Work ........................................... 156.4 Opening the Hotel ................................................................................................. 156.5 Performance of Agreement ................................................................................... 166.6 Hotel Refurbishment and Room Addition ............................................................ 167.0 STAFF AND MANAGEMENT OF THE HOTEL .......................................................... 178.0 PAYMENT OF FEES ....................................................................................................... 178.1 Monthly Fees ........................................................................................................ 178.2 Calculation and Payment of Fees .......................................................................... 178.3 Other Fees ............................................................................................................. 188.4 Taxes ..................................................................................................................... 188.5 Application of Fees ............................................................................................... 199.0 PROPRIETARY RIGHTS ................................................................................................ 199.1 Our Proprietary Rights .......................................................................................... 199.2 Trade Name, Use of the Marks ............................................................................. 209.3 Use of Trade Name and Marks ............................................................................. 209.4 Trade mark Disputes ............................................................................................. 209.5 Web Sites .............................................................................................................. 219.6 Covenant ............................................................................................................... 21{000011-999987 00193908.DOCX; 1} iJune 2012 Homewood (Canada)

EXHIBIT A10.0 REPORTS, RECORDS, AUDITS, AND PRIVACY ....................................................... 2210.1 Reports .................................................................................................................. 2210.2 Maintenance of Records ....................................................................................... 2210.3 Audit ..................................................................................................................... 2210.4 Ownership of Information..................................................................................... 2310.5 Privacy and Data Protection.................................................................................. 2311.0 CONDEMNATION AND CASUALTY .......................................................................... 2311.1 Condemnation ....................................................................................................... 2311.2 Casualty................................................................................................................. 2311.3 No Extensions of Term ......................................................................................... 2412.0 NOTICE OF INTENT TO MARKET .............................................................................. 2413.0 TRANSFERS .................................................................................................................... 2413.1 Our Transfer .......................................................................................................... 2413.2 Your Transfer ........................................................................................................ 2414.0 TERMINATION ............................................................................................................... 2814.1 Termination with Opportunity to Cure ................................................................. 2814.2 Immediate Termination by Us .............................................................................. 2814.3 Suspension Interim Remedies ............................................................................... 3014.4 Liquidated Damages on Termination .................................................................... 3014.5 Actual Damages Under Special Circumstances .................................................... 3114.6 Your Obligations on Termination or Expiration ................................................... 3115.0 INDEMNITY .................................................................................................................... 3216.0 RELATIONSHIP OF THE PARTIES .............................................................................. 3416.1 No Agency Relationship ....................................................................................... 3416.2 Notices to Public Concerning Your Independent Status....................................... 3417.0 MISCELLANEOUS ......................................................................................................... 3417.1 Severability and Interpretation .............................................................................. 3417.2 Governing Law ..................................................................................................... 3417.3 Exclusive Benefit .................................................................................................. 3517.4 Entire Agreement .................................................................................................. 3517.5 Amendment and Waiver ....................................................................................... 3517.6 Consent; Business Judgment................................................................................. 3517.7 Notices .................................................................................................................. 3617.8 General Release .................................................................................................... 3617.9 Remedies Cumulative ........................................................................................... 3617.10 Economic Conditions Not a Defense .................................................................... 3617.11 Representations and Warranties ............................................................................ 3617.12 Counterparts .......................................................................................................... 3717.13 Restricted Persons and Anti-bribery Representations and Warranties ................. 3717.14 Attorneys’ Fees and Costs .................................................................................... 3817.15 Interest................................................................................................................... 38{000011-999987 00193908.DOCX; 1} iiJune 2012 Homewood (Canada)

EXHIBIT A17.16 Successors and Assigns ......................................................................................... 3817.17 Our Delegation of Rights and Responsibility ....................................................... 3817.18 Currency ................................................................................................................ 3817.19 Not Withhold Payment ......................................................................................... 3817.20 Quebec Rider ........................................................................................................ 3817.21 Privacy .................................................................................................................. 3918.0 WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES ........................................... 39ADDENDUM TO FRANCHISE AGREEMENT{000011-999987 00193908.DOCX; 1} iiiJune 2012 Homewood (Canada)

EXHIBIT AFRANCHISE AGREEMENTThis Franchise Agreement between Homewood Suites International Franchise LLC (“we,” “us,”“our” or “Franchisor”) and the Franchisee (“you,” “your” or “Franchisee”) set forth in theAddendum attached to this Agreement, is dated as of the Effective Date. We and you maycollectively be referred to as the “Parties.”INTRODUCTIONWe are a subsidiary of Hilton Worldwide. Hilton Worldwide and its Affiliates own, licence,lease, operate, manage and provide various services for the Network. We are authorized to grantlicences for selected, first-class, independently owned or leased hotel properties, to operate underthe Brand. You have expressed a desire to enter into this Agreement with us to obtain a licenceto use the Brand in the operation of a hotel at the address or location described in the Addendum.NOW, THEREFORE, in consideration of the premises and the undertakings and commitments ofeach party to the other party in this Agreement, the Parties agree as follows:1.0 DEFINITIONSThe following capitalized terms will have the meanings set forth after each term:“Affiliate” means any natural person or firm, corporation, partnership, limited liability company,association, trust or other entity which, directly or indirectly, controls, is controlled by, or isunder common Control with, the subject entity.“Agreement” means this Franchise Agreement, including any exhibits, attachments andaddenda.“Brand” means the brand name set forth in the Addendum.“Change of Ownership Application” means the application that is submitted to us by you orthe Transferee for a new franchise agreement in connection with a Change of OwnershipTransfer.“Change of Ownership Transfer” means any proposed Transfer that results in a change ofControl of Franchisee, the Hotel, or the Hotel Site and is not otherwise permitted by thisAgreement, all as set out in Subsection 13.2.3.“Competing Brand” means a hotel brand or trade name that, in our sole business judgment,competes with the System, or any System Hotel or Network Hotel.“Competitor” means any individual or entity that, at any time during the Term, whether directlyor through an Affiliate, owns in whole or in part, or is the licensor or franchisor of a CompetingBrand, irrespective of the number of hotels owned, licenced or franchised under such CompetingBrand name. A Competitor does not include an individual or entity that: (i) is a franchisee of a{000011-999987 00193908.DOCX; 1} 1June 2012 Homewood (Canada)

EXHIBIT ACompeting Brand; (ii) manages a Competing Brand hotel, so long as the individual or entity isnot the exclusive manager of the Competing Brand; or (iii) owns a minority interest in aCompeting Brand, so long as neither that individual or entity nor any of its Affiliates is anofficer, director, or employee of the Competing Brand, provides services (including as aconsultant) to the Competing Brand, or exercises, or has the right to exercise, Control over thebusiness decisions of the Competing Brand.“Construction Commencement Date” means the date set out in the Addendum, if applicable,by which you must commence construction of the Hotel. For the Hotel to be considered underconstruction, you must have begun to pour concrete foundations for the Hotel or otherwisesatisfied any site-specific criteria for “under construction” set out in the Addendum.“Construction Work” means all necessary action for the development, construction, renovation,furnishing, equipping, acquisition of supplies and implementation of the Plans and Designs forthe Hotel.“Construction Work Completion Date” means the date set out in the Addendum, if applicable,by which you must complete construction of the Hotel.“Control” means the possession, directly or indirectly, of the power to direct or cause thedirection of the management and policies of an entity, or of the power to veto major policydecisions of an entity, whether through the ownership of voting securities, by contract, orotherwise.“Controlling Affiliate” means an Affiliate that directly or indirectly Controls the Hotel and/orControls the entity that Controls the Hotel.“Designs” means your plans, layouts, specifications, drawings and designs for the proposedfurnishings, fixtures, equipment, signs and décor of the Hotel that use and incorporate theStandards.“Effective Date” means the date set out in the Addendum on which this Agreement becomeseffective.“Entities” means our present or future Affiliates and direct or indirect owners.“Equity Interest” means any direct or indirect legal or beneficial interest in the Franchisee, theHotel and/or the Hotel Site.“Equity Owner” means the direct or indirect owner of an Equity Interest.“Expiration Date” has the meaning set forth in Section 3.“Force Majeure” means an event causing a delay in our or your performance that is not the faultof or within the reasonable control of the party claiming Force Majeure. Force Majeure includesfire, floods, natural disasters, Acts of God, war, civil commotion, terrorist acts, any governmental{000011-999987 00193908.DOCX; 1} 2June 2012 Homewood (Canada)

EXHIBIT Aact or regulation beyond such party’s reasonable control. Force Majeure does not include theFranchisee’s financial inability to perform, inability to obtain financing, inability to obtainpermits, licences or zoning variances or any other similar events unique to the Franchisee or theHotel or to general economic downturn or conditions.“General Manager” has the meaning set forth in Subsection 7.1.“Gross Receipts Tax” means any gross receipts, sales, use, excise, value added or any similartax.“Gross Rooms Revenue” means all revenues derived from the sale or rental of Guest Rooms(both transient and permanent) of the Hotel, including revenue derived from the redemption ofpoints or rewards under the loyalty programs in which the Hotel participates, amountsattributable to breakfast (where the guest room rate includes breakfast), and guaranteed no-showrevenue and credit transactions, whether or not collected, at the actual rates charged, lessallowances for any Guest Room rebates and overcharges, and will not include taxes collecteddirectly from patrons or guests. Group booking rebates, if any, paid by you or on your behalf tothird-party groups for group stays must be included in, and not deducted from, the calculation ofGross Rooms Revenue.“Guarantor” means the person or entity that guaranties your obligations under this Agreementor any of Your Agreements.“Guest Rooms” means each rentable unit in the Hotel generally used for overnight guestaccommodations, the entrance to which is controlled by the same key, provided that adjacentrooms with connecting doors that can be locked and rented as separate units are consideredseparate Guest Rooms. The initial number of approved Guest Rooms is set forth in theAddendum.“Hilton Worldwide” means Hilton Worldwide, Inc., a Delaware corporation.“Hotel” means the property you will operate under this Agreement and includes all structures,facilities, appurtenances, furniture, fixtures, equipment, and entry, exit, parking and other areaslocated on the Hotel Site we have approved for your business or located on any land we approvein the future for additions, signs, parking or other facilities.“Hotel Site” means the real property on which the Hotel is located or to be located, as approvedby us.“Hotel Work” means Construction Work and/or Renovation Work, as the case may be.“Indemnified Parties” means us and the Entities and our and their respective predecessors,successors and assigns, and the members, officers, directors, employees, managers, and agents.“Information” means all information we obtain from you or about the Hotel or its guests orprospective guests under this Agreement or under any agreement ancillary to this Agreement,{000011-999987 00193908.DOCX; 1} 3June 2012 Homewood (Canada)

EXHIBIT Aincluding agreements relating to the computerized reservation, revenue management, propertymanagement, and other systems we provide or require, or otherwise related to the Hotel.Information includes, but is not limited to, Operational Information, Proprietary Information, andPersonal Information.“Interim Remedy” has the meaning set forth in Subsection 14.3.“Laws” means all public laws, statutes, ordinances, by-laws, orders, rules, regulations, permits,licences, certificates, authorizations, directions and requirements of all governments andgovernmental authorities having jurisdiction over the Hotel, Hotel Site or over Franchisee tooperate the Hotel, which, now or hereafter, may apply to the construction, renovation,completion, equipping, opening and operation of the Hotel.“Licence” has the meaning set forth in Subsection 2.1.“Liquidated Damages” has the meaning set forth in Subsections 6.4.4 and 14.4.“Management Company” has the meaning set forth in Subsection 7.1.“Manual” means all written compilations of the Standards. The Manual may take the form ofone or more of the following: one or more looseleaf or bound volumes; bulletins; notices;videos; CD-ROMS and/or other electronic media; online postings; e-mail and/or electroniccommunications; facsimiles; or any other medium capable of conveying the Manual’s contents.“Marks” means the Brand and all other copyrights, trade marks, trade dress, logos, insignia,emblems, symbols and designs (whether registered or unregistered), slogans, distinguishingcharacteristics, business names, domain names and trade names used in the System.“Monthly Fees” means, collectively, the Monthly Program Fee and the Monthly Royalty Fee,each of which is set forth in the Addendum.“Monthly Program Fee” means the fee we require from you in Subsection 8.1, which is setforth in the Addendum.“Monthly Royalty Fee” means the fee we require from you in Subsection 8.1, which is set forthin the Addendum.“Network” means the hotels, inns, conference centres, time-share properties and otheroperations that Hilton Worldwide and its subsidiaries own, licence, lease, operate or manage nowor in the future.“Network Hotel” means any hotel, inn, conference center, time-share property or other similarfacility within the Network.“Opening Date” means the day on which we authorize you to make available the facilities,Guest Rooms or services of the Hotel to the general public under the Brand.{000011-999987 00193908.DOCX; 1} 4June 2012 Homewood (Canada)

EXHIBIT A“Operational Information” means all information concerning the Monthly Fees, other revenuesgenerated at the Hotel, room occupancy rates, reservation data and other financial and nonfinancialinformation we require.“Other Business(es)” means any business activity we or the Entities engage in, other than thelicensing of the Hotel.“Other Hotels” means any hotel, inn, lodging facility, conference center or other similarbusiness, other than a System Hotel or a Network Hotel.“Permitted Transfer” means any Transfer by you or your Equity Owners as specified inSection 13.2 of this Agreement.“Person(s)” means a natural person or entity.“Personal Information” means any information that: (i) can be used (alone or when used incombination with other information within your control) to identify, locate or contact anindividual; or (ii) pertains in any way to an identified or identifiable individual. PersonalInformation can be in any media or format, including computerized or electronic records as wellas paper-based files.“PIP” means product improvement plan.“PIP Fee” means the fee we charge for creating a PIP as specified in Section 8.3.“Plans” means your plans, layouts, specifications, and drawings for the Hotel that use andincorporate the Standards.“Principal Mark” is the Mark identified as the Principal Mark in the Addendum.“Privacy Laws” means any international, national, federal, provincial, state, or local law, code,rule or regulation that regulates the processing of Personal Information in any way, includingdata protection laws, laws regulating marketing communications and/or electroniccommunications, information security regulations and security breach notification rules.“Proprietary Information” means all information or materials concerning the methods,techniques, plans, specifications, procedures, data, systems and knowledge of and experience inthe development, operation, marketing and licensing of the System, including the Standards andthe Manuals, whether developed by us, you, or a third party.“Publicly Traded Equity Interest” means any Equity Interest that is traded on any securitiesexchange or is quoted in any publication or electronic reporting service maintained by theNational Association of Securities Dealers, Inc., or any of its successors.“Quality Assurance Re-Evaluation Fee” has the meaning set forth in Subsection 4.5.{000011-999987 00193908.DOCX; 1} 5June 2012 Homewood (Canada)

EXHIBIT A“Renovation Commencement Date” means the date set out in the Addendum, if applicable, bywhich you must commence Renovation Work.“Renovation Work” means the renovation and/or construction work, including purchasingand/or leasing and installation of all fixtures, equipment, furnishings, furniture, signs, computerterminals and related equipment, supplies and other items that would be required of a newSystem Hotel under the Manual, and any other equipment, furnishings and supplies that we mayrequire for you to operate the Hotel as set out in any PIP applicable to the Hotel.“Renovation Work Completion Date” means the date set out in the Addendum, if applicable,by which you must complete Renovation Work.“Reports” mean daily, monthly, quarterly and annual operating statements, profit and lossstatements, balance sheets, and other financial and non-financial reports we require.“Reservation Service” means the reservation service we designate in the Standards for use bySystem Hotels.“Restricted Area Provision” has the meaning set forth in the Addendum. [INCLUDE ONLYIF RESTRICTED AREA PROVISION INCLUDED]“Restricted Person(s)” means: 1) the government of any country that is subject to an embargoimposed by the United States government; 2) Persons located in or organized under the laws ofany country that is subject to an embargo imposed by the United States government; 3) Personsordinarily resident in any country that is subject to an embargo imposed by the United Statesgovernment; and 4) Persons periodically identified by any government or legal authority underLaw as a Person with whom dealings and transactions by us or the Entities are prohibited orrestricted, including Persons designated on the U.S. Department of the Treasury’s Office ofForeign Assets Control (OFAC) List of Specially Designated Nationals and Other BlockedPersons (including terrorists and narcotics traffickers); and similar restricted party listings,including those maintained by other governments pursuant to applicable United Nations, regionalor national trade or financial sanctions.“Room Addition Fee” means a sum equal to the then-current Room Addition Fee charged fornew System Hotels multiplied by the number of Additional Guest Rooms you wish to add to theHotel in accordance with Subsection 6.6.3.“Securities” means any public offering, private placement or other sale of securities in theFranchisee, the Hotel or the Hotel Site.“Site” means domain names, the World Wide Web, the Internet, computer network/distributionsystems, or other electronic communications sites.“Standards” means all standards, specifications, requirements, criteria, and policies that havebeen and are in the future developed and compiled by us for use by you in connection with the{000011-999987 00193908.DOCX; 1} 6June 2012 Homewood (Canada)

EXHIBIT Adesign, construction, renovation, refurbishment, appearance, equipping, furnishing, supplying,opening, operating, maintaining, marketing, services, service levels, quality, and qualityassurance of System Hotels, including the Hotel, and for hotel advertising and accounting,whether contained in the Manual or set out in this Agreement or other written communication.“System” means the elements, including know-how, that we designate to distinguish hotelsoperating worldwide under the Brand (as may in certain jurisdictions be preceded or followed bya supplementary identifier such as “by Hilton”) that provide to the consuming public a similar,distinctive, high-quality hotel service. The System currently includes: the Brand, the Marks, theTrade Name, and the Standards; access to a reservation service; advertising, publicity and othermarketing programs and materials; training programs and materials; and programs for ourinspection of the Hotel and consulting with you.“System Hotels” means hotels operating under the System using the Brand name.“Taxes” means any and all withholding, sales, use, excise, consumption, VAT and other similartaxes or duties, levies, fees, and assessments of whatsoever nature, including but not limited togoods and services taxes.“Term” has the meaning set forth in Section 3.0.“Trade Name” means the name of the Hotel set forth in the Addendum.“Transfer” means in all its forms, any sale, lease, assignment, spin-off, transfer, or otherconveyance of a direct or indirect legal or beneficial interest.“Transferee” means the proposed new franchisee resulting from a Transfer.“Your Agreements” means any other agreement between you and us or any of the Entitiesrelated to this Agreement, the Hotel and/or the Hotel Site.2.0 GRANT OF LICENCE2.1 Non-Exclusive Licence. We grant to you and you accept a limited, nonexclusiveLicence to use the Marks and the System during the Term at, and in connection with,the operation of the Hotel in accordance with the terms of this Agreement.2.2 Reserved Rights.2.2.1 This Agreement does not limit our right, or the right of the Entities, toown, licence or operate any Other Business of any nature, whether in the lodging or hospitalityindustry or not, and whether under the Brand, a Competing Brand, or otherwise. We and theEntities have the right to engage in any Other Businesses, even if they compete with the Hotel,the System, or the Brand, and whether we or the Entities start those businesses, or purchase,merge or amalgamate with, acquire, are acquired by, come under common ownership with, orassociate with, such Other Businesses.{000011-999987 00193908.DOCX; 1} 7June 2012 Homewood (Canada)

EXHIBIT A2.2.2 We may also:2.2.2.1 add, alter, delete or otherwise modify elements of the System;2.2.2.2 use or licence to others all or part of the System;2.2.2.3 use the facilities, programs, services and/or personnel used inconnection with the System in Other Businesses; andBusinesses.2.2.2.4 use the System, the Brand and the Marks in the Other2.2.3 You acknowledge and agree that you have no rights to, and will not makeany claims or demands for, damages or other relief arising from or related to any of the foregoingactivities, and you acknowledge and agree that such activities will not give rise to any liability onour part, including liability for claims for unfair dealing, breach of contract, breach of anyapplicable implied covenant or duty of good faith or fair dealing.[INCLUDE ONLY IF RESTRICTED AREA PROVIDED:]2.3 Restricted Area Provision. The Restricted Area Provision is set forth in theAddendum.3.0 TERMThe Term shall begin on the Effective Date and will end, without further notice, on theExpiration Date set forth in the Addendum, unless terminated earlier under the terms of thisAgreement. You acknowledge and agree that this Agreement is non-renewable and that thisAgreement confers on you absolutely no rights of licence renewal or extension whatsoeverfollowing the Expiration Date.4.0 OUR RESPONSIBILITIESWe have the following responsibilities to you under this Agreement. We reserve the right tofulfill some or all of these responsibilities through one of the Entities or through unrelated thirdparties, in our sole business judgment. We may require you to make payment for any resultingservices or products directly to the provider.4.1 Training. We may specify certain required and optional training programs andprovide these programs at various locations. We may charge you for required training servicesand materials and for optional training services and materials we provide to you. You areresponsible for all travel, lodging and other expenses you or your employees incur in attendingthese programs.{000011-999987 00193908.DOCX; 1} 8June 2012 Homewood (Canada)

EXHIBIT A4.2 Reservation Service. We will furnish you with the Reservation Service. TheReservation Service will be furnished to you on the same basis as it is furnished to other SystemHotels, subject to the provisions of Subsection 14.3 below.4.3 Consultation. We may offer consultation services and advice in areas such asoperations, facilities, and marketing. We may establish fees in advance, or on a project-byprojectbasis, for any consultation service or advice you request.4.4 Marketing.4.4.1 We will publish (either in hard copy or electronic form) and makeavailable to the traveling public a directory that includes System Hotels. We will include theHotel in advertising of System Hotels and in international, national and regional marketingprograms in accordance with our general practice for System Hotels.4.4.2 We will use your Monthly Program Fee to pay for various programs tobenefit the System, including:4.4.2.1 advertising, promotion, publicity, public relations, marketresearch, and other marketing programs;System Hotels;and support; and4.4.2.2 developing and maintaining directories of and Internet sites for4.4.2.3 developing and maintaining the Reservation Service systems4.4.2.4 administrative costs and overhead related to the administrationor direction of these projects and programs.4.4.3 We will have the sole right to determine how and when we spend thesefunds, including sole control over the creative concepts, materials and media used in theprograms, the placement and allocation of advertising, and the selection of promotionalprograms.4.4.4 We may enter into arrangements for development, marketing, operations,administrative, technical and support functions, facilities, programs, services and/or personnelwith any other entity, including any of the Entities or a third party.4.4.5 You acknowledge that Monthly Program Fees are intended for the benefitof the System and will not simply be used to promote or benefit any one System Hotel or market.We will have no obligation in administering any activities paid for with the Monthly ProgramFee to make expenditures for you that are equivalent or proportionate to your payments or toensure that the Hotel benefits directly or proportionately from such expenditures.{000011-999987 00193908.DOCX; 1} 9June 2012 Homewood (Canada)

EXHIBIT A4.4.6 We may create any programs and allocate monies derived from MonthlyProgram Fees to any regions or localities, as we consider appropriate in our sole businessjudgment. The aggregate of Monthly Program Fees paid to us by System Hotels does notconstitute a trust or “advertising fund” and we are not a fiduciary with respect to the MonthlyProgram Fees paid by you and other System Hotels.4.4.7 We are not obligated to expend funds in excess of the amounts receivedfrom System Hotels. If any interest is earned on unused Monthly Program Fees, we will use theinterest before using the principal. The Monthly Program Fee does not cover your costs ofparticipating in any optional marketing programs and promotions offered by us in which youvoluntarily choose to participate. These Monthly Program Fees do not cover the cost ofoperating the Hotel in accordance with the Standards.4.5 Inspections/Compliance Assistance. We will administer a quality assuranceprogram for the System that may include conducting pre-opening and periodic inspections of theHotel and guest satisfaction surveys and audits to ensure compliance with the Standards. Youwill permit us to inspect the Hotel without prior notice to you to determine if the Hotel is incompliance with the Standards. You will cooperate with our representatives during theseinspections. You will then take all steps necessary to correct any deficiencies within the times weestablish. You may be charged a Quality Assurance Re-Evaluation Fee as set forth in theStandards. You will provide complimentary accommodations for the quality assurance auditoreach time we conduct a regular inspection or a special on-site quality assurance re-evaluationafter the Hotel has failed a regular quality assurance evaluation or to verify that deficienciesnoted in a quality assurance evaluation report or PIP have been corrected or completed by therequired dates.4.6 Manual. We will issue to you or make available in electronic form the Manualand any revisions and updates we may make to the Manual during the Term. You agree toensure that your copy of the Manual is, at all times, current and up to date. If there is any disputeas to your compliance with the provisions of the Manual, the master copy of the Manualmaintained at our principal office will control. The Manual shall at all times remain ourexclusive property and shall be returned to us promptly on request and, in any event, ontermination or expiration of this Agreement. You may not at any time copy, duplicate, record orotherwise reproduce or transcribe the Manual without our prior written consent.4.7 Equipment and Supplies. We will make available to you for use in the Hotelvarious purchase, lease, or other arrangements for exterior signs, operating equipment, operatingsupplies, and furnishings, which we make available to other System Hotels.5.0 YOUR RESPONSIBILITIES5.1 Operational and Other Requirements. You must:5.1.1 after the Opening Date, operate the Hotel twenty-four (24) hours a day;{000011-999987 00193908.DOCX; 1} 10June 2012 Homewood (Canada)

EXHIBIT A5.1.2 operate the Hotel using the System, in compliance with this Agreementand the Standards, and in such a manner to provide courteous, uniform, respectable and highquality lodging and other services and conveniences to the public. You acknowledge that,although we provide the Standards, you have exclusive day-to-day control of the business andoperation of the Hotel and we do not in any way possess or exercise such control;5.1.3 comply with the Standards, including our specifications for all supplies,products and services. We may require you to purchase a particular brand of product or serviceto maintain the common identity and reputation of the Brand, and you will comply with suchrequirements. Unless we specify otherwise, you may purchase products from any authorizedsource of distribution; however, we reserve the right, in our business judgment, to enter intoexclusive purchasing arrangements for particular products or services and to require that youpurchase products or services from approved suppliers or distributors;5.1.4 install, display, and maintain signage displaying or containing the Brandname and other distinguishing characteristics in accordance with Standards we establish forSystem Hotels;5.1.5 comply with Standards for the training of persons involved in theoperation of the Hotel, including completion by the General Manager and other key personnel ofthe Hotel of a training program for operation of the Hotel under the System, at a site wedesignate. You will pay us all fees and charges, if any, we require for your personnel to attendthese training programs. You are responsible for all travel, lodging and other expenses you oryour employees incur in attending these programs;5.1.6 purchase and maintain property management, revenue management, inroomentertainment, telecommunications, high-speed internet access, and other computer andtechnology systems that we designate for the System or any portion of the System based on ourassessment of the long-term best interests of System Hotels, considering the interest of theSystem as a whole;5.1.7 advertise and promote the Hotel and related facilities and services on alocal and regional basis in a first-class, dignified manner, using our identity and graphicsStandards for all System Hotels, at your cost and expense. You must submit to us for ourapproval samples of all advertising and promotional materials that we have not previouslyapproved (including any materials in digital, electronic or computerized form or in any form ofmedia that exists now or is developed in the future) before you produce or distribute them. Youwill not begin using the materials until we approve them. You must immediately discontinueyour use of any advertising or promotional material we disapprove, even if we previouslyapproved the materials;5.1.8 participate in and pay all charges in connection with all required Systemguest complaint resolution programs, which programs may include chargebacks to the Hotel forguest refunds or credits and all required System quality assurance programs, such as guestcomment cards, customer surveys and mystery shopper programs. You must maintain minimumperformance Standards and scores for quality assurance programs we establish;{000011-999987 00193908.DOCX; 1} 11June 2012 Homewood (Canada)

EXHIBIT A5.1.9 honour all nationally recognized credit cards and credit vouchers issuedfor general credit purposes that we require and enter into all necessary credit card and voucheragreements with the issuers of such cards or vouchers;5.1.10 participate in and use the Reservation Service, including any additions,enhancements, supplements or variants we develop or adopt, and honour and give first priorityon available rooms to all confirmed reservations referred to the Hotel through the ReservationService. The only reservation service or system you may use for outgoing reservations referredby or from the Hotel to other Network Hotels will be the Reservation Service or other reservationservices we designate;5.1.11 comply with Laws and, on request, give evidence to us of compliance;5.1.12 participate in, and promptly pay all fees, commissions and chargesassociated with, all travel agent commission programs and third-party reservation anddistribution services (such as airline reservation systems), all as required by the Standards and inaccordance with the terms of these programs, all of which may be modified;5.1.13 not engage, directly or indirectly, in any cross-marketing or crosspromotionof the Hotel with any Other Hotel or related business, without our prior writtenconsent. You agree to refer guests and customers, wherever reasonably possible, only to SystemHotels or Network Hotels. We may require you to participate in programs designed to referprospective customers to Other Hotels. You must display all material, including brochures andpromotional material we provide for System Hotels and Network Hotels, and allow advertisingand promotion only of System Hotels and Network Hotels on the Hotel Site, unless wespecifically direct you to include advertising or promotion of Other Hotels;5.1.14 treat as confidential the Standards, the Manual and all other ProprietaryInformation. You acknowledge and agree that you do not acquire any interest in the ProprietaryInformation other than the right to utilize the same in the development and operation of the Hotelunder the terms of this Agreement. You agree that you will not use the Proprietary Informationin any business or for any purpose other than in the development and operation of the Hotelunder the System and will maintain the absolute confidentiality of the Proprietary Informationduring and after the Term. You will not make unauthorized copies of any portion of theProprietary Information; and will adopt and implement all procedures we may periodicallyestablish in our business judgment to prevent unauthorized use or disclosure of the ProprietaryInformation, including restrictions on disclosure to employees and the use of non-disclosure andnon-competition clauses in agreements with employees, agents and independent contractors whohave access to the Proprietary Information;5.1.15 not become a Competitor, or permit your Affiliate to become aCompetitor, in the upscale hotel market segment, or any substantially equivalent marketsegment, as determined by Smith Travel Research (“STR”) (or, if STR is no longer in existence,STR’s successor or other such industry resource that is as equally as reputable as STR);{000011-999987 00193908.DOCX; 1} 12June 2012 Homewood (Canada)

EXHIBIT A5.1.16 own fee simple title (or long-term ground leasehold interest for a termequal to the Term) to the real property and improvements that comprise the Hotel and the HotelSite, or alternatively, at our request, cause the fee simple owner, or other third party acceptable tous, to provide its guaranty covering all of your obligations under this Agreement in form andsubstance acceptable to us;5.1.17 maintain legal possession and control of the Hotel and Hotel Site for theTerm and promptly deliver to us a copy of any notice of default you receive from any mortgagee,trustee under any deed of trust, or ground lessor for the Hotel, and on our request, provide anyadditional information we may request related to any alleged default;5.1.18 not directly or indirectly conduct, or permit by lease, concessionarrangement or otherwise, gaming or casino operations in or connected to the Hotel or on theHotel Site, or otherwise engage in any activity which, in our business judgment, is likely toadversely reflect on or affect in any manner, any gaming licences or permits held by the Entitiesor the then-current stature of any of the Entities with any gaming commission, board, or similargovernmental or regulatory agency, or the reputation or business of any of the Entities;5.1.19 not directly or indirectly conduct or permit the marketing or sale of timeshares,vacation ownership, fractional ownership, condominiums or like schemes at, or adjacentto, the Hotel. This restriction will not prohibit you from directly or indirectly conducting timeshare,vacation ownership, fractional ownership, or condominium sales or marketing at and forany property located adjacent to the Hotel that is owned or leased by you so long as you do notuse any of the Marks in such sales or marketing efforts and you do not use the Hotel or itsfacilities in such sales and marketing efforts or in the business operations of the adjacentproperty;5.1.20 participate in and pay all charges related to our marketing programs (inaddition to programs covered by the Monthly Program Fee), all guest frequency programs werequire, and any optional programs that you opt into;5.1.21 honour the terms of any discount or promotional programs (including anyfrequent guest program) that we offer to the public on your behalf, any room rate quoted to anyguest at the time the guest makes an advance reservation, and any award certificates issued toHotel guests participating in these programs;5.1.22 after the Effective Date, maintain, at your expense, insurance of the typesand in the minimum amounts we specify in the Standards. All such insurance must be withinsurers having the minimum ratings we specify, name as additional insureds the parties wespecify in the Standards, and carry the endorsements and notice requirements we specify in theStandards. If you fail or neglect to obtain or maintain the insurance or policy limits required bythis Agreement or the Standards, we have the option, but not the obligation, to obtain andmaintain such insurance without notice to you, and you will immediately on our demand pay usthe premiums and cost we incur in obtaining this insurance;{000011-999987 00193908.DOCX; 1} 13June 2012 Homewood (Canada)

EXHIBIT A5.1.23 not share the business operations and Hotel facilities with any Other Hotelor other business;5.1.24 not engage in any participation syndication or Transfer of any coownershipinterest in the Hotel or the Hotel Site; and5.1.25 promptly provide to us all information we reasonably request about youand your Affiliates (including your respective beneficial owners, officers, directors, shareholders,partners or members) and/or the Hotel, title to the property on which the Hotel is constructed andany other property used by the Hotel.6.0 HOTEL WORK6.1 Necessary Consents.6.1.1 You must obtain our prior written consent before retaining or engagingany architect, interior designer, general contractor and major subcontractors for the Hotel. Wewill not unreasonably withhold such consent.6.1.2 Plans and Designs must be submitted to us in accordance with theschedule specified in the Addendum or any PIP. Before we approve your Plans, your architect orother certified professional must certify to us that the Plans comply with all Laws related toaccessibility/accommodations/facilities for those with disabilities.6.1.3 You shall not commence any Hotel Work unless and until we have issuedour written consent in respect of the Plans and Designs, which consent will not be unreasonablywithheld.6.1.4 Once we have provided our consent to the Plans and Designs, no changemay be made to the Plans or Designs without our prior written consent. By consenting to thePlans and Designs or any changes or modifications to the Plans and Designs, we do not warrantthe depth of our analysis or assume any responsibility or liability for the suitability of the Plansand Designs or the resulting Hotel Work.6.1.5 You are solely responsible for ensuring that the Plans and Designs(including Plans and Designs for Hotel Work) comply with our then-current Standards, theManual, and all Laws.6.2 Initial Hotel Work. You will perform or cause the Hotel Work to be performedin accordance with this Agreement, the approved Plans and Designs, the Manual and, forRenovation Work, the PIP. You will bear the entire cost of the Hotel Work, including the cost ofthe Plans and Designs, professional fees, licences, permits, equipment, furniture, furnishings andsupplies. You are solely responsible for obtaining all necessary licences, permits and zoningvariances required for the Hotel Work.{000011-999987 00193908.DOCX; 1} 14June 2012 Homewood (Canada)

EXHIBIT A6.3 Commencement and Completion of the Hotel Work.6.3.1 You will commence the Hotel Work on or before the ConstructionCommencement Date or Renovation Commencement Date specified in the Addendum. Oncecommenced, the Hotel Work will continue uninterrupted except to the extent continuation isprevented by events of Force Majeure. You must give written notice to us specifying the natureand duration of any event of Force Majeure promptly after becoming aware of the event, andspecifying that you have used, and continue to use, reasonable endeavours to mitigate the effectsof such event until such event ceases to exist. You must promptly provide to us evidence that theConstruction Work has commenced if we request it.6.3.2 The Hotel Work must be completed and the Hotel must be furnished,equipped, and otherwise made ready to open in accordance with the terms of this Agreement nolater than the Construction Work Completion Date or Renovation Work Completion Datespecified in the Addendum.6.3.3 On completion of the Hotel Work and, as a condition to our authorizationto open the Hotel, your architect, general contractor or other certified professional must provideus with a certificate stating that the as-built premises comply with all Laws relating toaccessibility/accommodations/facilities for those with disabilities.6.4 Opening the Hotel.6.4.1 You will open the Hotel on the Opening Date. You will not open theHotel unless and until you receive our written consent to do so pursuant to Subsection 6.4.2 or6.4.3.6.4.2 You will give us at least fifteen (15) days advance notice that you havecomplied with all the terms and conditions of this Agreement and the Hotel is ready to open. Wewill use reasonable efforts within fifteen (15) days after we receive your notice to visit the Hoteland to conduct other investigations as we deem necessary to determine whether to authorize theopening of the Hotel, but we will not be liable for delays or loss occasioned by our inability tocomplete our investigation and to make this determination within the fifteen (15) day period. Ifyou fail to pass our initial opening site visit, we may, in our sole business judgment, charge youreasonable fees associated with any additional visits.until:Agreement;6.4.3 We shall be entitled to withhold our consent to the opening of the Hotel6.4.3.1 you have complied with all the terms and conditions in thismanner we require;6.4.3.2 your staff has received adequate training and instruction in the{000011-999987 00193908.DOCX; 1} 15June 2012 Homewood (Canada)

EXHIBIT A6.4.3.3 you have received authorization to open the Hotel from therelevant governmental authority for the jurisdiction in which the Hotel is located, if applicable;andpaid.Agreement.6.4.3.4 all fees and charges you owe to us or the Entities have been6.4.4 Opening the Hotel before the Opening Date is a material breach of this6.4.4.1 You will pay us Liquidated Damages in the amount of FiveThousand Dollars ($5,000) per day if you open the Hotel before the Opening Date to compensateus for the damage caused by such breach. You must also reimburse us for all of our costs andexpenses, including legal fees (on a substantial indemnity or solicitor and its own client basis),incurred in enforcing our rights under this Agreement.6.4.4.2 These Liquidated Damages for damage to our Marks shall notlimit or exclude any other remedies we may have at law or in equity. You acknowledge andagree that that the Liquidated Damages payable under this Subsection represent a reasonableestimate of the minimum just and fair compensation for the damages we will suffer as the resultof the opening of the Hotel before the Opening Date in material breach of this Agreement.6.5 Performance of Agreement. You must satisfy all of the terms and conditions ofthis Agreement, and equip, supply, staff and otherwise make the Hotel ready to open under ourStandards. As a result of your efforts to comply with the terms and conditions of this Agreement,you will incur significant expense and expend substantial time and effort. You acknowledge andagree that we will have no liability or obligation to you for any losses, obligations, liabilities orexpenses you incur if we do not authorize the Hotel to open or if we terminate this Agreementbecause you have not complied with the terms and conditions of this Agreement.6.6 Hotel Refurbishment and Room Addition.6.6.1 We may periodically require you to modernize, rehabilitate and/or upgradethe Hotel’s fixtures, equipment, furnishings, furniture, signs, computer hardware and softwareand related equipment, supplies and other items to meet then-current Standards. You will makethese changes at your sole cost and expense and in the time frame we require.6.6.2 You may not make any significant changes (including major changes instructure, design or décor) in the Hotel. Minor redecoration and minor structural changes thatcomply with our Standards will not be considered significant.6.6.3 You may not make any change in the number of approved Guest Rooms inthe Addendum. If you wish to add additional Guest Rooms to the Hotel after the Opening Date,you must submit an application to obtain our consent. If we consent to the addition of GuestRooms at the Hotel, you must pay us our then-current Room Addition Fee. As a condition to ourgranting approval of your application, we may require you to modernize, rehabilitate or upgrade{000011-999987 00193908.DOCX; 1} 16June 2012 Homewood (Canada)

EXHIBIT Athe Hotel in accordance with Subsection 6.6.1 of this Agreement, and to pay us our then-currentPIP Fee to prepare a PIP to determine the renovation requirements for the Hotel. We may alsorequire you to execute an amendment to this Agreement covering the terms and conditions of ourconsent to the addition of Guest Rooms.7.0 STAFF AND MANAGEMENT OF THE HOTEL7.1 You are solely responsible for the management of the Hotel’s business. You willprovide qualified and experienced management (a “Management Company”) and an individualto manage the Hotel (a “General Manager”), each approved by us in writing [IF APPLICABLEat least six (6) months before the Opening Date]. We have the right to communicate directlywith the Management Company and managers at the Hotel. We may rely on thecommunications of such managers or Management Company as being on your behalf. AnyManagement Company and/or General Manager must have the authority to perform all of yourobligations under this Agreement. The engagement of a Management Company does not reduceyour obligations under this Agreement. In the case of any conflict between this Agreement andany agreement with the Management Company or General Manager, this Agreement prevails.7.2 You represent and agree that you have not, and will not, enter into any lease,management agreement or other similar arrangement for the operation of the Hotel or any part ofthe Hotel without our prior written consent. To be approved by us as the operator of the Hotel,you, any proposed Management Company and any proposed General Manager must be qualifiedto manage the Hotel. We may refuse to approve you, any proposed Management Company orany proposed General Manager who is a Competitor or which, in our business judgment, isinexperienced or unqualified in managerial skills or operating capability or is unable or unwillingto adhere fully to your obligations under this Agreement.7.3 If the Management Company becomes a Competitor or the ManagementCompany and/or the General Manager resigns or is terminated by you or otherwise becomesunsuitable in our sole business judgment to manage the Hotel during the Term, you will haveninety (90) days to retain a qualified substitute Management Company and/or General Manageracceptable to us.8.0 PAYMENT OF FEES8.1 Monthly Fees. Beginning on the Opening Date, you will pay to us for eachmonth (or part of a month, including the final month you operate under this Agreement) theMonthly Fees, each of which is set forth in the Addendum.8.2 Calculation and Payment of Fees.8.2.1 The Monthly Fees will be calculated in accordance with the accountingmethods of the then-current Uniform System of Accounts for the Lodging Industry, or such otheraccounting methods specified by us in the Manual. For the purposes of this Agreement, theconversion rate for Gross Rooms Revenue into U.S. Dollars for hotels utilizing our then-currentproprietary property management system shall be the daily rate of exchange reported by the Wall{000011-999987 00193908.DOCX; 1} 17June 2012 Homewood (Canada)

EXHIBIT AStreet Journal in New York (or such other reference source as we may periodically specify). Forhotels not utilizing our then-current proprietary property management system, the conversion ofGross Rooms Revenue into U.S. Dollars shall be based on the rate of exchange reported by theWall Street Journal in New York (or such other reference bank as we may periodically specify)for the purchase of U.S. Dollars as of the 15 th day of the month, after the month in which theGross Rooms Revenues were generated.8.2.2 The Monthly Fees will be paid to us at the place and in the manner wedesignate on or before the fifteenth (15th) day of each month and will be accompanied by ourstandard schedule setting forth in reasonable detail the computation of the Monthly Fees for suchmonth.8.2.3 We may require you to transmit the Monthly Fees and all other paymentsrequired under this Agreement by wire transfer or other form of electronic funds transfer and toprovide the standard schedule in electronic form. You must bear all costs of wire transfer orother form of electronic funds transfer or other electronic payment and reporting.8.2.4 In the event of fire or other insured casualty that results in a reduction ofGross Rooms Revenue, you will determine and pay us, from the proceeds of any businessinterruption or other insurance applicable to loss of revenues, an amount equal to the forecastedMonthly Fees, based on the Gross Rooms Revenue amounts agreed on between you and yourinsurance company that would have been paid to us in the absence of such casualty.8.3 Other Fees. You will timely pay all amounts due us or any of the Entities for anyinvoices or for goods or services purchased by or provided to you or paid by us or any of theEntities on your behalf, including pre-opening sales and operations training or extension fees asspecified on the Addendum.8.4 Taxes. All fees and charges payable to us or any of the Entities under thisAgreement, including the franchise application fee and the Monthly Program Fee (but not theMonthly Royalty Fee), shall be exclusive of Taxes. The Monthly Royalty Fees payable underthis Agreement shall be exclusive of any Taxes, except for any taxes in the nature of income taximposed on measurement of net income with respect to the Monthly Royalty Fees (“RoyaltyWithholdings”).If you are required by any applicable law to make any deduction or withholding onaccount of Taxes or otherwise, excluding any Royalty Withholdings, from any payment payableto us or any of the Entities, you shall, together with such payment, pay such additional amount aswill ensure that we or any of the Entities receives a net amount (free from any deduction orwithholding in respect of such additional amount itself) free and clear of any such Taxes or otherdeductions or withholdings and equal to the full amount which we would otherwise havereceived as if no such Taxes or other deductions or withholdings (except any RoyaltyWithholdings) had been required. We or the appropriate Entity may provide an invoice to you forany Taxes, deductions or withholdings (excluding Royalty Withholdings) that were deducted orwithheld from any payment made to us or any of the Entities under this Agreement, whichinvoice you must promptly pay. Where appropriate, you shall provide us with a copy of your tax{000011-999987 00193908.DOCX; 1} 18June 2012 Homewood (Canada)

EXHIBIT Aresidency certificate or tax exemption documentation or any other required documentation thatpermits a reduced withholding tax rate to apply for payments to us, and you agree to withhold taxat the applicable reduced withholding tax rate.You will forward to us, promptly after payment (1) copies of official receipts or otherevidence reasonably satisfactory to us showing the full amount of Taxes, including RoyaltyWithholdings, and/or any other deduction or withholding that has been paid to the relevant taxauthority; and (2) a statement in English (in a form we require) listing the full amount of Taxes,including Royalty Withholdings, and/or any other deduction or withholding that has been paid inlocal currency and U.S. Dollars. Such tax receipts and statements should be sentto: Withholding Tax Coordinator, Corporate Tax Department, Hilton Worldwide, Inc., 755Crossover Lane, Memphis, TN 38117, or such other address as we may periodically designate.8.5 Application of Fees. We may apply any amounts received from you to anyamounts due under this Agreement.9.0 PROPRIETARY RIGHTS9.1 Our Proprietary Rights.9.1.1 You will not contest, either directly or indirectly during or after the Term:9.1.1.1 our (and/or any Entities’) ownership of, rights to and interest inthe System, Brand, Marks and any of their elements or components, including present and futuredistinguishing characteristics and agree that neither you nor any design or constructionprofessional engaged by you may use our Standards, our Manual or your approved Plans andDesigns for any hotel or lodging project other than the Hotel;9.1.1.2 our sole right to grant licences to use all or any elements orcomponents of the System;9.1.1.3 that we (and/or the Entities) are the owner of (or the licencee of,with the right to sub-licence) all right, title and interest in and to the Brand and the Marks used inany form and in any design, alone or in any combination, together with the goodwill theysymbolize; or9.1.1.4 the validity or ownership of the Marks.9.1.2 You acknowledge that these Marks have acquired a secondary meaning ordistinctiveness which indicates that the Hotel, Brand and System are operated by or with ourapproval. All improvements and additions to, or associated with, the System, all Marks, and allgoodwill arising from your use of the System and the Marks, will inure to our benefit andbecome our property (or that of the applicable Entities), even if you develop them.9.1.3 You agree not to, directly or indirectly, dilute the value of the goodwillattached to the Marks, Brand or the System. You will not apply for or obtain any trade mark{000011-999987 00193908.DOCX; 1} 19June 2012 Homewood (Canada)

EXHIBIT Aregistration of any of the Marks or any confusingly similar marks in your name or on behalf of orfor the benefit of anyone else. You acknowledge that you are not entitled to receive any paymentor other value from us or from any of the Entities for any goodwill associated with your use ofthe System or the Marks, or any elements or components of the System.9.2 Trade Name, Use of the Marks.9.2.1 Trade Name.9.2.1.1 The Hotel will be initially known by the Trade Name set forthin the Addendum. We may change the Trade Name, the Brand name and/or any of the Marks(but not the Principal Mark), or the way in which any of them (including the Principal Mark) aredepicted, at any time at our sole option and at your expense. You may not change the TradeName without our specific prior written consent.9.2.1.2 You acknowledge and agree that you are not acquiring the rightto use any business names, copyrights, trade marks, trade dress, logos, designs, insignia,emblems, symbols, slogans, distinguishing characteristics, trade names, domain names or othermarks or characteristics owned by us or licenced to us that we do not specifically designate to beused in the System.9.3 Use of Trade Name and Marks. You will operate under the Marks, using theTrade Name, at the Hotel. You will not adopt any other names or marks in operating the Hotelwithout our approval. You will not, without our prior written consent, use any of the Marks, orthe word “Hilton,” or other Network trade marks, trade names or business names, or any similarwords or acronyms, in:9.3.1 your corporate, partnership, business or trade name;9.3.2 any Internet-related name (including a domain name);9.3.3 or any business operated separately from the Hotel, including the name oridentity of developments adjacent to or associated with the Hotel.9.4 Trade mark Disputes.9.4.1 You will immediately notify us of any infringement or dilution of orchallenge to your use of any of the Marks and will not, absent a court order or our prior writtenconsent, communicate with any other person regarding any such infringement, dilution,challenge or claim. We will take the action we deem appropriate with respect to such challengesand claims and have the sole right to handle disputes concerning use of all or any part of theMarks or the System. You will fully cooperate with us and any applicable Entity in thesematters. We will reimburse you for expenses incurred by you as the direct result of activitiesundertaken by you at our prior written request and specifically relating to the trade mark disputeat issue. We will not reimburse you for any other expenses incurred by you for cooperating withus or the Entities.{000011-999987 00193908.DOCX; 1} 20June 2012 Homewood (Canada)

EXHIBIT A9.4.2 You appoint us as your exclusive, true and lawful attorney-in-fact, toprosecute, defend and/or settle all disputes of this type at our sole option. You will sign anydocuments we or the applicable Entity believe are necessary to prosecute, defend or settle anydispute or obtain protection for the Marks and the System and will assign to us any claims youmay have related to these matters. Our decisions as to the prosecution, defence or settlement ofthe dispute will be final. All recoveries made as a result of disputes regarding use of all or partof the System or the Marks will be for our account.9.5 Web Sites.9.5.1 You may not register, own, maintain or use any Sites that relate to theNetwork or the Hotel or that include the Marks. The only domain names, Sites, or Sitecontractors that you may use relating to the Hotel or this Agreement are those we assign orotherwise approve in writing. You acknowledge that you may not, without a legal licence orother legal right, post on your Sites any material in which any third party has any direct orindirect ownership interest. You must incorporate on your Sites any information we require inthe manner we deem necessary to protect our Marks.9.5.2 Any use of the Marks on any Site must conform to our requirements,including the identity and graphics Standards for all System hotels. Given the changing nature ofthis technology, we have the right to withhold our approval, and to withdraw any prior approval,and to modify our requirements.9.6 Covenant.9.6.1 You agree, as a direct covenant with us and the Entities, that you willcomply with all of the provisions of this Agreement related to the manner, terms and conditionsof the use of the Marks and the termination of any right on your part to use any of the Marks.Any non-compliance by you with this covenant or the terms of this Agreement related to theMarks, or any unauthorized or improper use of the System or the Marks, will cause irreparabledamage to us and/or to the Entities and is a material breach of this Agreement.9.6.2 If you engage in such non-compliance or unauthorized and/or improperuse of the System or the Marks during or after the Term, we and any of the applicable Entities,along with the successors and assigns of each, will be entitled to both interlocutory andpermanent injunctive relief against you from any court of competent jurisdiction, in addition toall other remedies we or the Entities may have at law. You consent to the issuance of suchinterim, interlocutory and permanent injunctions. You must pay all costs and expenses,including legal fees) on a substantial indemnity or solicitor and its own client basis), expert fees,costs and other expenses of litigation that we and/or the Entities may incur in connection withyour non-compliance with this covenant.{000011-999987 00193908.DOCX; 1} 21June 2012 Homewood (Canada)

EXHIBIT A10.0 REPORTS, RECORDS, AUDITS, AND PRIVACY10.1 Reports.10.1.1 At our request, you will prepare and deliver to us the Reports containingthe Operational Information (and any other information we reasonable require) in the form,manner and time frame we require. At a minimum, by the fifteenth (15th) day of each month,you will submit to us the Operational Information for the previous month and reflecting thecomputation of the amounts then due under Section 8, in the form, manner and time frame werequire.10.1.2 The Reports will be certified as accurate in the manner we require. Youwill permit us to inspect your books and records at all reasonable times.10.2 Maintenance of Records. You will prepare, on a current basis, (and preserve forno less than the greater of four (4) years or the time period we stated in our record retentionrequirements), complete and accurate records concerning Gross Rooms Revenue and allfinancial, operating, marketing and other aspects of the Hotel. You will maintain an accountingsystem that fully and accurately reflects all financial aspects of the Hotel and its business. Theserecords will include books of account, tax returns, governmental reports, register tapes, dailyreports, and complete quarterly and annual financial statements (including profit and lossstatements, balance sheets and cash flow statements) and will be prepared in the form, mannerand time frame we require.10.3 Audit.10.3.1 We may require you to have the Gross Rooms Revenue, fees or othermonies due to us computed and certified as accurate by an independent chartered accountant.During the Term and for two (2) years thereafter, we and our authorized agents have the right toverify Operational Information required under this Agreement by requesting, receiving,inspecting and auditing, at all reasonable times, any and all records referred to above whereverthey may be located (or elsewhere if we request).10.3.2 If any inspection or audit reveals that you understated or underpaid anypayment due to us, you will promptly pay to us the deficiency plus interest from the date eachpayment was due until paid at the interest rate set forth in Section 17.15 of this Agreement.10.3.3 If the audit or inspection reveals that the underpayment is willful, or is forfive percent (5%) or more of the total amount owed for the period being inspected, you will alsoreimburse us for all inspection and audit costs, including reasonable travel, lodging, meals,salaries and other expenses of the inspecting or auditing personnel. Our acceptance of yourpayment of any deficiency will not waive any rights we may have as a result of your breach,including our right to terminate this Agreement. If the audit discloses an overpayment, we willcredit this overpayment against your future payments due under this Agreement, without interest,or, if no future payments are due under this Agreement, we will promptly pay you the amount ofthe overpayment without interest.{000011-999987 00193908.DOCX; 1} 22June 2012 Homewood (Canada)

EXHIBIT A10.4 Ownership of Information. All Information we obtain from you and allrevenues we derive from such Information will be our property and Proprietary Information thatwe may use for any reason, including making a financial performance representation in ourfranchise disclosure documents. At your sole risk and responsibility, you may use Informationthat you acquire from third parties in connection with operating the Hotel, such as PersonalInformation, at any time during or after the Term, to the extent that your use is permitted byLaw.10.5 Privacy and Data Protection. You will:10.5.1 comply with all applicable Privacy Laws;10.5.2 comply with all Standards that relate to Privacy Laws and the privacy andsecurity of Personal Information;10.5.3 refrain from any action or inaction that could cause us or the Entities tobreach any Privacy Laws;10.5.4 do and execute, or arrange to be done and executed, each act, documentand thing we deem necessary in our business judgment to keep us and the Entities in compliancewith the Privacy Laws; and10.5.5 immediately report to us the theft or loss of Personal Information (otherthan the Personal Information of your own officers, directors, shareholders, employees or serviceproviders).11.0 CONDEMNATION AND CASUALTY11.1 Condemnation. You must immediately inform us of any proposed taking of anyportion of the Hotel by eminent domain. If, in our business judgment, the taking is significantenough to render the continued operation of the Hotel in accordance with the Standards andguest expectations impractical, then we may terminate this Agreement on written notice to youand you will not pay us Liquidated Damages. If such taking, in our business judgment, does notrequire the termination of this Agreement, then you will make all necessary modifications tomake the Hotel conform to its condition, character and appearance immediately before suchtaking, according to Plans and Designs approved by us. You will take all measures to ensure thatthe resumption of normal operations at the Hotel is not unreasonably delayed.11.2 Casualty.11.2.1 You must immediately inform us if the Hotel is damaged by fire or othercasualty. If the damage or repair requires closing the Hotel, you may choose to repair or rebuildthe Hotel according to the Standards, provided you: begin reconstruction within six (6) monthsafter closing and reopen the Hotel for continuous business operations as soon as practicable (butin any event no later than eighteen (18) months after the closing of the Hotel) and give us at least{000011-999987 00193908.DOCX; 1} 23June 2012 Homewood (Canada)

EXHIBIT Athirty (30) days notice of the projected date of reopening. Once the Hotel is closed, you will notpromote the Hotel as a System Hotel or otherwise identify the Hotel using any of the Markswithout our prior written consent.11.2.2 You and we each have the right to terminate this Agreement if you electnot to repair or rebuild the Hotel as set forth above in Subsection 11.2.1, provided theterminating party gives the other party sixty (60) days written notice. We will not require you topay Liquidated Damages unless you or one of your Affiliates own and/or operate a hotel at theHotel Site under a lease, licence or franchise from a Competitor within three (3) years of thetermination date.11.3 No Extensions of Term. Nothing in this Section 11 will extend the Term.12.0 NOTICE OF INTENT TO MARKETExcept in the case of a Transfer governed by Subsection 13.2.1 or 13.2.2 of thisAgreement, if you or a Controlling Affiliate want to Transfer any Equity Interest, you must giveus written notice, concurrently with beginning your marketing efforts.13.0 TRANSFERS13.1 Our Transfer.13.1.1 We may assign or Transfer this Agreement or any of our rights, duties, orassets under this Agreement, by operation of law or otherwise, to any person or legal entitywithout your consent, provided that any such person or legal entity shall be required to assumeall of our obligations to permit you to operate the Hotel under the Brand after such assignment.Any of the Entities may transfer, sell, dispose of, or otherwise convey, their ownership rights inus or any of our Affiliates, by operation of law or otherwise, including by public offering, to anyperson or legal entity without your consent.13.1.2 If we assign this Agreement to a third party who expressly assumes ourobligations under this Agreement, we will no longer have any performance or other obligationsto you under this Agreement and your right to use any programs, rights or services provided toyou by us or our Affiliates under this Agreement will terminate.13.2 Your Transfer. You understand and acknowledge that the rights and duties inthis Agreement are personal to you and that we are entering into this Agreement in reliance onyour business skill, financial capacity, and the personal character of you, your officers, directors,partners, members, shareholders or trustees. A Transfer by you of any Equity Interest, or thisAgreement, or any of your rights or obligations under this Agreement, or a Transfer by an EquityOwner is prohibited other than as expressly permitted herein.13.2.1 Permitted Transfers That Do Not Require Notice or Consent. Thefollowing Transfers are permitted without giving notice or obtaining our consent if the Permitted{000011-999987 00193908.DOCX; 1} 24June 2012 Homewood (Canada)

EXHIBIT ATransfer does not result in a change in Control of the Franchisee, the Hotel or the Hotel Site andyou meet the requirements set forth below.13.2.1.1 Privately Held Equity Interests: Less than 25% Change/NoChange of Control. An Equity Interest that is not publicly traded may be Transferred if,immediately after the transaction, the transferee Equity Owner will own less than twenty-fivepercent (25%) of the Equity Interest in the Franchisee.13.2.1.2 Publicly Traded Equity Interests. A Publicly Traded EquityInterest may be Transferred.13.2.1.3 Passive Investors. [IF APPLICABLE TO FRANCHISEEENTITY] You may Transfer Equity Interests within [Insert Fund Entities] (collectively, the“Fund Entities”) and Equity Interests in you to new fund entities or new managed accounts(collectively, “Future Funds”) if [insert name of asset manager] (“Asset Manager”) directly orindirectly, controls the Fund Entities or Future Funds.13.2.2 Permitted Transfers That Require Notice and Consent. We willpermit you or any Equity Owner named in the Addendum as of the Effective Date (or anytransferee Equity Owner we subsequently approve) to engage in the Permitted Transfers set forthbelow if any such Permitted Transfer does not result in a change of Control of the Franchisee, theHotel or the Hotel Site and: (a) the proposed transferee is not a Specially Designated National,Restricted or Blocked Person or a Competitor; (b) you give us at least sixty (60) days’ advancewritten notice of the proposed Permitted Transfer (including the identity and contact informationfor any proposed transferee and any other information we may require in order to review theproposed Permitted Transfer); (c) you pay to us a nonrefundable processing fee of FiveThousand Dollars ($5,000) with the Permitted Transfer request; (d) you follow our then-currentprocedure for processing Permitted Transfers; and (e) you execute any documents required by usfor processing Permitted Transfers. If a Permitted Transfer listed in Subsection 13.2.2 otherwisequalifies as a Permitted Transfer without notice or consent under Subsection 13.2.1, theprovisions of Subsection 13.2.1 will control.13.2.2.1 Affiliate Transfer. You or any Equity Owner may Transfer anEquity Interest or this Agreement to an Affiliate.13.2.2.2 Transfers to a Family Member or Trust. If you or anyEquity Owner as of the Effective Date are a natural person, you and such Equity Owner mayTransfer an Equity Interest or this Agreement to an immediate family member (i.e., spouse,children, parents, siblings) or to a trust for your benefit or the benefit of the Equity Owner or theEquity Owner’s immediate family members.13.2.2.3 Transfer On Death. On the death of Franchisee or an EquityOwner who is a natural person, this Agreement or the Equity Interest of the deceased EquityOwner may Transfer in accordance with such person’s will or, if such person dies intestate, inaccordance with laws of intestacy governing the distribution of such person’s estate, providedthat: (i) the transfer on death is to an immediate family member or to a legal entity formed by{000011-999987 00193908.DOCX; 1} 25June 2012 Homewood (Canada)

EXHIBIT Asuch family member(s); and (ii) within one (1) year after the death, such family member(s) orentity meet all of our then-current requirements for an approved Transferee.13.2.2.4 Privately Held Equity Interests: 25% or Greater Change/NoChange of Control. You or any Equity Owner as of the Effective Date (or any transferee EquityOwner we subsequently approve) may Transfer your Equity Interests even though, after thecompletion of such Transfer, twenty-five percent (25%) or more of your Equity Interests willhave changed hands since the Effective Date of this Agreement.13.2.3 Change of Ownership Transfer. Any proposed Transfer that is notdescribed in Subsection 13.2.1 or 13.2.2 is a Change of Ownership Transfer. We will have sixty(60) days from our receipt of the completed and signed franchise application to consent orwithhold our consent to any proposed Change of Ownership Transfer. You consent to ourcommunication with any party we deem necessary about the Hotel in order for us to evaluate theproposed Change of Ownership Transfer. Our consent to the Change of Ownership Transfer issubject to the following conditions, all of which must be satisfied at or before the date of closingthe Change of Ownership Transfer (“Closing”):13.2.3.1 the Transferee submits a Change of Ownership Application,pays our then-current franchise application fee and any PIP Fee, executes our then-current formof new franchise agreement and all ancillary forms, including a guaranty from a third-partyacceptable to us, if required;13.2.3.2 you are not in default of this Agreement or any otheragreements with us or our Affiliates;13.2.3.3 you or the Transferee pay all amounts due to us and the Entitiesthrough the date of the Closing;13.2.3.4 you execute our then-current form of voluntary terminationagreement, which may include a general release, covering termination of this Agreement;13.2.3.5 you conclude to our satisfaction, or provide adequate securityfor, any suit, action, or proceeding pending or threatened against you, us or any Entity withrespect to the Hotel, which may result in liability on the part of us or any Entity;13.2.3.6 you, the Transferee and/or transferee Equity Owner(s) submit tous all information related to the Transfer that we require, including applications; and13.2.3.7 the Transferee meets our then-current business requirements fornew franchisees and is neither a Specially Designated National or Restricted or Blocked Personnor a Competitor.{000011-999987 00193908.DOCX; 1} 26June 2012 Homewood (Canada)

EXHIBIT A13.2.4 Public Offering or Private Placement.13.2.4.1 Any offering by you of Securities requires our review if you usethe Marks, or refer to us or this Agreement in your offering. All materials required by any Lawfor the offer or sale of those Securities must be submitted to us for review at least sixty (60) daysbefore the date you distribute those materials or file them with any governmental agency,including any materials to be used in any offering exempt from registration under any securitieslaws.13.2.4.2 You must submit to us a non-refundable Five Thousand Dollar($5,000) processing fee with the offering documents and pay any additional costs we may incurin reviewing your documents, including legal fees. Except as legally required to describe theHotel in the offering materials, you may not use any of the Marks or otherwise imply ourparticipation or that of Hilton Worldwide or any other Entity in or endorsement of any Securitiesor any Securities offering.13.2.4.3 We have the right to approve any description of this Agreementor of your relationship with us, or any use of the Marks, contained in any prospectus, offeringmemorandum or other communications or materials you use in the sale or offer of any Securities.Our review of these documents will not in any way be considered our agreement with anystatements contained in those documents, including any projections, or our acknowledgment oragreement that the documents comply with any Laws.13.2.4.4 You may not sell any Securities unless you clearly disclose toall purchasers and offerees that: (i) neither we, nor any Entity, nor any of our or their respectiveofficers, directors, agents or employees, will in any way be deemed an issuer or underwriter ofthe Securities, as those terms are defined in applicable securities laws; and (ii) we, the Entities,and our respective officers, directors, agents and employees have not assumed and will not haveany liability or responsibility for any financial statements, projections or other financialinformation contained in any prospectus, offering memorandum or similar written or oralcommunication.13.2.4.5 You must indemnify, defend and hold the Indemnified Partiesfree and harmless of and from any and all liabilities, costs, damages, claims or expenses arisingout of or related to the sale or offer of any of your Securities to the same extent as provided inSubsection 15.1 of this Agreement.13.2.5 Mortgages and Pledges to Lending Institutions.13.2.5.1 You or an Equity Owner may mortgage or pledge the Hotel oran Equity Interest to a lender that finances the acquisition, development or operation of theHotel, without notifying us or obtaining our consent, provided that: you or the applicable EquityOwner are the sole borrower; and the loan is not secured by any other hotels or other collateral.13.2.5.2 You must notify us, in writing, before incurring other proposedindebtedness that involves a mortgage or pledge of the Hotel or an Equity Interest, or a collateral{000011-999987 00193908.DOCX; 1} 27June 2012 Homewood (Canada)

EXHIBIT Aassignment of this Agreement, so that we can evaluate the structure to determine whether anyspecial agreements and/or assurances from the lender, the Franchisee and/or its Equity Ownerswill be required including a “lender comfort letter” or a loan related guaranty, in a formsatisfactory to us. We may charge a fee for our review of a proposed mortgage or pledge and forthe processing of a lender comfort letter.13.2.6 Commercial Leases. You may lease or sublease commercial space in theHotel, or enter into concession arrangements for operations in connection with the Hotel, in theordinary course of business, subject to our right to review and approve the nature of the proposedbusiness and the proposed brand and concept, all in keeping with our then-current Standards forSystem Hotels.14.0 TERMINATION14.1 Termination with Opportunity to Cure. We may terminate this Agreement bywritten notice to you and opportunity to cure at any time before its expiration on any of thefollowing grounds:14.1.1 You fail to pay us any sums due and owing to us or the Entities under thisAgreement within the cure period set forth in the notice, which shall not be less than ten (10)days;14.1.2 You fail to begin or complete the Hotel Work by the relevant dates setforth in the Addendum or fail to open the hotel on the Opening Date, and do not cure that defaultwithin the cure period set forth in the notice, which shall not be less than ten (10) days;14.1.3 You do not purchase or maintain insurance required by this Agreement ordo not reimburse us for our purchase of insurance on your behalf within the cure period set forthin the notice, which shall not be less than ten (10) days; or14.1.4 You fail to comply with any other provision of this Agreement, theManual or any Standard and do not cure that default within the cure period set forth in the notice,which shall not be less than thirty (30) days.14.2 Immediate Termination by Us. We may immediately terminate this Agreementon notice to you and without any opportunity to cure the default if:14.2.1 after curing any material breach of this Agreement or the Standards, youengage in the same non-compliance within any consecutive twenty-four (24) month period,whether or not the non-compliance is corrected after notice, which pattern of non-compliance inand of itself will be deemed material;14.2.2 you receive three (3) notices of material default in any twelve (12) monthperiod, even if the defaults have been cured;{000011-999987 00193908.DOCX; 1} 28June 2012 Homewood (Canada)

EXHIBIT A14.2.3 you fail to pay debts as they become due or admit in writing your inabilityto pay your debts severally as they become due;14.2.4 you (a) make or are deemed to make a general assignment for the benefitof creditors under the Bankruptcy and Insolvency Act or if a petition is filed against you; or (b)are declared or adjudicated bankrupt, or if an application is made against you or any of yourcreditors under the Companies' Creditors Arrangement Act, or if a liquidator, trustee inbankruptcy, custodian, receiver, receiver and manager, moderator or any other officer withsimilar powers is appointed of or for you or any of your creditors; or (c) commit any act ofbankruptcy or insolvency or institute proceedings to be adjudged bankrupt or insolvent orconsent to the institution of such appointment or proceedings;14.2.5 you or your Guarantor lose possession or the right to possession of all or asignificant part of the Hotel or Hotel Site for any reason other than those described in Section 11;14.2.6 you fail to operate the Hotel for five (5) consecutive days, unless thefailure to operate is due to fire, flood, earthquake or similar causes beyond your control, providedthat you have taken reasonable steps to minimize the impact of such events;14.2.7 you contest in any court or proceeding our ownership of the System or anypart of the System or the validity of any of the Marks;14.2.8 you or any Equity Owner with a controlling Equity Interest are or havebeen convicted of an indictable offense or any other offense or conduct, if we determine in ourbusiness judgment it is likely to adversely reflect on or affect the Hotel, the Brand, the Marks,the System, us and/or any Entity;14.2.9 you conceal revenues, maintain false books and records of accounts,submit false reports or information to us or otherwise attempt to defraud us;14.2.10 you, your Affiliate or a Guarantor become a Competitor except asotherwise permitted by Subsection 5.1.15;14.2.11 you Transfer any interest in yourself, this Agreement, the Hotel or theHotel Site, other than in compliance with Section 13 and its subparts;14.2.12 you, your Affiliate or a Guarantor become a Specially DesignatedNational or Restricted or Blocked Person or are owned or controlled by a Specially DesignatedNational or Restricted or Blocked Person or fail to comply with the provisions of Subsection17.13;14.2.13 information is disclosed involving you or your Affiliates, which, in ourbusiness judgment, is likely to adversely reflect on or affect in any manner, any gaming licencesor permits held by the Entities or the then-current stature of any of the Entities with any gamingcommission, board, or similar governmental or regulatory agency, or the reputation or businessof any of the Entities;{000011-999987 00193908.DOCX; 1} 29June 2012 Homewood (Canada)

EXHIBIT A14.2.14 any Guarantor breaches its guaranty to us; or14.2.15 a threat or danger to public health or safety results from the construction,maintenance, or operation of the Hotel.14.3 Suspension Interim Remedies. If you are in default of this Agreement, we mayelect to impose an Interim Remedy, including the suspension of our obligations under thisAgreement and/or our or the Entities’ obligations under any other of Your Agreements.14.3.1 We may suspend the Hotel from the Reservation Service and anyreservation and/or website services provided through or by us. We may remove the listing of theHotel from any directories or advertising we publish. If we suspend the Hotel from theReservation Service, we may divert reservations previously made for the Hotel to other SystemHotels or Network Hotels.14.3.2 We may disable all or any part of the software provided to you under YourAgreements and/or may suspend any one or more of the information technology and/or networkservices that we provide or support under Your Agreements.14.3.3 We may charge you for costs related to suspending or disabling your rightto use any software systems or technology we provided to you, together with intervention oradministration fees as set forth in the Standards.14.3.4 You agree that our exercise of the right to elect Interim Remedies will notresult in actual or constructive termination or abandonment of this Agreement and that ourdecision to elect Interim Remedies is in addition to, and apart from, any other right or remedy wemay have in this Agreement. If we exercise the right to elect Interim Remedies, the exercise willnot be a waiver of any breach by you of any term, covenant or condition of this Agreement. Youwill not be entitled to any compensation, including repayment, reimbursement, refund or offsets,for any fees, charges, expenses or losses you may directly or indirectly incur by reason of ourexercise and/or withdrawal of any Interim Remedy.14.4 Liquidated Damages on Termination.14.4.1 Calculation of Liquidated Damages. You acknowledge and agree thatthe premature termination of this Agreement will cause substantial damage to us. You agree thatLiquidated Damages are not a penalty, but represent a reasonable estimate of the minimum justand fair compensation for the damages we will suffer as the result of your failure to operate theHotel for the Term. If this Agreement terminates before the Expiration Date, you will pay usLiquidated Damages as follows:14.4.1.1 If termination occurs before you begin the Hotel Work, and youor any Guarantor (or your or any Guarantor’s Affiliates) directly or indirectly, enter into afranchise, licence, management, lease and/or other similar agreement for or begin construction orcommence operation of a hotel, motel, inn, or similar facility at the Hotel Site under a{000011-999987 00193908.DOCX; 1} 30June 2012 Homewood (Canada)

EXHIBIT ACompetitor Brand within one (1) year after termination, then you will pay us LiquidatedDamages in an amount equal to $3,600 multiplied by the number of approved Guest Rooms atthe Hotel.14.4.1.2 If termination occurs after you begin the Hotel Work but beforethe Opening Date, you will pay us Liquidated Damages in an amount equal to $3,600 multipliedby the number of approved Guest Rooms at the Hotel, unless your failure to complete the HotelWork was the result of Force Majeure.14.4.1.3 If termination occurs after the Opening Date but before thesecond anniversary of the Opening Date, you will pay us Liquidated Damages in an amountequal to $3,600 multiplied by the number of approved Guest Rooms at the Hotel.14.4.1.4 If termination occurs after the second anniversary of theOpening Date but before the final five (5) calendar years of the Term, you will pay us LiquidatedDamages in an amount calculated by dividing the sum of the Monthly Royalty Fees due to usunder this Agreement for the prior twenty-four (24) month period by twenty-four (24) and thenmultiplying the resulting sum by sixty (60).14.4.1.5 If there are less than sixty (60) months remaining in the Termon the date of termination, you will pay us Liquidated Damages in an amount calculated bydividing the sum of the Monthly Royalty Fees due to us under this Agreement for the priortwenty-four (24) month period by twenty-four (24) and then multiplying the resulting sum by thenumber of months remaining in the Term.14.4.2 Payment of Liquidated Damages. Payment of Liquidated Damages isdue thirty (30) days following termination of this Agreement or on demand.14.5 Actual Damages Under Special Circumstances. You acknowledge that theLiquidated Damages described in Subsection 14.4 may be inadequate to compensate us foradditional harm we may suffer, by reason of greater difficulty in re-entering the market,competitive damage to the System or the Network, damage to goodwill of the Marks, and othersimilar harm, and we reserve the right to seek actual damages in lieu of Liquidated Damagesunder the following circumstances:14.5.1 within twelve (12) months of each other, five (5) or more franchiseagreements for the Brand between yourself (or any of your Affiliates) and us (or any of ourAffiliates) terminate before their expiration date as a result of a breach by you or your Affiliate;or14.5.2 this Agreement terminates due to an unapproved Transfer either to a(i) Competitor or (ii) buyer that converts the Hotel to a Competing Brand within two (2) yearsfrom the date this Agreement terminates.14.6 Your Obligations on Termination or Expiration. On termination or expirationof this Agreement, you will:{000011-999987 00193908.DOCX; 1} 31June 2012 Homewood (Canada)

EXHIBIT A14.6.1 immediately pay all sums due and owing to us or any of the Entities,including any expenses incurred by us in obtaining injunctive relief for the enforcement of thisAgreement;the System;14.6.2 immediately cease operating the Hotel as a System Hotel and cease using14.6.3 immediately cease using the Marks, the Trade Name, and any confusinglysimilar names, marks, trade dress systems, insignia, symbols, or other rights, procedures, andmethods. You will deliver all goods and materials containing the Marks to us and we will havethe sole and exclusive use of any items containing the Marks. You will immediately make anyspecified changes to the location as we may reasonably require for this purpose, which willinclude removal of the signs, custom decorations, and promotional materials;14.6.4 immediately cease representing yourself as then or formerly a SystemHotel or affiliated with the Brand or the Network;14.6.5 immediately return all copies of the Manual and any other ProprietaryInformation to us;14.6.6 immediately cancel all assumed name or equivalent registrations relatingto your use of any Mark, notify the telephone company and all listing agencies and directorypublishers including Internet domain name granting authorities, Internet service providers, globaldistribution systems, and web search engines of the termination or expiration of your right to usethe Marks, the Trade Name, and any telephone number, any classified or other telephonedirectory listings, Internet domain names, uniform resource locators, website names, electronicmail addresses and search engine metatags and keywords associated with the Hotel, andauthorize their transfer to us; and14.6.7 irrevocably assign and transfer to us (or to our designee) all of your right,title and interest in any domain name listings and registrations that contain any reference to ourMarks, System, Network or Brand; notify the applicable domain name registrars of thetermination of your right to use any domain name or Sites associated with the Marks or theBrand; and authorize and instruct the cancellation of the domain name, or transfer of the domainname to us (or our designee), as we specify. You will also delete all references to our Marks,System, Network or Brand from any Sites you own, maintain or operate beyond the expiration ortermination of this Agreement.15.0 INDEMNITY15.1 Beginning on the Effective Date, you must indemnify the Indemnified Partiesagainst, and hold them harmless from, all losses, costs, liabilities, damages, claims, andexpenses, including legal fees (on a substantial indemnity or solicitor and its own client basis),expert fees, costs and other expenses of litigation arising out of or resulting from:{000011-999987 00193908.DOCX; 1} 32June 2012 Homewood (Canada)

EXHIBIT A15.1.1 any breach by you of this Agreement, the Manual or the Standards;15.1.2 any act or omission of you or your officers, employees, Affiliates,associates or agents in any way arising out of or relating to this Agreement;15.1.3 any claimed occurrence at the Hotel including personal injury, death orproperty damage;15.1.4 your alleged or actual infringement or violation of any patent, Mark,industrial design or copyright or other proprietary right owned or controlled by third parties;15.1.5 your alleged or actual violation or breach of any contract (including anygroup sales agreement for the System), any Law, or any industry standard;15.1.6 any business conducted by you or a third party in, on or about the Hotel orHotel Site and15.1.7 your failure to comply with Subsection 17.13, including a breach of therepresentations set forth therein.15.2 You do not have to indemnify an Indemnified Party to the extent damagesotherwise covered under this Section 15 are adjudged by a final, non-appealable judgment of acourt of competent jurisdiction to have been solely the result of the gross negligence or willfulmisconduct of that Indemnified Party, and not any of the acts, errors, omissions, negligence ormisconduct of you or anyone related to you or the Hotel. You may not rely on this exception toyour indemnity obligation if the claims were asserted against us or any other Indemnified Partyon the basis of theories of imputed or secondary liability, such as vicarious liability, agency, orapparent agency, or our failure to compel you to comply with the provisions of this Agreement,including compliance with Standards, Laws or other requirements.15.3 You will give us written notice of any action, suit, proceeding, claim, demand,inquiry or investigation involving an Indemnified Party within five (5) days of your knowledgeof it. At our election, you will defend us and/or the Indemnified Parties against the same or wemay elect to assume (but under no circumstance will we be obligated to undertake) the defenceand/or settlement of the action, suit, proceeding, claim, demand, inquiry or investigation at yourexpense and risk.15.4 If we think our respective interests conflict, we may obtain separate counsel ofour choice. This will not diminish your obligation to indemnify the Indemnified Parties and tohold them harmless. You will reimburse the Indemnified Parties on demand for all expenses,including legal fees (on a substantial indemnity or solicitor and its own client basis), expert fees,costs and other expenses of litigation, the Indemnified Parties incur to protect themselves or toremedy your defaults. The Indemnified Parties will not be required to seek recovery from thirdparties or otherwise mitigate their losses to maintain a claim against you, and their failure to doso will not reduce the amounts recoverable from you by the Indemnified Parties.{000011-999987 00193908.DOCX; 1} 33June 2012 Homewood (Canada)

EXHIBIT A15.5 Your obligations under this Section 15 will survive expiration or termination ofthis Agreement.16.0 RELATIONSHIP OF THE PARTIES16.1 No Agency Relationship. You are an independent contractor. Neither Party isthe legal representative or agent of the other Party nor has the power to obligate the other Partyfor any purpose. You acknowledge that we do not supervise or direct your daily affairs and thatyou have exclusive control over your daily affairs. You expressly acknowledge that the Partieshave a business relationship based entirely on, and defined by, the express provisions of thisAgreement and that no partnership, joint venture, agency, fiduciary or employment relationshipis intended or created by reason of this Agreement.16.2 Notices to Public Concerning Your Independent Status. All contracts for theHotel’s operations and services at the Hotel will be in your name or in the name of yourManagement Company. You will not enter into or sign any contracts in our name or any Entity’sname or using the Marks or any acronyms or variations of the Marks. You will disclose in alldealings with the public, suppliers and third parties that you are an independent entity and thatwe have no liability for your debts.17.0 MISCELLANEOUS17.1 Severability and Interpretation.17.1.1 If any provision of this Agreement is held to be unenforceable, void orvoidable, that provision will be ineffective only to the extent of the prohibition, without in anyway invalidating or affecting the remaining provisions of this Agreement, and all remainingprovisions will continue in effect, unless the unenforceability of the provision frustrates theunderlying purpose of this Agreement. If any provision of this Agreement is held to beunenforceable due to its scope, but may be made enforceable by limiting its scope, the provisionwill be considered amended to the minimum extent necessary to make it enforceable.17.1.2 This Agreement will be interpreted without interpreting any provision infavor of or against either Party by reason of the drafting of the provision, or either of ourpositions relative to the other.17.1.3 Any covenant, term or provision of this Agreement that provides forcontinuing obligations after the expiration or termination of this Agreement will survive anyexpiration or termination.17.2 Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the province in which the Hotel is located and the laws of Canadaapplicable therein.{000011-999987 00193908.DOCX; 1} 34June 2012 Homewood (Canada)

EXHIBIT A17.3 Exclusive Benefit. This Agreement is exclusively for our and your benefit, andnone of the obligations of you or us in this Agreement will run to, or be enforceable by, anyother party (except for any rights we assign or delegate to one of the Entities or covenants infavor of the Entities, which rights and covenants will run to and be enforceable by the Entities ortheir successors and assigns) or give rise to liability to a third party, except as otherwisespecifically set forth in this Agreement.17.4 Entire Agreement. This Agreement and all of its attachments, documents,schedules, exhibits, and any other information specifically incorporated into this Agreement byreference (including any representations in any franchise disclosure document that we providedto you for the Brand in connection with the offer of this Licence) will be construed together asthe entire agreement between you and us with respect to the Hotel and any other aspect of ourrelationship and will supersede and cancel any prior and/or contemporaneous discussions orwritings between you and us.17.5 Amendment and Waiver.17.5.1 No change, termination, or attempted waiver or cancellation of anyprovision of this Agreement will bind us unless it is in writing, specifically designated as anamendment or waiver, and signed by one of our officers. We may condition our agreement toany amendment or waiver on receiving from you, in a form satisfactory to us, an estoppel andgeneral release of claims that you may have against us, the Entities, and related parties.17.5.2 No failure by us or by any of the Entities to exercise any power given usunder this Agreement or to insist on strict compliance by you with any of your obligations, andno custom or practice at variance with the terms of this Agreement, will be considered a waiverof our or any Entity’s right to demand exact compliance with the terms of this Agreement.17.6 Consent; Business Judgment.17.6.1 Wherever our consent or approval is required in this Agreement, unlessthe provision specifically indicates otherwise, we have the right to withhold our approval at ouroption, in our business judgment, taking into consideration our assessment of the long-terminterests of the System overall. We may withhold any and all consents or approvals required bythis Agreement if you are in default or breach of this Agreement. Our approvals and consentswill not be effective unless given in writing and signed by one of our duly authorizedrepresentatives.17.6.2 You agree not to make a claim for money damages based on anyallegation that we have unreasonably withheld or delayed any consent or approval to a proposedact by you under the terms of this Agreement. You also may not claim damages by way of setoff,counterclaim or defence for our withholding of consent. Your sole remedy for the claim willbe an action or proceeding to enforce the provisions of this Agreement by specific performanceor by declaratory judgment.{000011-999987 00193908.DOCX; 1} 35June 2012 Homewood (Canada)

EXHIBIT A17.7 Notices. Notices under this Agreement must be in writing and must be deliveredin person, by prepaid overnight commercial delivery service, or by prepaid overnight mail,registered or certified, with return-receipt requested. Notices to us must be sent to 7930 JonesBranch Drive, Suite 1100, McLean, VA 22102, ATTN: General Counsel. We will send noticesto your address set forth in the Addendum. If you want to change the name or address for noticeto you, you must do so in writing, signed by you or your duly authorized representative,designating a single address for notice, which may not be a P.O. Box, in compliance with thisSubsection. Notice will be deemed effective on the earlier of: 1) receipt or first refusal ofdelivery; 2) one (1) day after posting if sent via overnight commercial delivery service orovernight United States Mail; or 3) three (3) days after placement in the United States mail ifovernight delivery is not available to the notice address.17.8 General Release. You, on your own behalf and on behalf of, as applicable, yourofficers, directors, managers, employees, heirs, administrators, executors, agents andrepresentatives and their respective successors and assigns hereby release, remise, acquit andforever discharge us and the Entities and our and their respective officers, directors, employees,managers, agents, representatives and their respective successors and assigns from any and allactions, claims, causes of action, suits, rights, debts, liabilities, accounts, agreements, covenants,contracts, promises, warranties, judgments, executions, demands, damages, costs and expenses,whether known or unknown at this time, of any kind or nature, absolute or contingent, existing atlaw or in equity, on account of any matter, cause or thing whatsoever that has happened,developed or occurred relating to this Agreement or the relationship between you and us. Thisrelease will survive the termination of this Agreement.17.9 Remedies Cumulative. The remedies provided in this Agreement arecumulative. These remedies are not exclusive of any other remedies that you or we may beentitled to in case of any breach or threatened breach of the terms and provisions of thisAgreement.17.10 Economic Conditions Not a Defence. Neither general economic downturn orconditions nor your own financial inability to perform the terms of this Agreement will be adefence to an action by us or one of the Entities for your breach of this Agreement.17.11 Representations and Warranties. You warrant, represent and agree that allstatements in your franchise application in anticipation of the execution of this Agreement, andall other documents and information submitted to us by you or on your behalf are true, correctand complete as of the date of this Agreement. You further represent and warrant to us that:17.11.1 you have independently investigated the risks of operating the Hotelunder the Brand, including current and potential market conditions and competitive factors andrisks, and have made an independent evaluation of all such matters and reviewed our franchisedisclosure document, if applicable;17.11.2 neither we nor our representatives have made any promises,representations or agreements other than those provided in the Agreement or in our franchisedisclosure document provided to you in connection with the offer of this Agreement, if{000011-999987 00193908.DOCX; 1} 36June 2012 Homewood (Canada)

EXHIBIT Aapplicable, and you acknowledge that you are not relying on any promises, representations oragreements about us or the franchise not expressly contained in this Agreement in making yourdecision to sign this Agreement;Agreement;17.11.3 you have the full legal power authority and legal right to enter into this17.11.4 this Agreement constitutes a legal, valid and binding obligation and yourentry into, performance and observation of this Agreement will not constitute a breach or defaultof any agreement to which you are a party or of any Law;17.11.5 if you are a corporation, limited liability company, or other entity, youare, and throughout the Term will be, duly formed and validly existing, in good standing in thejurisdiction in which you are organized, and are and will be authorized to do business in thejurisdiction in which the Hotel is located; and17.11.6 no Equity Interest has been issued, converted to, or is held as, bearershares or any other form of ownership, for which there is no traceable record of the identity ofthe legal and beneficial owner of such Equity Interest.You hereby indemnify and hold us harmless from any breach of these representations andwarranties. These warranties and representations will survive the termination of this Agreement.17.12 Counterparts. This Agreement may be signed in counterparts, each of whichwill be considered an original.17.13 Restricted Persons and Anti-bribery Representations and Warranties.17.13.1 You represent and warrant to us and the Entities that you (including yourdirectors and officers, senior management and shareholders (or other Persons) having acontrolling interest in you), and the owner of the Hotel or the Hotel Site are not, and are notowned or controlled by, or acting on behalf of, a Restricted Person.17.13.2 You will notify us in writing immediately on the occurrence of anyevent which would render the foregoing representations and warranties of this Subsection 17.13incorrect. You further represent and warrant to us and the Entities that you will not directly orindirectly pay, offer, give or promise to pay or authorize the payment of any monies or otherthings of value to:17.13.2.1 an official or employee of a government department, agency orinstrumentality, state-owned or controlled enterprise or public international organization;17.13.2.2 any political party or candidate for political office; or17.13.2.3 any other person at the suggestion, request or direction or forthe benefit of any of the above-described persons and entities{000011-999987 00193908.DOCX; 1} 37June 2012 Homewood (Canada)

EXHIBIT Aif any such payment, offer, act or authorization is for purposes of influencing official actions ordecisions or securing any improper advantage in order to obtain or retain business, or engagingin acts or transactions otherwise in violation of any applicable anti-bribery legislation.17.14 Attorneys’ Fees and Costs. If either Party is required to employ legal counsel orto incur other expenses to enforce any provision of this Agreement or defend any claim by theother, then the prevailing party in any resulting dispute will be entitled to recover from the nonprevailingparty the amount of all legal and expert fees, court costs, and all other expensesincurred in enforcing such obligation or in defending against such claim, demand, action, orproceeding.17.15 Interest. Any sum owed to us or the Entities by you or paid by us or the Entitieson your behalf will bear interest from the date due until paid by you at the rate of eighteenpercent (18%) per annum or, if lower, the maximum lawful rate.17.16 Successors and Assigns. The terms and provisions of this Agreement will inureto the benefit of and be binding on the permitted successors and assigns of the Parties.17.17 Our Delegation of Rights and Responsibility. In addition to the rights grantedto us in Section 4 and Subsection 13.1 of this Agreement, we reserve the right to delegate to oneor more of the Entities at any time, any and all of our rights, obligations or requirements underthis Agreement, and to require that you submit any relevant materials and documents otherwiserequiring approval by us under this Agreement to such Entity, in which case approval by suchEntity will be conclusively deemed to be approval by us. During the period of such delegation ordesignation, any act or direction by such Entity with respect to this Agreement will be deemedthe act or direction of us. We may revoke any such delegation or designation at any time. Youacknowledge and agree that such delegation may result in one or more of the Entities whichoperate, licence, or otherwise support brands other than the Brand, exercising or performing onour behalf any or all rights, obligations or requirements under this Agreement or performingshared services on our behalf.17.18 Currency. All references to money amounts in this Agreement, unless otherwisespecified, shall be in U.S. dollars. Furthermore, all amounts payable hereunder will be paid inU.S. dollars, or such other currency as we direct.17.19 Not Withhold Payment. You agree that you shall not on the grounds of thealleged non-performance by us of any of our obligations under this Agreement or under anyother agreement between us, withhold payment of any amounts due to us or any of our affiliates.17.20 Quebec Rider. The parties hereto confirm that it is their wish that thisAgreement, as well as all other documents relating hereto, including all notices, have been andshall be drawn up in the English language only. Les parties aux présentes confirment leurvolonté que cette convention, de même que tous les documents, y compris tout avis, qui s’yrattachent, soient rédigés en langue anglaise.{000011-999987 00193908.DOCX; 1} 38June 2012 Homewood (Canada)

EXHIBIT A17.21 Privacy. You expressly permit us to disclose in our disclosure document (whetherrequired by law or made available on a voluntary basis) and other documents required by law,personal information related to you and the Hotel, including your name, any address, telephonenumber and facsimile number, and sales, revenues, expenses, costs, results of operations, andsimilar information regarding the Hotel, and any information regarding the non-renewal, closure,expiry or termination of this Agreement. Any such disclosure shall be for the purpose ofsoliciting prospective franchisees.18.0 WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES18.1 IF EITHER PARTY INITIATES LITIGATION INVOLVING THISAGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN THEPARTIES (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED INSUCH LITIGATION), ALL THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BYJURY.18.2 IN ANY DISPUTE BETWEEN THE PARTIES, ARISING OUT OF ORRELATED TO THIS AGREEMENT, ANY BREACH OF THIS AGREEMENT, OR THERELATIONSHIP BETWEEN THE PARTIES, WHETHER SOUNDING IN CONTRACT,TORT OR OTHERWISE, ALL PARTIES WAIVE ANY RIGHT THEY MAY HAVE TOPUNITIVE OR EXEMPLARY DAMAGES FROM THE OTHER. NOTHING IN THISSECTION LIMITS OUR RIGHT OR THE RIGHT OF AN INDEMNIFIED PARTY TOBE INDEMNIFIED AGAINST THE PAYMENT OF PUNITIVE OR EXEMPLARYDAMAGES TO A THIRD PARTY. THE PARTIES ACKNOWLEDGE THATLIQUIDATED DAMAGES PAYABLE BY YOU UNDER THIS AGREEMENT(WHETHER PRE-OPENING LIQUIDATED DAMAGES OR LIQUIDATED DAMAGESFOR EARLY TERMINATION) ARE NOT PUNITIVE OR EXEMPLARY DAMAGES.{000011-999987 00193908.DOCX; 1} 39June 2012 Homewood (Canada)

EXHIBIT AADDENDUM TO FRANCHISE AGREEMENTEffective Date:Franchisor Name:Brand:Initial Approved Hotel Name(Trade Name):Principal Mark in Brand:HOMEWOOD SUITES INTERNATIONALFRANCHISE LLC, a Delaware limited liabilitycompanyHomewood Suites by Hilton (excluding any otherbrands or product lines containing “Suites,”“Hilton” or the “by Hilton” tagline in the name)HomewoodFranchisee Name and Address(Attn: Principal LegalCorrespondent):Address of Hotel:Initial Number of Approved GuestRooms:Plans Submission Dates:Preliminary Plans:Design Development(50%) Plans andSpecifications:Final (100%) Plans andSpecifications:Construction CommencementDate:Construction Work CompletionDate:[Due four (4) months from the Effective Date][Due eight (8) months from the Effective Date][Due twelve (12) months from the Effective Date][Due fifteen (15) months from the Effective Date][Due thirty (30) months from the Effective Date]Renovation Commencement Date:Renovation Work CompletionDate:You agree that the [Construction] [Renovation] Commencement Date and [Construction][Renovation] Work Completion Date may be extended by written notice from us in our business{000011-999987 00193908.DOCX; 1} 40June 2012 Homewood (Canada)

EXHIBIT Ajudgment. For an event of Force Majeure, on receipt of your notice and verification of such factsas we consider reasonable, we will approve an extension of the Construction Work CompletionDate or Renovation Work Completion Date, which may not exceed eighteen (18) months.Otherwise, if you fail to begin the Hotel Work by the Construction Commencement Date orRenovation Commencement Date, or fail to complete the Hotel Work by the Construction WorkCompletion Date or Renovation Work Completion Date, we may terminate the Agreementpursuant to Section 14.1.2, unless you submit a written request for an extension before theapplicable deadline and pay to us our then-current extension fee. We may condition ourapproval on an update to the Plans and Designs.Expiration Date:New Construction - at month end twenty-two (22) years from Effective DateConversions - ten (10) to twenty (20) years from [Opening] [Effective Date] or such other Termwe may approveChange of Ownership - Remaining Term under the existing franchise agreement or such otherTerm we may approveMonthly Fees:Monthly Program Fee: Four percent (4%) of the Hotel’s Gross Rooms Revenue for thepreceding calendar month. The Monthly Program Fee is subject to change by us. Any changemay be established in the Standards, but any increase will not exceed the Monthly Program Feeas of the Effective Date plus one percent (1%) of the Hotel’s Gross Rooms Revenue during theTerm.Monthly Royalty Fee: Four and one-half percent (4.5%) of the Hotel’s Gross RoomsRevenue for the preceding calendar month.[FOR NEW DEVELOPMENT/CONVERSIONS - DELETE THE STANDARDMONTHLY ROYALTY FEE PROVISION ABOVE AND INSERT THE FOLLOWING:Monthly Royalty Fee: Four and one-half percent (4.5%) of Gross Rooms Revenue for thepreceding calendar month; but from the Opening Date of the Hotel, you will pay a MonthlyRoyalty Fee as follows:Operating YearYear 1*Year 2Year 3 through end of TermMonthly Royalty FeeThree and one-half percent (3.5%) of GrossRooms RevenueFour percent (4%) of Gross Rooms RevenueFour and one-half percent (4.5%) of Gross RoomsRevenue* through the first twelve (12) full calendar months after the Opening of the Hotel.]{000011-999987 00193908.DOCX; 1} 41June 2012 Homewood (Canada)

EXHIBIT AAdditional Requirements/Special Provisions [Section #]:ADD ONLY IF APPLICABLE:1. The following new Subsection 8.6 is added to the Franchise Agreement:8.6 Franchise Application Fee Rebate. We acknowledge that we have received anon-refundable Franchise Application Fee, as that term is defined in the Franchise Applicationthat was submitted by you. We agree that if you open the Hotel on or before the originalConstruction Work Completion Date (or original Renovation Work Completion Date, ifapplicable) as set forth in the Addendum, we will rebate fifty percent (50%) of the FranchiseApplication Fee to you after the Opening Date.2. Restricted Area ProvisionNotwithstanding the provisions of Section 2 of this Agreement, from the Effective Date untilmidnight on the day before the ____ anniversary of the [Effective Date, i.e., ________, 20__][Opening Date, but in no event later than _________ 20__ [NOTE: DATE SHOULD BECONSTRUCTION OR RENOVATION WORK COMPLETION DEADLINE DATE PLUS # OFYEARS IN THE RESTRICTIVE PERIOD]] (the “Restrictive Period”), neither we nor any of theEntities will open, or allow to open, a hotel or motel under the Brand, as such Brand name maybe periodically changed by us, within the Restricted Area (described below). This restrictiondoes not apply to any hotel or motel that is currently open or under construction or has beenapproved for development or opening as a Brand hotel as of the Effective Date (“ExistingHotel”). The term Existing Hotel also includes any hotel located or to be located within theRestrictive Area that replaces such Existing Hotel under the Brand.The restrictions also do not apply to: (1) any hotel(s) or motel(s) under brands other than theBrand; (2) any hotel(s) or motel(s) that will not begin operating under the Brand until after theexpiration of the Restrictive Period; (3) any gaming-oriented hotels or facilities using the Brand;(4) any shared ownership properties (commonly known as “vacation ownership” or “time shareownership” or similar real estate properties) under the Brand; and (5) any hotel(s), motel(s), orinn(s) that are part of a chain or group of four (4) or more hotels, motels, or inns that we or theEntities, as a result of a single transaction or group of related transactions, own, operate, acquire,lease, manage, franchise, licence, or join through a merger, acquisition or marketing agreement(or otherwise), whether under their existing name or the Brand name or any other name.Restricted Area as used in this provision means the area located within the followingboundaries:BOUNDARIES TO BE DETERMINED BY FRANCHISORFOR CONVERSION ONLY:Existing Third-Party Agreement. You acknowledge and agree that (i) your right to operate theHotel under the Brand will not become effective until after the existing third-party franchise (orsimilar) agreement for this Hotel, if any, has terminated or expired and (ii) you are solely{000011-999987 00193908.DOCX; 1} 42June 2012 Homewood (Canada)

EXHIBIT Aresponsible for ensuring that any such agreement has terminated or expired on or before theOpening Date.FOR RE-LICENSING ONLY:Amendment and Restatement. This Agreement hereby replaces that certain franchiseagreement dated as of [DATE], as amended (collectively, the “Original Licence Agreement”)by and between us (or our Affiliate) and you (or your Affiliate) with respect to the Hotel. Onexecution of this Agreement by the Parties, the Original Licence Agreement will be supersededand have no further force or effect as of the Effective Date of this Agreement except for thoseprovisions expressly intended to survive its termination or expiration. To the extent that thereare outstanding obligations to us or the Entities under the Original Licence Agreement, youacknowledge and agree that you are directly responsible, jointly and severally, for all suchobligations under the Original Licence Agreement existing at or accruing after the execution ofthis Agreement.FOR COO OR RE-LICENSING IF HOTEL IS ALREADY OPERATING UNDER THEBRAND:All references in this Agreement to the “Opening Date” will mean the “Effective Date.”FOR CHANGE OF OWNERSHIP TRANSACTIONS ONLY:Obligations of Prior Franchisee. You acknowledge and agree that you are directly responsiblefor, and will pay on demand, all fees and charges due and owing us and the Entities related to theprior franchise agreement for the Hotel if any such fees and charges remain outstanding as of oraccrue after the Effective Date of this Agreement.Your Ownership Structure:See Attached Schedule 1TO BE ADDED IF FRANCHISEE’S AFFILIATE IS THE FEE TITLE OWNER,LESSOR OR SUBLESSOR OF THE HOTEL OR THE HOTEL SITE:Ownership Structure of Affiliate Fee Owner or Lessor/Sublessor of the Hotel or Hotel Site:See Attached Schedule 2{000011-999987 00193908.DOCX; 1} 43June 2012 Homewood (Canada)

EXHIBIT AIN WITNESS WHEREOF, the Parties have executed this Agreement, which has been enteredinto and is effective as of the Effective Date set forth above.FRANCHISEE:[INSERT FRANCHISEE ENTITY],a [INSERT TYPE OF ENTITY]FRANCHISOR:HOMEWOOD SUITES INTERNATIONALFRANCHISE LLC,a Delaware limited liability companyBy:By:Name:Title:Name:Authorized SignatoryExecuted on:Executed on:{000011-999987 00193908.DOCX; 1} 44June 2012 Homewood (Canada)

EXHIBIT ASCHEDULE 1Your Ownership Structure:Name (Shareholder,Partner, Member, andManager)Nature of OwnershipInterest% Interest{000011-999987 00193908.DOCX; 1}June 2012 Homewood (Canada)

EXHIBIT ASCHEDULE 2Ownership Structure of Affiliate Fee Owner or Lessor/Sublessor of the Hotel or Hotel Site:Name (Shareholder,Partner, Member, andManager)Nature of OwnershipInterest% Interest{000011-999987 00193908.DOCX; 1}June 2012 Homewood (Canada)

EXHIBIT A[INSERT ADDITIONAL TEXT HERE: I.E. ADDENDA, RAB, PIP]{000011-999987 00193908.DOCX; 1}June 2012 Homewood (Canada)

EXHIBIT A-1

DEVELOPMENT INCENTIVE NOTE$ McLean, Virginia Date:FOR VALUE RECEIVED, the undersigned (“Maker”) promises to pay to the order of_________________________________, a Delaware limited liability company (“Holder”), theprincipal sum of ($________________) which amount shall bear no interest unless Makerdefaults or this Note is accelerated.This Note is issued pursuant to the Franchise Agreement between Holder and Maker for theoperation of a ____________________ Hotel (the “Hotel”) to be located at______________________________. All capitalized terms not defined in this Note shall havethe same meaning as in the Franchise Agreement.The principal amount of this Note will be disbursed by Holder to Maker, and Maker will becomesubject to the obligation to repay or discharge this Note, when and if Maker opens the Hotel inaccordance with the Franchise Agreement. If the Franchise Agreement terminates before theHotel opens and Holder does not disburse the principal amount of this Note to Maker, then thisNote will be deemed discharged and neither party will have any further obligation to the otherunder this instrument. On each anniversary of the Hotel’s Opening Date, one-twentieth (1/20 th )of the original principal amount will be forgiven without payment. Maker’s obligation to repaythe principal of this Note will cease and this Note will be canceled and discharged when and ifthe principal is completely forgiven.The outstanding principal balance of this Note shall be payable in lawful money of the UnitedStates of America at 7930 Jones Branch Dr., Suite 1100, McLean, VA 22102, ATTN: GeneralCounsel, or at such other place as Holder may periodically direct by written notice to Maker, if:(1) a Termination of the Franchise Agreement occurs for any reason; or (2) a Transfer occurs andthe transferee does not assume Maker’s obligation under this Note in a writing acceptable toHolder before the closing of the Transfer. If a Termination or Transfer occurs, the outstanding,unamortized principal balance of this Note shall be immediately due and payable without furthernotice, demand or presentment. If this Note is accelerated and is not paid within ten (10) daysafter it is due, the outstanding principal balance shall bear simple interest at a rate equal to thelesser of eighteen percent (18%) per annum or the highest rate allowed by applicable law from itsdue date until paid. Any payments shall be first applied to any accrued interest and then toprincipal. Maker has the right to prepay this Note, in whole or in part, at any time, withoutpremium or penalty. Prepayments of principal will be applied without notation on this Note.Maker’s obligation to pay this Note shall be absolute and unconditional, and all payments shallbe made without setoff, deduction, offset, recoupment or counterclaim.If this Note is collected by or through an attorney at law, the Holder shall be entitled to collectreasonable attorney’s fees and all costs of collection, which shall be added to the amount due andpayable to Holder under this Note. This Note is issued in and shall be governed and construedaccording to the laws of the State of New York (without the application of conflict of lawsprinciples). Each maker, endorser, guarantor or accommodation party liable for this Note waivespresentment, demand, notice of demand, protest, notice of non-payment, notice of protest, noticeof dishonor and diligence in collection. Holder reserves the right to modify the terms of this{000011-999987 00193597.DOCX; 1}

instrument, grant extensions, renewals, releases, discharges, compositions and compromises withany party liable on this Note, with or without notice to or the consent of, and without dischargingor affecting the obligations of any other party liable under this instrument. The terms “Holder”and “Maker” shall be deemed to include their respective heirs, successors, legal representativesand assigns, whether by voluntary action of the parties or by operation of law. All references to“Maker” shall mean and include the named Maker and all co-makers, guarantors, sureties andaccommodation parties signing or endorsing this Note.IN WITNESS WHEREOF, the undersigned have executed this instrument effective on the dateindicated above.Maker_________________________________Co-Maker_________________________________Co-Maker_________________________________Witness______________________________________Witness______________________________________Witness______________________________________{000011-999987 00193597.DOCX; 1}

EXHIBIT B

HILTON SYSTEMS SOLUTIONS, LLCHILTON INFORMATION TECHNOLOGY SYSTEM AGREEMENTAddress For Notices to CustomerAddress Of Customer’s SiteCustomer Name: %LegalEntity% Site Name: %PropertyName%Attention: %PrimaryContactName% Attention: %GMName%Address: %PrimaryContactAddress1% Address: %PropertyAddress1%%PrimaryContactAddress2%%PropertyAddress2%%PrimaryContactCity%%PropertyCity%%PrimaryContactState%%PropertyState%%PrimaryContactZip%%PropertyZip%Address For Notices to Hilton Systems Solutions, LLCDivision: %BrandCodeDesc%Attention: Dir. OnQ® Deployment Planning – Randy KanayaAddress 755 Crossover LaneMemphis, TN 38117On the terms and conditions set forth herein, Hilton Systems Solutions, LLC, a Delaware limited liability company(“HSS”) and %LegalEntity% (the “Customer”) as either the owner of a property managed by an affiliate of HSS or as alicensed franchisee of an affiliate of HSS, hereby enter into this Hilton Information Technology System Agreement (the“Agreement” or the “HITS Agreement”) wherein HSS agrees to license or sublicense to Customer certain ProprietarySoftware and Certified Third Party Software, as such terms are defined herein, and may provide certain equipment(“Authorized Equipment”) as described herein that is leased, licensed or purchased by Customer for the operation ofHSS’s OnQ® technology. Such software and equipment needed for the operation of HSS’s OnQ® technology arecollectively referred to herein as the “Information System”. The Customer agrees that such licenses or sublicenses ofsoftware and any equipment provided herein are subject to the terms and conditions of the Agreement and theadditional terms, conditions, and additional programs contained in the schedules (the “Schedules”) attached hereto:Schedule A: Information System Software Licensed / Services ProvidedSchedule B: System Cost and Payment TermsSchedule C: Software Maintenance / Cost and Payment TermsSchedule D: Authorized Equipment Description / Purchase Terms and ConditionsSchedule E: Authorized Equipment Maintenance / Cost and Payment TermsSchedule F: Microsoft Participation AgreementSchedule G: Certified Third Party Software / Additional Terms and ConditionsSchedule H: Subsequent Purchase of Additional Equipment, Software and ServicesSchedule I: Joinder by Preferred RetailerSchedule J: Joinder by Preferred LessorSchedule K: Joinder by Preferred Services ProviderSchedule L: Total Solution Program AgreementSchedule M: Hilton Brand Fee Based Pricing Program Agreement – .75%Schedule N: Hilton Brand Fee Based Pricing Program Agreement – 1%Schedule O: Hilton Brand Fee Based Pricing Program Agreement – REIT HotelSchedule P: Doubletree Authorized Equipment RefreshSchedule Q: Hilton Garden Inn Refresh Program AgreementSchedule R: Intentionally OmittedSchedule S: Intentionally OmittedSchedule T: Independent Brand Fee Based Pricing Program Agreement – .75%Schedule U: Intentionally OmittedSchedule V: Conrad or Waldorf Astoria Hotel Fee Based Pricing Program Agreement – .75%Schedule W: Conrad or Waldorf Astoria Hotel Fee Based Pricing Program Agreement – .45%For the purposes of this Agreement, the Authorized Equipment shall mean any equipment listed on Schedule D.{000011-999987 00193473.DOCX; 1}

Effective Date: The effective date (“Effective Date”) shall be the date signed by HSS.CUSTOMER: %LegalEntity% HILTON SYSTEMS SOLUTIONS, LLCBy: %HotelApproverSignature% By: %HiltonApproverSignature%Authorized SignatureAuthorized SignaturePrint Name: %HotelApproverName% Print Name: Randy KanayaTitle: %HotelApproverTitle% Title: Director – OnQ® Deployment PlanningDate: %HotelApprovedDate% Date: %HiltonApprovedDate%{000011-999987 00193473.DOCX; 1}

TERMS AND CONDITIONS1. System Cost. The System Cost (the “System Cost”) includes license fees for HSS’s proprietary softwarelicensed from HSS (the “Proprietary Software”) and for the license or sublicense (“license”) of certain third partysoftware tested to work on the Information System with Authorized Equipment and installed by HSS’s PreferredServices Provider (the “Certified Third Party Software”), any related fees for equipment and software installation andany training services to be provided. The System Cost and the payment schedule and terms are set forth in Schedule“B”. In addition to the System Cost specified in Schedule “B” for all software provided by HSS hereunder, alltransportation, handling, rigging and insurance charges from the shipping point to destination shall be borne byCustomer. Customer acknowledges that HSS or its affiliates and subsidiaries may derive revenues and/or othermaterial consideration on all or a portion of the System Cost or for the license of software, the sale or lease ofequipment or the provision of services relating to this Agreement.2. Master Agreements. HSS or its designee may, from time to time, without warranty or representation of any kind,negotiate with an outside vendor, a master computer equipment purchase agreement or a master software licenseagreement (the “Master Agreements”) and provide certain purchase opportunities for Customer to purchaseAuthorized Equipment from a preferred retailer (the “Preferred Retailer”), to lease Authorized Equipment from apreferred lessor (the “Preferred Lessor”) or to engage providers of computer software and systems services, such assite survey, implementation, installation and maintenance support (the “Preferred Services Provider” or “PSP”) or tolicense software pursuant to the terms of the Master Agreements, Customer may be required to execute a joinder tothese Master Agreements (Schedules I, J, K and U) and in such event Customer shall have direct privity of contractwith such vendor and shall be bound by the terms thereof as they apply to Customer and its purchases, leases orlicenses thereunder and Customer shall be directly and solely responsible for such purchases, leases and licenses.HSS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES IN REGARD TO THE PREFERREDRETAILERS, THE PREFERRED LESSORS OR THE PREFERRED SERVICES PROVIDERS, THEIRAGREEMENTS, PRODUCTS AND/OR SERVICES AND SHALL HAVE NO LIABILITY WHATSOEVER FOR THETERMS AND CONDITIONS THEREOF, PERFORMANCE OF ANY OBLIGATIONS OR OTHER AGREEMENTSTHEREUNDER, ANY EQUIPMENT PURCHASED, LEASED, OR INSTALLED, ANY SERVICES PERFORMED, ANYUSE OF ANY SOFTWARE, OR ANY SOFTWARE LICENSED OR SUBLICENSED PURSUANT THERETO.3. Customer Cooperation. Customer shall provide HSS and its affiliates, subsidiaries and third party vendors withsuch cooperation relating to HSS’s performance of its obligations under this Agreement as HSS may reasonablyrequest from time to time. Customer agrees to comply with the Information System’s regulations, rules and policies asHSS may determine from time to time.4. Notices. Except as otherwise specified herein, all notices, requests, demands or communications requiredhereunder shall be in writing, delivered personally or sent by first class U.S. mail or by a nationally reputable overnightcourier service, postage and other fees prepaid, to Customer and HSS at the addresses first set forth above (or atsuch other addresses as shall be given in writing by either of the parties to the other in accordance with this Section).All notices, requests, demands or communications shall be deemed effective upon delivery or three (3) days followingdeposit in the U. S. mail or effective one (1) business day following delivery to a nationally reputable overnight courierservice in accordance with this Section. Additional notices may be required by the Schedules attached hereto.5. Termination of Agreement.(a) HSS shall have the right, without limiting any of its other rights or remedies, to terminate this Agreementupon ten (10) days prior written notice to Customer in the event of a Customer default (as defined in Section5(b) below) or in the event Customer ceases to be a licensed franchisee of Hilton Worldwide, Inc. (“HWI”) or itsaffiliate or subsidiary through Customer’s license agreement (“License Agreement”) or otherwise entitled tooperate a hotel, timeshare, steamboat or cruise line using the name “Hilton” or any other registered trademarkor tradename of HWI or its affiliate or subsidiary pursuant to the terms of a written management agreement(the “Management Agreement”) between Customer and HWI or any of HWI’s affiliates or subsidiaries. TheLicense Agreement and the Management Agreement are collectively referred to herein as the “BrandAgreements.” The Master Agreements and the Brand Agreements are collectively referred to herein as the{000011-999987 00193473.DOCX; 1}

“Other Agreements.” For purposes of this Agreement, an affiliate hotel operating pursuant to an affiliationagreement shall be included in the term “licensed franchisee” during conversion and rebranding.(b) For purposes hereof, a default by Customer shall be deemed to occur if Customer shall fail to pay all orany portion of any amounts due and payable hereunder or shall breach any other material provision of thisAgreement or the Schedules attached hereto and such breach shall continue uncured for a period of ten (10)days after receipt of written notice thereof from HSS.(c) Upon any termination of this Agreement, Customer shall immediately cease all use of the InformationSystem and promptly return any and all copies of Proprietary Software, Certified Third Party Software and anyrelated documentation to HSS. Within five (5) business days following such termination, an officer ofCustomer shall certify in writing to HSS that all such copies and documentation have been returned to HSS. Inthe event of a termination before the expiration of twelve (12) full calendar months, Customer shall pay HSS’sthen current termination fee. HSS shall have no obligation to provide any maintenance or other services toCustomer following any termination of this Agreement.(d) All representations, promises, warranties and obligations of Customer shall survive the termination of thisAgreement.(e) In the event of a Customer default, as defined in Section 5(b), above, instead of immediately andcompletely terminating this Agreement pursuant to Section 5(a), above, HSS shall have the right to postponecomplete termination for such period of time as HSS, in its sole discretion, may determine and HSS and/or itsaffiliates and subsidiaries shall have the right during such period of time to exercise one or more of thefollowing interim remedies (each an “Interim Remedy”):(i) Disable all or any part of the Information System available to Customer and/or suspend any one ormore of the services provided or supported under this Agreement, or any Schedule hereto.(ii) Charge Customer for the cost relating to any equipment, equipment maintenance, software,software maintenance, information technology, network and/or other services which were previouslyprovided under this Agreement to Customer at no additional charge other than the fees Customer paidunder this Agreement, or any Schedule hereto; charge Customer for all costs related to suchsuspending, disabling, and, if defaults are cured as required, re-enabling, together with theintervention or administration fees set forth in the Standards Manuals; and charge Customer for anyequipment, equipment maintenance, software, software maintenance, information technology, networkand/or other services HSS and/or its affiliates and subsidiaries, in their sole discretion, determine toprovide Customer after complete termination and/or the imposition of any Interim Remedy (each, an“Information Technology Recapture Charge”). An Information Technology Recapture Charge may, atHSS’s and/or its affiliate’s or subsidiary’s sole option, take the form of one or more specific dollaramounts and/or of a percentage increase to any of the fees which are based on a percentage of anyof Customer’s revenues under this Agreement, or any Schedule hereto (a “Percentage Fee”). If anInformation Technology Recapture Charge consists of one or more specific dollar amounts, thenCustomer must pay each such amount immediately upon demand or as may be otherwise specified. Ifan Information Technology Recapture Charge consists of an increase to a Percentage Fee, Customermust pay the increased Percentage Fee when and as provided for the underlying applicable fee ineach such agreement. Customer understands and agrees that such increases may be levied in anyPercentage Fee notwithstanding any other provision of any such agreement.(iii) Suspend and withhold performance of any one or more of its other obligations under thisAgreement, or any Schedule hereto.Customer shall not be entitled to any compensation, refund or reduction in charges by reason of the exerciseof any Interim Remedy by HSS and/or its affiliates and subsidiaries.Customer acknowledges and agrees that postponement of complete termination and/or the exercise of anyInterim Remedy shall not constitute or result in actual or constructive termination or abandonment of this Agreement,{000011-999987 00193473.DOCX; 1}

or any Schedule hereto, or a waiver or release of any right to terminate in accordance with Section 5(a) above. Anyone or more of the Interim Remedies may be exercised at any time and from time to time, in such order and for suchperiods as HSS and/or its affiliates and subsidiaries may determine.If, after any Interim Remedy is imposed but before HSS exercises its reserved right to terminate thisAgreement (as provided above), Customer completely cures to HSS’s satisfaction the subject default, then HSS mayeither elect to terminate this Agreement despite Customer’s untimely cure, or, at HSS’s sole option, elect not toterminate this Agreement; if the latter, HSS will withdraw the Interim Remedy on a going-forward basis.(f) The remedies provided in this Section 5 are cumulative and in addition to all other rights and remediesavailable to HSS and/or its affiliates and subsidiaries by contract, at law or in equity, and no liability whatsoever shallaccrue to any of them by reason of exercise of any such rights or remedies or the consequences thereof.6. Price Change, Delivery Expense, Taxes and Payment in U.S. Dollars.(a) All Authorized Equipment and Certified Third Party Software to be purchased, leased, or sublicensed iscontingent upon availability, and the price is subject to change by the manufacturer, the licensor or thePreferred Retailer.(b) Unless specified otherwise herein, Customer hereby assumes the expense of delivery and in-transitinsurance for the Authorized Equipment.(c) Unless otherwise provided in the Agreement, all fees, costs, charges and any other amounts payable byCustomer to HSS or to any Preferred Retailer, Preferred Lessor or Preferred Services Provider pursuant to theterms of this Agreement shall be exclusive of any and all withholding, sales, use, property, excise, grossreceipts, consumption, VAT and other similar country, federal, state, municipal or local taxes or duties, levies,fees and assessments of whatsoever nature (collectively, “Taxes”). Customer shall pay all Taxes resultingfrom this Agreement, including but not limited to, the provision of Authorized Equipment, the license orsublicense of Proprietary Software or Certified Third Party Software, or the provision of services. If Customeris required by any applicable law to make any deduction or withholding on account of Taxes or otherwise fromany payment payable to HSS or any Preferred Retailer, Preferred Lessor or Preferred Services Provider underthis Agreement, Customer shall, together with such payment, pay such additional amount as will ensure thatHSS or any of such other entities receives a net amount (free from any deduction or withholding in respect ofsuch additional amount itself) free and clear of any such Taxes or other deductions or withholdings and equalto the full amount which HSS or any such other entities would otherwise have received if no such Taxes orother deductions or withholdings had been required. HSS or the appropriate Preferred Retailer, PreferredLessor or Preferred Services Provider may, where appropriate, provide an invoice to Customer for Taxes,deductions or withholdings that were deducted or withheld from any payment made to HSS or any otherentities under this Agreement, which invoice Customer must promptly pay. Promptly after payment of Taxes,Customer shall forward the following to HSS: (1) copies of official receipts or other evidence reasonablysatisfactory to HSS showing the full amount of Taxes and/or any other deduction or withholding that has beenpaid to the relevant tax authority; and (2) a statement in English (in a form HSS requires) listing the full amountof Taxes and/or any other deduction or withholding that has been paid in local currency and U.S. Dollars.Such tax receipts and statements should be sent to: Withholding Tax Coordinator, Corporate Tax Department,Hilton Worldwide, Inc., 755 Crossover Lane, Memphis, TN 38117, or at such other address that HSS maydesignate to Customer.(d) Unless otherwise specified by HSS in writing, Customer shall make all payments in United States dollarsto HSS or any other entity designated by HSS.7. Precedence. The terms and conditions of Customer’s use of the Information System shall be governedexclusively by this Agreement, notwithstanding the terms of any product order that may be submitted by Customer toHSS. In the event of any inconsistency between this Agreement and any product order or similar document submittedby or on behalf of Customer to HSS, or in the event of any additional terms contained in any such product order orsimilar document submitted by or on behalf of Customer to HSS, the terms of this Agreement shall control, and anyadditional or inconsistent terms contained in any such order or other document shall be deemed stricken from such{000011-999987 00193473.DOCX; 1}

order unless specifically and expressly agreed to in writing by an authorized officer of HSS. To the extent of anyinconsistent terms and conditions between the Schedules attached hereto and these terms and conditions, the termsand conditions of the attached Schedules shall control. In the event of any conflict between the terms of thisAgreement and the terms of the Brand Agreements (including the Standards and/or Operating Manual(s) (the“Standards Manuals”), the terms of the Brand Agreements shall govern.8. Software. HSS shall provide Customer with copies of certain Proprietary Software listed on Schedule A attachedhereto and, in HSS’s sole discretion, license or sublicense certain Certified Third Party Software described in thisAgreement (collectively, the “Software”) and install the Software on the Authorized Equipment on Schedule D.Installation shall be deemed complete upon certification by the installer that the Software has been properly installed.With respect to the Certified Third Party Software licensed or sublicensed hereunder, Customer’s rights shall begoverned by any terms and conditions attached to or specified on Schedule G and by any such third party softwarevendor’s standard license agreement. Customer may be required to execute a separate license agreement directlywith one or more of such third party software vendors. With respect to the Microsoft software, Customer’s license shallalso be governed by the Microsoft Participation Agreement attached hereto as Schedule F. With respect to theProprietary Software licensed hereunder to Customer and with respect to any Certified Third Party Software licensedor sublicensed hereunder, for which there is no standard or separate third party vendor software license agreementattached to or specified herein, the terms of Customer’s software license (the “Software License”) shall be as follows:(a) The Software License shall be personal, non-exclusive and non-transferable.(b) The Proprietary Software and the Certified Third Party Software may be used by Customer solely on theAuthorized Equipment and solely for Customer’s own internal hotel operations relating to the management ofits hotel and/or resort and for its guest and ancillary services at Customer’s Site listed on page 1 hereof.Except for a single program copy of Certified Third Party Software which may be maintained by Customersolely for archival back-up purposes, Customer shall not reproduce the Proprietary Software, the CertifiedThird Party Software or any related documentation. Customer shall not reverse assemble, reverse compile orotherwise attempt to reverse engineer any of the Proprietary Software or any of the Certified Third PartySoftware.(c) Customer shall not permit any of the Proprietary Software or Certified Third Party Software to be accessedby or used on any equipment other than the Authorized Equipment.(d) Recognizing the confidential and proprietary nature of the Proprietary Software and the Certified ThirdParty Software, Customer agrees to maintain such software in confidence and not to disclose any of suchsoftware or related documentation to any third party nor permit such software and related documentation to beused or accessed by anyone other than Customer’s employees. Customer shall not be provided machinereadable object code or source code.(e) No legal or equitable title to or ownership of any of the Proprietary Software or any of the Certified ThirdParty Software or any proprietary rights therein are transferred to Customer hereunder other than the limitedSoftware License specified herein.(f) Unless otherwise specified in this Agreement, the initial term of the Software License granted to Customerwith respect to any of the Proprietary Software or the Certified Third Party Software shall be three (3) yearsfrom the Effective Date of this Agreement. Thereafter, this Software License shall be automatically extendedby HSS for additional three (3) year terms, unless HSS notifies Customer to the contrary.9. No Warranties/Limited Warranties.(a) HSS MAKES NO WARRANTIES AS TO ANY CERTIFIED THIRD PARTY SOFTWARE, ANYAUTHORIZED EQUIPMENT OR TO ANY SERVICES PROVIDED BY THE PREFERRED SERVICESPROVIDERS. THE SOLE WARRANTIES PROVIDED TO CUSTOMER, IF ANY, WITH RESPECT TO THECERTIFIED THIRD PARTY SOFTWARE, AUTHORIZED EQUIPMENT OR SERVICES PROVIDED BY THEPREFERRED SERVICES PROVIDERS ARE PROVIDED BY THE APPLICABLE THIRD PARTY VENDORPURSUANT TO A WRITTEN WARRANTY, IF ANY, PROVIDED TO CUSTOMER BY SUCH THIRD PARTY{000011-999987 00193473.DOCX; 1}

VENDOR. IN THE EVENT CUSTOMER NOTIFIES HSS OF ANY CONDITION WHICH CUSTOMERBELIEVES CONSTITUTES A BREACH OF ANY WARRANTY PROVIDED BY A THIRD PARTY VENDOR,HSS SHALL, UPON CUSTOMER’S REQUEST, PROVIDE REASONABLE COOPERATION ANDASSISTANCE IN NOTIFYING SUCH THIRD PARTY VENDOR OF SUCH CONDITION AND IN URGINGSUCH THIRD PARTY VENDOR TO CORRECT SUCH CONDITION.(b) PROVIDED THAT CUSTOMER NEITHER ATTACHES NOR USES THIRD PARTY EQUIPMENTAND/OR INTERFACES WITH THE AUTHORIZED EQUIPMENT WHICH HAVE NOT BEEN CERTIFIED BYHSS AS MEETING HSS’s SPECIFICATIONS NOR INSTALLS OTHER THIRD PARTY SOFTWARE OR NON-HSS PROPRIETARY SOFTWARE ON THE EQUIPMENT, HSS REPRESENTS AND WARRANTS THAT THEAUTHORIZED EQUIPMENT LISTED ON SCHEDULE D WILL RUN THE PROPRIETARY SOFTWAREPURSUANT TO THE TERMS HEREOF. HSS’s OBLIGATIONS HEREUNDER SHALL NOT APPLY TO ANYERRORS, DEFECTS OR PROBLEMS CAUSED IN WHOLE OR IN PART BY (i) ANY MODIFICATIONS ORENHANCEMENTS MADE TO ANY OF THE PROPRIETARY SOFTWARE OR THE CERTIFIED THIRDPARTY SOFTWARE BY CUSTOMER OR ANY THIRD PERSON OR ENTITY OTHER THAN HSS; (ii) ANYSOFTWARE PROGRAM, EQUIPMENT, FIRMWARE, PERIPHERAL OR COMMUNICATION DEVICE USEDIN CONNECTION WITH THE AUTHORIZED EQUIPMENT OR THE PROPRIETARY SOFTWARE WHICHWAS NOT APPROVED IN ADVANCE IN WRITING BY HSS; (iii) THE FAILURE OF CUSTOMER TOFOLLOW THE MOST CURRENT INSTRUCTIONS PROMULGATED BY HSS OR ANY THIRD PARTYVENDOR FROM TIME TO TIME WITH RESPECT TO THE PROPER USE OF THE INFORMATIONSYSTEM; (iv) ANY DEFECT OR FAILURE TO OPERATE IN ACCORDANCE WITH MANUFACTURER’S,DISTRIBUTOR’S OR PUBLISHER’S SPECIFICATIONS THEREFORE OF ANY AUTHORIZED EQUIPMENTOR CERTIFIED THIRD PARTY SOFTWARE; (v) THE FAILURE OF CUSTOMER TO SCHEDULE REGULARPREVENTIVE MAINTENANCE IN ACCORDANCE WITH STANDARD HSS PROCEDURES; (vi) FORCESOR SUPPLIES EXTERNAL TO THE INFORMATION SYSTEM, INCLUDING WITHOUT LIMITATION THOSEREASONS SET FORTH IN THE FORCE MAJEURE SECTION BELOW; (vii) THE NEGLIGENCE OFCUSTOMER OR ANY OTHER THIRD PERSON OR ENTITY. ANY CORRECTIONS PERFORMED BY HSSFOR ANY SUCH ERRORS, DIFFICULTIES, OR DEFECTS SHALL BE FIXED, IN HSS’s SOLE DISCRETION,AT HSS’s THEN CURRENT TIME AND MATERIAL CHARGES. HSS SHALL BE UNDER NO OBLIGATION,HOWEVER, TO FIX ANY SUCH CUSTOMER OR EXTERNALLY CAUSED ERRORS, DEFECTS ORPROBLEMS.(c) EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 9, HSS DISCLAIMS ALL EXPRESS ORIMPLIED WARRANTIES WITH RESPECT TO THE INFORMATION SYSTEM, INCLUDING, BUT NOTLIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE, NONINFRINGEMENT, DESIGN, ACCURACY, CAPABILITY, SUFFICIENCY,SUITABILITY, CAPACITY, COMPLETENESS, AVAILABILITY, COMPATIBILITY, OR ARISING FROMCOURSE OF DEALING OR COURSE OF PERFORMANCE. HSS DOES NOT WARRANT THAT THEINFORMATION SYSTEM OR THE SERVICES PROVIDED HEREUNDER WILL BE CONTINUOUSLYAVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THEINFORMATION SYSTEM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR WILLBE ACCURATE OR COMPLETE. HSS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONSREGARDING THE USE OF, OR THE RESULTS OF, THE INFORMATION SYSTEM IN TERMS OF ITSCORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE PROVISIONS OF THIS SECTION 9STATE THE ENTIRE LIABILITY OF HSS AND THE SOLE AND EXCLUSIVE REMEDIES OF CUSTOMERFOR ANY BREACH OF ANY WARRANTY FOR THE INFORMATION SYSTEM OR SERVICES PROVIDEDPURSUANT TO THIS AGREEMENT.10. Proprietary Rights Notices. Customer shall not remove or obscure any copyright, trademark or confidentialitynotices or marks affixed to any Software.11. Infringement Claims.(a) HSS shall not be liable in connection with any claim of infringement of intellectual property rights, including,but not limited to, copyright, patent, trade secret, trademark, service marks, trade names, trade dress, logos,artist rights, droit moral, privacy, publicity or rights under other intellectual property laws (collectively,{000011-999987 00193473.DOCX; 1}

“Intellectual Property Rights”) if Customer has modified any of the Proprietary Software or the Certified ThirdParty Software, combined any such software or related material with or into any other programs, data, devices,components or applications and such infringement would not have occurred without such modification orcombination. Further, HSS shall have no liability hereunder if such liability arose or was incurred in whole or inpart because of any access, use, copying, distribution, modification or other exploitation of the InformationSystem beyond the scope permitted under this Agreement.(b) Pursuant to Title 17, United States Code, Section 512(c)(2), if Customer receives notice of a claimedcopyright infringement (or other Intellectual Property Right infringement), Customer shall promptly submit anotification (in accordance with Title, 17, United States Code, Section 512(c)(3)) to the following DesignatedAgent (or any other individual hereinafter designated by HSS):Service Provider(s): Hilton Worldwide, Inc.Name of Agent Designated to Receive Notification of Claimed Infringement: Barbara L. ArnoldFull Address of Designated Agent to Which Notification Should be Sent: Hilton Worldwide, Inc., LegalDepartment, 755 Crossover Lane, Memphis, Tennessee 38117Telephone Number of Designated Agent: (901) 374-5099Email Address of Designated Agent: Barbara.Arnold@Hilton.ComIf Customer has not received a notice of an Intellectual Property Right infringement but believes thatCustomer’s data or other files accessed, used, saved, stored or backed-up on the Information Systeminfringes any Intellectual Property Rights, Customer shall promptly notify the Designated Agent listed above.12. Additional Services. Any services provided by HSS to Customer at Customer’s request in addition to theservices which HSS is obligated to perform pursuant to the express terms of Schedule A (the “Additional Services”)shall be billed to Customer by HSS at its standard rates then in effect or as otherwise agreed in writing by HSS andCustomer and shall be due and payable by Customer within fifteen (15) days from the date of invoice.13. Limitations of Liability and Exclusions of Damages.(a) THE REMEDIES EXPRESSLY PROVIDED IN THIS AGREEMENT CONSTITUTE CUSTOMER’S SOLEAND EXCLUSIVE REMEDIES. IN NO EVENT SHALL HSS BE LIABLE FOR ANY SPECIAL, INCIDENTAL,CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FORLOSS OF USE, LOST PROFITS OR LOSS OF DATA OR INFORMATION OF ANY KIND, ARISING OUT OFOR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT HSS HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL HSS’s LIABILITY TO CUSTOMERARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OROTHERWISE, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO HSS UNDER THISAGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE TIME THAT THECAUSE OF ACTION GIVING RISE TO SUCH LIABILITY FIRST ACCRUES.(b) CUSTOMER ACKNOWLEDGES THAT ITS USE OF THE INFORMATION SYSTEM, INCLUDING, BUTNOT LIMITED TO, THE USE, SAVING, STORING OR BACKUP OF CUSTOMER’S DATA AND OTHERFILES RELATING TO CUSTOMER’S OPERATION, AND/OR CERTAIN OTHER CUSTOMER DATA ANDFILES AS MAY BE UTILIZED ON THE INFORMATION SYSTEM IS NOT WITHOUT RISK AS TOLIMITATIONS, FAILURE AND/OR INTERRUPTION. FOR INSTANCE, THERE COULD BE A FAILURE ORINTERRUPTION OF CUSTOMER’S ACCESS TO OR ANY USE OF THE INFORMATION SYSTEM FOR ANINDETERMINATE PERIOD OF TIME DEPENDING UPON THE NATURE AND SEVERITY OF THE EVENTCAUSING THE FAILURE OR INTERRUPTION. HSS IS NOT RESPONSIBLE FOR INCORRECT ORINACCURATE ENTRY INFORMATION, OR DESTROYED, IMPAIRED OR LOST DATA, WHETHERCAUSED BY CUSTOMER OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH ORUTILIZED IN THE INFORMATION SYSTEM OR BY ANY TECHNICAL OR HUMAN ERROR WHICH MAYOCCUR IN THE PROCESSING OF ANY INFORMATION RELATED TO THE INFORMATION SYSTEM.CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT NEITHER HSS NOR ANY SUCH THIRDPARTY PROVIDER SHALL BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY DELAYS,FAILURES, OR INTERRUPTIONS IN THE ACCESS TO OR ANY USE OF THE INFORMATION SYSTEM{000011-999987 00193473.DOCX; 1}

DUE TO, BUT NOT LIMITED TO, THE REASONS SET FORTH IN THE FORCE MAJEURE SECTIONBELOW.(c ) HSS RESERVES THE RIGHT FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, CUSTOMER’SFAILURE TO COMPLY WITH THE INFORMATION SYSTEM’S USE REGULATIONS, RULES ANDPOLICIES, TO TEMPORARILY BAR ACCESS OF CUSTOMER TO THE INFORMATION SYSTEM AND/ORTO TEMPORARILY OR PERMANENTLY REMOVE ANY OR ALL DATA OR OTHER FILES. IF HSS OR THETHIRD PARTY PROVIDER HEREUNDER DETERMINES or receives notice THAT CUSTOMER’S NETWORKCONNECTION, SOFTWARE, EQUIPMENT OR FILES MAY INFECT THE INFORMATION SYSTEM WITH AVIRUS, THAT INTERNET ACCESS BY THE CUSTOMER OR CUSTOMER’S ACCESS TO OR USE OF THEINFORMATION SYSTEM IS IN VIOLATION OF THE APPLICABLE ACCEPTABLE USE POLICYGOVERNING USE OF the INTERNET SERVICE PROVIDER’S SERVICES (“aUP”), THE DIGITALMILLENNIUM COPYRIGHT ACT (THE “dmca”) OR OTHER GOVERNMENTAL LAW OR REGULATION ORTHAT CUSTOMER’S NETWORK CONNECTION, SOFTWARE, EQUIPMENT OR FILES MAY CAUSE HARMTO or disrupt the INFORMATION SYSTEM. HSS AND THE THIRD PARTY PROVIDER SHALL NOT BELIABLE FOR ANY INCONVENIENCE OR DISRUPTION TO THE CUSTOMER CAUSED BY SUCHMEASURES.(d) ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 U.S.C. §§ 2701–2711): HSS MAKES NOGUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY DATA OR OTHER FILES TRANSMITTED ONOR THROUGH THE INFORMATION SYSTEM. HSS WILL NOT BE LIABLE FOR THE PRIVACY OF ANYDATA OR OTHER FILES TRANSMITTED ON OR THROUGH THE INFORMATION SYSTEM.(e) HSS MAY INFORM GOVERNMENTAL AUTHORITIES OR INTERESTED THIRD PARTIES IF HSSSUSPECTS, BELIEVES OR RECEIVES NOTICE THAT CUSTOMER’S DATA OR OTHER FILES CONTAINLEGALLY PROHIBITED INFORMATION OR ARE BEING USED FOR ILLEGAL PURPOSES. CUSTOMERACKNOWLEDGES THAT HSS OR THE THIRD PARTY PROVIDER MAY MONITOR AND REVIEW STOREDDATA AND OTHER FILES WITHOUT RESTRICTION AND CUSTOMER HEREBY ACKNOWLEDGES ANDCONSENTS TO SUCH MONITORING. CUSTOMER ALSO ACKNOWLEDGES THAT HSS OR THE THIRDPARTY PROVIDER MAY NEED TO RELEASE CUSTOMER’S DATA OR OTHER FILES WHEN HSS ORTHE THIRD PARTY PROVIDER BELIEVES IT MUST DO SO IN ORDER TO COMPLY WITH A LAW,SUBPOENA, WARRANT, ORDER OR REGULATION ARISING FROM LITIGANTS, LAW ENFORCEMENT,COURTS AND OTHER GOVERNMENTAL AGENCIES. NEITHER HSS NOR THE THIRD PARTYPROVIDER SHALL BE RESPONSIBLE OR LIABLE TO CUSTOMER FOR ANY SUCH ACTIONS TAKEN BYHSS OR THE THIRD PARTY PROVIDER.14. Limitations on Actions. No action, regardless of form, arising out of the transactions under this Agreement, otherthan an action for nonpayment, or for billing errors may be brought by either party hereto more than one (1) year afterthe cause of action has occurred.15. Third Party Claims. The Released Parties, as defined in Section 16, shall have no liability to third parties forany claims, losses or damages of any type whatsoever arising out of or in any way related to the access to or any useof the Information System, or, without limitation, any of the other products or services provided under this Agreementor the Schedules attached hereto. Customer shall be responsible for, and Customer agrees to indemnify the ReleasedParties and hold them harmless from and with respect to, any loss or damage (including without limitation attorneys’fees, costs and expenses) which arise out of Customer’s access to or any use of the Information System or any of theother products or services provided under this Agreement or the Schedules attached hereto, including, but not limitedto, infringement of any Intellectual Property Rights.16. Estoppel and Release. Customer hereby (i) certifies to HSS and its subsidiaries and affiliates that thisAgreement, the Master Agreements and all other agreements relating to Customer’s Site listed on page 1, (collectively,the “Agreements”) are each in full force and effect, and no default, claim, breach, offset, defense to full and strictenforcement, waiver or estoppel (collectively, a “Claim”), or condition that could with the passage of time, giving ofnotice or otherwise become a Claim, currently exists or has existed against HSS or its subsidiaries or affiliates underthe Agreements; (ii) fully and forever releases, discharges, and agrees to indemnify, defend, and hold harmless HSSand its subsidiaries and affiliates and each of their respective former and present owners, and each of such entities’{000011-999987 00193473.DOCX; 1}

officers, employees, directors, shareholders, alter egos, affiliates, partners, representatives, agents, attorneys,successors and assigns (collectively, the “Released Parties”), from any and all Claims, demands, liens, actions, suits,causes of action, obligations, controversies, debts, costs, attorneys’ fees, expenses, damages, judgments, orders, andliabilities of whatever kind or nature in law, equity, or otherwise, whether now known or suspected which have existedor may have existed, or which do exist or which hereafter can, shall or may exist, based on any facts, events, oromissions occurring from any time on or prior to the execution of this Agreement which arise out of, concern, pertain,or relate in any way to the Agreements (the “Released Claims”). Customer acknowledges that there is a possibilitythat subsequent to the execution of this Agreement, Customer will discover facts or incur or suffer claims which wereunknown or unsuspected at the time this Agreement was executed, and which if known by Customer at that time mayhave materially affected Customer’s decision to execute this Agreement. Customer hereby acknowledges and agreesthat by reason of this Agreement and the release contained in this Agreement, it is assuming any risk of such unknownfacts and such unknown and unsuspected claims. Customer has been advised of the existence of Section 1542 of theCalifornia Civil Code (“Section 1542”), which provides:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW ORSUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIMMUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.Notwithstanding such provision, this release shall constitute a full release in accordance with its terms. Customerknowingly and voluntarily waives the provisions of Section 1542, as well as any other statute, law, or rule of similareffect (or in any state having similar statutes governing releases). In connection with such waiver and relinquishment,Customer hereby acknowledges it is aware that it may hereafter discover claims presently unknown or unsuspected, orfacts in addition to or different from those which it now knows or believes to be true with respect to the mattersreleased herein. Nevertheless, it is the intention of Customer, through this Agreement, and with the advice of itscounsel, to fully and finally settle and release all such matters, and all claims relative thereto, which do now exist, mayexist or have existed between and among the parties hereto. Customer hereby acknowledges that it has been advisedby its legal counsel and understands and acknowledges the significance and consequences of this release and of thisspecific waiver of Section 1542 and other such laws.17. Entire Agreement/Prior Agreements. This Agreement and the Schedules attached hereto constitute the entireunderstanding and agreement between Customer and HSS with respect to the transactions contemplated herein and,except for the Brand Agreements as noted in Section 7, supersede any and all prior or contemporaneous oral orwritten communications with respect to the subject matter hereof. No other agreements, covenants, representations orwarranties, express or implied, oral or written, have been made by either party to the other with respect to the subjectmatter hereunder. There being no expectations to the contrary between the parties hereto, no usage of trade or otherregular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement or alterin any manner any express terms of this Agreement or the Schedules attached hereto. Neither this Agreement nor theSchedules attached hereto shall be modified, amended or in any way altered except by an instrument in writing signedby an authorized representative of HSS and by an authorized representative of Customer. Without limiting thegenerality of the foregoing, this Agreement supersedes and terminates any prior or existing HMS, HPMS1, HPMS2,System 21® and Hilton Information Technology System Agreements. Nothing in this Section 17 disclaims anyrepresentation made in the Franchise Disclosure Document provided to the Customer.18. Cumulative Remedies. No remedy available to HSS hereunder or relating hereto shall be exclusive of any otherremedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedyhereunder or now or hereafter existing at law or in equity or by statute or otherwise. No waiver of any provision of thisAgreement or any Schedule attached hereto or any rights or obligations of either party hereunder shall be effective,except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shallbe effective only in the specific instance and for the specific purpose stated in such writing.19. Force Majeure. Neither HSS, the Preferred Retailer, the Preferred Lessor nor the Preferred Services Providershall be responsible for delays or failures in performance hereunder resulting from any act of God, fire, flood, lightningstrikes, tornadoes, earthquakes or other disasters, riots, civil commotion, terrorism, acts of war, labor disputes, strikes,lockouts, epidemics, governmental regulations imposed after the fact, network failure, communication line, power, airconditioning or humidity control failures, or any other occurrence beyond their reasonable control.{000011-999987 00193473.DOCX; 1}

20. Severability. If any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, theremainder of this Agreement shall remain valid and enforceable according to its terms. Without limiting the foregoing,it is expressly understood and agreed that each and every provision of this Agreement and the Schedules attachedhereto which provide for a limitation of liability, disclaimer of warranties, or exclusion or limitation of damages or otherremedies is intended by the parties to be severable and independent of any other provision and to be enforced assuch. Further, it is expressly understood and agreed that if any remedy hereunder is determined to have failed of itsessential purpose, all limitations of liability and exclusions of damages or other remedies set forth herein shall remainin effect.21. No Joint Venture. Nothing contained herein shall be deemed or construed as creating a joint venture orpartnership between HSS and Customer. Neither party is, by virtue of this Agreement, authorized as an agent or legalrepresentative of the other.22. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successorsand assigns permitted hereunder. Customer understands and acknowledges that HSS anticipates that it may arrangefor one or more third parties to provide certain services which HSS is obligated to provide to Customer hereunder.Customer further expressly agrees that HSS may assign or transfer this Agreement and/or any of its rights and dutieshereunder to any parent, subsidiary or affiliated entity or any entity which acquires all or substantially all of HSS’soperating assets, or into which HSS is merged or reorganized pursuant to any plan of merger or reorganization.Customer shall not have the right or power to assign or transfer this Agreement or any interest herein without HSS’sprior written consent, which consent may be withheld in the sole and absolute exercise of HSS’s discretion.23. Counterparts. This Agreement may be executed in one or more counterparts each of which shall constitute oneand the same instrument.24. Applicable Law, Consent to Jurisdiction, Equitable Relief and Waiver of Jury Trial. This Agreement shall begoverned by, and shall be construed, interpreted and enforced in accordance with, the laws of the State of New York,except for Section 16 which shall be governed by California Law. This Agreement will be enforced in accordance withthe following:The parties to this Agreement agree that any claim, suit, action or proceeding, brought by either party, arisingout of or relating to this Agreement or the relationships created hereby, any breach of this Agreement, and any and alldisputes between HSS and Customer, whether sounding in contract, tort or otherwise, shall be submitted foradjudication exclusively in the U.S. District Court for the Eastern District of Virginia, in Alexandria, Virginia or if thatcourt lacks subject matter jurisdiction, then in a court of competent jurisdiction whose jurisdiction includes FairfaxCounty, Virginia. Each party: (i) waives any objection which it may have that such court is not a convenient forum forany such adjudication; (ii) agrees and consents to the personal jurisdiction of such court ; and (iii) agrees that processissued out of such court or in accordance with the rules of practice of such court shall be properly served if servedpersonally or served by certified mail or other form of substituted service as provided under the rules of practice ofsuch court.The parties hereto acknowledge and agree that any party’s remedy at law for any breach or threatened breachof this Agreement which relates to requiring that the breaching party take any action or refrain from taking any actionwould be inadequate and such breach or threatened breach shall be per se deemed as causing irreparable harm tosuch party. Therefore, in the event of such breach or threatened breach, the parties hereto agree that in addition toany available remedy at law, including but not limited to monetary damages, an aggrieved party shall be entitled toobtain equitable relief in the form of specific enforcement, temporary restraining order, temporary or permanentinjunction, or any other equitable remedy that may then be available to the aggrieved party.Should venue be rejected by the U.S. District Court for the Eastern District of Virginia, in Alexandria, Virginia ora court of competent jurisdiction in Fairfax County, Virginia, then any litigation arising out of or related to thisAgreement or the relationships created hereby, any breach of this Agreement, and any and all disputes between HSSand Customer, whether sounding in contract, tort, or otherwise, will instead be submitted to and resolved exclusivelyby a court of competent jurisdiction located in the City and State of New York, New York. Customer agrees andconsents to such personal jurisdiction and venue in this substitute jurisdiction and waives and agrees never to assert,{000011-999987 00193473.DOCX; 1}

move or otherwise claim that this substitute venue is for any reason improper, inconvenient, prejudicial or otherwiseinappropriate (including asserting any claim under the judicial doctrine of forum non conveniens).TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OFTHE RELATIONSHIP BETWEEN THEM (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCHLITIGATION), ALL THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY. THIS WAIVER WILL APPLY TOALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING CLAIMSRELATED TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATEOR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION,AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEENOR AMONG HSS AND CUSTOMER OR BETWEEN OR AMONG ANY OF THEIR OWNERS, AFFILIATES,OFFICERS, EMPLOYEES OR AGENTS.25. Attorneys’ Fees. In the event of any suit, action or proceeding arising out of or relating to this Agreement or thetransactions contemplated hereby, the prevailing party thereunder shall be entitled to recover reasonable attorneys’and paralegals’ fees (for negotiations, trials, appeals and collection efforts) and court costs incurred in connectiontherewith in addition to any other relief to which such party may be entitled. The prevailing party shall be the party thatprevails on its claim whether or not an award or judgment is entered in its favor.26. No Reproduction. Customer acknowledges that the Proprietary Software (excluding any third party softwareused in operating the Information System) comprising the Information System is subject to certain Intellectual PropertyRights owned or held by HSS and/or its affiliates or subsidiaries and that the information contained therein isproprietary to HSS and/or its affiliates or subsidiaries. Customer agrees not to reproduce, nor duplicate, nor reuse, inwhole or in part, any Software, documentation or materials comprising the Information System in any manner (whetherdirectly or in creating a new use or otherwise) without the prior written consent of HSS. This prohibition againstreproduction also applies to the duplication and/or transmission of any related materials supplied by HSS.27. Confidentiality.(a) Customer shall maintain the confidential nature of the information contained in the materials which areprovided for its use at the Customer’s Site (the “Site”) also referred to herein as Customer’s Hotel (the “Hotel”)under this Agreement and the Schedules attached hereto. Customer agrees not to provide or otherwise makeavailable the Software or documentation comprising the Information System to any person or entity other thanCustomer’s employees at the Site without prior written consent of HSS. Customer further agrees to take allreasonable steps and precautions necessary to protect the Information System or any of the software orinformation contained therein from unauthorized use or disclosure by its agents, employees, or other thirdparties.(b) Customer hereby represents and warrants that it will not share with nor enter into any agreement orunderstanding with any competitors including any other Hilton hotel (other than a Hilton hotel owned by thesame owner) to share or exchange information concerning prices, bids, or terms or conditions of sale.(c) Customer further agrees that it shall maintain the confidential nature of the information contained in theProprietary Software and the Certified Third Party Software and related materials together with all of theinformation HSS and/or its affiliates and subsidiaries may obtain from Customer or about Customer or aboutthe Customer’s Site or its guests under this Agreement, or under any agreement ancillary to this Agreement,or otherwise related to this Agreement and agrees that such information is HSS’s and/or its affiliates’ andsubsidiaries’ proprietary and confidential information. All revenues related thereto will be HSS’s and/or itsaffiliates’ and subsidiaries’ property. However, Customer may at any time during or after the term of thisAgreement use to the extent lawful and at its sole risk and responsibility any information that Customeracquires from third parties in operating Customer’s Site, such as guest data. The information will becomeHSS’s and/or its affiliates’ and subsidiaries’ confidential and proprietary information which HSS and/or itsaffiliates and subsidiaries may use for any reason as it deems necessary or appropriate, in its sole discretion.Customer agrees not to provide or otherwise make available any of the information to any person or entityother than Customer's employees at Customer’s Site.{000011-999987 00193473.DOCX; 1}

28. Surviving Obligations. All representations, promises, warranties, and obligations of Customer shall survive thetermination of this Agreement. In the event that Customer makes improper use of the rights granted herein, the partiesagree that HSS and/or its affiliates and subsidiaries would suffer irreparable damage and HSS shall have the right toobtain an injunction to prevent such misuses and to protect its rights in the Information System, including, but notlimited to, the Software and the documentation or information contained therein or any use thereof. Such right toinjunctive relief shall be cumulative and in addition to any other right or remedy at law to which HSS may be entitled.In the event HSS shall employ legal counsel to enforce its rights hereunder, HSS shall be entitled, in addition to anyother damages, to recover reasonable attorneys’ fees and costs.{000011-999987 00193473.DOCX; 1}

SCHEDULE AINFORMATION SYSTEM SOFTWARE LICENSED / SERVICES PROVIDEDSoftware Item:Proprietary SoftwareOnQ® Interface Software:Call AccountingPBXVoice MessagingPoint Of SaleMovie Only BillingTV Services (Express Checkout, Movies, etc.)Mini-Bar PostingCredit Card Authorization & SettlementHigh Speed InternetPPICElectronic KeyEnergy Management%Sys21InterfaceSW%%CallAccounting%%PBX%%VoiceMail%%POS%%MovieSystem%%VideoCheckOut%%MiniBarPosting%%CreditCard%%INetCallAccounting%%PPIC%%ElectronicKey%%EnergyMgmt%“X” – Denotes requested interfacesDocumentation Item:ImplementationSite Survey RecapOnQ® ProposalOnQ® Implementation GuideOnQ® Installation GuideTraining ManualsPre-Conversion Training MaterialProprietary Software CBTProprietary Software On-line CoachTraining Item:As described below, Customer’s personnel must demonstrate an acceptable level of proficiency in theoperation of the Information System before Customer will be permitted to implement or use the Information System.These are summaries of some current requirements; however, more exact requirements may be set forth in theapplicable Brand and/or Standards Manual(s) and subject to change by HSS from time to time as set forth in theLicense Agreement and such Manuals.Information System Planning WorkshopIn order to assist Customer with acquiring necessary planning information regarding implementation of theInformation System, HSS periodically conducts implementation training either by telephone or during sessionsconducted in Memphis. This implementation training is designed to equip the Hotel’s personnel with the skillsnecessary to operate, train employees and plan for implementation of the Information System. Customer’s generalmanager (or HSS approved designee) is required to participate in this training along with other management staff(designated by HSS) to begin execution of the plan for implementation of the Information System.{000011-999987 00193473.DOCX; 1}

Hotel Employee TrainingThe Information System currently contains a complete self-paced computer based training (“CBT”) function which eachemployee of the Hotel will use to become proficient in the Information System’s functionality. The management of theHotel is responsible for ensuring that all employees who have responsibilities related to the front desk will be certifiedin the appropriate CBT modules prior to the implementation of the Information System, or within ten (10) days ofemployment, as the case may be.Proficiency to be DemonstratedCustomer’s General Manager (“GM”) shall be certified in the Information System’s operations procedures, or anew GM shall become certified within sixty (60) days of assuming the general manager’s position, as the case may be.All Hotel staff must successfully complete certification training as a prerequisite to receiving permission from HSS’sinstallation team to complete the implementation of the Information System. A minimum passing score for the GeneralManager or General Manager designee (for hotels over 300 rooms) is eighty percent (80%) with eighty percent (80%)for the combined average of the management team and eighty percent (80%) for the combined average of the teammembers who are principal users of the Information System.Installation Services Item:HSS May Use Third Party Designee to Provide Services HereunderFrom time to time during the term of the Agreement, HSS may elect to enter into a business relationship withone or more third party vendors to provide some or all of the goods and services to be delivered to Customer under theprovisions of the Agreement. Such services may include, but not be limited to, the procurement and configuration ofthe Authorized Equipment and Certified Third Party Software, the installation of same at the Hotel, and themaintenance of the Authorized Equipment and Certified Third Party Software at the Hotel on an ongoing basisfollowing installation. Customer agrees to pay invoices rendered by the third party vendors in accordance with theterms thereof as if they were rendered directly by HSS, and if Customer fails to do so, it shall be considered a defaulthereunder. At the present time, HSS has entered into an agreement in such capacity to use the Preferred Retailer,Preferred Lessor and/or the Preferred Services Provider whose joinder(s) is (are) attached to the Agreement andmade a part hereof.Implementation:As set forth in this Schedule A below, HSS (or its designee) will provide certain services for Customer’sAuthorized Equipment listed on Schedule D and related Certified Third Party Software. These are summaries of somecurrent requirements; however, more exact requirements may be set forth in the applicable Brand and/or StandardsManual(s) and are subject to change by HSS or HWI or their affiliate or subsidiary from time to time as set forth in theLicense Agreement and such Manuals.HSS will provide the services (the “On-Site Services”) of Systems Implementation consultants. The number ofconsultants is to be determined by HSS based upon size and type of the Hotel. The number of consultants on-site atthe Hotel and the person-days on-site for these consultants are listed on Schedule B – Cost of the InstallationServices. The number of days will be determined by HSS in its sole discretion. These consultants will:(i)work with the Hotel’s management to build the Hotel’s database, including the verification of the proper functioning ofthe Software;(ii) provide procedural support for the property management system to the Hotel’s management;(iii) work with the Hotel’s management to adapt their use of the Information System to meet the Hotel’s requirements;(iv) support the Hotel’s staff in their use of the Information System through the Hotel’s management;(v) work with the Hotel’s management to assure that the Hotel has all necessary tools for the implementation of theInformation System (i.e., Authorized Equipment, Certified Third Party Software, documentation, etc.);(vi) install or approve the installation of equipment to meet the requirements of the Hotel, HSS and the manufacturerof the Authorized Equipment;{000011-999987 00193473.DOCX; 1}

(vii) work with third party vendors to meet the technical criteria for interface communications; i.e., central reservations,call accounting, energy management, pay movies, high speed internet access, etc.;(viii) administer a trial run of the Information System to verify that the front desk staff and audit staff have been trainedproperly (the minimum passing score for the General Manager or General Manager designee (if applicable) is 80%,and 80% for the combined average of the management group and primary employee user group);(ix) verify that all front desk staff and Hotel’s management have successfully completed the Information SystemGuided Tour & Training;(x) identify and address operational problems that involve the Information System; and(xi) formulate and present recommendations that maximize efficient use of the Information System.InstallationWhether Customer elects to purchase the Authorized Equipment listed on Schedule D from the PreferredRetailer or lease such Authorized Equipment from the Preferred Lessor, HSS (or its designee as the case may be) willcoordinate the installation of such Authorized Equipment at the Hotel.(i) Customer or HSS, in HSS’s discretion, will obtain and maintain throughout the term hereof, at Customer’scost, the necessary communication vehicles (e.g., two dedicated telephone lines, one for direct communicationbetween HSS and the Hotel for the purpose of dialing up Customer’s Authorized Equipment to diagnose InformationSystem problems and the other to diagnose wide area network trouble), together with such other equipment as isreasonably necessary for the operation of the Authorized Equipment, including without limitation, network accessincluding wide area network connections to the Central Reservation System and Internet via frame relay and/or dial-upconnections, routers, and CSU/DSU equipment. Customer shall maintain for the term of this Agreement, atCustomer’s cost, all necessary communication links, including a modem and dial-up telephone line and a facsimilemachine or other electronic communications capability mutually acceptable to Customer and HSS.(ii) Customer shall make available, at its own expense, prior to the agreed upon installation date a locationthat, in HSS’s opinion, is suitable for installation of such Authorized Equipment. Customer shall furnish any electricalconnections and dedicated phone lines which may be required by HSS and shall perform and pay for all work,including alterations, which in the sole discretion of HSS is necessary to prepare the Hotel for the installation andproper operation of the Authorized Equipment.(iii) Any delay in shipment and installation of such Authorized Equipment or Certified Third Party Software,including delays by communications vendors, Preferred Retailers, Preferred Lessors, Preferred Services Providers orany other retailers or lessors, will, for the duration of such delay, excuse any failure of HSS to install the AuthorizedEquipment on or before the agreed upon installation date. However, HSS shall use commercially reasonable efforts torequire such approved vendors to comply with their service level agreements as to installation and shipment timing forCustomer’s installation, in accordance with such approved vendor agreements.(iv) If Customer elects to purchase such Authorized Equipment from another retailer or lessor, it shall be installed atthe Hotel on a date mutually agreed to by HSS and Customer following HSS’s (or its designee’s) determination that itconforms to HSS’s specifications and testing procedures and can be configured with the Software.Software InstallationIf Customer purchases the Authorized Equipment listed on Schedule D from HSS or the Preferred Retailer, thePreferred Retailer or HSS will install the Software and any related software as described in this Agreement on theAuthorized Equipment and HSS (or its designees) will complete the installation at the Hotel, as applicable, on theagreed upon installation date. If Customer does not purchase such Authorized Equipment from the Preferred Retailer,HSS or its designee will install the Software and any related software at such time as HSS designates in writing toCustomer. The Software may be installed in phases such that one or more Software Modules may be installed and/oroperational prior to other Software Modules. The Software Modules to be installed shall be as set out above and inthis Agreement, and Customer hereby agrees to permit the Preferred Retailer or HSS (or their designees) to install anyand all other Software Modules on the Authorized Equipment in or at the Hotel, as provided for herein.If Customer purchases such Authorized Equipment from a retailer other than the Preferred Retailer, Customershall pay for configuring the Authorized Equipment purchased from such retailer, with the Software. The additional{000011-999987 00193473.DOCX; 1}

cost for such configuration shall be as shown on Schedule B. Customer shall also be responsible for shipping andshipping related costs to and from HSS or its designee for such configuration.Cost of On-Site Services/Travel ExpensesThe cost of all On-Site Services (including the cost of the Systems Implementation Consultants) are shown onSchedule B. In addition to paying the cost of all On-Site Services, Customer shall reimburse HSS for any travelexpenses incurred by HSS (or its designee), including without limitation, those shown on Schedule B.Third Party Interface Testing and ConnectivityIf Customer requires the implementation of any OnQ® Interface software for connectivity to third party systems,Customer shall be responsible for any fees assessed by the third party vendors to test and implement the necessaryconnectivity. In addition, Customer will be required to make arrangements with any such third party vendor to providethe necessary assistance required to test and to implement the interface connectivity. This assistance requires thevendor to be on-site at the time of testing and implementation, unless the third party vendor can perform all necessarytasks (as defined by HSS) through a remote connection to the Customer’s third party system.{000011-999987 00193473.DOCX; 1}

SCHEDULE BSYSTEM COST AND PAYMENT TERMSCost of the Software License FeesCustomer shall pay HSS, Preferred Retailer, Preferred Services Provider or another retailer approved by HSS, a feefor the license of each copy of the Proprietary Software and the Certified Third Party Software, licensed or sublicensedto Customer by third parties or installed on the Authorized Equipment listed on Schedule D at the Hotel (the “LicenseFee”). The License Fee may be prorated to reflect the installation of some, but not all of the Proprietary SoftwareModules; however, Customer agrees to pay for the License Fees according to the schedule set forth below.Proprietary OnQ® Software LicenseProprietary OnQ® Interface Software LicensesOnQ® Virus and CAL Licenses$%System21SWFee%$%System21LicenseFee%$%System21VirusSW%If additional Hotel guest rooms (or suites) are added or constructed by Customer for Customer's Hotel at any time afterthe Effective Date of the Agreement, Customer will pay the cost of additional License Fees based upon the increase insuch rooms. Currently, the cost of the License Fees per additional room is $120.00.Cost of the Authorized Equipment, Certified Third Party Software and Other FeesThe cost of the Authorized Equipment, Certified Third Party Software and other fees are shown below. The costs willbe invoiced to Customer by HSS or by the Preferred Retailer.Authorized Equipment (as described in Schedule D) and Certified Third PartySoftware (as listed in Schedule D and described in Schedule G, as applicable)Kiosk Hardware and Installation FeeStandard Upgrade FeeStandard Plus Software License Fees$%System21HWFee%$%Kiosk%$%StandardUpgradeFee%$%StandardPlusSoftwareFee%*Note: The cost to configure equipment obtained by Customer from a non-preferred retailer, to be included here, whenapplicable.Cost of Training and Training ManualThe cost of the Training is shown below. This cost will be invoiced to Customer by HSS or the Preferred ServicesProvider at the same time as it renders its invoice to Customer for the License Fees. Additional costs for trainingreplacement general managers or other hotel personnel will be invoiced to Customer prior to such training dates.Customer will be responsible for charges incurred for use of Virtual Private Network (“VPN”) to access the OnQ®training hotel. These costs include fees from HSS’s current VPN access provider, for up to 5,000 minutes of networkaccess as well as HSS internal costs for configuration services. VPN access will be terminated for each property atthe time of hotel opening or live utilization of the Information System.Training System Access Fee$%TrainSysAccessFee%There is currently no additional charge for the CBT training modules which are included within the software.Information System Planning Workshop$%System21PlanningWS%{000011-999987 00193473.DOCX; 1}

Sales Skills Training: For the Hampton and Homewood brands (N/A for other brands), attendance is required bygeneral manager, assistant general manager, or full-time sales manager within ninety (90) days of employment.$%SalesTrainingFee%General Manager Leadership Program:For ES/HH/HIS/HW/DT/DC (N/A for other brands):Pre-Opening MaterialsFor ES/HH/HIS/HW/DT/DC (N/A for other brands):$%GMTrainingFee%$%PreOpeningFee%Cost of the Installation ServicesThe cost of the Services (including the cost of the Systems Implementation Specialists but excluding the cost of anyservices described in any other schedules) is shown below. This cost will be invoiced to Customer by HSS or thePreferred Services Provider at the same time as it renders its invoice to Customer for the Proprietary Software.Preferred Service Provider Fee:(Training Room Network Installation, as applicable)(Includes travel expenses)Project Management, Contracting and Sales fee (“PMCS Fee”)Site Survey (includes travel expenses)Installation Support FeeImplementation on-site services: (inclusive of travel for US and PR -Travel expenses to be billed at actual per guidelines below for others)Executive Briefing and Change ManagementEmail Setup Fee:Hi Tech Fee:Firewall Equipment and Configuration and/or Converged Network Install$%ServicesPreferred%$%ServicesPMCS%$%HHCSiteSurvey%$%InstallSupport%$%ImplementationFee%$%DevRecovery%$%Email%$%HiTechFee1%$%Firewall%Cost of Travel Expenses/Per Diem/ReschedulingCustomer shall pay for or promptly reimburse any out-of-pocket travel expenses actually incurred by HSS or anyvendor hereunder (or their designees), including without limitation:round-trip airfare (due to frequent scheduling changes, HSS is often unable to book airline tickets more thanone week in advance of travel);single room accommodations (if the Hotel cannot provide accommodations, comparable accommodations willbe utilized);meals;ground transportation (all ground transportation required to get to and from the Hotel as well as transportationused during HSS’s representatives’ stay at the Hotel);tips;taxes; andmiscellaneous expenses (including phone, internet, laundry, etc.).{000011-999987 00193473.DOCX; 1}

Promptly following HSS’s providing of the Services, an invoice will be submitted to Customer for HSS’srepresentatives’ out-of-pocket expenses, any additional per diem charges for its representatives (as described in theNotes below), any re-scheduling fee, and any additional travel expenses as set forth above, which invoice shall bepayable within fifteen days of Customer’s receipt of same.TOTAL PRICE$%TotalPrice%*TOTAL PRICE EXCLUDES TAXES, SHIPPING & ANY MONTHLY FEE ITEMS NOTED HEREINNotes: HSS requires that its representatives be on-site for the Hotel’s implementation of the Information System.Once HSS’s representatives are on-site, any delays in the Hotel’s implementation will result in additional expense toCustomer. If HSS’s representatives stay at the Hotel beyond the number of person-days to be provided as set forthabove, whether on account of a delayed opening caused by Hotel or at Customer’s request, Customer will be requiredto pay HSS (or its designee) currently $700 per representative per day for each such additional day, plus suchrepresentatives’ additional travel expenses. If a delay in implementation of the Information System caused solely bythe Hotel necessitates the departure and re-scheduling of HSS’s representatives, in addition to the fee set forth above,Customer will be required to pay a re-scheduling fee, currently $2000.00, plus such representatives’ additional travelexpenses. The re-scheduled date will be determined based on the needs of the Hotel as well as the availability ofHSS’s representatives.If Customer attaches or uses third party equipment and/or interfaces with the Authorized Equipment listed on ScheduleD which have not been certified or approved by HSS as meeting HSS’s specifications or installs other third party non-HSS proprietary software which has not been certified or approved by HSS as meeting HSS’s specifications on theequipment, the Information System may need to be reconfigured, and the entire cost of the reconfiguration shall beborne by Customer.Promptly following HSS’s providing of the Services, if applicable, due to implementation delays or requestedincremental days on-site, an invoice will be submitted to Customer for HSS’s representatives’ out-of-pocket expenses,any additional per diem charges for its representatives, any re-scheduling fee, and any additional travel expenses asset forth above, which invoice shall be payable within fifteen days of Customer’s receipt of same.Notes: All fees indicated are exclusive of applicable taxes (see Agreement section entitled “Taxes”). Unless otherwisespecified by HSS in writing, Customer shall make all payments in United States dollars to HSS or any other partydesignated by HSS in its sole discretion.Customer shall pay according to the terms of any invoice(s) submitted to Customer, including any provision for latecharges, the fee for the installation of any telephone line(s) or wide area network connection(s) necessary forconnection of the Authorized EquipmentCustomer shall purchase and replace, from any source, paper, ribbons and such other operating supplies as shall berequired for the operation of the Authorized Equipment.{000011-999987 00193473.DOCX; 1}

SCHEDULE CSOFTWARE MAINTENANCE / COST AND PAYMENT TERMS1. General. HSS shall provide Customer with maintenance and support for a term of one (1) year (with annualrenewals at the option of HSS) commencing upon execution hereof, for the Proprietary Software, specifically excludingany maintenance and support of any Certified Third Party Software (as described in the Agreement section designated“Software”).2. Certified Third Party Software Only. Customer understands that the use of any software other than that providedby HSS pursuant to this Agreement, unless such additional third party software has been approved in writing by theHSS Information Technology Department (collectively “Certified Software”), is not warranted for use on the AuthorizedEquipment, as set forth in Schedule D. In the event Customer uses or installs any third party software other thanCertified Software on the Authorized Equipment or uses equipment that is not Authorized Equipment, HSS shall haveno further obligations to provide any software maintenance services to Customer hereunder.3. Software Maintenance.(a) Customer acknowledges and understands that HSS is unable to modify the Certified Third Party Software.With respect to the Certified Third Party Software, HSS does not provide support. In the event Customernotifies HSS of any condition which Customer believes constitutes a breach of any warranty provided by athird party vendor or a defect in Certified Third Party Software, HSS shall, upon Customer’s request, providereasonable cooperation and assistance in notifying such third party vendor of such condition and in urgingsuch third party vendor to correct such condition.(b) With respect to the Proprietary Software, provided Customer has paid all software maintenance and otherfees and satisfied all other obligations under this Agreement and under the License Agreement with HWI or itsaffiliate or subsidiary, HSS shall supply Customer with access to any standard enhancements, improvements,updates, and/or modifications to the Proprietary Software generally made available by HSS as options or newreleases to its Customers which are not charged for separately by HSS as options or new releases. Suchenhancements, improvements, updates, additions, and/or modifications which are supplied by HSS toCustomer, and all Intellectual Property Rights therein, shall be HSS’s sole and exclusive property and shall bedeemed part of the Proprietary Software hereunder and shall be subject to all of the terms and conditions ofthe Agreement. Customer acknowledges and agrees that Customer may be required to purchase someenhancements, improvements, updates, and/or modifications to the Proprietary Software which Customer willbe charged for separately by HSS, as well as additional hardware and/or software in order to utilize certainmajor upgrades or enhancements.4. Cooperation. Customer shall provide HSS with all information, data and other required materials necessary forHSS to reproduce any problem identified by Customer. Customer shall maintain for the term of this Agreement amodem and dial-up telephone line and a facsimile machine or other electronic communication capability mutuallyacceptable to both parties to facilitate HSS’s ability to perform its maintenance services remotely.5. Expenses. If service personnel incur travel, lodging, meal, or any other out of pocket expenses in furnishing themaintenance services hereunder, Customer shall pay for or promptly reimburse HSS for same, subject to reasonabledocumentation of such expenses. Customer shall also pay for all telephone toll charges incurred in providingmaintenance and support hereunder.6. Exclusions. HSS’s obligations hereunder shall not apply to any errors, defects or problems caused in whole or inpart by (i) any modifications or enhancements made to any Proprietary Software or Certified Third Party Software byCustomer or any third person or entity other than HSS; (ii) any software program, hardware, firmware, peripheral orcommunication device used in connection with the Information System which was not approved in advance in writingby HSS; (iii) the failure of Customer to follow the most current instructions promulgated by HSS or any third partyvendor from time to time with respect to the proper use of the Information System; (iv) the failure of Customer toschedule regular preventive maintenance in accordance with standard HSS procedures; (v) forces or supplies externalto the Authorized Equipment, including, without limitation, the reasons set forth in the Force Majeure section of the{000011-999987 00193473.DOCX; 1}

HITS Agreement; and/or (vi) the negligence of Customer or any other third person or entity. Any correctionsperformed by HSS for any such errors, difficulties, or defects shall be fixed, in HSS’s sole discretion, at HSS’s thencurrent time and material charges. HSS shall be under no obligation, however, to fix any such Customer or externallycaused errors, defects or problems.7. Proprietary Rights. Any changes, improvements, additions, and/or modifications to any of the ProprietarySoftware which are licensed by HSS to Customer, and all proprietary rights therein, including without limitation, allIntellectual Property Rights, shall be HSS’s sole and exclusive property, and all such software shall be subject to theterms and conditions of the Agreement.8. Hotline. HSS will provide, in accordance with its customary business practices and procedures, telephonecustomer service support as reflected in this Schedule, for the purposes of receiving reports from Customer regardingsoftware malfunctions subject to maintenance hereunder. HSS may attempt, to the extent practical, to resolve anyreported problems by telephone or by accessing Customer’s equipment remotely.9. On-Site Services. In the event HSS is unable to resolve any reported problem by telephone or modem, HSS willdispatch service personnel to Customer’s Site for the purpose of providing maintenance services hereunder at HSS’sstandard rates and charges.10. Customer Responsibilities. Customer shall maintain on its staff at all times sufficient personnel that have beentrained in and are knowledgeable about the use of the Information System in a professional, efficient and competentmanner. Customer is responsible for maintaining duplicate or back-up copies of its software, data files anddocumentation. HSS shall have no liability for any damages resulting from Customer’s failure to maintain suchduplicate or back-up copies nor for any costs or expenses of reconstructing any such data or information that may bedestroyed, impaired or lost. HSS has no obligation to maintain or repair any software other than the ProprietarySoftware, nor to repair or replace any expendable or consumable components such as ribbons, paper, tonercartridges, print wheels, drums, batteries, or diskettes.11. Cost and Payment Terms. Annual Cost of Software Maintenance $%AnnualSWMaint%. Payments will becalculated from the Start Date (“Start Date”), which shall be the shipment date of the Authorized Equipment listed onSchedule D to Customer’s Hotel. Payable in monthly installments of $%MonthlySWMaint%. The monthly paymentamount will be due in advance and will be billed by HSS or its designee. Interest at the then current highest rateallowed by applicable state law will be charged for any payments made by Customer after the payment due date (thirty(30) days after billing).Travel expenses, per diem fees and related costs for any on-site maintenance will be billed separately.HSS reserves the right to increase or decrease the Software Maintenance cost on an annual basis to reflect increasesor decreases in such cost internally and from the Preferred Retailers of such services and to reflect the addition orconstruction of additional guest rooms (or suites) by Customer for Customer's Hotel.{000011-999987 00193473.DOCX; 1}

SCHEDULE DAUTHORIZED EQUIPMENT DESCRIPTION / PURCHASE TERMS AND CONDITIONSThe term Authorized Equipment includes (i) the equipment needed by Customer at Customer’s hotel, asdetermined solely by HSS, for the Customer’s use of the Proprietary Software (the “Network Authorized Equipment”)(ii) and any additional equipment authorized by HSS for use at Customer’s hotel, over and above the NetworkAuthorized Equipment (the “Standard Plus Equipment”). All Authorized Equipment is listed on this Schedule D.Authorized Equipment PurchaseExcept as provided otherwise in this Schedule D, Customer may purchase the Authorized Equipment listed onthis Schedule D from the Preferred Retailer who may provide a joinder agreement with Customer or from anotherretailer; however, if such Authorized Equipment is obtained from another retailer, it must conform to HSS’sspecifications. Furthermore, if Customer elects to purchase such Authorized Equipment from a third party other thanthe Preferred Retailer, the file server and work stations must be shipped to HSS or its designee for certification thatthese components comply with HSS’s specifications and testing procedures. The additional cost for such certificationwill be shown on Schedule B. Customer shall also be responsible for the shipping and shipping related costs to andfrom HSS or its designee for such certifications, including without limitation those shown on Schedule B.Authorized Equipment As Personal Property/Insurance RequirementsIn addition to any other specific purchase terms required by the Preferred Retailer, the following purchaseterms and conditions shall apply to any Authorized Equipment obtained from a Preferred Retailer or HSS. TheAuthorized Equipment will be at all times, personal property which shall not, by reason of connection to the Hotel,become a fixture or appurtenance to the Hotel, and until such time as Customer or its designated third party pays tothe Preferred Retailer the total sum for the Authorized Equipment as required hereunder, the Authorized Equipmentshall remain the property of the Preferred Retailer, and title shall remain with the Preferred Retailer, free from anyclaims of Customer or the holder of any lien or encumbrance on the Hotel and/or any other property of Customer.Customer shall maintain fire, extended coverage, vandalism, and malicious mischief insurance on the AuthorizedEquipment in an amount not less than the purchase price of the Authorized Equipment. Said insurance shall nameHSS as an additional insured. For so long as this obligation remains in effect, Customer shall furnish to HSS acertificate of the insurance carrier describing the terms and coverage of the insurance in force, the persons insured,and the fact that the coverage may not be canceled, altered or permitted to lapse or expire without thirty (30) daysadvance written notice to HSS. Upon payment in full, title to the Authorized Equipment will vest in the Customer andwill be free and clear of the above requirements relating to insurance and of all of the Preferred Retailer’s liens, claimsand encumbrances and the Authorized Equipment will become the sole property of Customer. Customer assumes theexpense of delivery and in-transit insurance for the Authorized Equipment.AUTHORIZED EQUIPMENTNETWORK AUTHORIZED (PROGRAM FUNDED) EQUIPMENT:%NetAuthEquip1%STANDARD PLUS (HOTEL FUNDED) EQUIPMENT:%StdPlusEquip1%PURCHASE TERMS AND CONDITIONSFor Purchase Terms and Conditions, see Schedule I, Preferred Retailer Joinder Agreement, and any attachments toSchedule I, all of which are incorporated herein by reference.{000011-999987 00193473.DOCX; 1}

SCHEDULE EAUTHORIZED EQUIPMENT MAINTENANCE / COST AND PAYMENT TERMS1. Maintenance for the Authorized Equipment. Customer must take all steps necessary to provide all necessarymaintenance services for the Authorized Equipment listed on Schedule D so that it will receive such maintenanceservices for all such Authorized Equipment throughout the term of this Agreement. Customer may elect to use themaintenance company (the Preferred Services Provider or the PSP) with whom HSS has arranged to providemaintenance services (“Equipment Maintenance”) for the Authorized Equipment listed on Schedule D provided thatsuch Authorized Equipment, if not purchased from the Preferred Retailer, is first certified as being suitable forEquipment Maintenance, at the expense of Customer, by either HSS (or its designee) or the PSP. For such services,the Customer shall pay as set forth in this Schedule E (the “Maintenance Fees”) and according to the terms of anyinvoice(s) submitted to Customer therefor, including any provision for late charges. If Customer elects to use the PSPand Equipment Maintenance is necessary, Customer will notify HSS, which in turn will notify the PSP to dispatch aPSP representative. Notwithstanding the foregoing, Customer may elect, subject to HSS’s approval in advance inwriting, to not provide maintenance services through this Agreement for certain pieces of such Authorized Equipmentallowed to be used in conjunction with the Information System (“Non-maintained Equipment”). Neither HSS nor thePreferred Services Provider shall be responsible for any maintenance or support of Non-maintained Equipment.The following Authorized Equipment shall be designated Non-maintained Equipment:%OptOutMaint%2. Maintaintenance Fees. The Maintenance Fees are subject to increase or decrease by HSS, in its sole discretion,on January 1 of each year during the term of this Agreement or any extension thereof; however, HSS shall not chargeCustomer any Maintenance Fees that are greater than the Maintenance Fees charged to any similarly situatedCustomer (based upon factors determined by HSS in its sole judgment) utilizing equipment substantially similar to theAuthorized Equipment and pursuant to an agreement which has terms and conditions substantially similar to thisAgreement. No maintenance fees shall be charged to Customer for any Non-maintained Equipment as described inSection 1 above.3. Refresh of Authorized Equipment. Under HSS’s Refreshment Program (the “Refreshment Program”), Customerwill be responsible for and will pay for all fees and costs for the replacement or refreshment of the AuthorizedEquipment listed on Schedule D in HSS’s sole discretion (“Refresh”) on an approximate three (3) year cycle, startingapproximately three (3) years after the initial shipment of such Authorized Equipment and for the provision ofmaintenance services by the PSP on such refreshed equipment. The terms and conditions of the AuthorizedEquipment maintenance services for such equipment (included in such initial Refresh and included in any additionalRefresh or Refreshes of Customer’s Authorized Equipment) shall be the same as the terms and conditions of thisSchedule E, including, but not limited to, the imposition of termination fees as described hereinafter. Customer'sRefresh will be timed to occur prior to the end of the three (3) year cycle. If Customer fails to meet HSS's timeline forsuch Refresh, including order dates for equipment and software, Customer will be responsible for all fees and costsincident to such delay, including, but not limited to, any rent extension costs on Network Authorized Equipment andhigher fees and costs for equipment maintenance and software maintenance.4. Termination. If this Agreement is terminated (or if Customer’s use of the PSP is terminated) prior to the thirdanniversary of the Start Date, which shall be the shipment date of the Authorized Equipment listed on Schedule D toCustomer’s Hotel, Customer shall pay to HSS a termination fee which is designed to reimburse the PSP and/or HSS inpart for any one or more of the following: reconfiguration costs, the unamortized fees and costs in the start up andprovision of maintenance services by the PSP under this Agreement. If such termination occurs during the first yearfollowing the Start Date, the termination fee shall be in the amount of $3600.00. If such termination occurs duringsubsequent years following such Start Date, the termination fee shall be as follows:During second year - $2,600During third year - $1,300{000011-999987 00193473.DOCX; 1}

Thereafter - $1,200Provided, however, if this Agreement is terminated, or if the Customer’s use of the PSP is terminated after aCustomer Refresh of Authorized Equipment listed on Schedule D, the termination fee shall depend upon the periodelapsed after the Start Date applicable to shipment of such Authorized Equipment for each successive CustomerRefresh as follows:During first year - $3,800During second year - $2,800During third year - $1,400Thereafter - $1,2005. Use of Certified Software Only. Customer understands that use of any software other than the ProprietarySoftware and Certified Third Party Software provided by HSS pursuant to this Agreement, unless such additional thirdparty software has been approved in writing by the HSS Information Technology Department, is not warranted for useon the Authorized Equipment. In the event Customer uses or installs any third party software other than Certified ThirdParty Software or such approved software on the Authorized Equipment, HSS shall have no further obligations toprovide any equipment maintenance services to Customer hereunder.6. Equipment Maintenance will be provided for Customer’s Hotel located at %PropertyAddress1%,%PropertyAddress2%, %PropertyCity%, %PropertyState%, %PropertyZip%.7. Cost and Payment Terms. Annual Cost of Equipment Maintenance for Authorized Equipment listed on ScheduleD $%AnnualHWMaint%. Payable in monthly installments of $%MonthlyHWMaint% per month. Payments will becalculated from the Start Date. The monthly payment amount will be due in advance and will be billed by HSS or itsdesignee. The first invoice will be issued upon the Start Date. Interest at the then current highest rate allowed byapplicable state law will be charged for any payments made by Customer after the payment due date (thirty (30) daysafter billing).Travel expenses, per diem fees and related costs for any on-site maintenance will be billed separately.HSS reserves the right to increase or decrease the Equipment Maintenance cost on an annual basis as provided inSection 2 above. When certain Authorized Equipment or parts for certain Authorized Equipment are no longer beingmanufactured or reasonably obtainable, HSS or the PSP shall notify Customer of such circumstance and maintenanceon such Authorized Equipment will no longer be available. After such notice, Customer will no longer be charged formaintenance on such Authorized Equipment.8. Customer Responsibilities as to Equipment Maintenance. Customer shall maintain on its staff at all timessufficient personnel that have been trained in and are knowledgeable about the use of the Information System in aprofessional, efficient and competent manner. Customer is responsible for maintaining duplicate or back-up copies ofits software, data files and documentation and Certified Third Party Software. Neither HSS nor PSP shall have anyliability for any damages resulting from Customer’s failure to maintain such copies nor for any costs or expenses ofreconstructing any data or information that may be destroyed, impaired or lost. Neither HSS nor PSP has anyobligation to maintain or repair any equipment other than the Authorized Equipment listed on Schedule D, nor to repairor replace any cables, cords, expendable or consumable components such as ribbons, paper, toner cartridges, printwheels, drums, batteries, or diskettes, whether or not defined as Authorized Equipment. Customer shall not move orperform maintenance services on any of such Authorized Equipment without HSS’s or PSP’s prior written consent.9. Cooperation. Customer shall provide HSS or PSP with all information, data and other required materialsnecessary to reproduce any problem identified by Customer. Customer shall maintain for the term of this Agreement a{000011-999987 00193473.DOCX; 1}

modem and dial-up telephone line and a facsimile machine or other electronic communication capability mutuallyacceptable to both parties to facilitate the ability to perform the Equipment Maintenance services remotely.In some instances, Equipment Maintenance will be provided using a depot program, where Customer ships failedAuthorized Equipment listed on Schedule D to the depot when Customer receives replacement of such AuthorizedEquipment. If Customer does not ship such failed equipment, Customer will be responsible for any unreturnedequipment charges billed by HSS, the PSP or the depot program provider.10. Expenses. If Equipment Maintenance personnel incur travel, lodging, meal, or any other out of pocket expensesin furnishing the services hereunder, Customer shall pay for or promptly reimburse HSS for same, subject toreasonable documentation of such expenses. Customer shall also pay for all telephone toll charges incurred inproviding maintenance and support hereunder. Typical travel expenses include, without limitation, the following:round-trip airfare (due to frequent scheduling changes HSS may not be able to purchase airfare more than oneweek in advance of travel);single room accommodations (if the Hotel cannot provide accommodations, comparable accommodations willbe utilized);meals;ground transportation (all ground transportation required to get to and from the Hotel as well as transportationused during PSP’s representatives’ stay at the Hotel);tips;taxes; andmiscellaneous expenses (including phone, laundry, etc.).11. Exclusions. The obligation of HSS or the PSP to provide Equipment Maintenance hereunder shall not apply toany Non-maintained Equipment nor to any errors, defects or problems caused in whole or in part by (i) anymodifications or enhancements made to any Proprietary Software or Certified Third Party Software by Customer orany third person or entity other than HSS or its designee; (ii) any software program, hardware, cables, cords, firmware,peripheral or communication device used in connection with the Information System which was not approved inadvance in writing by HSS; (iii) the failure of Customer to follow the most current instructions promulgated by HSS orany third party vendor from time to time with respect to the proper access to or any use of the Information System; (iv)the failure of Customer to schedule regular preventive maintenance in accordance with standard HSS procedures; (v)any such Authorized Equipment that is non-repairable, taken out of service or for which any such AuthorizedEquipment or parts for same are no longer manufactured or reasonably available; (vi) forces or supplies external tosuch Authorized Equipment, including, without limitation, the reasons set forth in the Force Majeure section of theHITS Agreement; and/or (vi) the negligence of Customer or any other third person or entity. Any correctionsperformed by HSS for any such errors, difficulties, or defects shall be fixed, in HSS’s or PSP’s discretion, at the thenapplicable current time and material charges. Neither HSS nor the PSP shall be under any obligation, however, to fixany such Customer or externally caused errors, defects or problems.{000011-999987 00193473.DOCX; 1}

Microsoft Enterprise Agreement Number: 8416402Microsoft Select Enrollment Number: 62932896SCHEDULE FPARTICIPATION AGREEMENTThis Participation Agreement (“Participation Agreement”) is entered into by the party signing below (“you”) for thebenefit of the Microsoft affiliate (“Microsoft”) and HSS (“HSS” defined as the customer in the agreements withMicrosoft) and shall be enforceable against you (as the “Customer Affiliate” of HSS) by Microsoft or HSS inaccordance with its terms. You acknowledge that Microsoft and HSS have entered into the Microsoft EnterpriseAgreement and/or Microsoft Select Enrollment Agreement referenced above (the “agreements”), under which youdesire to sublicense certain Microsoft products. As used in this Participation Agreement, the term to “run” a productmeans to copy, install, use, access, display, run or otherwise interact with it. You acknowledge that your right to run acopy of any version of any product sublicensed under the agreement is governed by the applicable product use rightsfor the product and version licensed as of the date you first run that copy. Such product use rights will be madeavailable to you by HSS or Microsoft, or by publication at a designated site on the World Wide Web, or by some othermeans. Microsoft does not transfer any ownership rights in any licensed product and it reserves all rights notexpressly granted.I. Acknowledgment and Agreement. You hereby acknowledge that you have obtained a copy of the productuse rights located at http://microsoft.com/licensing/resources/ applicable to the products acquired under the abovereferencedagreements; you have read and understood the terms and conditions as they relate to your obligations; andyou agree to be bound by such terms and conditions, as well as to the following provisions:a. Restrictions on use. You may not:●●●Separate the components of a product made up of multiple components by running them on differentcomputers, by upgrading or downgrading them at different times, or by transferring them separately, except asotherwise provided in the product use rights;Rent, lease, lend or host products, except where Microsoft agrees by separate agreement;Reverse engineer, de-compile or disassemble products or fixes, except to the extent expressly permitted byapplicable law despite this limitation;Products, fixes and service deliverables licensed under this agreement (including any license or servicesagreement incorporating these terms) are subject to U.S. export jurisdiction. You must comply with all domesticand international export laws and regulations that apply to the products, fixes and service deliverables. Such lawsinclude restrictions on destinations, end-user, and end-use for additional information, seehttp://www.microsoft.com/exporting/.b. Limited product warranty. Microsoft warrants that each version of a commercial product will performsubstantially in accordance with its user documentation. This warranty is valid for a period of one year from thedate you first run a copy of the version. To the maximum extent permitted by law, any warranties imposed by lawconcerning the products are limited to the same extent and the same one year period. This warranty does notapply to components of products which you are permitted to redistribute under applicable product use rights, or iffailure of the product has resulted from accident, abuse or misapplication. If you notify Microsoft within thewarranty period that a product does not meet this warranty, then Microsoft will, at its option, either (1) return theprice paid for the product or (2) repair or replace the product. To the maximum extent permitted by law, this is yourexclusive remedy for any failure of any commercial product to function as described in this paragraph.c. Free and beta products. To the maximum extent permitted by law, free and beta products, if any, are provided“as-is,” without any warranties. You acknowledge that the provisions of this paragraph with regard to pre-releaseand beta products are reasonable having regard to, among other things, the fact that they are provided prior to{000011-999987 00193473.DOCX; 1}

commercial release so as to give you the opportunity (earlier than you would otherwise have) to assess theirsuitability for your business, and without full and complete testing by Microsoft.d. NO OTHER WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT DISCLAIMSAND EXCLUDES ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS,IMPLIED OR STATUTORY, OTHER THAN THOSE IDENTIFIED EXPRESSLY IN THIS AGREEMENT,INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT,SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITHRESPECT TO THE PRODUCTS AND RELATED MATERIALS. MICROSOFT WILL NOT BE LIABLE FOR ANYPRODUCTS PROVIDED BY THIRD PARTY VENDORS, DEVELOPERS OR CONSULTANTS IDENTIFIED ORREFERRED TO YOU BY MICROSOFT UNLESS SUCH THIRD PARTY PRODUCTS ARE PROVIDED UNDERWRITTEN AGREEMENT BETWEEN YOU AND MICROSOFT, AND THEN ONLY TO THE EXTENT EXPRESSLYPROVIDED IN SUCH AGREEMENT.e. Limitation of liability. There may be situations in which you have a right to claim damages or payment fromMicrosoft. Except as otherwise specifically provided in this paragraph, whatever the legal basis for your claim,Microsoft’s liability will be limited, to the maximum extent permitted by applicable law, to direct damages up to theamount you have paid for the product giving rise to the claim. In the case of Microsoft’s responsibilities withrespect to third party patent or copyright infringement claims, Microsoft’s obligation to defend such claims will notbe subject to the preceding limitation, but Microsoft’s liability to pay damages awarded in any final adjudication (orsettlement to which it consents) will be. In the case of free product, or code you are authorized to redistribute tothird parties without separate payment to Microsoft, Microsoft’s total liability to you will not exceed US $5000, or itsequivalent in local currency.f. NO LIABILITY FOR CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,NEITHER YOU, YOUR AFFILIATES OR SUPPLIERS, NOR MICROSOFT, ITS AFFILIATES OR SUPPLIERSWILL BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL,SPECIAL OR INCIDENTAL DAMAGES, DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESSINTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING IN CONNECTION WITH ANYAGREEMENT, PRODUCT OR FIX, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IFSUCH POSSIBILITY WAS REASONABLY FORESEEABLE. THIS EXCLUSION OF LIABILITY DOES NOTAPPLY TO EITHER PARTY’S LIABILITY TO THE OTHER FOR VIOLATION OF THE OTHER PARTY’SINTELLECTUAL PROPERTY RIGHTS.g. Application. The limitations on and exclusions of liability for damages set forth herein apply regardless of whetherthe liability is based on breach of contract, tort (including negligence), strict liability, breach of warranties, or anyother legal theory.h. Verifying compliance. You must keep records relating to the products you run. Microsoft has the right to verifycompliance with these terms and any applicable product use rights, at its expense, during the term of theenrollment and for a period of one year thereafter. To do so, Microsoft will engage an independent accountant froma nationally recognized public accounting firm, which will be subject to a confidentiality obligation. Verification willtake place upon not fewer than 15 days notice, during normal business hours and in a manner that does notinterfere unreasonably with your operations. As an alternative, Microsoft may require you to accurately completeits self-audit questionnaire relating to the products you use. If verification or self-audit reveals unlicensed use ofproducts, you must promptly order sufficient licenses to permit all product usage disclosed. If material unlicenseduse is found (license shortage of 5% or more), you must reimburse Microsoft for the costs it has incurred inverification and acquire the necessary additional licenses as single retail licenses within 30 days. If Microsoftundertakes such verification and does not find material unlicensed use of products, it will not undertake anothersuch verification for at least one year. Microsoft and its auditors will use the information obtained in complianceverification only to enforce its rights and to determine whether you are in compliance with these terms and theproduct use rights. By invoking the rights and procedures described above, Microsoft does not waive its rights toenforce these terms or the product use rights, or to protect its intellectual property by any other means permittedby law.{000011-999987 00193473.DOCX; 1}

i. Dispute Resolution; Applicable Law. This Participation Agreement will be governed and construed inaccordance with the laws of the jurisdiction whose law governs the agreement. You consent to the exclusivejurisdiction and venue of the state and federal courts located in such jurisdiction. This choice of jurisdiction doesnot prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights in anyappropriate jurisdiction. The 1980 United Nations Convention on Contracts for the International Sale of Goods andits related instruments will not apply to this agreement or any license entered into with Microsoft or its affiliatesunder this agreement.Your violation of the above-referenced terms and conditions shall be deemed to be a breach of this ParticipationAgreement and shall be grounds for immediate termination of all rights granted hereunder.Dated as of the %DayName% day of %MonthName% , %YearName%.CUSTOMER AFFILIATE:%LegalEntity%By:Name:Title:Date:%HotelApproverSignature%%HotelApproverName%%HotelApproverTitle%%HotelApprovedDate%{000011-999987 00193473.DOCX; 1}

SCHEDULE GCERTIFIED THIRD PARTY SOFTWARE / ADDITIONAL TERMS AND CONDITIONSAttached to this Schedule, when applicable, are License or Sublicense Agreements from providers of certain CertifiedThird Party Software. The terms and conditions of those agreements are incorporated herein by reference. Some ofthese agreements are required to be signed by Customer.Separate License or Sublicense Agreements for Certified Third Party Software (attached)*:____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________* Those to be signed by Customer are marked (“Please Sign”).{000011-999987 00193473.DOCX; 1}

SCHEDULE H - EXAMPLESUBSEQUENT PURCHASE, LEASE, USE, LICENSE OR SUBLICENSE OFEQUIPMENT, SOFTWARE AND/OR SERVICEDate:INNCODE:Name of Customer:Address of Customer:Dear:This Letter Agreement (“Letter Agreement”) confirms your request to purchase, lease or use of, or license orsublicense of additional equipment, software and/or services in order to add options, features and/or systems(“Additions”) to the Information System, and shall constitute an amendment to the existing Hilton InformationTechnology System Agreement previously entered into between (“Customer”) and Hilton Systems Solutions, LLC(“HSS”) dated (the “Agreement”).It is agreed that you will pay for the Additions and that you will be billed by the applicable vendor for the Additions aslisted below. The effective date of billing on the new items shall be the date the new equipment is shipped, the dateupon which you obtain use of the software, and/or the date upon which you request additional services, whichever isearliest.The prices shown above exclude taxes, insurance and shipping.Total:Total Maintenance:Upon HSS’s receipt of a copy of this Letter Agreement signed by a duly authorized representative of Customer, theAgreement shall be deemed to have been automatically amended to incorporate the items of this Letter Agreement.Customer agrees that Customer’s delivery to HSS by facsimile transmission of this Letter Agreement shall be deemedto be as effective for all purposes as hand delivery of the manually executed Letter Agreement and that the terms ofthis Letter Agreement shall be binding upon Customer without the necessity of any further action by HSS. This LetterAgreement shall be effective as of the date inserted by Customer below.NEITHER THE AUTHORIZED EQUIPMENT NOR THE PROPRIETARY SOFTWARE OR CERTIFIED THIRD PARTYSOFTWARE WILL BE SHIPPED, NOR WILL CUSTOMER HAVE USE OF THE PROPRIETARY SOFTWAREMODULE OR ANY EQUIPMENT LISTED IN THIS LETTER AGREEMENT UNTIL HSS RECEIVES A COPY OF THISLETTER AGREEMENT SIGNED BY CUSTOMER.To indicate Customer’s acceptance of this Letter Agreement, please have it signed by an authorized representative ofCustomer and return it to me. Upon HSS’s receipt of the executed Letter Agreement, you will be advised of theshipment and installation dates.{000011-999987 00193473.DOCX; 1}

If you have any questions, please contact me atSincerely,Hilton Systems Solutions, LLCAccepted and Agreed:Customer Name::By:Authorized SignatureBy:SignaturePrint Name: Randy Kanaya Print Name and Title:Effective Date:{000011-999987 00193473.DOCX; 1}

SCHEDULE IJOINDER TO PREFERRED RETAILERThe undersigned HSS Customer is acting as an HSS Affiliate (“HSS Affiliate”) to acquire products under theterms of the HSS OnQ® Technology Deployment Program Statement of Work, including the Master Products andServices Agreement (the “Agreement”) between HWI and International Business Machines Corporation (“PreferredRetailer”). As such HSS Affiliate, the undersigned joins in the Agreement for the limited purpose of acknowledging andagreeing to be bound by and receive the benefits of the terms of the Agreement to the extent of the rights, duties andresponsibilities of an HSS Affiliate provided therein..IN WITNESS WHEREOF, the HSS Affiliate, acting through its duly authorized officer or representative, has executedhis Joinder, this %HotelApprovedDay% day of %HotelApprovedMonth% , %HotelApprovedYear% .HSS AFFILIATE:%LegalEntity%By: %HotelApproverName%Its:%HotelApproverTitle%Address for Notices to HSS Affiliate under the Agreement%PropertyAddress1%,%PropertyAddress2%,%PropertyCity%, %PropertyState% %PropertyZip%{000011-999987 00193473.DOCX; 1}

ATTACHMENT I (1)PREFERRED RETAILER’S ADDITIONAL TERMS AND CONDITIONS[INTENTIONALLY LEFT BLANK]{000011-999987 00193473.DOCX; 1}

SCHEDULE JJOINDER TO PREFERRED LESSORThe terms of the Agreement to the extent of the rights, duties and responsibilities of the HSS Affiliate asprovided undersigned HSS Customer is acting as an HSS Affiliate (“HSS Affiliate”) to lease products under the termsof the HSS OnQ® Technology Deployment Program Statement of Work, including the Master Products and ServicesAgreement (the “Agreement”) between HWI and International Business Machines Corporation (the “Preferred Lessor”).As such HSS Affiliate, the undersigned joins in the Agreement for the limited purpose of acknowledging and agreeingto be bound by and receive the benefits of the therein.IN WITNESS WHEREOF, the HSS Affiliate, acting through its duly authorized officer or representative, has executedhis Joinder, this %HotelApprovedDay% day of %HotelApprovedMonth% , %HotelApprovedYear% .HSS AFFILIATE:%LegalEntity%By: %HotelApproverName%Its:%HotelApproverTitle%Address for Notices to HSS Affiliate under the Agreement:%PropertyAddress1%%PropertyAddress2%%PropertyCity%, %PropertyState% %PropertyZip%{000011-999987 00193473.DOCX; 1}

SCHEDULE KJOINDER TO PREFERRED SERVICES PROVIDERThe undersigned HSS Customer is acting as an HSS Affiliate (“HSS Affiliate”) to acquire services under theterms of the HSS OnQ® Technology Deployment Program Statement of Work, including the Master Products andServices Agreement (the “Agreement”) between HWI and International Business Machines Corporation (the “PreferredServices Provider”). As such HSS Affiliate, the undersigned joins in the Agreement for the limited purpose ofacknowledging and agreeing to be bound by and receive the benefits of the terms of the Agreement to the extent ofthe rights, duties and responsibilities of the HSS Affiliate as provided therein.IN WITNESS WHEREOF, the HSS Affiliate, acting through its duly authorized officer or representative, has executedhis Joinder, this %HotelApprovedDay% day of %HotelApprovedMonth% , %HotelApprovedYear% .HSS AFFILIATE:%LegalEntity%By: %HotelApproverName%Its:%HotelApproverTitle%Address for Notices to HSS Affiliate under the Agreement:%PropertyAddress1%%PropertyAddress2%%PropertyCity%, %PropertyState% %PropertyZip%{000011-999987 00193473.DOCX; 1}

SCHEDULE LTOTAL SOLUTION PROGRAM AGREEMENTThis Total Solution Program Agreement (this “TSP Agreement”) is entered into as of the%HotelApprovedDay% day of %HotelApprovedMonth% , %HotelApprovedYear% between HiltonSystems Solutions, LLC a Delaware limited liability company (“HSS”) and %LegalEntity% (the “Customer”) forCustomer’s Hotel (the “Hotel”) known as %HotelName% (%InnCode%) and located at %PropertyAddress1%,%PropertyAddress2%, %PropertyCity% , %PropertyState%.In connection with the new Hilton Information Technology Systems Agreement (the “HITS Agreement”)entered into between HSS and Customer (and if applicable, in anticipation of the Hotel’s conversion and rebranding asa HWI Brand division hotel), HSS is willing to make certain benefits available to Customer for the above Hotel underHSS’s Total Solution Program (“TSP”) on the terms, conditions and limitations hereinafter set forth.For good, valuable and sufficient consideration, Customer hereby enters into this TSP Agreement, and HSSand Customer agree as follows:1. Customer’s Benefits.(a) Equipment License. HSS shall provide for use by Customer at Customer’s Hotel that portion of theAuthorized Equipment (as described in Schedule D of the HITS Agreement) needed, as determined solely byHSS, for the network operation of the Proprietary Software, such equipment more specifically described onAttachment (1) attached to and forming part of this TSP Agreement being hereinafter called the “NetworkAuthorized Equipment,” together with shipping and transportation costs on such equipment. HSS herebylicenses to Customer the use of such Network Authorized Equipment (the “Equipment License”), subject to theterms, conditions and limitations set forth in this TSP Agreement. The Equipment License and any installationfees (for which HSS is responsible under 1(b)) are provided in consideration of Customer’s performance of theHITS Agreement and the other obligations of the Customer pursuant to this TSP Agreement, without additionalfees except as may be provided herein.(b) Equipment Installation. Customer will be responsible for the fees and costs for installation services relativeto Network Authorized Equipment as well as any Standard Plus Equipment (as described in Schedule D of theHITS Agreement). Under the terms and conditions of the Total Solution Program’s Refreshment Program (the“Refreshment Program”) of Network Authorized Equipment, HSS anticipates that Network AuthorizedEquipment will be replaced or refreshed in HSS’s sole discretion (the “Refresh”), on an approximate three (3)year cycle, starting approximately three (3) years after the initial shipment of Network Authorized Equipment.HSS will be responsible for the fees and costs for installation services of Network Authorized Equipment onthe date that such equipment is refreshed under the Refreshment Program. Customer's Refresh will be timedto occur prior to the end of the three (3) year cycle. If Customer fails to meet HSS's timeline for such Refresh,including order dates for equipment and software, Customer will be responsible for all fees and costs incidentto such delay, including, but not limited to, rent extension costs on Network Authorized Equipment and higherfees and costs for equipment maintenance and software maintenance.2. Customer’s Obligations. Customer shall:(a) Perform all of its obligations under the HITS Agreement, including, but not limited to, the maintenance ofthe Network Authorized Equipment using the designated Preferred Services Provider for HSS’s TSP.(b) Obtain and keep current insurance on the Network Authorized Equipment against all risks for theapproximate value of the Network Authorized Equipment.(c) Pay any and all state or local sales, use, gross receipts, excise or similar taxes incident to the paymentsunder this TSP Agreement. Customer agrees to pay all personal property taxes associated with softwarelicensed and equipment provided under the TSP Agreement.{000011-999987 00193473.DOCX; 1}

(d) Prevent any liens from attaching to the Network Authorized Equipment.(e) Pay for any and all transportation and disposal costs of any Network Authorized Equipment currently beingused by Customer’s Hotel on its Network at the time of installation by HSS or HSS’s designee of the NetworkAuthorized Equipment under the Refreshment program. HSS or HSS’s designee, at HSS’s expense, willprovide for de-installation of any such Network Authorized Equipment then being used by Customer’s Hotel atthe time of the installation of Network Authorized Equipment under the Refreshment Program, but it isCustomer’s responsibility to handle the return to Customer’s lessor of all such de-installed equipment inaccordance with Customer’s current lease terms. Customer shall be solely responsible for any missing, bad ordamaged equipment.(f) Preserve and protect the Network Authorized Equipment from loss, damage or theft.(g) Not use any unauthorized backup unit tape cartridge in connection with the Information System.(h) Make no unapproved repairs nor perform any unauthorized service to the Network Authorized Equipment.(i) Not allow any other equipment or software to be added to the Information System without prior specificwritten permission of HSS.3. Customer’s Conditions. All benefits provided Customer herein and all obligations of HSS under this TSPAgreement are expressly subject to and conditioned upon the following:(a) Customer is not, and continues not to be, in default of any agreement with HWI, HSS or any of theiraffiliates and subsidiaries, or any Brand division, including but not limited to this TSP Agreement, the HITSAgreement and Customer’s License Agreement with HWI or its affiliate or subsidiary.(b) Customer continues to make all other payments to HSS’s Preferred Lessors, Preferred Retailers orPreferred Services Providers under any applicable agreements and does not become in default under suchagreements.(c) Customer’s Hotel remains (after conversion and rebranding if applicable) one of the following HWI Branddivisions: Hampton Inn, Hampton Inn & Suites, Embassy Suites and Homewood Suites by Hilton.(d) Customer executes the HITS Agreement contemporaneously with this TSP Agreement.(e) Customer’s participation and continued cooperation with HSS in HSS’s Total Solution Program, including,but not limited to, the refreshment of Network Authorized Equipment.(f) Customer allows the removal and future replacement or refreshment of Network Authorized Equipment atsuch time and in such manner as may be determined by HSS in its sole discretion.(g) If applicable, Customer must complete the Hotel’s conversion and rebranding as a HWI Brand divisionhotel.4. Termination. HSS may terminate the above Equipment License on the Network Authorized Equipment and allother obligations of HSS under this TSP Agreement at HSS’s option: (a) Immediately without notice in event of breachof Customer’s obligations or conditions set forth in Sections 2 and 3 above, or (b) at any time, with or without cause,upon not less than ninety (90) days advance written notice to Customer. Any default by Customer under this TSPAgreement shall constitute a default by Customer under the HITS Agreement, and, in such event, HSS may exerciseany of its rights provided under Section 5 of the HITS Agreement. Any default by Customer under the HITSAgreement shall constitute a default and breach of condition by Customer under this TSP Agreement. Termination ofthe HITS Agreement will result in termination of this TSP Agreement. HSS may terminate this TSP Agreement withoutterminating the HITS Agreement, whereupon the HITS Agreement shall be construed and enforced as if this TSPAgreement had never been entered into (subject to accrued rights and obligations).{000011-999987 00193473.DOCX; 1}

Upon termination of this TSP Agreement, Customer will be required to assume any remaining lease payments of HSSas to the Network Authorized Equipment that is provided Customer pursuant to this TSP Agreement or to purchasesuch equipment from HSS’s lessor. The costs (which will vary depending upon the equipment involved and the timingof the termination) and the various options available will be sent to Customer at the time of the notification of theupcoming termination. Upon termination of this TSP Agreement, HSS shall pass on to Customer, and Customer shallbe responsible for, all subsequent fees and costs of Equipment Maintenance and Software Maintenance. If atermination occurs before the expiration of three (3) years since HSS incurred installation and/or service fees andcosts in performing a refreshment of Network Authorized Equipment (“Refresh Costs”), then Customer shall alsoreimburse HSS for the unamortized value (on a monthly basis over a thirty-six (36) month period) of such Refreshcosts.If this TSP Agreement is terminated (or if Customer’s use of the Preferred Services Provider is terminated), Customershall pay to HSS a termination fee which is designed to reimburse the Preferred Services Provider and/or HSS in partfor unamortized costs in the start up and provision of maintenance services by the Preferred Services Provider underthe HITS Agreement. If such termination occurs during the first year following the shipment date of the NetworkAuthorized Equipment to Customer’s Hotel (“Start Date”), the termination fee shall be in the amount of $3,600.00. Ifsuch termination occurs during subsequent years following such Start Date, the termination fee shall be as follows:During second year - $2,600During third year - $1,300Thereafter - $1,200Provided, however, if this TSP Agreement is terminated, or if the Customer’s use of the Preferred ServicesProvider is terminated after a Customer Refresh of Network Authorized Equipment, the termination fee shall dependupon the period elapsed after the Start Date applicable to shipment of the Network Authorized Equipment for eachsuccessive Customer Refresh as follows:During first year - $3,800During second year - $2,800During third year - $1,400Thereafter - $1,2005. Property of HSS. The Network Authorized Equipment shall be and remain the property of HSS, subject only tothe conditional Equipment License granted to Customer in this TSP Agreement.6. Additional Equipment/Software. Any and all additional Authorized Equipment (“Standard Plus Equipment”)may be purchased by Customer from a Preferred Retailer or leased from a Preferred Lessor under the Standard PlusLeasing Program Lease (the “Standard Plus Lease”). Any and all additional Certified Third Party Software authorizedby HSS but not included in the Brand standard applicable to Customer (“Standard Plus Software”) may be licensed orsublicensed from HSS or a Preferred Services Provider.7. Defined Terms. All capitalized terms used in this TSP Agreement which are not specially defined in this TSPAgreement shall have the meaning ascribed to such terms in the HITS Agreement.8. Other Important Provisions. The parties mutually acknowledge and agree that the Network AuthorizedEquipment is part of the Authorized Equipment referred to in the HITS Agreement, that this TSP Agreement is aschedule to the HITS Agreement and that this TSP Agreement and its performance by the parties are a part of thetransactions contemplated by the HITS Agreement. Upon HSS’s Refresh of Network Authorized Equipment, the termsand conditions applicable to any equipment, software or services provided for or pursuant to the Refresh shall be thesame as the terms and conditions of this TSP Agreement; and, except for such termination fees (if any, as specified{000011-999987 00193473.DOCX; 1}

above), all terms and provisions hereof (including those incorporated by reference below) shall apply as if this TSPAgreement was executed on the Start Date for each such Refresh. In the event of conflict between the provisions ofthis TSP Agreement and the provisions of the HITS Agreement, the provisions of this TSP Agreement shall prevail.Except as modified herein, all provisions of the HITS Agreement applicable to the Authorized Equipment, ProprietarySoftware or Certified Third Party Software shall be applicable to the Network Authorized Equipment, and servicesdescribed herein or provided hereunder, including, but not limited to, Sections 8 (Software), 9 (No Warranties/LimitedWarranties), 10 (Proprietary Rights Notices), 11 (Infringement Claims) and 15 (Third Party Claims) and (except asherein modified) the Schedules pertaining to the Authorized Equipment, the Software and the Services. Where HSS isproviding equipment instead of such items being provided by a Preferred Retailer, Preferred Lessor, PreferredServices Provider, or other third party vendor, HSS shall be entitled to all of the protections and the limitations ofwarranties, liabilities and damages as if HSS were such Preferred Retailer, Preferred Lessor, Preferred ServicesProvider or other third party vendor. The following additional Sections of the HITS Agreement are hereby madeapplicable to this TSP Agreement and incorporated herein by reference, as fully as if repeated herein verbatim:Sections 13 (Limitations of Liability and Exclusions of Damages); 14 (Limitations on Actions); 16 (Estoppel andRelease); 17 (Entire Agreement/Prior Agreements); 18 (Cumulative Remedies); 19 (Force Majeure); 20 (Severability);21 (No Joint Venture); 22 (Assignment); 23 (Counterparts); 24 (Applicable Law, Consent to Jurisdiction and EquitableRelief); 25 (Attorneys’ Fees); 26 (No Reproduction); 27 (Confidentiality); and 28 (Surviving Obligations). Except as thecontext may otherwise require, all references in these incorporated provisions to “this Agreement” shall, for purposesof this TSP Agreement, be construed to include this TSP Agreement, and where applicable, such provisions arehereby reasserted, re-applied and re-acknowledged as of the effective date hereof.9. Notices. The provisions of Section 4 of the HITS Agreement shall apply to all notices, requests, demands andother communications under this TSP Agreement.10. Counterparts. This TSP Agreement may be executed in one or more counterparts, each of which shallconstitute one and the same instrument.Effective Date: The effective date (“Effective Date”) shall be the date signed by HSS.CUSTOMER: %LegalEntity%HILTON SYSTEMS SOLUTIONS, LLCBy: %HotelApproverSignature% By: %HiltonApproverSignature%Authorized SignatureAuthorized SignaturePrint Name: %HotelApproverName% Print Name: Randy KanayaTitle: %HotelApproverTitle% Title:Director – OnQ® DeploymentPlanningDate: %HotelApprovedDate% Date: %HiltonApprovedDate%{000011-999987 00193473.DOCX; 1}

ATTACHMENT L (1)NETWORK AUTHORIZED (PROGRAM FUNDED) EQUIPMENT%NetAuthEquip1%{000011-999987 00193473.DOCX; 1}

SCHEDULE MHILTON BRAND FEE BASED PRICING PROGRAM AGREEMENT: 0.75% PROGRAM[INTENTIONALLY LEFT BLANK]{000011-999987 00193473.DOCX; 1}

SCHEDULE NHILTON BRAND FEE BASED PRICING PROGRAM AGREEMENT: 1% PROGRAM[INTENTIONALLY LEFT BLANK]{000011-999987 00193473.DOCX; 1}

SCHEDULE OHSS BRAND FEE BASED PRICING PROGRAM AGREEMENT: REIT HOTEL[INTENTIONALLY LEFT BLANK]{000011-999987 00193473.DOCX; 1}

SCHEDULE PDOUBLETREE AUTHORIZED EQUIPMENT REFRESH[INTENTIONALLY LEFT BLANK]{000011-999987 00193473.DOCX; 1}

SCHEDULE QHILTON GARDEN INN REFRESH PROGRAM AGREEMENT[INTENTIONALLY LEFT BLANK]{000011-999987 00193473.DOCX; 1}

SCHEDULE R[INTENTIONALLY OMITTED]{000011-999987 00193473.DOCX; 1}

SCHEDULE S(INTENTIONALLY OMITTED){000011-999987 00193473.DOCX; 1}

SCHEDULE TINDEPENDENT BRAND FEE BASED PRICING PROGRAM AGREEMENT: 0.75% PROGRAM[INTENTIONALLY LEFT BLANK]{000011-999987 00193473.DOCX; 1}

SCHEDULE U[INTENTIONALLY OMITTED]{000011-999987 00193473.DOCX; 1}

SCHEDULE VCONRAD OR WALDORF ASTORIA HOTELBRAND FEE BASED PRICING PROGRAM AGREEMENT: 0.75% PROGRAM[INTENTIONALLY LEFT BLANK]{000011-999987 00193473.DOCX; 1}

SCHEDULE WCONRAD OR WALDORF ASTORIA HOTELBRAND FEE BASED PRICING PROGRAM AGREEMENT: 0.45% PROGRAM[INTENTIONALLY LEFT BLANK]{000011-999987 00193473.DOCX; 1}

EXHIBIT C

2012 Canada All BrandsEXHIBIT CThis franchise application (“Application”) includes the following:• Instructions for submitting an Application• Part 1 – Application Checklist• Part 2 – Application Letter• Part 3 – Application Form• Part 4 – Due Diligence Checklist, Individual Participant Information Form (“PIF”) and BusinessEntity Participant Information Form (“BIF”)Instructions for Submitting an Application:1. Have a required signer for the Applicant access the current Franchise Disclosure Document(“Disclosure Document”) for the applicable brand through the E-Disclosure procedure (not currentlyavailable in the Province of Ontario) and complete the procedure by clicking “Submit” on the ElectronicReceipt page. Or, if Applicant received a paper version of the Disclosure Document, have a required signerfor the Applicant sign and date the "Receipt" page at the end of the Disclosure Document and immediatelyreturn it by mail to your development representative.2. You must complete each part of this Application. You may attach additional pages as necessary.Please type or print the information in each part of the Application. All information must be legible andin English. For your convenience, you may complete this Application electronically, then save and printit. However, you must submit a signed hard copy, along with the Franchise Application Fee (see #5below), to your development representative.3. Attach supporting documents/information indicated in each part of the Application. If you do notcomplete any part of the Application and/or do not attach supporting documentation, you must explainwhy you did not complete the Application or attach supporting documentation. We cannot considerincomplete Applications. We reserve the right to request any additional information we considerappropriate.4. Applicant must be a natural person or an existing legal entity. You must provide a completeorganizational chart up to the ultimate owning entity/entities and the ultimate individual beneficial ownersof the Applicant. You must provide us with the relevant Participant Information forms (Part 4) for theApplicant and each person or entity with a 25% or greater ownership interest in Applicant, and/or acontrolling interest in Applicant (e.g., general partner, managing member, etc.).5. You must submit a check (or wire transfer) in payment of the franchise application fee (“FranchiseApplication Fee”) with the Application. The amount of the Franchise Application Fee is:BrandFranchise Application Fee (stated in U.S. Dollars)Conrad® $75,000Doubletree® by Hilton$75,000, plus $300 per guest room/suite over 250 guest rooms/suitesDoubletree Suites® by HiltonEmbassy Suites®$75,000, plus $300 per suite over 250 suitesHampton Inn$65,000, plus $450 per guest room/suite over 100 guest rooms/suitesHampton Inn & Suites®Hilton®$85,000, plus $300 per guest room/suite over 275 guest rooms/suitesHilton Garden Inn®$75,000, plus $450 per guest room/suite over 150 guest rooms/suitesHomewood Suites by Hilton® $60,000, plus $450 per guest room/suite over 150 guest rooms/suitesHome2 Suites by Hilton® $50,000Waldorf Astoria® $75,000{000011-003929 00193904.DOCX; 1} Page 1 of 17

2012 Canada All BrandsFor a Relicensing Application (not involving a Change of Ownership), you must pay a PropertyImprovement Plan (“PIP”) fee in addition to the Franchise Application Fee, calculated as follows:BrandFranchise Application Fee (stated in U.S. Dollars)Conrad or Waldorf Astoria $75,000Doubletree by Hilton, Doubletree Suites by $25 per guest room/suite, multiplied by the number ofHilton, Embassy Suites or Hiltonyears in the Relicensing termHampton Inn, Hampton Inn & Suites, Hilton $35 per guest room/suite multiplied by the number ofGarden Inn, Homewood Suites by Hilton or years in the Relicensing termHome2 Suites by HiltonRequired Signatures:Applicant, or a person or persons with the capacity and authority to sign on behalf of the Applicant, mustsign and date the Application Letter. The signatures required for valid execution of the Application Lettermay vary depending on the laws of the jurisdiction under which the Applicant is established or resides.Applicant must comply with these laws. Our minimum requirements for signatures are as follows:ApplicantIndividual(s)Corporate EntityGeneral PartnershipLimited PartnershipLimited Liability CompanyTrustEstateSignersEach IndividualPresident, Vice President or other authorized officerEach General PartnerAny General PartnerManaging Member(s) or other authorized Member(s)Trustee(s)Executor or AdministratorNOTE: APPLICANT SHOULD NOT SIGN OR SUBMIT THE APPLICATION OR PAYMENT OFTHE FRANCHISE APPLICATION FEE UNTIL AT LEAST THE DAY AFTER THE 14TH FULLCALENDAR DAY FOLLOWING THE DATE APPLICANT RECEIVED THE DISCLOSUREDOCUMENT IN PAPER FORM OR THROUGH THE E-DISCLOSURE PROCEDURE.{000011-003929 00193904.DOCX; 1} Page 2 of 17

2012 Canada All BrandsPart 1: Application ChecklistDisclosure Document Receipt signed and dated or submitted electronically by Applicant (see Instructions).Application Letter (and, if Applicant is an individual, the Addendum to the Application for Individual Applicants),signed and dated no earlier than the day after the 14th full calendar day after the date the Applicant received theDisclosure Document, along with the remaining completed Application pages. Example: If you receive the DisclosureDocument on January 1 st , then the earliest you may submit the Application Letter will be 15 days after that date, onJanuary 16 th .Franchise Application Fee (check or wire) dated and/or received no earlier than the day after the 14th full calendarday after the date the Applicant received the Disclosure Document.Current financial statements (less than a year old) for Applicant; its controlling shareholders, partners or members; andeach 25% or greater owner of Applicant.Completed PIF (see Part 4) signed and dated for Applicant, each individual/entity with a 25% or greater direct orindirect ownership interest in Applicant, and each individual/entity with a controlling interest in Applicant, i.e., generalpartner, managing member, etc., if requested.Copies of Organizational Documents (including all amendments) for Applicant entity and each of its principalentities, including general partner(s), managing member(s), controlling shareholders or similar direct and indirectcontrolling interests, as follows:Private Corporation:Limited Liability Company:Limited Partnership:General Partnership:Trust:Estate:Articles of Incorporation (filing stamp/certification from the jurisdiction of formation)Articles of Organization (filing stamp/certification from the jurisdiction of formation) andsigned Operating AgreementCertificate of Limited Partnership (filing stamp from the jurisdiction of formation) andsigned Partnership AgreementSigned Partnership AgreementSigned Trust AgreementLetters Testamentary/of Administration (where applicable)Complete Ownership Structure Form (see Part 3) for Applicant and its underlying ownership entities.Complete Ownership Structure Form (see Part 3) for the fee title holder or lessor/sublessor of the Hotel/Hotel Site ifrelated to Applicant.Market or feasibility study, if available, or on request.Site Control Document and all amendments (e.g., recorded deed, recorded ground lease, recorded purchase option,binding letter of intent, binding purchase agreement) in the name of Applicant or its affiliate.Site Plan, Aerial and Location Map with site identified (consult your Developer for site plan requirements).List of hotels owned or managed by Applicant (see Part 3).List of hotels owned or managed by the proposed management company (see Part 3).CONVERSION PROJECTS In addition to the above, include the following items:Conversion Indemnity Letter (if applicable)Interior/Exterior Photographs3 Years’ Hotel Operating Statistics{000011-003929 00193904.DOCX; 1} Page 3 of 17

2012 Canada All BrandsPart 2: Application LetterName of Applicant:Location:(“Applicant”)(“Location”)BRAND (check one):[ ] Conrad® [ ] Hampton Inn® * [ ] Homewood Suites by Hilton®[ ] Doubletree® by Hilton [ ] Hampton Inn & Suites® * [ ] Home2 Suites by Hilton®[ ] Doubletree® Suites by Hilton [ ] Hilton® [ ] Waldorf Astoria ®[ ] Embassy Suites® * [ ] Hilton Garden Inn®* Brand may include “by Hilton” tag line in Franchisor’s sole discretion.This franchise application letter (“Application Letter”) is provided to the applicable franchisingsubsidiary of Hilton Worldwide, Inc. (“HWI”) to consider and process an application for a franchise tooperate a hotel under the Brand at the Location (“Hotel”). A reference to “franchisor” means HWI’sfranchising subsidiaries (each, a “Franchisor”). A reference to “entities” means HWI’s present or futuresubsidiaries and affiliates and direct or indirect owners (“Entities”). Applicant understands thatFranchisor is relying on the information provided in this application and all documents submitted byApplicant and any co-owners and their agents/advisers/representatives in connection with or in support ofthe application, including, but not limited to, this Application Letter (together, the “Application”).Applicant agrees to supply such additional information, statements or data as Franchisor may request.Applicant represents, warrants, and undertakes to Franchisor and the Entities that:1. All information contained in the Application is true, correct and complete as of the date of thisApplication Letter. Applicant will promptly inform Franchisor of any change in any of the informationprovided in the Application.2. Both Applicant and the undersigned have the authority to make the Application and to enter into afranchise agreement (“Franchise Agreement”) for the proposed Hotel at the Location. Neither themaking of this Application nor the execution of a Franchise Agreement will conflict with nor putApplicant in breach of the terms of any agreements to which Applicant, its affiliates or the undersignedare a party or by which Applicant or its affiliates are bound. Neither Applicant nor its affiliates have beeninduced by HWI to terminate or breach any agreement with respect to the Location.3. Certain information concerning Franchisor’s system for the Brand, including the DisclosureDocument (if required under applicable law), the manual and the Franchise Agreement (together, the“Franchise Information”), has been made available to Applicant. Applicant is generally familiar withthe Franchise Information and its requirements and is applying for the form of Franchise Agreementprovided. Applicant undertakes to treat the manual which it may receive from Franchisor as confidential.Applicant acknowledges and agrees that the Franchise Information is the property of HWI and/or theEntities, and that Applicant obtains no right, title or interest in or to any of the Franchise Information.Applicant agrees not to use the Franchise Information unless and until a Franchise Agreement is enteredinto and then in accordance with the terms and conditions of the Franchise Agreement.4. Applicant acknowledges that HWI and the Entities do not enter into oral agreements orunderstandings with respect to the Franchise Agreement, and as that of the date of this Application Letterthere are no oral agreements or understandings between Applicant and HWI or the Entities with respect tothe proposed Franchise Agreement.5. The Franchise Application Fee is enclosed with the Application. If the Application is notapproved or if Applicant withdraws the Application before it is approved, the Franchise Application Feewill be refunded, without interest, less $7,500 as compensation for Franchisor’s time and expensesincurred in processing the Application. If the Application is approved, the Franchise Application Fee willnot be returned or refunded under any circumstances (even if approval is conditioned on Applicant{000011-003929 00193904.DOCX; 1} Page 4 of 17

2012 Canada All Brandsproviding additional information), except for a Change of Ownership Application, as follows: ifFranchisor approves the Application, and the approved change of ownership does not occur, thenFranchisor will refund the Franchise Application Fee without interest, less $7,500 as compensation forFranchisor’s time and expenses incurred in processing the application. Franchisor reserves the sole rightand discretion to approve or disapprove the Application for any reason it may determine in its businessjudgment. If Franchisor approves the Application, Applicant must provide any additional informationrequested, meet any additional requirements and sign the Franchise Agreement and all other ancillarydocuments within the time period Franchisor specifies, or Franchisor may terminate the proposed hotelproject and retain the Franchise Application Fee. HWI may invest, combine with other funds orotherwise use the Franchise Application Fee as HWI deems appropriate.6. Applicant authorizes credit agencies/bureaus, financial institutions, companies and individuals todisclose to HWI any and all information for the purpose of HWI and the Entities completing anynecessary credit and/or background investigations in connection with this Application and execution ofany Franchise Agreement.7. Applicant, jointly and severally if applicable, agrees to indemnify and defend HWI and theEntities and their respective officers, directors, employees, agents, representatives, and assignees(collectively, “HWI Indemnitees”) against, and to hold them harmless from, all losses in connection withthe Application and the Location, including breach of any representations, warranties or undertakingscontained herein and all claims, demands, suits, causes of action, liabilities, losses or otherwise, directlyor indirectly incurred (including legal and accounting fees and expenses), and including claims as a resultof Franchisor processing the Application and/or approving a Franchise Agreement. Each HWIIndemnitee shall have the right independently to take any action it may deem necessary in its solediscretion to protect and defend itself against any threatened action subject to Applicant’sindemnification, without regard to the expense, forum or other parties that may be involved. Each HWIIndemnitee shall have sole and exclusive control over the defense of any such action (including the rightto be represented by counsel of its choosing) and over the settlement, compromise or other dispositionthereof. HWI may rely on any information, statement or notice from the Applicant pertaining to theLocation or Franchise Agreement without having to investigate or ascertain the accuracy of any fact orallegation in the information, statement or notice.8. This Application Letter may be executed in counterparts, each of which shall be deemed anoriginal. This Application Letter must be signed by an authorized signatory for the Applicant (seeInstructions for Submitting an Application for the list of required signatories). Please make as manycopies as necessary.9. This Application shall be governed by and construed in accordance with the substantive laws of theState of New York, without regard to its choice of law principles.10. The parties confirm that it is their wish that the Application has been and shall be drawn up in theEnglish language only. Les parties aux présentes confirment leur volonté que le document intitulé« Application », de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigésen langue anglaise.Signature:Individual’sName:Entity Name,if any:Date:Position:{000011-003929 00193904.DOCX; 1} Page 5 of 17

2012 Canada All BrandsCANADA ADDENDUM TO THE FRANCHISE APPLICATIONFOR INDIVIDUAL APPLICANTThe provisions in this Canada Addendum to Franchise Application for Individual Applicant(“Addendum”) supersede and replace any conflicting provisions in the Application if Applicant is anindividual and the Application is for a hotel located or to be located in Canada, and amend theApplication by including the provisions below as if such language was stated in its entirety in theApplication. Except to the extent herein specifically stated, the provisions of the Application shall beunmodified and in full force and effect.1. In accordance with the Personal Information Protection and Electronic Documents Act (Canada),any consumer credit reporting legislation, and any similar federal, provincial or local statutory or commonlaws or regulations, Applicant expressly authorizes Franchisor, HWI and/or their respectiverepresentatives, owners, partners, parents, subsidiaries, affiliates, successors and assigns, and each of suchentities’ officers, directors, representatives, agents and employees (collectively, “HWI”) to collect, useand disclose Applicant’s personal information to and from the references named in the Application, anycredit reporting agency, any law enforcement agency (federal/provincial/local) and any person,association, firm, company, financial institution, court system, personnel agency or credit bureau(collectively, “References”) and for HWI to use such information for the purpose of evaluating theApplication and periodically assessing Applicant's creditworthiness, including conducting any creditand/or background investigations. Applicant acknowledges that the Application requests a Canada socialinsurance number; however this information is optional and Applicant is not required to provide his/hersocial insurance number to HWI, but if he/she does, it will be used to match References information.2. The Applicant hereby expressly authorizes any References to disclose and release to HWI anyinformation, including, but not limited to, information concerning the Applicant's education, employmenthistory, financial transactions, credit payment history, civil record, criminal conviction record, legalproceedings or judgments or any other record or report requested by HWI for the purpose of evaluatingthe Application and assessing the Applicant’s credit worthiness. In that regard, this document shallconstitute and be deemed to be “written instructions” and “consents” pursuant to any applicable privacy,personal information and consumer reporting acts or similar legislation.3. The Applicant understands and agrees that HWI will maintain the personal information it receivesabout him/her from the Application and References in one or more files that will be available only toHWI and its authorized employees, mandataries or agents who need to access such information for thepurpose of evaluating the Application or assessing the Applicant’s creditworthiness or for theperformance of their duties or mandates under this Addendum.4. The Applicant understands that he/she has the right to access and rectify the information thatHWI maintains about him/her in its file(s), and in order to exercise this right he/she may contact HWI’sDirector of Corporate Compliance.Printed Name:Date:{000011-003929 00193904.DOCX; 1} Page 6 of 17

2012 Canada All BrandsPart 3: Application FormFRANCHISE APPLICATIONNAME OF APPLICANT (entity name may not includeany of our marks or any variations/initials):Province/State in which Applicant’s principal businessaddress (or if Applicant is an individual, permanentresidence) is located:APPLICANTType: [ ] Corporation [ ] Limited Partnership [ ] General Partnership [ ] Limited Liability CompanyBirth orFormationInformation:[ ] Individual [ ] Trust [ ] Other (specify) [ ] Limited Liability PartnershipDate: (Month/Day/Year)______/______/_______State/Province, Country:___________________________Canada SIN / US SSN (last 4 digits only) /EIN / Gov’t ID #:___________________________________FOR LEGAL NOTICESPRINCIPAL CORRESPONDENTFOR DAY-TO-DAY COMMUNICATIONSName:Name:StreetAddress:StreetAddress:City, State/ProvinceZip/Postal CodeCity, State/ProvinceZip/Postal CodeTelephone #: Telephone #:Fax #: Fax #:Email:Email:THE PROPOSED HOTEL WILL BE MANAGED BY:MANAGEMENT INFORMATION[ ] A General Manager who will be employed by the ApplicantThe General Manager will be:[ ] A Management Group under a Management Agreement with the ApplicantCompany Name and Contact:Address:Telephone: Fax: Email:Attachments:(1) List of Hotels owned or managed by the management groupLIST ALL HOTELS OWNED AND/OR OPERATED BY APPLICANT AND ITS EQUITY OWNERS(attach additional pages if necessary)Owner/Operator Name Brand/Property Name, City/State/Province Description of Interest % Equity{000011-003929 00193904.DOCX; 1} Page 7 of 17

2012 Canada All BrandsOWNERSHIP STRUCTURE OF APPLICANT ENTITYINSTRUCTIONS: Please provide a complete breakdown of the owners of the Applicant and any relatedentity that holds/will hold fee title to the Hotel site or, for complex structures, please attach a detailedorganizational chart (see next page). If these owners are other legal entities, please include a breakdownof their underlying ownership. That means you should provide the name and description/percentage ofownership interest of all individuals who own and/or control these entities. Copy this form as needed toprovide multiple structures.Example:Entity/Person’s Name SSN (last 4digits), EIN,Canada SINor Gov’t ID#:XYZ Corp.- John Doe, President 50%- Jane Doe, Shareholder 50%ABC, L.L.C.- BDC, Inc., its managing member 25%- Bill Davis, President 100%12-34567891234567823-456789134-56789129012Descriptionof InterestGeneralPartnerLimitedPartner%InterestBusiness Address& Telephone Number1% XYZ Corp. Address/PhoneJohn Doe Address/PhoneJane Doe Address/Phone99% ABC, L.L.C. Address/PhoneBDC, Inc. Address/Phone- Bill Davis Family Trust, member 25%- Bill Davis, Trustee- Bill Davis, Jr., Beneficiary 100%- Bill Davis, member 50%45-678912323456789same as aboveTrust Contact Address/PhoneBill Davis Address/PhoneENTITY NAME: ______________________________________________________________________OWNERSHIP STRUCTURE(attach additional pages as necessary)Entity/Person’s Name SSN (last 4digits), EIN,Canada SINor Gov’t ID #:Descriptionof Interest%InterestBusiness Address& TelephoneAttachments:(1) Copies of recorded formation and governing documents of Applicant and its controlling entities(see Instructions for Submitting an Application)(2) On request, completed PIFs and BIFs (see Part 4){000011-003929 00193904.DOCX; 1} Page 8 of 17

2012 Canada All BrandsOrganizational ChartPlease attach a full organizational chart for the Applicant and Applicant’s affiliate that will lease or subleasethe Hotel or the Hotel Site to Applicant, if applicable, showing all direct and indirect equity owners up to theultimate individual beneficial owners (but excluding public shareholders or passive investors in aninstitutional investment fund).Attachments:Complete ownership structure of Applicant and related entity that is the title holder or lessor/sublessor ofthe Hotel/Hotel Site (if applicable)For example:Ultimate Owner A(x% ownership interest)Ultimate Owner B(x% ownership interest)Ultimate Owner C(x% ownership interest)Entity A(x% shareholder)Entity B(x% shareholder)Entity C(x% shareholder)Applicant{000011-003929 00193904.DOCX; 1} Page 9 of 17

2012 Canada All BrandsLocation of Hotel/Hotel site:Street Address/Coordinates:City, State/Province:Zip/Postal Code:Country:HOTEL/SITE/LOCATION INFORMATIONBrand:Conrad® Hampton Inn® * Homewood Suites by Hilton®Doubletree® by Hilton Hampton Inn & Suites® * Home2 Suites by Hilton®Doubletree® Suites by Hilton Hilton® Waldorf Astoria ®Embassy Suites® *Hilton Garden Inn®* Brand may include “by Hilton” tag line in Franchisor’s sole discretionDevelopment Type:New Development* Conversion Change of Ownership Relicensing(*new build/adaptive reuse)Hotel Affiliation (for New Development/Conversion applications only):Has there ever been a franchise, branded management, affiliation or similar agreement pertaining to theproposed hotel or site?:No Yes/Describe:Is the hotel currently under contract with another hotel chain?No Yes/Specify:Hotel Facilities (existing and/or proposed):Total Guest Units: # of Standard Rooms: # of Suites: # of Stories:Year Built (open hotel) Meeting Space? No Yes: ______ sq. ft # of Mtg Rms:Ballroom? No Yes:________ sq ft Swimming Pool: Indoor Outdoor NoneHealth Club? No Yes/Description:Spa? No Yes/Description:Food & Beverage Facilities (outlets, capacity, meals served, operated/leased, current/planned brand names):Other Retail Outlets (type, operated/ leased, current/planned brand names):Other Amenities (specify):Shared Facilities? No Yes/Description:Condo Residences? No Yes/(#): Hotel Rental Program? No YesAttachments:Conversion Indemnity Letter (if applicable)City maps/aerial photograph showing location and perimeter of site (for New Development/Conversion)Copy of original Certificate of Occupancy for the hotel, if available (open hotel only){000011-003929 00193904.DOCX; 1} Page 10 of 17

2012 Canada All BrandsHotel Site /Building Information:Total sq footage of site: Zoned for hotel development? No YesMax height allowed by zoning: Sq. Ft StoriesSite/Development Restrictions? No Yes/Describe:Please describe Applicant’s current form of site control for the Hotel or Hotel Site:Owned by Applicant (attach copy of recorded deed)Ground lease (attach copy of recorded ground lease)Expiration Date:Binding option agt (attach copy of recorded option agt.) Exercise Deadline:Binding purchase agt (attach copy of executed purchase agt.) Closing Deadline:Other/Describe:If Hotel or Hotel Site is currently owned by someone else other than Applicant, please indicate:Hotel/Hotel Site owner name:Street Address:State/Province:Zip/Postal Code Country:Tel:Fax:Email:Related to Applicant? No Yes/Describe:If Hotel or Hotel Site will, upon close of purchase, be owned by someone other than Applicant,please indicate:Fee owner/Lessor name:Street Address:City, State/Province:Zip/Postal Code Country:Tel:Fax:Email:Related to Applicant? No Yes/Describe and provide complete ownership structure ofrelated entity that will be fee owner (see form on Page 8)Attachments:Site Plan (for New Development)Copy of applicable site control document{000011-003929 00193904.DOCX; 1} Page 11 of 17

2012 Canada All BrandsFINANCIAL INFORMATION/PROJECT TIMELINEEstimated Project Costs - New Development Project:Costs Overall Per KeyLand: US$ US$Construction: US$ US$FF&E: US$ US$Other: US$ US$Total Project Costs : US$ US$Estimated Project Costs – Conversion or Change of Ownership (existing hotel):Costs Aggregate Per KeyPurchase Price/Current Market Value: US$ US$Renovations/Upgrades: US$ US$Other: US$ US$Total Project Costs: US$ US$Estimated Project Timeline:Forecasted Construction/Renovation Start Date:Forecasted Construction/Renovation Completion Date:Operating Projections:Assumptions Yr 1 Yr 2 Yr 3 Yr 4 Yr 5% OccupancyAvg. Daily Rate (US$)Financing/Refinancing Information:Do you have a loan or loan commitment for this project? No Yes (continue)Name of Lender(s):Loan Amount:Percentage Equity:Description:New? Existing?Is the loan (or will the loan be) cross-collateralized by other hotels/real estate assets or cross-defaulted toany other loan(s)?No Yes/Describe:Deadlines associated with Project or Application:Are there any critical deadlines we should know about in processing your Application such as purchaseclosings or financing commitment deadlines?No Yes/Describe:Attachments:Market or Feasibility Study (if available or on request)For Conversion projects, past 3 years’ operating statisticsFinancial statements for Applicant, its controlling equity owners, and each individual/entitywith a 25% or greater direct or indirect ownership interest in Applicant{000011-003929 00193904.DOCX; 1} Page 12 of 17

2012 Canada All BrandsPart 4: Due DiligenceIn addition to any documents requested in Parts 1 or 3, please provide the following documents to yourdevelopment representative.1. Organizational Chart from the Applicant up to the ultimate owning entity/entities and the ultimateindividual beneficial owners.2. Individual Participant Information Form (PIF) for the day-to-day manager of the Applicant.Business/Entity Participant Information Form (BIF) and a PIF for the Applicant and any entity orindividual who:a. Holds, directly or indirectly, an equity interest in the Applicant which is 25% or more; orb. Has a controlling interest in the Applicant (regardless of ownership percentage).3. Organizational Documents that:a. Evidence the entity is duly formed in its state/country of organization and state who isdesignated as the day-to-day manager for Applicant and any entity which:i. Holds, directly or indirectly, an equity interest in the Applicant which is 25% ormore; orii. Has a controlling interest in the Applicant (regardless of ownership percentage).Examples of such documents include:• For LLCs: Articles of Organization, Certificate of Formation, Operating Agreement• For LPs: Certificate of Limited Partnership, Partnership Agreement• Private companies: Articles of Incorporation and Bylaws4. Most up-to-date audited or unaudited financial statements (clearly indicating period of time andsigned by a Director/Officer) for Applicant and any entity or individual who:a. Holds, directly or indirectly, an equity interest in the Applicant which is 25% or more; orb. Has a controlling interest in the Applicant (regardless of ownership percentage).Attachments:Full Organizational ChartCompleted BIFsCompleted PIFsOrganizational DocumentsAudited or Unaudited Financial Statements{000011-003929 00193904.DOCX; 1} Page 13 of 17

2012 Canada All BrandsIndividual Participant Information Form (PIF)Please complete a PIF for: (1) Applicant; (2) each individual who holds, directly or indirectly, an equityinterest in the Applicant which is 25% or more; and (3) each individual who has a controlling interest inApplicant (regardless of ownership percentage) (e.g., general partners, managing members, etc.) Youmay attach additional pages to complete the requested information.Name of Individual:(Full first name) (Middle name/initial) (Last name) (Former names/aliases, if applicable)U.S. SSN/Canada SIN/Gov’t ID Number:Sex: [ ] Male [ ] FemaleTelephone #: ___________________ Fax #: ______________________Date of Birth: ________________________(Month/Day/Year)Email:Place of Birth:(City/State/Province/Country)Home Address (any in the past 10 years, include dates as applicable):Employment History, including name of Employer, address, position and dates for the past 10 years:Relationship to Applicant:Percentage of Ownership: _________(e.g., Shareholder, Officer, General/Limited Partner, Managing Member, etc.)References (name, address and telephone number):1. Bank/financial institution:2. Business:3. Personal:Have you or any legal entity in which you have been an officer, director, member, partner or held amanagement position, or in which you owned 10% or more of the entity, ever been: 1) a defendant in civillitigation alleging fraud, deceit or similar claims; 2) been convicted of a criminal offense or have a chargecurrently pending; 3) filed for protection from creditors under applicable bankruptcy laws; 4) been adefaulting party in a foreclosure proceeding; or 5) been the subject of disciplinary action with respect tothe suspension or revocation of a professional or gaming license? [ ] No [ ] YesIf yes, please provide details below:{000011-003929 00193904.DOCX; 1} Page 14 of 17

2012 Canada All BrandsI represent that the statements contained in this Individual Participant Information Form are true andcomplete. I understand that Hilton Worldwide, Inc. and its subsidiaries and affiliates (collectively,“HWI”) are relying on these statements to evaluate Applicant’s Application. In accordance with thePersonal Information Protection and Electronic Documents Act (Canada), any consumer credit reportinglegislation, and any similar federal, national, provincial, state or local statutory or common laws orregulations, I expressly authorize the above-named references and any other person, company,association, firm, agency, bureau, financial institution or court system to release to HWI any informationit requests (including, but not limited to, information concerning my education, employment history,financial transactions, credit payment history, civil record, criminal conviction record, legal proceedingsor judgments or any other record or report) and for HWI to use such information for the purpose ofconducting any credit and/or background checks.I acknowledge that the Application and this Individual Participant Information Form request my socialinsurance number (SIN); however, this information is optional, and I am not required to provide my SINto HWI, but if I do, HWI may use my SIN to match references information.I understand that my personal information will be available to HWI and to its authorized employees,mandataries, agents and representatives who need to access such information for the purpose ofevaluating the Application or assessing my creditworthiness or for the performance of their duties ormandates under this Application. I understand that I have a right to access and rectify my personalinformation contained in the property file and in order to exercise this right, I may contact HWI’s Directorof Corporate Compliance.The parties hereto confirm that it is their wish that this document, entitled Individual ParticipantInformation Form, along with all other documents attached hereto, shall be drawn up in the Englishlanguage only. Les parties aux présentes confirment leur volonté que le document intitulé « IndividualParticipant Information Form », de même que tous les documents, y compris tout avis, qui s’y rattachent,soient rédigés en langue anglaise.I hereby release, indemnify, defend and hold harmless HWI and its respective officers, directors,employees, agents, representatives, successors and assigns of each and any and all other persons orentities, including without limitation those providing information, from any and all liability for losses,claims, injuries, liabilities, and damages of whatever kind or nature, whether known or unknown,including without limitation those based upon defamation, invasion of privacy, and rights of publicity andpersonality, against any or all of them which may at any time arise or accrue to me or my heirs,successors, parents, subsidiaries, assigns, officers, directors, employees, agents or other persons or entitiesclaiming by or through me, on account of the provision of such information or reliance on suchinformation or on other information gathered pursuant thereto and hereto or otherwise related to thisIndividual Participant Information Form or relating to any credit and/or background checks. I herebyauthorize this Individual Participant Information Form, indemnity and release to be shown and deliveredto such persons, with a copy of this Individual Participant Information Form, indemnity and release to beas valid as the original.This document shall be governed by and construed in accordance with the substantive laws of the State ofNew York, without regard to its choice of law principles.Signature: _______________________________________________ Dated: ______________________{000011-003929 00193904.DOCX; 1} Page 15 of 17

2012 Canada All BrandsBusiness Entity Participant Information Form (BIF)Please complete a Business Entity Participant Information Form for: (1) Applicant entity; (2) each entitythat holds, directly or indirectly, a 25% or more equity interest in the Applicant; and (3) each entity thathas a controlling interest in the Applicant, regardless of ownership percentage (e.g., general partners,managing members, etc.) You may attach additional pages to complete the requested information.Name of Entity:Formation: Date: _______/______/_________(Month/Day/Year)Principal Business Address:Jurisdiction:(State or Province/County)EIN / Gov’t ID #: _______________________ Email:Telephone #: ___________________________ Fax #: ________________________________________Relationship to Applicant:(e.g., Shareholder, Officer, General Partner, Managing Member, limited partner, member etc.)Percentage of Ownership: ____________________References (name, address and telephone number):1. Bank/financial institution:2. Business:3. Personal:LITIGATION HISTORY, CERTIFICATION, INDEMNIFICATION AND RELEASEHas the Entity or an affiliate of the Entity (or in which the Entity has held a management position orownership interest of greater that 10%) ever been: 1) a defendant in civil litigation alleging fraud, deceitor similar claims; 2) been convicted of a criminal offense or have a charge currently pending; 3) filed forprotection from creditors under applicable bankruptcy laws; 4) been a defaulting party in a foreclosureproceeding; or 5) been the subject of disciplinary action with respect to the suspension or revocation of aprofessional or gaming license? [ ] No [ ] Yes If yes, please provide details below:{000011-003929 00193904.DOCX; 1} Page 16 of 17

2012 Canada All BrandsThe undersigned hereby certifies that the statements contained in this Business Entity ParticipantInformation Form are true and complete and nothing has been withheld affecting the reputation and creditstanding of the Entity. The undersigned understands that Hilton Worldwide, Inc. and its subsidiaries andaffiliates, including Franchisor (collectively, “HWI”) are relying on these statements to evaluateApplicant’s Application.In accordance with the Privacy Act, Freedom of Information Act, the Fair Credit Reporting Act, and anysimilar federal, state or local statutory or common laws or regulations, the undersigned expresslyauthorizes the above-named references, any credit reporting agency, any law enforcement agency(federal/state/local) and any other person, company, association, firm, agency, bureau, financialinstitution or court system to release to HWI any information HWI requests (including, but not limited to,information concerning the business and credit history, financial transactions, civil and criminal convictionrecords, legal proceedings or judgments or any other record or report) and for HWI to use such informationfor the purpose of conducting any credit checks and/or background investigations.The undersigned hereby releases, indemnifies, defends and holds harmless HWI and its officers, directors,employees, agents, representatives, successors and assigns of each and any and all other persons orentities, including without limitation those providing information, from any and all liability for losses,claims, injuries, liabilities, and damages of whatever kind or nature, whether known or unknown,including without limitation those based upon defamation, invasion of privacy, and rights of publicity andpersonality, against any or all of them which may at any time arise or accrue to the undersigned or itssuccessors, parents, subsidiaries, assigns, officers, directors, employees, agents or other persons or entitiesclaiming by or through it, on account of the provision of such information or reliance on such informationor on other information gathered pursuant thereto and hereto, including any related to this Business EntityParticipant Information Form and conducting any credit and/or background checks. The undersignedauthorizes this Business Entity Participant Form, indemnity and release to be shown and delivered to suchpersons, with a copy of this Business Entity Participant Form, indemnity and release to be as valid as theoriginal.The undersigned represents and warrants that he/she has authority to sign this Business Entity ParticipantInformation Form on behalf of Entity.This Business Entity Participant Information Form shall be governed by and construed in accordancewith the substantive laws of the State of New York, without regard to its choice of law principles.Business Entity:Signature:Printed Name:Title: ________________________________________________________ Dated:{000011-003929 00193904.DOCX; 1} Page 17 of 17

EXHIBIT D

EXHIBIT DGUARANTY OF FRANCHISE AGREEMENT[Hotel Name]THIS DOCUMENT AFFECTS AND WAIVES IMPORTANT RIGHTSOF THE PERSONS AND ENTITIES SIGNING ITTHIS GUARANTY OF FRANCHISE AGREEMENT (“Guaranty”) is executed as of ________ by_____________________, a _____________/individually (“we,” “us” or “Guarantor”), in favor of_________________________________, a Delaware limited liability company (“Franchisor”), asconsideration of and as an inducement to Franchisor to execute the franchise agreement with an EffectiveDate of _________________ (referred to in this Guaranty collectively, along with all applicableamendments, addenda, riders, supplemental agreements and assignments, as the “FranchiseAgreement”), by and between Franchisor and _________________ (“Franchisee”), for that certain[HOTEL NAME] located or to be located at [STREET ADDRESS, MUNICIPALITY, PROVINCE,POSTAL CODE] (“Hotel”). [The province in which the hotel is located must be included in thedescription; this form cannot be used for multiple hotels if located in different provinces.] Capitalizedterms not otherwise defined in this Guaranty shall have the same meaning as in the Franchise Agreement.For good and valuable consideration, including the execution of the Franchise Agreement by Franchisor,the receipt and sufficiency of which are acknowledged, Guarantor agrees as follows:1. Guaranty. Guarantor hereby unconditionally and irrevocably guaranties to Franchisor:(a) the full and prompt payment of all sums owed by Franchisee to Franchisor and to Franchisor’sAffiliates under or arising in connection with the Franchise Agreement and otherwise relating to theHotel, including, but not limited to, all fees and charges, interest, default interest, and other costs and fees(including, without limitation, legal costs in connection with enforcement of the Franchise Agreement;and (b) the performance of all other obligations of Franchisee arising under the Franchise Agreement(present and future, direct and indirect, absolute and contingent, matured or not, at any time orperiodically, and whether Franchisee is bound alone, with another or with others (collectively,“Obligations”). On default by Franchisee and notice from Franchisor to Guarantor, Guarantor willimmediately make payment in full of all amounts due and owing to Franchisor or Franchisor’s Affiliates,and perform each Obligation of Franchisee.2. Possible Termination of Guaranty. Franchisor will offer Guarantor its then-currentstandard form termination of guaranty agreement releasing Guarantor from future Obligations under thisGuaranty if the following conditions are met: (a) Franchisor receives a copy of the deed evidencing thatFranchisee owns fee simple title to the real property on which the Hotel is or will be sited or a copy of aground lease to which Franchisee is a party with an unrelated third-party ground lessor for a term at leastequal to the term of the Franchise Agreement, or Franchisee owns the immovable property on which theHotel is located, and has emphyteutic rights to the immovable property, or rights of superficie to theHotel; (b) Guarantor sends a written request to Franchisor to terminate the Guaranty; and (c) at the time ofGuarantor’s request, Franchisee is in good standing under the Franchise Agreement and has not been indefault under the Franchise Agreement at any time during the twenty-four (24) month period beforeGuarantor’s request.3. Waivers of Certain Rights and Defences. Each Guarantor waives, to the fullest extentpermitted by law: (a) all rights to payments and claims for reimbursement which any of the undersignedmay have against Franchisee arising as a result of Guarantor’s execution of and performance under thisGuaranty; (b) presentment, protest and notice of any kind, including notice of default and notice ofacceptance of this Guaranty; (c) any law or statute which requires Franchisor to make demand on, assertclaims against or collect from Franchisee or any others, foreclose any security interest, sell collateral,{000011-003929 00193817.DOC; 1} 1Canada – June 2012

EXHIBIT Dexhaust any remedies or take any other action against Franchisee or any others before making anydemand on, collecting from or taking any action against Guarantor under or with respect to this Guaranty;(d) all suretyship defences or the benefits of discussion and of division; (e) any right Guarantor may haveto require that Franchisor, as a condition of Guarantor’s liability under this Guaranty: (1) bring an actionagainst Franchisee or any other person; (2) accelerate the Obligation or proceed and exhaust any recourseagainst Franchisee or any other persons; (3) realize on any security that Franchisor holds; (4) marshal orrealize on the assets of either Franchisee or Guarantor; (5) pursue any other remedy that Guarantor maynot be able to pursue itself, that might limit or reduce Guarantor’s burden; and (f) any and all other rights,notices and legal or equitable defences of every nature otherwise available under the laws of the Provincein which the Hotel is located, and the laws of any other jurisdiction to which Guarantor may be entitled,the assertion or exercise of which would in any way diminish the liability of Guarantor under thisGuaranty.4. Information Requests. Guarantor must periodically deliver to Franchisor: (a) completeand current financial information about Guarantor as Franchisor reasonably requests; and (b) any otherinformation about Guarantor that Franchisor reasonably requests.5. Additional Provisions.(a) Notices must be in writing and delivered in person, or by prepaid overnightcommercial delivery service, or by prepaid overnight or certified/registered United States mail, orregistered Canadian post, with return-receipt requested, to the following addresses:If to Franchisor:7930 Jones Branch DriveSuite 1100McLean, VA 22102Attention: General CounselIf to Guarantor:Phone: (_____)Fax: (_____)If Guarantor wants to change the notice address set forth above, Guarantor (or its duly authorizedrepresentative) shall notify Franchisor in writing in accordance with the delivery procedure set forth inthis Subsection. A Notice will be deemed effective on the earlier of: (i) receipt or first refusal of delivery;(ii) one (1) day after posting if sent by overnight commercial delivery service or by overnight UnitedStates mail or Canadian post; or (iii) three (3) days after placement in the United States mail or Canadianpost if overnight delivery is not available to the Notice address.(b) Each Guarantor jointly and severally holds harmless, and agrees to defend,protect, and indemnify Franchisor from any actions, causes of action, liabilities, damages, losses, and fees(including legal costs on a solicitor and the solicitor’s own client basis) and all other claims of everynature which may arise as a result of any dispute between or among any of Guarantors and any otherpersons or entities. If any of the Obligations are not duly paid or performed by Franchisee, and are notrecoverable for any reason whatsoever, Guarantor will, as a separate and distinct obligation, indemnifyand save harmless Franchisor from and against all losses, costs, expenses and damages resulting from thefailure of Franchisee to pay and perform any Obligation.{000011-003929 00193817.DOC; 1} 2Canada – June 2012

EXHIBIT D(c) Franchisor may assign this Guaranty without affecting Guarantor’s liability inany way. This Guaranty will inure to the benefit of Franchisor and its successors and assigns and willbind Guarantor and Guarantor’s heirs, executors, administrators, successors, and assigns. [INCLUDE IFGUARANTOR OWNS A BENEFICIAL INTEREST IN THE HOTEL AND FRANCHISEE IS A BARETRUSTEE: Guarantor may not transfer any of its legal and beneficial interest in the real property andimprovements comprising (or that will comprise) the Hotel without prior notice to Franchisor andFranchisor’s express written permission, subject to and in accordance with the applicable transferprovisions of the Franchise Agreement.](d) Guarantor represents and warrants to Franchisor that Guarantor, including itsdirectors, officers, senior management, shareholders and other persons having a controlling interest inGuarantor, is not and is not owned or controlled by, or acting on behalf of, any of the following“Restricted Persons”: (i) the government of any country that is subject to an embargo imposed by theUnited States government; (ii) individuals or entities (collectively, “Persons”) located in or organizedunder the laws of any country that is subject to an embargo imposed by the United States government;(iii) Persons ordinarily resident in any country that is subject to an embargo imposed by the United Statesgovernment; or (iv) Persons periodically identified by any government or legal authority under applicablelaws as a Person with whom dealings and transactions by Franchisor are prohibited or restricted,including Persons designated on the U.S. Department of the Treasury’s Office of Foreign Assets ControlList of Specially Designated Nationals and Other Blocked Persons (including terrorists and narcoticstraffickers); and similar restricted party listings, including those maintained by other governmentspursuant to applicable United Nations, regional or national trade or financial sanctions. Guarantor furtherrepresents and warrants to Franchisor that Guarantor will not directly or indirectly pay, offer, give orpromise to pay or authorize the payment of any monies or other things of value to: (a) an official oremployee of a government department, agency or instrumentality, state-owned or controlled enterprise orpublic international organization; (b) any political party or candidate for political office; or (c) any otherperson at the suggestion, request or direction or for the benefit of any of the above-described persons andentities, if any such payment, offer, act or authorization is for purposes of influencing official actions ordecisions or securing any improper advantage in order to obtain or retain business, or engaging in acts ortransactions otherwise in violation of any applicable anti-bribery legislation. Guarantor agrees that it willnotify Franchisor in writing immediately on the occurrence of any event which would render theforegoing representations and warranties of this Subsection incorrect.(e) Each Guarantor warrants and represents to Franchisor that Guarantor has therequisite power to execute, deliver and perform the terms and provision of this Guaranty, and that thisGuaranty is a valid, binding and legally enforceable obligation of each Guarantor in accordance with itsterms.(f) If there is more than one Guarantor named in this Guaranty, any reference toGuarantor will mean any one or all Guarantors. Each Guarantor agrees that all obligations of eachGuarantor are joint and several.(g) No failure or delay on Franchisor’s part in exercising any power or privilegeunder this Guaranty will impair any such power, right or privilege or be construed as a waiver of its rightsunder this Guaranty. Guarantor agrees that the manner in which Franchisor may now or hereafter dealwith Franchisee, Guarantor, any additional guarantor or pledgor, any security, any collateral subject to thesecurity, or other guaranty in respect of the Obligations, shall have no effect on Guarantor’s continuingliability under this Guaranty. Guarantor waives, to the fullest extent permitted by law, any defence basedon (1) the unenforceability or invalidity of all or any part of the Obligations, or any other security,including any other guaranty, or any failure of Franchisor to take proper care or act in a commerciallyreasonable manner in respect of any security for the Obligations or any collateral subject to the security,including in respect of any disposition of such collateral; or (2) any act or omission of Franchisee or any{000011-003929 00193817.DOC; 1} 3Canada – June 2012

EXHIBIT Dother person, including Franchisor, that directly or indirectly results in the discharge or release ofFranchisee or any other person or any of the Obligations or any security for the Obligations; or(3) Franchisor’s present or future method of dealing with Franchisee, any additional guarantor or pledgor,or any other security, or any collateral subject to the security, including any other guaranty.(h) If any provision of this Guaranty is determined by a court of competentjurisdiction to be unenforceable, all of the other provisions will remain effective.(i) This Guaranty is a continuing guaranty and shall apply to and secure any ultimatebalance due or amounts remaining unpaid to Franchisor or Franchisor’s Affiliates. Guarantor’s liabilityunder this Guaranty shall continue until all Obligations have been satisfied in full and shall not be limitedor affected in any way by transfer of the Hotel or any other defence of Franchisee or any other guarantoror pledgor. This Guaranty shall not be determined or affected, or Franchisor’s rights under this Guarantyprejudiced, by the termination of any of the Obligations by operation of law or otherwise, including thebankruptcy, insolvency, dissolution or liquidation of Franchisee or Guarantor, any change in the name,business, powers, capital, structure, constitution, objects, organization, directors or management ofFranchisee or Guarantor, with respect to transactions occurring either before or after such change. ThisGuaranty shall bind and extend to the liabilities of the person or persons for the time being andperiodically carrying on the business now carried on by either Franchisee or Guarantor, notwithstandingany reorganization of Franchisee or Guarantor, or the amalgamation of Franchisee or Guarantor with oneor more corporations (in this case, this Guaranty shall extend to the liabilities of the resulting corporationand, for purposes of this Guaranty, the terms “Franchisee” and “Guarantor” shall include such resultingcorporation) or any sale or disposal of Franchisee’s or Guarantor’s business in whole or in part to one ormore other persons and all of such liabilities shall be included in the Obligations.(j) Guarantor agrees that any and all deposits, general or special term or demand,provision or final, matured or unmatured, and any other indebtedness at any time owed by Franchisor toGuarantor or for the credit or account of Guarantor, may be set-off and periodically applied by Franchisorat any time, without notice (such notice being expressly waived by Guarantor) against and on account ofthe Obligations even if any of them are contingent or unmatured.(k) This Guaranty embodies the entire agreement between Franchisor and Guarantorwith respect to the matters set forth in this Guaranty and supersedes all prior agreements with respect tothe matters set forth in this Guaranty.[ADD THE FOLLOWING ONLY FOR A CORPORATE GUARANTEE AND HOTELOR GUARANTOR INCORPORATED IN NEWFOUNDLAND(l) After having granted this Guaranty, Guarantor is and continues to be able to payits liabilities as they become due, and the realizable value of the assets of Guarantor is and continues to begreater than the aggregate of the liabilities and the stated capital of all classes of shares in the Guarantor.]6. Franchisor’s Right to Act. Franchisor has the right to deal with Franchisee, thedocuments creating or evidencing the Obligations and the security or any collateral subject to the securitynow or hereafter held by Franchisor, including all modifications, extension, replacements, amendments,renewals, restatements and supplements to such documents or security as Franchisor may see fit, in eachcase, without notice to Guarantor, or any additional guarantor or pledgor, and without in any wayaffecting, relieving, limiting or lessening Guarantor’s liability under this Guaranty, including:(a) granting time, renewals, extension, indulgences, releases and discharges to Franchisee; (b) taking newor additional security, including other guarantees; (c) partially or wholly discharging any or all existingsecurity; (d) electing not to take security from Franchisee or not to perfect security; (e) ceasing to,refraining from or continuing to give credit or making loans or advances to or otherwise dealing withFranchisee; (f) accepting partial payment or performance from Franchisee or otherwise waivingcompliance with the terms of any documents or security; (g) assigning any such document or security to{000011-003929 00193817.DOC; 1} 4Canada – June 2012

EXHIBIT Dany person or persons; (h) dealing with or disposing of, in any manner, whether or not commerciallyreasonable, any security or any collateral subject to the security or any other guaranty for the Obligations;or (i) applying all dividends, compositions and moneys at any time received from Franchisee, or others, orfrom the security on such part of the Obligations.7. Postponement of Claims and Subrogation. All debts and claims against Franchiseenow or hereafter held by Guarantor and all of Guarantor’s rights of subrogation (collectively, “Claims”)shall be for Franchisor’s security and as between Guarantor and Franchisor, the Claims are postponed tothe repayment and performance of the Obligations. Until all of the Obligations have been satisfied in full,any money that Guarantor receives in respect of any such Claims shall be received by Guarantor in trustfor Franchisor and shall be paid immediately to Franchisor to be applied against or held as security forpayment of the Obligations, all without prejudice to and without in any way affecting, relieving, limitingor lessening Guarantor’s liability under this Guaranty. As security for and for the purpose of giving effectto the postponement of the Claims, Guarantor assigns, transfers and sets over to Franchisor all of theClaims and irrevocably constitutes and appoints Franchisor to be Guarantor’s attorney in the name of andon behalf of Guarantor to collect, and enforce or prove any such Claims, and for that purpose to executeand do in the name and on behalf of Guarantor, all deeds, documents, transfers, assignment, assurancesand things, and to commence and prosecute, at Franchisor’s election and in Franchisor’s sole discretion,any or all proceedings which may appear to Franchisor to be necessary or desirable. In the event of thebankruptcy, winding up or distribution of assets of Franchisee, Guarantor or any additional guarantor orpledgor, Franchisor’s rights shall not be affected or impaired by its omission to prove its claim in full orotherwise, and Franchisor may prove such claim as it sees fit and may refrain from proving any claim inits sole discretion; and Franchisor may but shall not be obligated to prove in respect of the Claimsassigned as a debt owing to it by Franchisee, and Franchisor shall be entitled to receive all amountspayable in respect of the Claims, such amounts to be applied on such part of parts of the moniesperiodically payable on account of the Obligations as Franchisor shall in its absolute discretion see fituntil all of the Obligations shall have been paid in full and thereafter Guarantor shall be entitled to thebalance, if any, of such amounts; all of which Franchisor may do without in any way affecting, relieving,limiting or lessening Guarantor’s liability under this Guaranty. Guarantor acknowledges and agrees thatit shall not have any rights of subrogation or indemnification unless it pays the Obligations in full.Guarantor shall not prove a claim in the bankruptcy of Franchisee unless and until the Obligations arepaid in full. Franchisor shall have no duty, obligation or liability as a result of the assignment of theClaims to Franchisor to protect, preserve or ensure that the Claims do not become prescribed by statute orotherwise invalidated or rendered unenforceable.8. Currency. All references to money in this Guaranty, unless otherwise specified, shall bein U.S. Dollars, and all amounts payable under this Guaranty shall be paid in U.S. Dollars or such othercurrency as we direct (collectively, “Original Currency”).9. Taxes. If required to pay an Obligation pursuant to this Guaranty, Guarantor shall payeach such Obligation without deduction of any kind for any present or future withholding, sales, use,excise, consumption, VAT and other similar taxes or duties, levies, fees, assessments or charges ofwhatsoever nature, including but not limited to goods and services taxes (collectively, “Taxes”), exceptfor any taxes in the nature of income tax imposed on measurement of net income with respect to theMonthly Royalty Fees. If Guarantor is required to deduct or withhold Taxes (excluding income tax asdescribed above), Guarantor shall pay such additional amounts as may be necessary to ensure that the netamount received by Franchisor after such deduction or withholding is equal to the full amount Franchisorwould have received if such Taxes had not been deducted.10. Judgment Currency. If, for purposes of obtaining judgment in any court, it is necessaryto convert a sum due to Franchisor under this Guaranty in Original Currency into another currency(“Other Currency”), the parties agree that, to the extent they may effectively do so, the rate of exchange{000011-003929 00193817.DOC; 1} 5Canada – June 2012

EXHIBIT Dshall be that at which Franchisor could purchase the Original Currency with the Other Currency inaccordance with normal banking procedures on the Business Day before the date on which final judgmentis paid or satisfied. Notwithstanding any judgment in any Other Currency, the obligations of Guarantor inrespect of any sum due from Guarantor to Franchisor in the Original Currency shall be discharged only tothe extent that on the Business Day after receipt by Franchisor of any sum adjudged to be so due in suchOther Currency. Franchisor may, in accordance with normal banking procedure, purchase the OriginalCurrency with such Other Currency. If the amount of the Original Currency so purchased is less than thesum originally due to Franchisor in the Original Currency, Guarantor shall, as a separate obligation andnotwithstanding any such judgment, indemnify Franchisor against such loss. If the amount of theOriginal Currency so purchased exceeds the sum originally due to Licensor in the Original Currency,Franchisor shall remit such excess to Guarantor.11. Governing Law. This Guaranty shall be governed by and construed in accordance withthe laws of the Province in which the Hotel is located and the laws of Canada applicable therein.12. Jurisdiction and Venue. The parties agree that any action related to this Guaranty shallbe brought in any court of competent jurisdiction in the Province where the Hotel is located. Guarantorconsents to personal jurisdiction and venue in each of these jurisdictions and waives and agrees not toassert, move or otherwise claim that the venue in any of these jurisdictions is for any reason improper,inconvenient, prejudicial or otherwise inappropriate.13. Choice of Language. The parties confirm that it is their wish that this Guaranty, as wellas any other documents relating to this Guaranty, including notices, schedules and authorizations, havebeen and shall be drawn up in the English language only. Les signataires conferment leur volonté que laprésente convention, de meme que tous les documents s’y rattachant, y compris out avis, annexe etautorisation, soient rédigés en anglais seulement.14. WAIVER OF JURY TRIAL. TO THE EXTENT ANY LITIGATION INVOLVINGTHIS GUARANTY OR ANY ASPECT OF THE RELATIONSHIP AMONG GUARANTOR,FRANCHISEE AND FRANCHISOR, OR BETWEEN OR AMONG ANY OF FRANCHISEE ORGUARANTOR’S OWNERS, AFFILIATES, OFFICERS, EMPLOYEE OR AGENTS, (EVEN IFOTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH LITIGATION), GUARANTORWAIVES GUARANTOR’S RIGHT TO A TRIAL BY JURY. THIS WAIVER WILL APPLY TO ALLCAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDINGCLAIMS RELATED TO THE INTERPRETATION OR ENFORCEMENT OF THIS GUARANTY,ALLEGATIONS OF PROVINCIAL OR CANADIAN STATUTORY VIOLATIONS, FRAUD,MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, AND IN CONNECTION WITH ANYLEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN OR AMONGGUARANTOR, FRANCHISEE AND FRANCHISOR, OR BETWEEN OR AMONG ANY OFFRANCHISEE OR GUARANTOR’S OWNERS, AFFILIATES, OFFICERS, DIRECTORS,EMPLOYEES OR AGENTS.15. FULL KNOWLEDGE. GUARANTOR ACKNOWLEDGES THAT GUARANTORWAS GIVEN THE OPPORTUNITY TO REVIEW THE FRANCHISE AGREEMENT, INCLUDINGTHE REMEDIES THAT FRANCHISOR MAY PURSUE AGAINST FRANCHISEE IF FRANCHISEEDEFAULTS UNDER THE FRANCHISE AGREEMENT, AND TO REVIEW FRANCHISEE’SFINANCIAL CONDITION AND ABILITY TO PERFORM UNDER THE FRANCHISEAGREEMENT. GUARANTOR ACKNOWLEDGES THAT GUARANTOR IS NOT RELYING ONFRANCHISOR WITH RESPECT TO THE TRANSACTIONS UNDER OR RELATED TO THEFRANCHISE AGREEMENT OR THIS GUARANTY, AND THAT FRANCHISOR HAS NO DUTYTO DISCLOSE TO GUARANTOR ANY INFORMATION PERTAINING TO FRANCHISEE.GUARANTOR ACKNOWLEDGES THAT GUARANTOR WAS GIVEN THE OPPORTUNITY TO{000011-003929 00193817.DOC; 1} 6Canada – June 2012

EXHIBIT DREAD THIS GUARANTY AND TO REVIEW IT WITH AN ATTORNEY OF GUARANTOR’SCHOICE BEFORE SIGNING. GUARANTOR ACKNOWLEDGES HAVING READ ANDUNDERSTOOD THE MEANING AND EFFECT OF THIS DOCUMENT BEFORE SIGNING IT.IN WITNESS WHEREOF, Guarantor has executed this Guaranty which has an effective date as ofthe date first written above.GUARANTOR:[______________________,a _____________________]By:Printed Name:Title:GUARANTOR:By:Printed Name:As:An Individual{000011-003929 00193817.DOC; 1} 7Canada – June 2012

EXHIBIT D[ADD THE FOLLOWING NOTARY BLOCK AS A SEPARATE PAGE ONLY IF INDIVIDUAL(NOT CORPORATE) GUARANTOR AND GUARANTOR IS LOCATED IN ALBERTA:]I HEREBY CERTIFY THAT:Guarantees Acknowledgment Act(Section 3)CERTIFICATE OF NOTARY PUBLIC1. ____________________ of _________________________ in the Province of Alberta, theguarantor in the Guaranty Agreement dated _________, made in favor of ________________________,to which this certificate is attached or noted on, appeared in person before me and acknowledged thathe/she had executed the Guaranty Agreement.2. I satisfied myself by examination of him/her that he/she is aware of the contents of the GuarantyAgreement and understands it.GIVEN under my hand and seal of office at _________________________ on _____________________.(SEAL)A Notary Public in and for the Province of:(Printed Name of Notary Public)I am the person named in this certificate.STATEMENT OF GUARANTOR_______________________, individually{000011-003929 00193817.DOC; 1} 8Canada – June 2012

EXHIBIT E

EXHIBIT EHOMEWOODLIST OF FRANCHISESAs of December 31, 2011, franchised hotels were in operation at the following locations inCanada:InnVest Hotels LPBurlington, Ontario, Canada975 Syscon RoadBurlington, Canada L7L 5S3905-631-8300Golden Triangle Partnership Holdings LimitedPartnCambridge/Waterloo, Ontario, Canada800 Jamieson ParkwayCambridge, Canada N3C 4N6519-651-2888Manga Hotels, Inc. & Nanaimo Highlander Hotel(198London, Ontario, Canada45 Bessemer Rd.London, Canada N6E 0A2519-686-7700Woodbine 407 HospitalityMarkham, Ontario, Canada50 Bodrington CourtMarkham, Canada L6G0A9905-477-4663Courtney Park Holdings Limited PartnershipMississauga, Ontario, Canada6430 Edwards BoulevardMississauga, Canada L5T 2Y3905-564-5529Urgo Hotels Tremblant II, ULCMont Tremblant, Quebec, Canada3035 CH de la ChapelleMt. Tremblant, Canada J8E 1E1819-681-0808Sudbury Regent Street, Inc.Sudbury, Ontario, Canada2270 Regent St.Sudbury, Canada P3E 0B4705-523-8100Oakville Holdings Limited PartnershipToronto - Oakville, Ontario, Canada2095 Winston Park DriveOakville, Canada L6H 6P5905-829-9998Bayview Toronto Airport Corporate CentreLimited PartnershipToronto Airport Corporate Centre, Ontari5515 Eglinton Avenue WestToronto, Canada M9C 5K5416-646-4600Applewood II Hotels Inc.Toronto Vaughan, Ontario, Canada618 Applewood CrescentVaughan, Canada L4K 4B4905-760-1660{000011-999987 00193235.DOCX; 1} 1

EXHIBIT EHOMEWOODLIST OF FRANCHISESAs of December 31, 2011, franchised hotels were in operation at the following locations in theUnited States:ALABAMAApple Eight Services Birmingham, Inc.Birmingham South-Inverness, AL215 Inverness Center DriveBirmingham, AL 35242205-995-9823Valleydale Hospitality, LLCBirmingham-SW/Riverchase-Galleria, AL121 Riverchase Parkway EastHoover, AL 35244205-637-2900Apple Seven Services Southeast, L.P.Huntsville/Village of Providence, AL15 Town Center DriveHuntsville, AL 35806256-895-9511Ashford TRS Sapphire LLCMobile, AL530 Providence Park Drive EastMobile, AL 36695251-634-8664Budget Inn of Daphne, Inc.Mobile-East Bay/Daphne, AL29474 N. Main StreetDaphne, AL 36526251-621-0100Apple Seven Services Southeast, L.P.Montgomery, AL1800 Interstate Park DriveMontgomery, AL 36109334-272-3010ALASKAApple Six Services Anchorage II, LLCAnchorage, AK101 West 48th AvenueAnchorage, AK 99503907-762-7000ARIZONACotton Center Hospitality, LCPhoenix Airport South, AZ4750 East Cotton Center BoulevardPhoenix, AZ 85040602-470-2100Chandler Spectrum Lodging Investors II, LLCPhoenix Chandler/ Fashion Center, AZ1221 S. Spectrum Blvd.Chandler, AZ 85286480-963-5700Deer Valley Hotel Investors II, LLCPhoenix North/ Happy Valley, AZ2470 West Charlotte DrivePhoenix, AZ 85085623-580-1800W2007 Equity Inns Realty, LLCPhoenix-Biltmore, AZ2001 E. Highland AvenuePhoenix, AZ 85016602-508-0937Barclay Hospitality Services, Inc.Phoenix-Metro Center, AZ2536 West Beryl AvenuePhoenix, AZ 85021602-674-8900D.H. Ventures, LLCPhoenix/Avondale, AZ11450 West Hilton WayAvondale, AZ 85323623-882-3315W2005 New Century Hotel Portfolio, L.P.Phoenix/Chandler, AZ7373 West Detroit StreetChandler, AZ 85226480-753-6200Woodbridge Hospitality, LLCPhoenix/Scottsdale, AZ9880 N. Scottsdale RoadScottsdale, AZ 85253480-368-1200{000011-999987 00193235.DOCX; 1} 2

EXHIBIT EYuma Hospitality Property, L.P.Yuma, AZ1955 East 16th StreetYuma, AZ 85365928-782-4100ARKANSASApple Nine Hospitality Management, Inc.Bentonville/Rogers, AR4302 West Walnut StreetRogers, AR 72756479-636-5656Liberty, LLCFayetteville, AR1305 N. Palak DriveFayetteville, AR 72704479-442-3000Marion Driscoll Hotel Group Fort Smith, LLCFt. Smith, AR7300 Phoenix AvenueFort Smith, AR 72903479-452-7100CALIFORNIAApple Seven Hospitality Management, Inc.Agoura Hills, CA28901 Canwood St.Agoura Hills, CA 91301818-865-1000West Coast Lodging, L.P.Anaheim-Main Gate Area, CA12005 Harbor BoulevardGarden Grove, CA 92840714-740-1800J. G. Bailey Company Millrock Way-2, LLCBakersfield, CA1505 Mill Rock WayBakersfield, CA 93311661-664-0400Chatham Carlsbad HS Leaseco, LLCCarlsbad-North San Diego County, CA2223 Palomar Airport RoadCarlsbad, CA 92011760-431-2266Suites L.P.Del Mar, CA11025 Vista Sorrento ParkwaySan Diego, CA 92130858-523-0500Sonmar of Fairfield, L.L.C.Fairfield, CA4755 Business Center DriveFairfield, CA 94534707-863-0300Apple Nine Hospitality Management, Inc.Fresno Airport/Clovis, CA835 Gettysburg AveClovis, CA 93612559-292-4004Palmetto Hospitality of Fresno I, LLCFresno, CA6820 North Fresno StreetFresno, CA 93710559-440-0801L.Q. Hospitality, LLCLa Quinta, CA45-200 Washington StreetLa Quinta, CA 92253760-391-4600K Partners Lancaster II, LPLancaster, CA2320 Double Play WayLancaster, CA 93536661-723-8040Newark Hotel Development Venture, L.P.Newark, CA39270 Cedar BoulevardNewark, CA 94560510-791-7700Oakland Hospitality, LLCOakland-Waterfront, CA1103 EmbarcaderoOakland, CA 94606510-663-2700H.W. Heritage Inn of Rancho Cucamonga, Inc.Ontario/Rancho Cucamonga, CA11433 Mission Vista DriveRancho Cucamonga, CA 91730909-481-6480{000011-999987 00193235.DOCX; 1} 3

EXHIBIT EMian Extended Stay, Inc.,Oxnard, CA1950 Solar DriveOxnard, CA 93036805-288-3600Palm Desert Hospitality, L.L.C.Palm Desert, CA36999 Cook StreetPalm Desert, CA 92211760-568-1600Geweke Natomas 10, L.P.,Sacramento Airport-Natomas, CA3001 Advantage WaySacramento, CA 95834916-263-9510W2005/FARGO HOTELS (POOL C) REALTY,L.P.Sacramento/Roseville, CA401 Creekside Ridge CourtRoseville, CA 95678916-783-7455Liberty Station HHG Hotel, LPSan Diego Arpt/Liberty Station, CA2576 Laning RoadSan Diego, CA 92106619-222-0500CPI-Sage Hotels Lessee, LLCSan Francisco Airport-North, CA2000 Shoreline CourtBrisbane, CA 94005650-589-1600Apple Eight Hospitality Management, Inc.San Jose-Airport, CA10 West Trimble RoadSan Jose, CA 95131408-428-9900COLORADOLES Boulder Lessee, LLCBoulder, CO4950 Baseline Rd.Boulder, CO 80303303-499-9922Cheyenne Hotel Investments, LLCColorado Springs Airport, CO2875 Zeppelin RoadColorado Springs, CO 80916719-574-2701IA Orchard Hotels Colorado Springs TRS, L.L.C.Colorado Springs-North, CO9130 Explorer DriveColorado Springs, CO 80920719-265-6600Arapahoe Hospitality, LLCDenver Tech Center, CO199 Inverness Drive WestEnglewood, CO 80112303-706-0102LWP, LLCDenver West/Lakewood, CO139 Union Blvd.Lakewood, CO 80228303-716-5737Gopalco, Inc.Denver-International Airport, CO4210 Airport WayDenver, CO 80239303-371-4555Granite Hospitality LLCDenver-Littleton, CO7630 Shaffer ParkwayLittleton, CO 80127720-981-4763Harmony Hotels, L.L.C.Fort Collins, CO1521 Oakridge DriveFort Collins, CO 80525970-225-2400CONNECTICUTChatham Leaseco I, LLCFarmington, CT2 Farm Glen BoulevardFarmington, CT 06032860-321-0000PRA Suites at Glastonbury, LLCGlastonbury, CT65 Glastonbury BoulevardGlastonbury, CT 06033860-652-8111McSam Hartford, LLCHartford, CT338 Asylum StreetHartford, CT 06103860-524-0223{000011-999987 00193235.DOCX; 1} 4

EXHIBIT EW2007 Equity Inns Realty, LLCHartford/Windsor Locks, CT65 Ella Grasso TurnpikeWindsor Locks, CT 06096860-627-8463CSB Stratford LLCStratford, CT6905 Main StreetStratford, CT 06614203-377-3322Apple Six Hospitality Management, Inc.Wallingford/Meriden, CT90 Miles Dr.Wallingford, CT 06492-2555203-284-2600DISTRICT OF COLUMBIARLJ III - HS Washington DC Lessee, LLCWashington, D.C. Downtown1475 Massachusetts Avenue NWWashington, DC 20005202-265-8000DELAWAREBPG Hotel Partners X, LLCNewark-Wilmington South Area, DE640 South College AvenueNewark, DE 19713302-453-9700Concord Towers Lodging I, LLCWilmington-Brandywine Valley, DE350 Rocky Run Blvd.Wilmington, DE 19803302-479-2000FLORIDAIAS Hotel, LLCBonita Springs, FL8901 Highland Woods BoulevardBonita Springs, FL 34135239-949-5913LES Hotel Lessee, LLCClearwater, FL2233 Ulmerton RoadClearwater, FL 33762727-573-1500Daytona Hotel Owners, LLCDaytona Beach/Speedway-Airport, FL165 Bill France Blvd.Daytona Beach, FL 32114386-258-2828FMA Hospitality LP IIFort Myers Airport/FGCU, FL16450 Corporate Commerce WayFort Myers, FL 33913239-210-7300FM Hotel/Office Venture, L.P.Fort Myers, FL5255 Big Pine WayFort Myers, FL 33907239-275-6000Griffin Road Two, LLCFt. Lauderdale Airport and Cruise Port,2061 Griffin RoadDania Beach, FL 33312954-967-9063McKibbon Hotel Group of Gainesville, FL #2,L.P.Gainesville, FL3333 SW 42nd StreetGainesville, FL 32608352-335-3133Garrison All Suites Florida LLCJacksonville, FL8737 Baymeadows Rd.Jacksonville, FL 32256904-733-9299San Marco Hotel Partners, L.L.C.Jacksonville-Downtown/Southbank, FL1201 Kings AvenueJacksonville, FL 32207904-396-6888Apple Eight Services Jacksonville, Inc.Jacksonville-South/St. Johns Ctr, FL10434 Midtown ParkwayJacksonville, FL 32246904-641-7988Kalson's Hospitality, Inc.Lake Buena Vista-Orlando, FL11428 Marbella Palm CourtOrlando, FL 32836407-239-4540{000011-999987 00193235.DOCX; 1} 5

EXHIBIT EBarclay Hospitality Services, Inc.Lake Mary, FL755 Currency CircleLake Mary, FL 32746407-805-9111Apple Seven Services Miami, Inc.MIAMI-AIRPORT/BLUE LAGOON, FL5500 Blue Lagoon DriveMiami, FL 33126305-261-333536th Street One, LLCMiami-Airport/West, FL3590 NW 74th AvenueMiami, FL 33122305-629-7831Ocala Inn & Suites, LLCOcala at Heath Brook, FL4610 SW 49th RoadOcala, FL 34474352-369-4610Chatham Leaseco I, LLCOrlando-Maitland, FL290 Southhall LaneMaitland, FL 32751407-875-8777Buffalo-Orlando II, LLCOrlando-Nearest Universal Studios, FL5893 American WayOrlando, FL 32819407-226-0669Buffalo-Alafaya Associates, LLCOrlando-UCF Area, FL3028 N. Alafaya TrailOrlando, FL 32826407-282-0067W2007 EQI Orlando Partnership, L.P.Orlando/Intl Dr.-Conv Center, FL8745 International DriveOrlando, FL 32819407-248-2232DRV Hotel Partners, LLLPPalm Beach Gardens, FL4700 Donald Ross RoadPalm Beach Gardens, FL 33418561-622-7799PNS Hotel Group, Ltd.Pensacola-Arpt (Cordova Mall), FL5049 Corporate Woods DrivePensacola, FL 32504850-474-3777St. Lucie Hospitality at Tradition LLCPort St. Lucie-Tradition, FL10301 SW Innovation WayPort Saint Lucie, FL 34987772-345-5300Apple Seven Hospitality Management, Inc.Sarasota, FL3470 Fruitville RoadSarasota, FL 34237941-365-7300Kelco/FB Tallahassee, LLCTALLAHASSEE, FL2987 Apalachee ParkwayTallahassee, FL 32301850-402-9400MHG Tampa Avion Park HWS, LPTampa-Airport/Westshore, FL5325 Avion Park DriveTampa, FL 33607813-282-1950Menna Pasco, LLCTampa-Port Richey, FL11115 US Highway 19 NorthPort Richey, FL 34668727-819-1000RLJ II - HS Brandon Lessee, LLCTampa/Brandon, FL10240 Palm River RoadTampa, FL 33619813-685-7099Palmetto Hospitality of West Palm Beach I, LLCWest Palm Beach, FL2455 Metrocentre BoulevardWest Palm Beach, FL 33407561-682-9188GEORGIAQuality Oil Company, LLCAtlanta I-85 - Lawrenceville/Duluth, GA1775 North Brown RoadLawrenceville, GA 30043770-277-1243{000011-999987 00193235.DOCX; 1} 6

EXHIBIT ELES Hotel Lessee, LLCAtlanta-Galleria/Cumberland, GA3200 Cobb ParkwayAtlanta, GA 30339770-988-9449Vision Cobb Place, LLCAtlanta-NW/Kennesaw Town Center, GA905 Cobb Place BoulevardKennesaw, GA 30144678-354-2800LES Hotel Lessee, LLCAtlanta-Peachtree Corners, GA450 Technology ParkwayNorcross, GA 30092770-448-4663Walton/Noble Alpharetta Investors V, L.L.C.Atlanta/Alpharetta, GA10775 Davis DriveAlpharetta, GA 30004770-998 1622LES Hotel Lessee, LLCAtlanta/Buckhead, GA3566 Piedmont RoadAtlanta, GA 30305404-365-0001W2007 EQI Augusta Partnership, L.P.Augusta, GA1049 Stevens Creek RoadAugusta, GA 30907706-738-3131Prestige Hospitality Group, LLPColumbus, GA6614 Whittlesey BlvdColumbus, GA 31909706-568-3545Macon Hotels II, LLCMacon-North, GA1514 Bass Rd.Macon, GA 31210478-477-9776Garrison All Suites Georgia LLCSavannah, GA5820 White Bluff Rd.Savannah, GA 31405912-353-8500IDAHOGlen Black Descendant's TrustBoise, ID7957 West Spectrum WayBoise, ID 83709208-375-8500ILLINOISIllini Hospitality LLCChampaign/Urbana Campus, IL1417 South Neil StreetChampaign, IL 61820217-352-9960W2007 Equity Inns Realty, LLCChicago-Downtown, IL40 East Grand AvenueChicago, IL 60611312-644-2222AAA Hospitality, LLCChicago-Schaumburg, IL815 East American LaneSchaumburg, IL 60173847-605-0400Forsyth Hospitality, LLCDecatur/Forsyth, IL333 West Marion AvenueForsyth, IL 62535217-877-0887CSM Lincolnshire, LLCLincolnshire, IL10 Westminster WayLincolnshire, IL 60069847-945-9300Orbitz Group, LLCOrland Park, IL16245 South LaGrange RoadOrland Park, IL 60467708-364-9411INDIANA80Bloom, LLCBloomington, IN1399 South Liberty Dr.Bloomington, IN 47403812-323-0500{000011-999987 00193235.DOCX; 1} 7

EXHIBIT ESAMS HOTEL GROUP, LLCFort Wayne, IN8621 US Hwy 24 WestFort Wayne, IN 46804260-432-5100I-465, LLCIndianapolis Northwest, IN4140 West 94th StreetIndianapolis, IN 46268317-870-766082Plainfield, LLCIndianapolis-Airport/Plainfield, IN2264 East Perry RoadPlainfield, IN 46168317-839-1900Keystone Suites Developers, L.P.Indianapolis-at the Crossing, IN2501 East 86th StreetIndianapolis, IN 46240317-253-1919Downtown Indy, LLCIndianapolis-Downtown, IN211 South Meridian StreetIndianapolis, IN 46225317-636-7992Lafayette Suites Developers, L.P.Lafayette-Rossville Exit, IN3939 State Rd. 26 EastLafayette, IN 47905765-448-9700IOWAApple Ten Hospitality Management, Inc.Cedar Rapids/North, IA1140 Park Place NECedar Rapids, IA 52402319-378-1140KANSASOP Hotel Associates, LLCKansas City/Overland Park, KS10556 Marty AvenueOverland Park, KS 66212913-341-5576Lighthouse Properties, LLCWichita, KS1550 North Waterfront ParkwayWichita, KS 67206316-260-8844KENTUCKYRolling Hills Crossings, LLCCincinnati-Airport South (Florence), KY1090 Vandercar WayFlorence, KY 41042859-283-2111Wellington E, LLCLexington, KY249 Ruccio WayLexington, KY 40503859-223-08802033 Bryant Road, LLCLexington/Hamburg, KY2033 Bryant RoadLexington, KY 40509859-543-0464Hurstbourne Hotel Associates II, LLCLouisville-East, KY9401 Hurstbourne TraceLouisville, KY 40222502-429-9070LOUISIANAIA Orchard Hotels Baton Rouge TRS, L.L.C.Baton Rouge, LA5860 Corporate BoulevardBaton Rouge, LA 70808225-927-1700St. Tammany Extended Stay Hotel, LLCCovington, LA101 Holiday Square Frontage RoadCovington, LA 70433985-809-6144KS Hotel Associates, LLCLafayette-Airport, LA201 Kaliste Saloom RoadLafayette, LA 70508337-264-6044Apple Seven Services New Orleans, L.P.New Orleans-Downtown (French Quarter Are901 Poydras StreetNew Orleans, LA 70112504-581-5599Airport Suites, L.L.CShreveport, LA5485 Financial PlazaShreveport, LA 71129318-549-2000{000011-999987 00193235.DOCX; 1} 8

EXHIBIT ETravel Choice, Inc.Slidell, LA175 Holiday BlvdSlidell, LA 70460985-726-7291MAINEWingnut Hospitality, LLCPortland, ME200 Southborough DriveScarborough, ME 04074207-775-2700MARYLANDHarbor East Parcel B-Hotel, LLCBaltimore, MD625 South President StreetBaltimore, MD 21202410-234-0999LES Hotel Lessee, LLCBaltimore-BWI Airport, MD1181 Winterson RoadLinthicum, MD 21090410-684-6100BPG Hotel XIII Operating Tenant, LLCBaltimore/Arundel Mills, MD7491-B New Ridge RoadHanover, MD 21076410-878-7201SHRI SUDHA, LLCBel Air, MD4170 Philadelphia RoadBel Air, MD 21015410-297-8585Columbia HH Associates LLCColumbia, MD8320 Benson DriveColumbia, MD 21045-3116410-872-9200Bowman 2000, LLCHagerstown, MD1650 Pullman LaneHagerstown, MD 21740301-665-3816Fallsgrove Hotel Associates, LLCRockville- Gaithersburg, MD14975 Shady Grove Rd.Rockville, MD 20850240-507-1900Hospitality Associates of Colesville, L.P.Silver Spring, MD8728 Colesville RoadSilver Spring, MD 20910301-565-0005MASSACHUSETTSW2007 Equity Inns Realty, LLCBoston-Peabody, MA57 Newbury StreetPeabody, MA 01960978-536-5050Bayshore, LLCBoston/Andover, MA4 Riverside DriveAndover, MA 01810978-475-6000Chatham Leaseco I, LLCBoston/Billerica, MA35 Middlesex TurnpikeBillerica, MA 01821-3936978-670-7111Canton Lodging, LLCBoston/Canton, MA50 Royall StreetCanton, MA 02021781-828-4700Claremont Arlington Suites, LLCCambridge/Arlington, MA1 Massachusetts AvenueArlington, MA 02474781-643-7258Holyoke Lodging Associates, LLCSpringfield-North/Holyoke, MA375 Whitney AvenueHolyoke, MA 01040413-532-3100MICHIGANBrighton Hotel Suites, Inc.Brighton, MI8060 ChallisBrighton, MI 48116810-225-0200Troy Hotel Property, LLCDetroit/Troy, MI1495 Equity DriveTroy, MI 48084248-816-6500{000011-999987 00193235.DOCX; 1} 9

EXHIBIT EH.S. Heritage Inn of Grand Rapids, Inc.Grand Rapids, MI3920 Stahl Drive SEGrand Rapids, MI 49546616-285-7100MINNESOTAChatham Leaseco I, LLCMinneapolis-Mall of America, MN2261 Killebrew DriveBloomington, MN 55425952-854-0900HSSLP, LLCMinneapolis/St. Louis Park at West End,5305 Wayzata BoulevardSaint Louis Park, MN 55416952-544-0495HSNB, LLCMinneapolis/St. Paul-New Brighton, MN1815 Old Highway 8 NWSaint Paul, MN 55112651-631-8002St. Cloud Lodging Group, LLCSt. Cloud, MN115 37th Avenue NorthSaint Cloud, MN 56303320-252-5900MISSISSIPPISummit Hotel TRS 093, LLCJackson-Ridgeland, MS853 Centre StreetRidgeland, MS 39157601-899-8611MISSOURIAtrium TRS III, L.P.Kansas City-Airport, MO7312 N. Polo DriveKansas City, MO 64153816-880-9880Riverport Hospitality Associates, LLCSt. Louis Riverport - Airport West, MO13639 Riverport Dr.Maryland Heights, MO 63043314-739-3900LES Hotel Lessee, LLCSt. Louis-Chesterfield, MO840 North Chesterfield Pkwy WestChesterfield, MO 63017636-530-0305RBM Hotel Richmond Heights LLCSt. Louis-Galleria, MO8040 Clayton RoadRichmond Heights, MO 63117314-863-7700MONTANTABuffalo Ventures, LLCBozeman, MT1023 Baxter LaneBozeman, MT 59715406-587-8180NEBRASKAOmaha Downtown Lodging Investors III, LLCOmaha/Downtown, NE1314 Cuming StreetOmaha, NE 68102402-345-5100NEVADASouth Pointe Hospitality, L.C.Henderson/South Las Vegas, NV10450 South Eastern AvenueHenderson, NV 89052702-450-1045Las Vegas Hotel Partners, LLCLas Vegas Airport, NV230 Hidden Well RdLas Vegas, NV 89119702-407-0075Reno Hospitality, LLCReno, NV5450 Kietzke LaneReno, NV 89511775-853-7100NEW HAMPSHIRELafrance Bowden Hospitality II, LLCDover, NH21 Members WayDover, NH 03820603-516-0929{000011-999987 00193235.DOCX; 1} 10

EXHIBIT EKilbride LLCManchester-Airport, NH1000 Perimeter RoadManchester, NH 03103603-668-2200DOAKS LLCPortsmouth, NH100 Portsmouth BoulevardPortsmouth, NH 03801603-427-5400NEW JERSEYApple Seven Hospitality Management, Inc.Cranford, NJ2 Jackson DriveCranford, NJ 07016908-709-1980MCRS Dover Tenant LLCDover (Rockaway), NJ2 Commerce Center DriveDover, NJ 07801973-989-8899East Rutherford Hotel LLCEast Rutherford/Meadowlands, NJ125 Route 17 SouthEast Rutherford, NJ 07073201-460-9030Rockaway Hotel, L.L.C.Edgewater (NYC Area), NJ10 The PromenadeEdgewater, NJ 07020201-941-4700Apple Seven Hospitality Management, Inc.MAHWAH, NJ375 Corporate DriveMahwah, NJ 07430201-760-9994Apple Nine Hospitality Management, Inc.Philadelphia/Mt. Laurel, NJ1422 Nixon DriveMount Laurel, NJ 08054856-222-9001Winston Princeton Associates TRS, L.L.C.Princeton, NJ3819 U.S. 1 SouthPrinceton, NJ 08540609-720-0550Apple Six Hospitality Management, Inc.Somerset, NJ101 Pierce St.Somerset, NJ 08873-4173732-868-9155NEW MEXICOMarquee Hospitality, Inc.Albuquerque-Airport, NM1520 Sunport Place SEAlbuquerque, NM 87106505-944-4663IA Orchard Hotels Albuquerque TRS, L.L.C.Albuquerque-Uptown, NM7101 Arvada Avenue NEAlbuquerque, NM 87110505-881-7300Veena Investments, Inc.Albuquerque/Journal Center, NM5400 San Antonio Drive NEAlbuquerque, NM 87109505-998-4663Pojoaque Pueblo Enterprise Corp.Santa Fe-North, NM10 Buffalo Thunder TrailSanta Fe, NM 87506505-455-9100NEW YORKTurf Suites Albany, LLCAlbany, NY216 Wolf RoadAlbany, NY 12205518-438-4300Sweet Home-Blend-All Associates, LLCBuffalo-Airport, NY760 Dick RoadCheektowaga, NY 14225716-685-0700Amherst Lodging Associates, LLCBuffalo/Amherst, NY1138 Millersport HighwayBuffalo, NY 14226716-833-2277Ithaca Suites, LLCIthaca, NY36 Cinema DriveIthaca, NY 14850607-266-0000{000011-999987 00193235.DOCX; 1} 11

EXHIBIT EMelville Hospitality, LLCMelville, NY1585 Round Swamp RoadPlainview, NY 11803516-293-4663Airport Properties II, LLCNewburgh/Stewart Airport, NY180 Breunig Rd.New Windsor, NY 12553845-567-2700Global Hospitality of Greece LLCRochester/Greece, NY400 Center Place DriveRochester, NY 14615585-865-8534W2005/Fargo Hotels (Pool D) Realty, LPRochester/Henrietta, NY2095 Hylan DriveRochester, NY 14623585-334-9150CRS Victor II LLCRochester/Victor, NY575 Fisher Station DriveVictor, NY 14564585-869-7500Emmi Commerce Park Development Co.Syracuse/Liverpool, NY275 Elwood Davis Rd.Liverpool, NY 13088315-451-3800NORTH CAROLINASouth Asheville Hotel Associates, LLCAsheville-Tunnel Road, NC88 Tunnel RoadAsheville, NC 28805828-252-5400MillRoc/Charlotte Owner, LLCCharlotte-Airport, NC2770 Yorkmont RoadCharlotte, NC 28208704-357-0500Apple Nine Hospitality Management, Inc.Charlotte-North-University, NC8340 North Tryon St.Charlotte, NC 28262704-549-8800Ayrsley Hotel Associates II, LLCCharlotte/Ayrsley, NC1921 Ayrsley Town BlvdCharlotte, NC 28273704-970-5500Riverside Hotel, LLCDavidson, NC125 Harbour Place DriveDavidson, NC 28036704-987-1818Barclay Hospitality Services, Inc.Durham - I-40, NC3600 Mt. Moriah RoadDurham, NC 27707919-401-0610Atrium TRS II, L.P.Greensboro, NC201 Centreport Dr.Greensboro, NC 27409336-393-0088PHHC LLCOlmsted Village (Near Pinehurst),250 Central Park AvenuePinehurst, NC 28374910-255-0300Barclay Hospitality Services, Inc.Raleigh-Crabtree Valley, NC5400 Homewood Banks DriveRaleigh, NC 27612919-785-1131Apple Nine Hospitality Management, Inc.Raleigh-Durham Airport/Research Triangle4603 Central Park DriveDurham, NC 27703919-474-9900Barclay Hospitality Services, Inc.Raleigh/Cary, NC100 MacAlyson CourtCary, NC 27511919-467-4444Generation Properties III, LLCWilmington/ Mayfaire, NC6732 Swan Mill RoadWilmington, NC 28405910-791-7272{000011-999987 00193235.DOCX; 1} 12

EXHIBIT ENORTH DAKOTAHospitality Concepts, L.L.C.Fargo, ND2021 16th Street NorthFargo, ND 58102701-235-3150OHIOW2007 Equity Inns Realty, LLCCincinnati, OH2670 E. Kemper Rd.Sharonville, OH 45241513-772-8888Apple Seven Hospitality Management, Inc.Cincinnati/Milford, OH600 Chamber DriveMilford, OH 45150513-248-4663Buffalo-Beachwood, LLCCleveland/Beachwood, OH25725 Central ParkwayBeachwood, OH 44122216-464-9600IA Orchard Hotels Solon TRS, L.L.C.Cleveland/Solon, OH6085 Enterprise ParkwaySolon, OH 44139440-519-9500Arvind Sagar, Inc.Columbus-Airport, OH2880 Airport DriveColumbus, OH 43219614-428-8800W2005/FARGO HOTELS (POOL C) REALTY,L.P.Columbus/Dublin, OH5300 Park Center AvenueDublin, OH 43017614-791-8675H.S. Heritage Inn of Columbus, Inc.Columbus/Hilliard, OH3841 Park Mill Run DriveHilliard, OH 43026614-529-4100ANR Columbus Hotel, LLCColumbus/Worthington, OH115 Hutchinson AveColumbus, OH 43235614-785-0001South Dayton Motel Investment, Ltd.Dayton South/Dayton Mall, OH3100 Contemporary LaneMiamisburg, OH 45342937-432-0000Wright Executive Hotel Limited PartnershipDayton/Fairborn, OH2750 Presidential Dr.Fairborn, OH 45324937-429-0600H.S. Heritage Inn of Toledo, Inc.Toledo/Maumee, OH1410 Arrowhead RoadMaumee, OH 43537419-897-0980OKLAHOMAInterstate Investment, LLCLawton, OK415 SE Interstate DriveLawton, OK 73501580-357-9800CHMK Oklahoma Hotel Partners, LLCOklahoma City-West, OK6920 West Reno AvenueOklahoma City, OK 73127405-789-3600Tulsa Lodging, Inc.Tulsa-South, OK4900 West Madison PlaceBroken Arrow, OK 74012918-392-7700OREGONLES Hotel Lessee, LLCHillsboro/Beaverton, OR15525 NW Gateway CourtBeaverton, OR 97006503-614-0900Pacific Retirement Hospitality, LLCMedford, OR2010 Hospitality WayMedford, OR 97504541-779-9800{000011-999987 00193235.DOCX; 1} 13

EXHIBIT EPENNSYLVANIAMCRS Allentown Tenant LLCAllentown-West/Fogelsville, PA7686 Industrial Blvd/Route 100Allentown, PA 18106610-336-4860MCRS Bethlehem Tenant LLCAllentown/Bethlehem-Airport, PA2031 Avenue CBethlehem, PA 18017610-264-7500W2005/FARGO HOTELS (POOL C) REALTY,L.P.Erie, PA2084 Interchange RoadErie, PA 16565814-866-8292Willow Valley Associates, Inc.Harrisburg-East, PA3990 TecPort DriveHarrisburg, PA 17111717-909-4663High Hotels, Ltd.Harrisburg-West, PA5001 Ritter RoadMechanicsburg, PA 17055717-697-4900Horst Hotels Granite, LPLancaster, PA200 Granite Run DriveLancaster, PA 17601717-381-4400Moody National Hospitality Philly Lansdale V,LLCLansdale, PA1200 Pennbrook ParkwayLansdale, PA 19446215-362-6400Reese Hotels LLCNewtown, PA110 Pheasant RunNewtown, PA 18940215-860-5080Stout Road Associates, Inc.Philadelphia-City Avenue, PA4200 City AvenuePhiladelphia, PA 19131215-966-3000LES Hotel Lessee, LLCPhiladelphia/Great Valley, PA12 East Swedesford RoadMalvern, PA 19355610-296-3500Audubon Hotels, LLCPhiladelphia/Valley Forge, PA681 Shannondell Blvd.Audubon, PA 19403610-539-7300RBP Canonsburg LLCPittsburgh-Southpointe, PA3000 Horizon Vue DriveCanonsburg, PA 15317724-745-4663High Hotels, Ltd.Reading, PA2801 Papermill RoadReading, PA 19610610-736-3100Springwood Hospitality IV LPYork, PA200 Masonic DriveYork, PA 17406717-434-1800RHODE ISLANDW2005/FARGO HOTELS (POOL C) REALTY,L.P.Warwick, RI33 International WayWarwick, RI 02886401-738-0008SOUTH CAROLINAInternational Boulevard Ventures II, LLCCharleston/Airport Convention Center SC5048 International Blvd.Charleston, SC 29418843-735-5000The Suites at Seaside, LLCCharleston/Mt. Pleasant, SC1998 Riviera DriveMount Pleasant, SC 29464843-881-6950{000011-999987 00193235.DOCX; 1} 14

EXHIBIT EGreystone Suites, LLCColumbia, SC230 Greystone BoulevardColumbia, SC 29210803-239-4663Millennium Hotel Group, LLCGreenville, SC102 Carolina Point ParkwayGreenville, SC 29607864-297-9140SOUTH DAKOTASF Lodging Group, LLCSioux Falls, SD3620 West Avera DriveSioux Falls, SD 57108605-338-8585TENNESSEEApple Eight Hospitality Management, Inc.Chattanooga-Hamilton Place, TN2250 Center StreetChattanooga, TN 37421423-510-8020Apple Ten Hospitality Management, Inc.Knoxville-West at Turkey Creek, TN10935 Turkey DriveKnoxville, TN 37922865-777-0375Nonconnah Suites, LLCMemphis-Hacks Cross, TN3583 Hacks Cross RoadMemphis, TN 38125901-758-5018Apple Seven Hospitality Management, Inc.Memphis-Poplar, TN5811 Poplar Ave.Memphis, TN 38119901-763-0500W2007 Equity Inns Realty, LLCMemphis/Germantown, TN7855 Wolf River BoulevardGermantown, TN 38138901-751-2500Apple Six Services Tennessee, L.P.Nashville-Airport, TN2640 Elm Hill PikeNashville, TN 37214615-884-8111Chatham Leaseco I, LLCNashville-Brentwood, TN5107 Peter Taylor ParkBrentwood, TN 37027615-377-3332Church St. Lodging Associates, LLPNashville-Downtown, TN706 Church StreetNashville, TN 37203615-742-5550TEXASR K Hotels, Ltd.Amarillo, TX8800 I-40 WestAmarillo, TX 79124806-355-2222Apple Nine Services Austin Northwest, Inc.Austin-Northwest, TX10925 Stonelake BoulevardAustin, TX 78759512-349-9966Austin HWS, LPAustin/Airport Area South, TX4143 Governor's RowAustin, TX 78744512-445-5050Apple Ten Hospitality Texas Services, Inc.Austin/Round Rock, TX2201 South MaysRound Rock, TX 78664512-341-9200Shree Gayatri, Inc.Beaumont, TX3745 IH-10 SouthBeaumont, TX 77705409-842-9990Visha Hotels, LPBrownsville, TX3759 N. ExpresswayBrownsville, TX 78520956-574-6900Brazos Hotel Partners, Ltd.College Station, TX950 University Drive EastCollege Station, TX 77840979-846-0400{000011-999987 00193235.DOCX; 1} 15

EXHIBIT EW2005/FARGO HOTELS (POOL C) REALTY,L.P.Corpus Christi, TX5201 Crosstown / SH 286Corpus Christi, TX 78417361-854-1331Shinn Frisco Hospitality, Ltd.Dallas-Frisco, TX3240 Parkwood BoulevardFrisco, TX 75034214-618-0111Chatham Leaseco I, LLCDallas-Market Center, TX2747 North Stemmons FreewayDallas, TX 75207214-819-9700LES Hotel Lessee, LLCDallas/Addison, TX4451 Beltline Rd.Addison, TX 75001972-788-1342Magnolia Lodging Development, L.L.C.Dallas/Allen, TX455 Central Expressway NorthAllen, TX 75013214-383-6673W2005/FARGO HOTELS (POOL C) REALTY,L.P.Dallas/Arlington, TX2401 East Road to Six FlagsArlington, TX 76011817-633-1594W2005/FARGO HOTELS (POOL B) REALTY,L.P.Dallas/DFW Arpt N/Grapevine, TX2214 Grapevine Mills Circle WestGrapevine, TX 76051972-691-2427LES Hotel Lessee, LLCDallas/Irving/Las Colinas, TX4300 Wingren Dr.Irving, TX 75039972-556-0665W2007 BRV Realty, LPDallas/Lewisville, TX700 Hebron ParkwayLewisville, TX 75057972-315-6123Heritage Inn Number XXXI, Limited PartnershipDallas/Park Central Area, TX9169 Markville DriveDallas, TX 75243972-437-6966CHGM Denton Hotel Partners, LLCDenton, TX2907 Shoreline DriveDenton, TX 76210940-382-0420Apple Seven Services, LLCEl Paso-Airport, TX6656 Gateway Blvd. EastEl Paso, TX 79915915-778-9400Apple Six Services III, L.P.Fort Worth at Fossil Creek, TX3701 Tanacross DriveFort Worth, TX 76137817-834-7400Moody National HH Bedford Houston MT, LPFort Worth/Bedford, TX2401 Airport FreewayBedford, TX 76021817-283-5006Park 10 Lodging, L.P.Houston West/Energy Corridor, TX14450 Park RowHouston, TX 77084281-558-3800Mike ParekhHouston-Beltway 8, TX1340 North Sam Houston Pkwy. EastHouston, TX 77032281-219-9100Barclay Hospitality Services, Inc.Houston-Clear Lake, TX401 Bay Area Blvd.Houston, TX 77058281-486-7677P.Cras Properties, LLCHouston-Kingwood Parc, TX23320 Hwy. 59 NorthKingwood, TX 77339281-358-5566{000011-999987 00193235.DOCX; 1} 16

EXHIBIT EIA Urban Hotels Houston TRS LimitedPartnershipHouston-Near the Galleria, TX2950 Sage RoadHouston, TX 77056713-439-1305Wortham Hospitality, Ltd.Houston-Northwest/CY-FAIR, TX13110 Wortham Center DriveHouston, TX 77065832-237-2000Heritage Inn Number XL Limited PartnershipHouston-Westchase, TX2424 Rogerdale RoadHouston, TX 77042713-334-2424Heritage Inn of Willowbrook Limited PartnershipHouston-Willowbrook Mall, TX7655 West FM 1960Houston, TX 77070281-955-5200Terrapin Operator Woodlands, LLCHouston-Woodlands (Shenandoah), TX29813 I-45 NorthThe Woodlands, TX 77381281-681-9199Apple Seven Services, LPHouston/Stafford, TX4520 Techniplex DriveStafford, TX 77477281-265-2760Apple Nine Services Irving, Inc.Irving/DFW Airport, TX7800 Dulles DriveIrving, TX 75063972-929-2202Apple Six Services II, LPLaredo, TX98 Calle del NorteLaredo, TX 78041956-753-9200VIDHATA, L.L.C.Longview, TX205 North Spur 63Longview, TX 75601903-234-0214Lubbock H Partners, Ltd.Lubbock, TX5320 West Loop 289Lubbock, TX 79424806-785-7600McAllen Affiliates, Ltd.McAllen, TX3801 Expressway 83McAllen, TX 78503956-630-0500LES Hotel Lessee, LLCPlano, TX4705 Old Shepard PlacePlano, TX 75093972-758-8800Shinn Hospitality, Ltd.Plano-Richardson, TX2601 East George Bush TurnpikePlano, TX 75074972-881-3339Chatham San Antonio Leaseco LLCSan Antonio-Downtown/Riverwalk, TX432 West Market St.San Antonio, TX 78205210-222-1515HLM Hotel Partners, Ltd.San Antonio-North, TX125 N. Loop 1604 WSan Antonio, TX 78232210-497-8200W2007 Equity Inns Realty, L.P.San Antonio-Northwest, TX4323 Spectrum OneSan Antonio, TX 78230210-696-5400Lalani Hospitality Group I, WFTX, LPWaco, TX5620 Legend Lake ParkwayWaco, TX 76712254-644-4663Lalani Lodging, Inc.Wichita Falls, TX2675 Plaza ParkwayWichita Falls, TX 76308940-691-4663{000011-999987 00193235.DOCX; 1} 17

EXHIBIT EUTAHRio Grande Development, LLCSalt Lake City-Downtown, UT423 West 300 SouthSalt Lake City, UT 84101801-363-6700LES Hotel Lessee, LLCSalt Lake City-Midvale/Sandy, UT844 E. North Union Ave.Midvale, UT 84047801-561-5999VIRGINIASuite Venture Associates, LLCAlexandria, VA4850 Leesburg PikeAlexandria, VA 22302703-671-6500Crossways Properties LLCChesapeake/Greenbrier, VA1569 Crossways Blvd.Chesapeake, VA 23320757-213-0808Shamin Chester HMWD, LLCChester, VA12810 Old Stage RoadChester, VA 23836804-751-0010BPG Hotel Partners VI, LLCDulles-North/Loudoun, VA44620 Waxpool RoadAshburn, VA 20147703-723-7500Porter Suites, LLCFalls Church - I-495 @ Rt. 50, VA8130 Porter RoadFalls Church, VA 22042703-560-6644Celebrate 1040, LLCFredericksburg, VA1040 Hospitality LaneFredericksburg, VA 22401540-786-9700Leesburg Extended Suites, LLCLeesburg, VA115 Fort Evans Road N.E.Leesburg, VA 20176571-258-1068Shamin RIC Hospitality, LCRichmond-Airport, VA5996 Audubon DriveSandston, VA 23150804-737-1600LES Hotel Lessee, LLCRichmond-West End, VA4100 Innslake DriveGlen Allen, VA 23060804-217-8000VA. Beach Hotel Partners, LLCVirginia Beach/Norfolk Airport, VA5733 Cleveland StreetVirginia Beach, VA 23462757-552-0080LES Hotel Lessee, LLCWashington-Dulles Int'l. Apt.13460 Sunrise Valley DriveHerndon, VA 20171703-793-1700Ducks Pond, L.L.C.Williamsburg, VA601 Bypass RoadWilliamsburg, VA 23185757-259-1199WASHINGTONCHSP TRS Seattle LLCSeattle Convention Center Pike Street, W1011 Pike StreetSeattle, WA 98101206-682-8282W2007 EQI Seattle Partnership, L.P.Seattle-Downtown, WA206 Western Avenue WestSeattle, WA 98119206-281-9393Apple Eight Hospitality Management, Inc.Seattle/Tukwila, WA6955 Fort Dent WayTukwila, WA 98188206-433-8000CSV LOT 3 LIMITED PARTNERSHIPVancouver/Portland, WA701 S.E. Columbia Shores Blvd.Vancouver, WA 98661360-750-1100{000011-999987 00193235.DOCX; 1} 18

EXHIBIT EWISCONSINMadison West Princeton Hotel Investors I, LLCMadison West, WI479 Commerce DriveMadison, WI 53719608-271-0600WYOMINGCach Hotel Limited PartnershipJackson, WY260 N MillwardJackson, WY 83001307-739-0808The Bed Company of Rock Springs, LLCRock Springs, WY60 Winston DriveRock Springs, WY 82901307-382-0764{000011-999987 00193235.DOCX; 1} 19

EXHIBIT F

EXHIBIT FHOMEWOODLicensees in Canada With Changes in Controlling Interest or Terminated, Canceled,Not Renewed or Otherwise Ceased Operations Under Licenses (Fiscal Year 2011)Ajax, Ontario, Canada2059152 Ontario, Inc.Hamilton, Ontario, Canada905-320-1528 #1If you buy this franchise, your contact information may be disclosed to other buyers when you leave thefranchise system.{000011-999987 00193265.DOCX; 1} 1

EXHIBIT FHOMEWOODLicensees in the US With Changes in Controlling Interest or Terminated, Canceled,Not Renewed or Otherwise Ceased Operations Under Licenses (Fiscal Year 2011)ALABAMADothan-East, ALEmerald Coast Hospitality, LLCDestin, FL888-345-1772ARIZONAPhoenix/Glendale, AZDouble G Hotel at Arrowhead Orchards, L.Scottsdale, AZ480-563-1755Oro Valley, AZOro Valley Sunway, LLCOverland Park, KS913-345-2111Tempe, AZTempe HHG Hotel Development, LLCIrving, TX972-510-1201CALIFORNIASan Francisco-North, BrisbaneCPI-Sage Hotels Lessee, LLCDenver, CO303-595-7200San Bernardino, CAIE Hospitality Hotels, LLCApple Valley, CA001-949-2323San Diego-Downtown, CABF Hospitality, L.P.San Diego, CA619-239-2261FLORIDAJacksonvilleFTRC Hotel Partners, LPNatchitoches, LA318-352-8238GEORGIASavannahFTRC Hotel Partners, LPNatchitoches, LA318-352-8238IOWACedar Rapids/NorthFive Seasons Hospitality, Inc.Burlington, IAMARYLANDBaltimore/Arundel MillsBPG Hotel XIII Owner LLCWashington, DC202-787-3300MASSACHUSETTSLittleton, MAWDC Littleton, LLCNeedham, MA781-449-7380Boston-Fenway, MABoston Hotel Motor TrustBrookline, MA617-278-1590MISSISSIPPIJackson RidgelandLES Hotels II Holdings, LLCDallas, TX214-647-4900NEW JERSEYPhiladelphia/Mt. LaurelH. W. Heritage Inn of Mt. Laurel, Inc.Fargo, ND701-235-1167Iselin/Woodbridge, NJMetroplaza III New Jersey Associates, LLIselin, NJ732-494-6677{000011-999987 00193265.DOCX; 1} 2

EXHIBIT FNEW YORKSyracuse-Carrier Circle, NYTramz Hotels, LLCWatchung, NJ908-753-7400OKLAHOMAOklahoma City North, OKChamp PatelOklahoma City, OK405-820-9832PENNSYLVANIAPittsburgh-SouthpointeSouthpointe II Hotel Associates, LPCanonsburg, PA724-743-7720Philadelphia/Bensalem, PAHersha Hospitality Management L.P.New Cumberland, PA717-770-2405Easton, PABrad HonigfeldLivingston, NJ973-597-6433SOUTH CAROLINARock Hill, SCParkway Development CorporationRock Hill, SC803-329-2010TENNESSEEKnoxville at Turkey CreekMHG-TC, LLCGainesville, GATEXASSan Antonio Downtown RiverwalktGrand Prix General Lessee LLCPalm Beach, FL561-227-1336Austin Round RockVHRMR Round Rock, Ltd.Memphis, TN901-681-0155UTAHSandy/River Park, UTWest Jordan Hotel Partners, LLCVirginia Beach, VA757-615-2008VIRGINIASuffolk, VASuffolk Hotels, LLCChesapeake, VA757-483-4001WASHINGTONSeattle Convention Center Pike StreetAEW SBCO Seattle, LLCBoston, MA617-261-9220If you buy this franchise, your contact information may be disclosed to other buyers when you leave thefranchise system.{000011-999987 00193265.DOCX; 1} 3

EXHIBIT G

EXHIBIT GVOLUNTARY TERMINATIONOFFRANCHISE AGREEMENT(OPEN HOTEL – CHANGE OF OWNERSHIP)THIS VOLUNTARY TERMINATION OF FRANCHISE AGREEMENT (the“Termination Agreement”) is made as of the _____ day of _________, 20__ (the“Termination Date”), by and between [Insert Franchisee Entity Name], a[n] [Insert State ofFormation] [Insert Type of Entity] (“you,” “your” or “Franchisee”), and___________________________________, a Delaware limited liability company (“we,” “us,”“our” or “Franchisor”) (each a “Party”; collectively, the “Parties”).A. WHEREAS, you and we are Parties to that certain Franchise Agreement dated[Insert Date] (referred to herein collectively, along with all applicable amendments, addenda,riders, supplemental agreements and assignments, as the “Franchise Agreement”), with respectto the [Insert Name of Hotel] located at [Insert Hotel Address] (the “Hotel”);B. WHEREAS, you have transferred title in the Hotel to [Insert Name ofFranchisee’s Affiliate, State/Province of Formation and Type of Entity] [, which in turn leasesthe Hotel to its Affiliate] [Insert Name of New Franchisee Entity, State/Province of Formation,and Type of Entity] (“Transferee”) as of the Termination Date;C. WHEREAS, [we] [our affiliate _________________] and Transferee haveentered into a new franchise agreement for the Hotel effective as of the Termination Date; andD. WHEREAS, the Parties desire to terminate the Franchise Agreement, effective asof the Termination Date.NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy ofwhich is hereby acknowledged, the Parties agree as follows:Date.1. Termination Date. The Franchise Agreement is terminated on the Termination2. Estimated Payment. On or before the Termination Date, you will pay all actualand estimated amounts due to us under the Franchise Agreement through the Termination Date(the “Estimated Payment”). Payment shall be made by electronic funds transfer in immediatelyavailable and good funds. We may apply the Estimated Payment to any amounts due under theFranchise Agreement. After the Termination Date, we will perform a final accounting of allamounts due under the Franchise Agreement. Within ten (10) days after we send notice to youof our final accounting, you will pay to us by electronic funds transfer, in immediately availableand good funds, any unpaid amounts due to us. If the Estimated Payment exceeds the amountdue to us, we will refund the overage to you without interest.3. Estoppel. You certify to us that the Franchise Agreement was in full force andeffect through the Termination Date and that no default, claim, breach, offset, defense to full andstrict enforcement, waiver or estoppel (collectively, a “Claim”), or condition that could with the{000011-999987 00193955.DOC; 1} 1

EXHIBIT Gpassage of time, giving of notice or otherwise become a Claim under the Franchise Agreement,currently exists or has existed against us, our parents, subsidiaries or affiliates, and each of theirrespective former and present officers, directors, shareholders, members, partners, alter egos,parents, affiliates, subsidiaries, employees, representatives, agents, attorneys, successors andassigns, in their corporate and individual capacities (collectively, the “Hilton WorldwideEntities”).4. Release and Indemnity. You, on behalf of yourself, your current and formerofficers, directors, shareholders, members, partners, parents, subsidiaries, affiliates,representatives, agents, successor and assigns, in their corporate and individual capacities, fullyand forever release, discharge, and agree to indemnify, defend, and hold harmless the HiltonWorldwide Entities from any and all Claims, actions, agreements, attorneys’ fees, causes ofaction, controversies, costs, damages, debts, demands, expenses, judgments, liens, obligations,orders, suits and liabilities of whatever kind or nature, whether in law, equity, or otherwise,whether now known or suspected that have existed or may have existed, or that do exist or thatcan, shall, or may exist after the Termination Date, based on any facts, events, or omissionsoccurring from any time on or before the Termination Date, which in any way arise out of,concern, pertain, or relate to the Franchise Agreement.5. Further Actions. The Parties agree to execute such additional documentationand cooperate in further proceedings necessary to effectuate the terms of this TerminationAgreement without charge or other consideration.6. Entire Agreement. This Termination Agreement, including any exhibits hereto,constitutes the entire agreement and understanding between the Parties concerning the subjectmatter hereof, and supersedes and replaces all prior negotiations, proposed agreements andagreements, written and oral, relating thereto. No covenants, agreements, representations andwarranties of any kind whatsoever have been made by any Party hereto, except as specifically setforth in this Termination Agreement. This Termination Agreement may be amended, modified,canceled, or waived only by written instrument executed by each of the Parties.7. Survival of Franchise Agreement Provisions. The representations andwarranties of this Termination Agreement and the obligation to pay any outstanding amountsunder the Franchise Agreement, as well as the provisions of the Franchise Agreement that areintended under the terms of the Franchise Agreement to survive termination of the FranchiseAgreement or by their nature are to be performed following termination of the FranchiseAgreement, such as the indemnity and insurance requirements, are all deemed to survive the dateof the execution of this Termination Agreement.8. Dispute Resolution. All questions with respect to the construction of thisTermination Agreement and the rights and liabilities of the Parties hereunder shall be governedby the internal laws of the state designated in the Franchise Agreement. A breach by you of anyprovision of this Termination Agreement is a breach of the Franchise Agreement. Any action orproceeding related to or arising out of this Termination Agreement shall be submitted andresolved exclusively by a court of competent jurisdiction located in the forum designated in theFranchise Agreement. The Parties stipulate that such forum is convenient to them and consent tovenue and jurisdiction in the court. If we are the prevailing party, we shall be entitled to recoverour reasonable attorneys’ fees, court costs, costs of collection, expenses of litigation and other{000011-999987 00193955.DOC; 1} 2

EXHIBIT Gfees, costs and disbursements in any action brought to enforce or interpret this TerminationAgreement or collect any amounts due hereunder or under the Franchise Agreement.9. Counterparts. This Termination Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original, but all of which together shall constituteone and the same instrument.10. Severability. The provisions of this Termination Agreement are severable, and ifany of them are held void and unenforceable as a matter of law, the remainder shall continue infull force and effect.11. Successors and Assigns. This Termination Agreement shall bind and inure to thebenefit of the Parties hereto and their respective successors, assigns, heirs, administrators,executors and conservators.12. Authority. Each Party represents and warrants that the individual signing thisTermination Agreement on its behalf has the necessary authority and legal capacity to executethis instrument and represent it hereunder.13. Waivers. A waiver of any term or condition of this Termination Agreement willnot be deemed to be, and may not be construed as, a waiver of any other term or conditionhereof.14. Construction. This Termination Agreement will be construed neutrally, and willnot be applied more strictly against one Party than another.15. Capitalized Terms. Capitalized terms not otherwise defined herein shall havethe meanings assigned to them in the Franchise Agreement.IN WITNESS WHEREOF, the Parties hereto execute this Termination Agreement as ofthe date first here above written.FRANCHISEE:[FRANCHISEE ENTITY NAME],a[n] [Insert State of Formation][Insert Type of Entity]By:Name:Title:Executed on:FRANCHISOR:[FRANCHISOR ENTITY NAME],a Delaware limited liability companyBy:Name:Title:Executed on:{000011-999987 00193955.DOC; 1} 3

EXHIBIT H

Homewood Suites International Franchise LLCFinancial StatementsFor the years ended December 31, 2011, 2010, and 2009

Homewood Suites International Franchise LLCTable of ContentsPage No.Financial StatementsReport of Independent Auditors 1Balance Sheets 2Statements of Operations and Member’s Capital 3Statements of Cash Flows 4Notes to Financial Statements 5

Ernst & Young LLP8484 Westpark DriveMcLean, Virginia 22102Tel: + 1 703 747 1000Fax: + 1 703 747 0100www.ey.comReport of Independent AuditorsThe Member of Homewood Suites International Franchise LLCWe have audited the accompanying balance sheets of Homewood Suites International FranchiseLLC (the Company) as of December 31, 2011 and 2010, and the related statements of operationsand member’s capital and cash flows for the years ended December 31, 2011, 2010 and 2009.These financial statements are the responsibility of the Company’s management. Ourresponsibility is to express an opinion on these financial statements based on our audits.We conducted our audits in accordance with auditing standards generally accepted in the UnitedStates. Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement. We were not engagedto perform an audit of the Company’s internal control over financial reporting. Our auditsincluded consideration of internal control over financial reporting as a basis for designing auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion. An audit also includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements, assessing theaccounting principles used and significant estimates made by management, as well as evaluatingthe overall financial statement presentation. We believe that our audits provide a reasonable basisfor our opinion.In our opinion, the financial statements referred to above present fairly, in all material respects,the financial position of Homewood Suites International Franchise LLC at December 31, 2011and 2010, and the results of its operations and its cash flows for the years ended December 31,2011, 2010 and 2009, in conformity with accounting principles generally accepted in the UnitedStates.June 27, 20121

Homewood Suites International Franchise LLCBalance SheetsDecember 31,2011 2010AssetsCash and cash equivalents $ 1,000 $ 1,000Accounts receivable, net of allowance for doubtful accounts of$96 and $74, respectively 19,132 16,410Due from Hilton affiliates related to franchise deposits 239,982 —Prepaid foreign withholding taxes 42,350 —Total Assets $ 302,464 $ 17,410Liabilities and Member’s CapitalFranchise deposits $ 239,982 $ —Accrued foreign withholding taxes 1,923 1,648Deferred revenue 42,350 —Other liabilities 1,200 —Total liabilities 285,455 1,648Commitments and contingencies - see Note 5Contributed capital 1,000 1,000Retained earnings 572,485 309,391Due from Hilton affiliates (556,476) (294,629)Total member’s capital 17,009 15,762Total Liabilities and Member’s Capital $ 302,464 $ 17,410See notes to financial statements.2

Homewood Suites International Franchise LLCStatements of Operations and Member’s CapitalYear Ended December 31,2011 2010 2009RevenuesFranchise and license fees $ 235,461 $ 93,805 $ 44,839Franchise sales and change of ownership fees 78,589 — 60,000Total revenues 314,050 93,805 104,839ExpensesOperating expenses 15,421 4,689 5,242Provision for doubtful accounts 22 20 54Total expenses 15,443 4,709 5,296Operating income 298,607 89,096 99,543Foreign withholding tax expense (35,513) (9,381) (13,484)Net income $ 263,094 $ 79,715 $ 86,059Member’s capital, beginning of year $ 15,762 $ 11,759 $ 3,808Net income 263,094 79,715 86,059Increase in due from Hilton affiliates (261,848) (75,712) (78,108)Member’s capital, end of year $ 17,008 $ 15,762 $ 11,759See notes to financial statements.3

Homewood Suites International Franchise LLCStatements of Cash FlowsYear Ended December 31,2011 2010 2009Operating Activities:Net income $ 263,094 $ 79,715 $ 86,059Adjustments to reconcile net income to net cashprovided by operating activities:Provision for doubtful accounts 22 20 54Changes in operating assets and liabilities:Accounts receivable (2,744) (4,476) (8,888)Prepaid foreign withholding taxes (42,350) — —Accrued foreign withholding taxes 275 453 883Deferred revenue 42,350 — —Other liabilities 1,200 — —Cash provided by operating activities 261,847 75,712 78,108Financing Activities:Increase in due from Hilton affiliates (261,848) (75,712) (78,108)Cash used in financing activities (261,848) (75,712) (78,108)Net change in cash and cash equivalents — — —Cash and cash equivalents, beginning of year 1,000 1,000 1,000Cash and cash equivalents, end of year $ 1,000 $ 1,000 $ 1,000Supplemental Disclosures:Decrease (increase) in due from Hilton affiliatesrelated to franchise deposits $ (239,982) $ — $ 60,000Increase (decrease) in franchise deposits $ 239,982 $ — $ (60,000)See notes to financial statements.4

NOTES TO FINANCIAL STATEMENTSNote 1: OrganizationHomewood Suites International Franchise LLC (“we,” “us," or “our”) is a Delaware limited liability corporation that was formedon October 15, 2007 to be the franchisor of the Homewood Suites brand outside the United States. We are a wholly ownedsubsidiary of Hilton International Franchise Holding LLC (the “Parent”), which, in-turn, is a wholly owned subsidiary of HiltonWorldwide, Inc. (“Hilton”).We license intellectual property from a wholly owned affiliate of Hilton on a royalty free basis and then license the use of thetrademarks to third party hotel owners under long-term franchise agreements.Note 2: Basis of Presentation and Summary of Significant Accounting PoliciesBasis of PresentationReclassificationsCertain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications includepresenting the provision for doubtful accounts and the change in accounts receivable separately within the statements of cashflows.Use of EstimatesThe preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requiresmanagement to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differfrom those estimates.Summary of Significant Accounting PoliciesRevenue RecognitionRevenues are primarily derived from the following sources and are generally recognized as services are rendered:• Franchise and license fees represent fees earned in connection with the licensing of our brand name, usually under longtermfranchise agreements with the hotel owners. We charge a monthly franchise license fee based on a percentage ofroom revenue and recognize revenue as the fee is earned, which is in accordance with the terms of the agreement.• Franchise sales and change of ownership fees are fees earned in connection with the sale or change of ownership of afranchise, which includes application and initiation fees for new hotels entering the system. We also recognize fees fromhotel owners to convert existing brands to our brand name. These fees are recognized as revenue when it is determinedthat the fees are non-refundable, all services required to earn the fee have been performed, and we have no remainingcontractual obligations.Cash and Cash EquivalentsCash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less.Accounts Receivable and Allowance for Doubtful AccountsAccounts receivable represents amounts due from franchisees and is presented net of an allowance for doubtful accounts. Werecord an allowance for doubtful accounts when we specifically identify a receivable balance that will not be collected based onmanagement’s review of payment and collection activity and the financial condition of the franchisee. In addition to specificallyidentified receivables, we record an allowance on the general population of accounts receivable that we believe are likelyuncollectible based on historical collection activity and current business conditions.5

Franchise DepositsFranchise deposits represent franchise initiation and application fees that are collected at the time a third party applies for a franchiselicense. These amounts are recorded as a liability until the application is approved and we have no remaining contractual obligations.At that time, the deposits are recognized as revenue. If the franchise application is not approved, the application fee is refundedto the applicant, less processing fees.Note 3: Fair Value MeasurementsFair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in theprincipal or most advantageous market for the asset or liability in an orderly transaction between market participants on themeasurement date. We believe that the fair values of our assets and liabilities approximate their reported carrying amounts as ofDecember 31, 2011 and 2010.Note 4: Income TaxesWe franchise hotels in various jurisdictions throughout the world. Certain jurisdictions require the taxation of payments made forfranchise licensing and certain other fees to foreign domiciled entities. The taxation rates for these payments vary by jurisdictionand in some cases may be exempt from any withholding of taxes based on cross-jurisdictional tax relief agreements. Incircumstances where we are subject to a tax on payments made for franchise licensing and certain other fees, the franchisee isresponsible for the withholding and remittance of these foreign taxes to the local taxing authority. Taxes related to franchiselicensing and certain other fees, if any, are presented as foreign withholding tax expense in the statement of operations and member’scapital. Taxes which have been withheld by the franchisee which have not been remitted to the local taxing authority are presentedas accrued foreign withholding taxes on the balance sheet. To the extent a franchise licensing or certain other fee has been collectedin advance of revenue recognition (e.g. refundable application fees), the related tax and is presented as prepaid foreign withholdingtaxes and deferred revenue on the balance sheet.No provision is made in our accounts for domestic income taxes because, for U.S. income tax purposes, we are treated as adisregarded entity and all items of taxable income and expense are included in the computation of taxable income of Hilton. Theresults of operations reflected in the accompanying statements of operations may differ from amounts reported in our federalincome tax returns because of differences in accounting policies adopted for financial and tax reporting purposes.If there is uncertainty in income taxes recognized in the financial statements, we use a prescribed more-likely-than-not recognitionthreshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expectedto be taken in tax return.Note 5: Commitments and ContingenciesWe are subject to litigation arising from the normal course of business. While the ultimate results of claims and litigation cannotbe predicted with certainty, we expect the resolution of all pending or threatened claims and litigation to have an immaterial effecton our results of operations or financial position.In connection with the acquisition of Hilton by affiliates of The Blackstone Group in October 2007, Hilton entered into a seniorsecured debt agreement and all of our assets and franchise contracts were pledged as non-borrower guarantor and non-borrowerfranchise pledgor collateral under the terms of the agreement. We are one of many Hilton subsidiaries whose assets and contractswere pledged as collateral under the terms of the senior secured debt agreement, as have the majority of Hilton’s tangible assetsand contractual rights. The senior secured debt, as modified, has varying terms with extension options through November 2015.We have not recorded a guarantee liability as of December 31, 2011 and 2010, due to the nature of the parent and subsidiaryrelationship between us and Hilton.Note 6: Related Party TransactionsWe maintain intercompany balances with Hilton affiliates, resulting from Hilton’s centralized cash management system. One ofthese balances relates to franchise deposits, which are collected on our behalf by Hilton affiliates and deposited into a lockboxaccount to which we have no access. Amounts due from Hilton affiliates for franchise deposits are reflected as an asset and arerepayable to us upon demand. The remainder of due from Hilton affiliates represents the amounts that are not expected to berepaid and are reflected as a component of member’s capital as of December 31, 2011 and 2010.6

We also have an operator agreement with a Hilton affiliate, whereby we pay a fee of five percent of revenue, as defined in theagreement, to cover our operating expenses. These expenses are recorded in the statements of operations and member's capitalas incurred for the years ended December 31, 2011, 2010, and 2009. Operating expenses that are payable are reflected as areduction of amounts due from Hilton affiliates.Note 7: Subsequent EventsWe have evaluated all subsequent events through June 27, 2012, the date that the financial statements were available to be issued.7

EXHIBIT I

Homewood Suites by Hilton ®Canada StandardsIntroductionAnd Main TableOf ContentsSummaryOfChanges100OurBrand200QualityAssuranceAnd BrandThresholds300Employees400Learning AndDevelopment500Brand SalesAndMarketing600ReservationsAndDistributionExperience7008009001000110012001300HiltonHHonors AndCustomerReally MattersWelcomeAnd FarewellExperienceGuestroomAnd BathExperienceOtherGuest AreasAnd ServiceFood AndBeverageBusiness Center,MeetingsAnd EventsExperienceRecreationExperience1400Retail/ConcessionaireExperience1500Safety,Security AndInsurance1600Back Of HouseAnd BuildingOperations1700Technology2500Design AndConstructionDesign AndConstructionGlossaryi Effective November 1, 2010

Homewood Suites by Hilton ®Standards Table of ContentsHomewood Suites by Hilton ® Canada Standards .............................................iHomewood Suites by Hilton ® Standards Preface ....................................... xiHomewood Suites by Hilton ® Standards Introduction ...................................xiiUsing Your Homewood Suites by Hilton ® Standards Manual ..............................xiiiOperations, and Design and Construction are the Primary Sections ..................xiiiViewing the Electronic Manual. ...............................................xiiiUnderstanding the Layout .................................................. xivThe Resource Sidebar ......................................................xvIntentionally Left Blank. .....................................................xvSearching with Keywords and Synonyms ...................................... xvi2010 Homewood Suites by Hilton ® Canada Summary of Changes . ..................... Summary-i100 Our Brand ..............................................................100-i101.00 Brand Culture ..................................................100-1102.00 Brand Identity ..................................................100-2103.00 Brand Designations ..............................................100-3104.00 Corporate Responsibility ..........................................100-4ii Homewood Suites by Hilton ® Canada Standards Effective November 1, 2010

Homewood Suites by Hilton ®Standards Table of Contents200 Quality Assurance and Brand Thresholds . .......................................200-i201.00 General Rules ..................................................200-1202.00 Quality Assurance Program. .......................................200-2203.00 CORE Standards ................................................200-4204.00 Minimum Performance Thresholds / Brand Performance Gate Standards ....200-5205.00 Property Improvement Planner .....................................200-6206.00 Relicensing / Renovation / Change of Ownership (Existing Properties Only) . . . 200-6300 Employees ..............................................................300-i301.00 Staff Requirements ..............................................300-1302.00 Mandatory Full-Time Positions .....................................300-2303.00 Service Positions ................................................300-3304.00 General Rules and Expected Behaviors ..............................300-3305.00 Employee Appearance ...........................................300-5306.00 Guest Relations and Service Standards ..............................300-7400 Learning and Development . ..................................................400-i401.00 General Rules ..................................................400-1402.00 Hilton Worldwide Programs. .......................................400-1403.00 Franchisee Training ..............................................400-2404.00 Employee Training ...............................................400-2405.00 Training Requirement Summary Table. ...............................400-2iii Homewood Suites by Hilton ® Canada Standards Effective November 1, 2010

Homewood Suites by Hilton ®Standards Table of Contents500 Brand Sales and Marketing . ..................................................500-i501.00 Hilton Worldwide Trademarks and Logos .............................500-1502.00 Brand Identity System ............................................500-4503.00 Sales Programs ................................................500-7504.00 Marketing Programs .............................................500-7505.00 Advertising. ....................................................500-7506.00 Property Brochures and Collateral .................................500-13507.00 Signage ......................................................500-13508.00 Graphics – Printed Materials and Supplies ...........................500-15509.00 Internet Standards. .............................................500-17600 Reservations and Distribution Experience ........................................600-i601.00 General Rules ..................................................600-1602.00 Required Sales and Marketing Programs .............................600-1603.00 Reservation Standards / Inventory ...................................600-5604.00 Guestroom Rates. ...............................................600-8605.00 Distribution Standards. ..........................................600-10606.00 Miscellaneous Charges ..........................................600-11607.00 Reservations Service Standards ...................................600-11iv Homewood Suites by Hilton ® Canada Standards Effective November 1, 2010

Homewood Suites by Hilton ®Standards Table of Contents700 Hilton HHonors and Customer Really Matters ...................................700-i701.00 General Rules ..................................................700-1702.00 Hilton HHonors ................................................700-1703.00 Hilton HHonors (Portfolio-Wide) ...................................700-1704.00 CRM. .........................................................700-6705.00 Guest Assistance. ...............................................700-8800 Welcome and Farewell Experience .............................................800-i801.00 General Rules ..................................................800-1802.00 Pre-Arrival Services .............................................800-1803.00 Guest Transportation .............................................800-1804.00 Exterior Presentation .............................................800-3805.00 Entrance / Lobby / Public Areas Presentation. ..........................800-5806.00 Arrival Experience ...............................................800-6807.00 Front Desk Presentation ..........................................800-7808.00 Front Desk Service ..............................................800-8809.00 Front Desk Collateral ...........................................800-11810.00 Concierge Services .............................................800-11811.00 Elevators/Corridors .............................................800-12812.00 Stairs ........................................................800-12v Homewood Suites by Hilton ® Canada Standards Effective November 1, 2010

Homewood Suites by Hilton ®Standards Table of Contents900 Guestroom and Bath Experience. ..............................................900-i901.00 General Rules ..................................................900-1902.00 Guestroom. ....................................................900-1903.00 Bathroom / Dressing Area ........................................900-17904.00 In-Room Coffee / Tea Service .....................................900-21905.00 Suite Rooms ..................................................900-22906.00 Guestrooms with Fireplaces ......................................900-22907.00 Executive Level Rooms .........................................900-22908.00 Residential Units ...............................................900-22909.00 Penthouse Floor Experience .....................................900-221000 Other Guest Areas and Services ..............................................1000-i1001.00 General Rules .................................................1000-11002.00 Public Restrooms ..............................................1000-11003.00 Dry Cleaning and Laundry Services ................................1000-11004.00 Guest Laundry .................................................1000-21005.00 Vending ......................................................1000-21006.00 Automatic Teller Machines (ATMs). .................................1000-31007.00 Luggage Storage ..............................................1000-31008.00 Grocery Shopping ..............................................1000-31009.00 Fire Pits / Patio Grills ............................................1000-31010.00 Pet Policies / Amenities ..........................................1000-31011.00 Valet Services .................................................1000-41012.00 Executive Lounge ..............................................1000-41013.00 Foreign Currency Exchange ......................................1000-41014.00 Revenue Producing Programs ....................................1000-4vi Homewood Suites by Hilton ® Canada Standards Effective November 1, 2010

Homewood Suites by Hilton ®Standards Table of Contents1100 Food and Beverage . .......................................................1100-i1103.00 Homewood Suites by Hilton ® Food and Beverage .....................1100-11200 Business Center, Meetings and Events Experience. ...............................1200-i1201.00 General Rules .................................................1200-11202.00 Service Standards .............................................1200-11203.00 Business Center ...............................................1200-11204.00 Meetings .....................................................1200-31205.00 Hospitality Suite ...............................................1200-51206.00 Events .......................................................1200-51207.00 Pre-Function Areas .............................................1200-61208.00 Coat Room / Check .............................................1200-61209.00 Brand Distinctive Programs ......................................1200-61300 Recreation Experience ......................................................1300-i1301.00 General Rules .................................................1300-11302.00 Service Standards .............................................1300-11303.00 Swimming Pool / Whirlpool (Indoor or Outdoor). .......................1300-11304.00 Fitness Center .................................................1300-31305.00 Activities .....................................................1300-71306.00 Whirlpool Experience. ...........................................1300-81307.00 Resort Experience .............................................1300-8vii Homewood Suites by Hilton ® Canada Standards Effective November 1, 2010

Homewood Suites by Hilton ®Standards Table of Contents1400 Retail/Concessionaire Experience .............................................1400-i1401.00 Retail – General Rules ..........................................1400-11402.00 Service Standards ..............................................1400-11403.00 Suite Shop ...................................................1400-11404.00 Gift Shop .....................................................1400-41405.00 Other Retail Outlets ............................................1400-41406.00 Third-Party Concessionaires ......................................1400-51500 Safety, Security and Insurance ...............................................1500-i1501.00 General Rules .................................................1500-11502.00 Insurance .....................................................1500-11503.00 Safety. ......................................................1500-121504.00 Security .....................................................1500-171505.00 Loss Prevention ...............................................1500-191506.00 Privacy / Data Integrity .........................................1500-201600 Back of House and Building Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1600-i1601.00 General Rules .................................................1600-11602.00 Administrative Offices ...........................................1600-11603.00 Housekeeping Service Standards ..................................1600-11604.00 Maintenance Service Standards ...................................1600-31605.00 Service Areas. .................................................1600-31606.00 Employee Facilities .............................................1600-4viii Homewood Suites by Hilton ® Canada Standards Effective November 1, 2010

Homewood Suites by Hilton ®Standards Table of Contents1700 Technology .............................................................1700-i1701.00 Property Management Technology .................................1700-11702.00 Voice Telecommunications Hardware ...............................1700-71703.00 Telephone Switchboard Requirements ..............................1700-81704.00 Telephone Requirements .........................................1700-81705.00 High-Speed Internet Access (HSIA) ...............................1700-151706.00 Entertainment ................................................1700-161707.00 Convenience .................................................1700-201708.00 Accessibility. .................................................1700-201709.00 Mobile Telephone and Wireless Devices ............................1700-202500 Design and Construction ....................................................2500-iOverview .....................................................2500-1Codes .......................................................2500-12501.00 Exterior ......................................................2500-22502.00 Lobby Area ...................................................2500-82503.00 Public Restrooms .............................................2500-142504.00 Food and Beverage ............................................2500-172505.00 Executive Lounge .............................................2500-212506.00 Commercial Facilities ..........................................2500-212507.00 Meeting Facilities. .............................................2500-252508.00 Recreational Facilities ..........................................2500-302509.00 Circulation ...................................................2500-402510.00 Guest Suites .................................................2500-45ix Homewood Suites by Hilton ® Canada Standards Effective November 1, 2010

Homewood Suites by Hilton ®Standards Table of Contents2511.00 Specialty Suites ...............................................2500-632512.00 Guest Bath. ..................................................2500-632513.00 Back of House ................................................2500-732514.00 Technical Criteria ..............................................2500-822515.00 Furnishings, Fixtures and Equipment .............................2500-1072516.00 Fire Protection and Life Safety Requirements. ......................2500-1102517.00 Accessibility Guidelines. .......................................2500-1302518.00 Voice and Data Wiring Standards ................................2500-130Design and Construction Glossary . ...............................................Glssary-1Abbreviations. ...............................................Glssary-1Acronyms. ..................................................Glssary-2Terminology/Definitions ........................................Glssary-3x Homewood Suites by Hilton ® Canada Standards Effective November 1, 2010

EXHIBIT J

EXHIBIT JHOMEWOOD SUITES INTERNATIONAL FRANCHISE LLCHOMEWOOD SUITES BY HILTON ®RECEIPT BY PROSPECTIVE FRANCHISEEI, on my behalf and/or as an officer, shareholder and/or director, member or partner ofthe corporation or other legal entity which is the prospective franchisee, acknowledgereceipt of a Disclosure Document dated September 26, 2012. This disclosure documentincluded the following exhibits.Exhibit AExhibit A-1Exhibit BExhibit CExhibit DExhibit EExhibit FExhibit GExhibit HExhibit IExhibit JFranchise AgreementDevelopment Incentive NoteComputer System Agreement (HITS Agreement)Franchise ApplicationGuaranty of Franchise AgreementCurrent FranchiseesTerminated FranchiseesVoluntary Termination AgreementFinancial StatementsManual Table of ContentsReceiptIssuance Date: September 26, 2012NameBy:(Signature)AddressCity, Province, Postal CodeArea Code and Telephone NumberDate:{000011-999987 00196696.DOCX; 2}September 2012 Homewood (Canada)