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LESSOR CONSENT TO THAT CERTAIN <br />ASSIGNMENT AND ASSUMPTION OF CONFERENCE CENTER LEASE <br />AGREEMENT <br />WHEREAS, JHQ - SAN MARCOS DEVELOPMENT, LLC, a Missouri limited liability <br />company ("Assignor") has agreed to sell, assign, transfer and convey to JDHQ HOTELS LLC, a <br />Delaware limited liability company ("Assignee"), and Assignee has agreed to assume all of <br />Assignor's right title and interest under that certain Conference Center Lease Agreement, dated <br />as of September 10, 2007, by and between Assignor, as lessee, and THE CITY OF SAN <br />MARCOS, TEXAS, a municipal corporation of the State of Texas and a home rule city, as lessor <br />("Lessor"), as amended from time to time (the "Conference Center Agreement"). <br />Lessor hereby consents to the assignment of all of Assignor's right title and interest under <br />the Conference Center Agreement to Assignee pursuant to the Assignment and Assumption of <br />Conference Center Agreement ("Assi nment") to which this consent ("Consent") is attached and <br />confirms that the Conference Center Agreement shall continue in full force and effect as <br />assigned to Assignee pursuant to the Assignment. <br />Except as expressly set forth in this Consent, this Consent shall not impose any additional <br />liabilities or obligations on Lessor or otherwise affect any of the rights or remedies of Lessor under <br />the Conference Center Agreement. <br />This Consent shall not constitute Lessor's consent to any further assignment, subletting or <br />other transfer which requires Lessor's consent under the Conference Center Agreement. <br />Please send all future notices and correspondence related to the Ground Lease to the <br />following address: <br />JDHQ HOTELS LLC <br />c/o Atrium Holding Company <br />2398 E. Camelback Road, Suite 1000 <br />Phoenix, Arizona 85016 <br />Attention: President <br />with a copy to: <br />JDHQ HOTELS LLC <br />c/o Atrium Holding Company <br />1144 Avenue of the Americas, 39th Floor <br />New York, NY 10036 <br />Attn: General Counsel <br />and a copy to: <br />Kirkland & Ellis LLP <br />300 North LaSalle <br />