Assignment, Consent and Subordination of Management Agreement by and among LF3 El Paso, LLC, LF3 El Paso TRS, LLC, Elevation Hotel Management, LLC and EPH Development Fund LLC, relating to the El Paso Property, dated as of May 12, 2021

Owner owns the real property described on Exhibit A attached hereto (the “Property”). Manager and Owner, among others, are parties to a certain Hotel Management Agreement, dated on or about the Effective Date (the “Management Agreement”). The Management Agreement describes Manager’s and Owner’s respective rights and obligations regarding the management of the hotel on the Property (the “Hotel”).

Borrower is indebted to Lender pursuant to the Amended and Restated Promissory Note in the principal amount of $7,900,000 dated the Effective Date from Borrower payable to the order of Lender, issued pursuant to the Loan Agreement dated as of the Effective Date between Lender and Borrower (the “Loan Agreement”). Terms used and not otherwise defined herein have the meanings ascribed to them in the Loan Agreement.  The Loan is secured by, among other things, a Deed of Trust, Security Agreement, Fixture Filing, Financing Statement and Assignment of Leases and Rents dated May 31, 2018, from HD Sunland Park Property, L.L.C., a Delaware limited liability company (“Original Borrower”) to WestStar Title, LLC, as trustee, for the benefit of Lender, recorded on May 31, 2018 as Document Number 20180042472 in the real property records of El Paso County, Texas, as modified by the Loan Assumption Agreement dated the Effective Date among Original Borrower, Borrower, and Lender (the “Security Instrument”) encumbering the Property.

Owner has assigned its interest in the Management Agreement to Lender pursuant to this Agreement and certain other Loan Documents.

At Owner’s request and in order to facilitate Lender’s consent to the Management Agreement, Manager and Owner desire to subordinate the Management Agreement, their respective rights under the Management Agreement and their respective interests in the Property, if any, to the Security Instrument and the Loan upon the terms and conditions contained in this Agreement.

Manager and Owner intend that the indebtedness evidenced by the Note, the liens and security interests of the Security Instrument and the Loan Documents be senior and prior to any and all obligations, expenses and indebtedness owing to Manager which arise from the Management Agreement and any and all existing liens or future rights to liens of Manager or any Person claiming by, through or under Manager which arise from any and all obligations, expenses and indebtedness owing to Manager under or in connection with the Management Agreement.

Assignment; Consent. As additional security for the payment and performance by Owner of all of its obligations under the Loan (collectively, the “Obligations”), Owner hereby assigns, transfers and pledges to Lender, and hereby grants to Lender a security interest in (a) all of Owner’s right, title and interest in, to and under the Management Agreement and (b) all of Owner’s rights, benefits and interest in, to and under all of the governmental approvals, permits, consents or licenses owned or held by Owner relating in any manner to the ownership or operation of the Hotel. Manager hereby consents to the assignment to Lender of Owner’s rights under the Management Agreement, including without limitation Owner’s interest in all accounts maintained under the Management Agreement. Lender will be entitled to exercise any and all rights of Owner under the Management Agreement in accordance with the terms thereof during the continuance of an Event of Default (as defined below), and Manager will permit and comply in all respects with such exercise. Lender will have the right to cure any default of Owner under the Management Agreement, and may perform any act, duty or obligation required to be performed by Owner under the Management Agreement; provided, however, that nothing herein will require Lender to cure any such default or to perform any such act, duty or obligation.

Subordination. Manager and Owner hereby unconditionally subordinate and subject the Management Agreement and all of their respective rights and interests under the Management Agreement, including, without limitation, any right to receive any amounts or fees (heretofore, now or hereafter payable) as management fees, management commissions, incentive management fees, affiliate payments, termination fees, liquidated damages, “key money”, reimbursements of advances made by Manager to Owner or any other compensation payable under the Management Agreement, to the lien of the Security Instrument and all other liens, rights and interests of Lender under the Loan Documents, including, without limitation, Lender’s right to receive payments of principal, interest and all other sums due and owing from time to time under the Loan Documents. Manager and Owner agree that the liens, rights and interests of Lender under the Security Instrument and the other Loan Documents are senior and prior to any rights and interests of Manager and Owner under the Management Agreement. Notwithstanding any provision under or arrangement pursuant to this Agreement, the Loan and the Loan Documents, so long as no Event of Default is then existing, Lender agrees to permit any amounts payable to Manager under the Management Agreement to be paid directly and timely to Manager as and when due thereunder. For the avoidance of doubt, nothing in this Agreement will be deemed or construed to modify, amend, limit, waive or suspend (i) Owner’s obligations to Manager for the direct and timely payment of all amounts due and payable to Manager under the Management Agreement or (ii) Manager’s rights and remedies under the Management Agreement against Owner when Owner fails to perform such obligations; subject however, to the provisions of Sections 4, 5 and 6 hereof.

Representations, Warranties, Acknowledges and Certifications. Manager and Owner hereby represent, warrant, certify and acknowledge to Lender as follows: (a) would not make and fund the Loan or consent to the Management Agreement without the execution and delivery of this Agreement; (b) a true and complete copy of the Management Agreement (including, without limitation, all modifications and amendments thereto, if any) is attached to this Agreement as Exhibit B; (c) the Management Agreement represents the entire agreement between Manager and Owner with respect to the Property and the operation of the Hotel; (d) the Management Agreement is not a lease; (e) Manager has no possessory interest in the Property; (f) as of the date hereof, management fees, management commissions, incentive management fees, affiliate payments, termination

Default; Lender’s Exercise of Rights. Manager and Owner agree that in the event of a default by Owner (continuing beyond any applicable grace or cure period) under any of the Loan Documents during the term of this Agreement (an “Event of Default”), Lender may  take in Lender's own name or in the name of Owner or either or both of them, such action as Lender may at any time or from time to time determine to be necessary or appropriate, including, without limitation:

exercising any of the rights of Owner under the Management Agreement and requiring Manager to attorn to Lender;

terminating the Management Agreement upon not less than thirty (60) days prior written notice (notwithstanding anything provided for in the Management Agreement) and requiring Manager to transfer its responsibility for the management of the Hotel to a management company selected by Lender in Lender's sole discretion, and Manager will have no rights or recourse against Lender on account of such termination;

amending, modifying or extending the Management Agreement by agreement with Manager;

curing any default under the Management Agreement; and

otherwise protecting the rights of Lender hereunder and under the Management Agreement.

Attornment; Right to Terminate. If Lender or any designee or affiliate of Lender will acquire possession of the Property through judicial or nonjudicial foreclosure or otherwise, Lender or such designee or affiliate will have the right to cause Manager to continue its management of the Hotel by assuming the obligations of Owner under the Management Agreement, but (a) without any liability for any act or omission of Owner prior to the date of acquisition, (b) without being subject to any offsets or advances which Manager may have had against Owner, and (c) without being bound by any agreement or modification of the Management Agreement entered into without Lender’s prior written consent. If Lender or any designee or affiliate of Lender explicitly assumes the obligations of Owner under the Management Agreement in writing pursuant to this Section, and if Lender or such designee or affiliate will thereafter desire to sell the Property to a third party, then Lender will either (i) cause such third party to assume the obligations of Owner under the Management Agreement or (ii) terminate the Management Agreement by written notice to Manager without further obligation thereunder. If a third party will acquire title to the Property as a purchaser at a foreclosure sale or otherwise in connection with the exercise of any remedies of Lender under the Loan Documents, then such third party, immediately upon acquiring title to the Property, will have the right to cause Manager to continue its management of the Hotel by assuming the obligations of Owner under the Management Agreement, but subject to the conditions set forth in clauses (a) through (c) of this Section. Following any assumption by Lender or any designee or affiliate of Lender or any such third party, in accordance with the terms and conditions of this Section, of the obligations of Owner under the Management Agreement, Manager will recognize such Person as the Owner under the Management Agreement. Upon any termination or expiration of the Management Agreement, Manager will reasonably cooperate with and assist Lender (or its designee or successor) in accordance with the applicable terms and conditions of the Management Agreement to effect the transfer to Lender (or its designee or successor) of any and all licenses (including food, beverage and liquor licenses), permits, governmental authorizations, keys, combinations, reservation lists, statements, books and records, insurance policies, documents and/or agreements required for the operation of the Hotel.

Liability of Lender. Manager agrees that Lender and each of its successors and assigns will not have any liability under the Management Agreement until such time, if any, as Lender or such successor or assign, as applicable, will have explicitly assumed the obligations of Owner under the Management Agreement in writing and elected to cause Manager to

Indemnification. Owner agrees to indemnify Lender and defend and hold Lender harmless from and against any and all liabilities, claims, demands, losses, damages, costs and expenses (including but not limited to reasonable attorney’s fees) which Lender may incur under the Management Agreement or this Agreement and from any alleged or actual obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained in the Management Agreement. This indemnification will not apply to actions taken by Lender subsequent to Lender’s acquisition of title to the Property by foreclosure. This provision will survive any termination of the Management Agreement and any foreclosure.

Notices. Any notice, demand, request, approval, consent, or other communication made from or to a party as required by, permitted by, or contemplated in this Agreement (each a “Notice”) will only be effective if (i) it is in writing and (ii) the intended recipient actually receives it or is deemed to have received it in accordance with this paragraph. A Notice will be deemed received (x) if sent by local or overnight courier to the Recipient’s Address, upon delivery or first attempted delivery and (y) if sent by registered or certified first class mail, return receipt requested, two business days after deposit in the mail. If, however, a provision in this Agreement specifies different methods and requirements regarding a particular Notice, such provision will control with regard to the specified Notice. “Recipient’s Address” means the recipient’s address identified below as the recipient’s notice address (or as its address, if a separate notice address is not specified), or a new address identified in a Notice from the recipient to the sending party at least ten days before the date of the sending party’s Notice.

Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Texas.

Relation to Management Agreement. In the event of any conflict or discrepancy between any provision in this Agreement and any provision of the Management Agreement, the applicable provision of this Agreement will control; provided, however, that nothing contained in this Agreement will be deemed or construed to modify or affect the rights and obligations of Owner to Manager under the Management Agreement.

Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors, and permitted assigns. As used herein “Lender” will include any subsequent holders of the Security Instrument.

Counterparts. To facilitate execution, this Agreement may be executed in multiple identical counterparts. The signature of each party, or the signature of all persons required to bind a party, need not appear on each counterpart. All counterparts, taken together, will constitute a single document. The validity of a signature page will not be affected by its detachment from one counterpart of this Agreement and attachment to an identical counterpart of this Agreement.

Final Agreement. This Agreement is the final, complete, and exclusive agreement of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements, representations, and understandings regarding such subject matter. No modification of this Agreement will be binding on the parties to it unless contained in a writing signed by the parties hereto