WYNDHAM HOTELS - FDD UFOC ITEM 10 Detail

ITEM 10. FINANCING

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Initial Fee Deferral. We may defer payment of the Initial Fee, if we determine that business circumstances warrant, for a fixed period that will generally not exceed one year. The deferral is usually for a short term such as 90 days, or until the Hotel opens as a member of the ^^15Q2Svstem Hotel . whichever occurs first. If we defer payment of the Initial Fee, you must pay the Initial Fee in one installment without the accrual of interest unless you do not pay the Initial Fee within ten days after it is due. You and your owners must sign the Initial Fee Note in substantially the form shown in Exhibit ^^15Q4�¹ -^¹⁵⁰⁶3<^fa1.¹⁵⁰⁷ If your owners are residents of community property or certain other states, their spouses must also co-sign the Note. Under the Note, you and any co-makers of the Note waive traditional defenses. These defenses include presentment, demand, notice of demand, protest, notice of non-payment, notice of protest, notice of dishonor and diligence in collection. We reserve the right to modify the terms of the Note and/or grant extensions, novations, releases or compromises to you or any co-maker without the consent of, or affecting the liability of, any other party to the Note. The Note is not subject to setoff, offset or recoupment. If the -¹⁵⁰⁸Franchise Agreement terminates for any reason or a "Transfer" occurs, as defined in the Franchise Agreement, we may demand that you immediately pay the Note in full. If you do not pay the Note within ten days after it is due, the Note will bear simple interest at the rate of the lesser of 18% per annum or the highest rate allowed by law.

Development Advance and Minority Financing. We may offer, in our sole discretion, certain development advances for new construction and conversion Wyndham System Hotels. The amount of the financing may not exceed 50% of your equity investment in the Hotel under any of the programs. You may participate in only one of these programs at each Hotel. ^¹⁵⁰⁹The Development Advance is a loan that is not subject to repayment unless the franchise terminates before the end of the first 15 or 20 ¹⁵¹⁰vears of operation of the Hotel or a Transfer occurs. If that happens, you will repay the balance of the Advance. At each anniversary of the Hotel Opening Date, the Development Advance reduces by l/15th or 1/20^ ¹⁵¹¹of the original amount. To receive the Development Advance, you and your principals, as co-makers, must sign a Development Advance Note in the form attached as Exhibit ^¹⁵¹²�^15I3-^¹⁵¹⁴l(bi¹⁵¹⁵ when you sign and deliver the Franchise Agreement. In addition, you must sign an addendum to the Franchise Agreement, agreeing to make all payments due under the Franchise Agreement and ancillary agreements through electronic funds transfers through the ACH system while the Development Advance Note is outstanding ("see Exhibit C-3(bYt¹⁵¹⁶. You must also provide us with a current balance sheet, loan documents and other information we request detailing the total cost of the Hotel, the amount being financed, and your equity investment in the Hotel. We may negotiate these incentives when business circumstances warrant. These programs may be modified, limited, extended or terminated at any time without advance notice or amendment of this ^"Disclosure Document¹⁵¹⁸.

Minority Development Advance Program. Wyndham Hotel Group has a special financing program for qualified African-American, Hispanic and Native American franchisees, intended to help address the historic under-representation of these entrepreneurs among franchisees of the � lodging¹⁵²⁰ Affiliates. Wyndham Hotel Group will provide the approved applicant a Development Advance of up to $1,000 per guest room for the first 74 guest rooms of the Hotel, and up to $1,500 per guest room for each additional guest room, up to a maximum Development

Advance of $150,000 but not more than 50% of the franchisee''s equity investment in the Hotel. To qualify for this Program at least 51% of the legal and beneficial ownership of an applicant must be persons from these minority groups and the applicant must satisfy Wyndham Hotel Group''s criteria on creditworthiness as described below. The Advance will be amortized over a period of 15 years so that one-fifteenth of the original principal amount will be forgiven without payment at the end of each of the first 15 years of the franchise term.

Development Advance Note. The Development Advance will be disbursed after (i) the applicant has passed a final credit/financial review with no material adverse changes in the business, legal, litigation, bankruptcy status or finances of the applicant, the guarantors or the project since preliminary approval, (ii) the Hotel officially opens with our consent, (iii) the applicant has completed all required pre-opening improvements specified in the Franchise Agreement; and (iv) you have paid the application fee and the -¹⁵²¹Initial Franchise, pee/⁵²². You must also submit the franchisee and good standing certificates found in Exhibit A^I523g¹⁵²⁴_ -¹⁵²⁵3(p)^]526 if we request them. The Development Advance Note bears no interest except in the case of default. Your principal owners must co-sign the Note with you. If your principals are residents of community property or certain other states, their spouses must also co-sign the Note. The guarantors waive traditional defenses, as described above for the Initial Fee Note. With or without notice to or consent from each guarantor or co-maker, we may grant renewals, extensions, modifications, compositions, compromises, releases or discharges of other parties. If you transfer the Hotel, you must repay the balance of the Development Advance Note unless the transferee and its principals assume the obligation to repay the Advance and provide us with such other security as we may require in our sole discretion. If you are purchasing an existing Hotel and you assume the obligation to repay the unamortized balance of the Advance Note with our consent, you must repay the balance if - vour franchise terminates after your purchase of the Hotel.

We do not offer other financing that requires you to waive notice, confess judgment or waive a defense against us^¹⁵²⁹. We¹⁵ do not currently¹⁵³¹ arrange financing from other sources^¹⁵³² although we¹⁵³³ may ^¹⁵³⁴in the fufere. Neither we nor, our affiliates guarantee poles, leases, qr other obligations for franchisees. We have no plans to sell, assign or discount any .Franchise Agreement¹⁵³⁵^