EXHIBIT - __

SHARED FACILITIES ADDENDUM TO FRANCHISE AGREEMENT

| among other things, for the operation of the (proposed) [insert Hotel #1 name] | hotel located or to | |-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------| | be located at [Insert Hotel #1 address ("Hotel"). | | | You (or your Affiliate) and we are also parties to a franchise agreement dated] | ("[Insert | | Brand #2] | Agreement") for the operation of the (proposed) [Insert Hotel #2 name] hotel | | located or to be located at [Insert Hotel #2 address ("Insert Brand #2 | Hotel"). | | You requested that the Hotel and the [Insert Hotel #2] | Hotel (collectively, "Sharing Hotels"), which are | | [or, will be] [Select: part of the same building structure permitted to jointly utilize certain shared hotel facilities and offer to their guests the use of certain shared amenities ("Shared Facilities") in accordance with the terms of this Addendum ("Shared Facilities Arrangement"). | or located in buildings adjacent to one another,] be | | | | For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and we agree that the following provisions are incorporated into and made a part of the Agreement:

• 1. We give our consent for the Hotel and the [Hotel #2] Hotel to jointly utilize the Shared Facilities identified during our review and approval of the Plans and Designs for the Hotel and the [Hotel #2] Hotel.
• 1. Our consent is contingent upon you (or your Affiliate) executing a Shared Facilities Addendum to the **[Hotel #2]**Agreement on the same terms contained in this Addendum.
• 1. We expressly reserve the right to withdraw our consent and, on notice, require you to discontinue the Shared Facilities Arrangement if:
  • a) we determine that such participation is detrimental to the operation of the Hotel, the guest experience, or the goodwill and reputation of the Brand and/or the Marks;
  • b) any of the Shared Facilities fail to meet System Standards as set forth under the Agreement and/or the [Hotel #2] Agreement;
  • c) either the Agreement or the [Hotel #2] Agreement is terminated for any reason;
  • d) You Transfer a controlling Equity Interest in you, the Hotel Site, or the Agreement, without simultaneously selling, leasing, assigning, or Transferring a controlling Equity Interest in you (or your Affiliate controlling [Hotel #2] Hotel), the [Hotel #2] Hotel Site, or the [Hotel #2] Agreement, to the same transferee or a transferee under common control with such transferee. Any Transfers are subject to the Transfer provisions of the Agreement. Failure to comply with the Transfer provisions is a material breach of the Agreement.

If we withdraw our consent pursuant to this paragraph, to the extent that the Shared Facilities are part of Standards, you shall immediately make arrangements to either procure the Shared Facilities, or to construct comparable facilities and amenities, for the exclusive use of the Hotel. Your failure to procure the Shared Facilities or construct comparable facilities and amenities to meet Standards is deemed to be a default that may result in the termination of the Agreement.

Source: Item 22 — CONTRACTS (FDD page 97)