LIMITED RENT GUARANTY

Landlord is the fee owner of that certain Courtyard by Marriott located in Philadelphia, Pennsylvania and known as the Courtyard Philadelphia Downtown (the “ Hotel Property ”). Landlord and City Center Annex Tenant Corporation, a Delaware corporation (“ Tenant ”), are parties to that certain Lease Agreement dated as of November 15, 1999 (the “ Hotel Lease ”) with respect to the Hotel Property. Guarantor and Landlord were parties to that certain Limited Rent Guaranty dated as of November 15, 1999 (the “ Old Guaranty ”) with respect to the Hotel Property, and such Old Guaranty was terminated in accordance with its terms.

Guarantor owns, directly or indirectly, all of the capital stock in Tenant.

The transactions contemplated by the Hotel Lease are of direct, material and substantial benefit to Guarantor.

Subject to the terms, provisions and limitations of this Guaranty, Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Landlord the full, complete and timely payment to Landlord of all Minimum Rent, Percentage Rent, and applicable Late Charges (collectively, “ Guaranteed Rent ”) as and when such amounts become due and payable in accordance with the Hotel Lease during the Guaranty Term, without deduction, reduction or credit by reason of any set-off (except to the extent of any set-offs to which Tenant is expressly entitled pursuant to the terms of the Hotel Lease); provided, however, that the Aggregate Amount Funded shall in no event exceed the Guaranty Funding Limit. Subject to the terms, provisions and limitations of this Guaranty, this Guaranty is an absolute, irrevocable and unconditional guaranty of payment. For purposes hereof, and notwithstanding anything to the contrary contained in the Hotel Lease, it is expressly understood and agreed that the Guaranteed Rent guaranteed hereunder shall not include any sums for damages arising from an Event of Default or termination of the Hotel Lease, specifically including damages computed on the basis of the acceleration of any Rent due under the Hotel Lease, it being understood and agreed that Guarantor’s agreement to pay Guaranteed Rent hereunder shall not exceed the amount of Minimum Rent, Percentage Rent and applicable Late Charges payable during the Guaranty Term in accordance with the Hotel Lease. Any defense, claim, counterclaim or offset that would be available to Tenant under the Hotel Lease or applicable law arising as a result of Landlord’s failure to mitigate damages pursuant to the terms of Section 12.2 of the Hotel Lease shall, notwithstanding anything to the contrary contained in Section 16.A hereof, likewise be available to and for the benefit of Guarantor (but Landlord’s failure to mitigate damages will not serve as a basis, standing alone, for termination of this Guaranty).

Guarantor shall pay the Guaranteed Rent, in amounts required hereunder, within ten (10) Business Days after Landlord provides notice hereunder to Guarantor of Tenant’s failure to pay such amounts; provided, however, that in the event of an Exercise of Rights or Repossession, the above-referenced period of “ten (10) Business Days” shall be “twenty (20) Business Days.” During the course of each Fiscal Year, the Guaranteed Rent and the Amount Funded will be calculated for each Accounting Period within such Fiscal Year (on a cumulative basis for all Accounting Periods then elapsed during such Fiscal Year). The actual Guaranteed Rent and Amount Funded shall be trued-up and adjusted after each Accounting Period (and after each Fiscal Year), based on the actual cumulative Minimum Rent, Percentage Rent, Late Charges and Cash Available for Lease Payments through such Accounting Period (or through the end of such Fiscal Year, as the case may be). Guarantor and Landlord shall cooperate with respect to each such true-up calculation and shall promptly share all calculations and determinations relating thereto or resulting therefrom.

If any such true-up calculation demonstrates that Guarantor overfunded the Guaranteed Rent during the applicable period, Landlord shall repay to Guarantor the amount of such overfunding (any such repaid amount, or offset and reduced amount, as provided herein, the “ Repaid Amount ”) within five (5) Business Days after the first to occur of (i) Landlord’s actual knowledge of the occurrence of such overfunding and the amount thereof, or (ii) Landlord’s receipt of notice from Guarantor identifying the amount of such overfunding; provided, however, in lieu of such payment, Guarantor may, at its election, upon notice to Landlord, offset and reduce (or cause Tenant to offset and reduce) the amount of Guaranteed Rent otherwise payable by Guarantor hereunder (or by Tenant under the Lease, as the case may be) by the amount of such overfunding or any portion thereof. The parties agree that (a) the total amount of the Amount Funded shall be reduced by any such Repaid Amount; (b) such Repaid Amount shall be treated, for purposes of this Guaranty, as if it was never funded by Guarantor; and (c) such Repaid Amount shall not be included in the calculation of Aggregate Amount Funded for purposes of determining whether the Guaranty Funding Limit has been reached pursuant to Section 3.A.1 hereof.

If any such true-up calculation demonstrates that Guarantor underfunded the Guaranteed Rent during the applicable period, Guarantor shall pay to Landlord the amount of any such underfunding (any such additional payment, the “ Additional Funded Amount ”) within five (5) Business Days after the first to occur of (i) Guarantor’s or (except in the case of an Exercise of Rights or a Repossession) Tenant’s actual knowledge of the occurrence of such underfunding and the amount thereof, or (ii) Guarantor’s receipt of notice from Landlord identifying the amount of such underfunding. Landlord’s failure to provide such notice with respect to Additional Funded Amounts within any specific time period shall not be a waiver of Landlord’s rights under this Guaranty. The parties agree that any amounts funded by Guarantor as Additional Funded Amounts shall be added to, and shall be treated for all purposes hereunder as, Amount Funded.

Notwithstanding anything in this Section 2.B to the contrary, nothing herein shall require (or be deemed to require) Guarantor to pay any Percentage Rent prior to the time such Percentage Rent is payable in accordance with the provisions of the Hotel Lease.

In the event Guarantor and Tenant should each pay the same Guaranteed Rent to Landlord (i.e., Guarantor funds a portion of the Guaranteed Rent pursuant to the provisions hereof and Tenant funds the same amounts from the Hotel Property), (i) Landlord shall return to Guarantor the amounts that were paid by Guarantor within five (5) Business Days after the first to occur of (a) Landlord’s actual knowledge of the occurrence of such payment and the amount thereof, or (b) Landlord’s receipt of notice from Guarantor identifying the amount of such payment; (ii) the total amount of the Amount Funded shall be reduced by any such repaid amounts; (iii) such repaid amounts shall be treated, for purposes of this Guaranty, as if they were never funded by Guarantor; and (iv) such repaid amounts shall not be included in the calculation of Aggregate Amount Funded for purposes of determining whether the Guaranty Funding Limit has been reached pursuant to Section 3.A.1 hereof.

Subject to the terms, provisions and limitations of this Guaranty, this Guaranty is a continuing Guaranty and shall remain in full force and effect until the indefeasible satisfaction and discharge in full of Guarantor’s obligations hereunder.

The term of this Guaranty (the “ Guaranty Term ”) shall be the period commencing on the Effective Date and ending on the earliest to occur of:

the first date on which the Aggregate Amount Funded equals the Guaranty Funding Limit, subject to the provisions of Section 3.C below;

December 31, 2006;

the date on which any Transfer of the fee interest in the Hotel Property occurs to any Person that is not an Affiliate of CNL, or any other Transfer of the Hotel Property occurs in violation of Section 15 of the Hotel Lease;

the date on which Landlord is a Person which is not an Affiliate of CNL, or any sale, assignment, transfer or other disposition, for value or otherwise, voluntary or involuntary, by merger, operation of law or otherwise, in a single transaction or a series of transactions, of any interest in Landlord or any Person having an interest, directly or indirectly, in Landlord, occurs in violation of Section 15 of the Hotel Lease; or

the date on which a termination of the Hotel Lease occurs pursuant to the terms of the Hotel Lease, other than a termination due to an Event of Default by Tenant (except that Minimum Rent and applicable Late Charges accrued up to the date of such termination and unpaid shall be and remain guaranteed amounts hereunder until paid).

To confirm that the Aggregate Amount Funded equals or exceeds the Guaranty Funding Limit, Guarantor shall send a notice (the “ Guaranty Funding Limit Notice ”) to Landlord, which notice shall include (a) a certificate of an officer of Guarantor affirming the accuracy and completeness of the Aggregate Amount Funded determination of Guarantor, and (b) a copy of the calculation of the Aggregate Amount Funded determination of Guarantor. Landlord, at its sole cost and expense (except as provided hereinbelow), shall be entitled to perform an independent a