<response> The Holders shall have the right to appoint a special servicer upon two ( 2 ) Business Days written notice to Servicer with respect to any Investment that is subject to an Event of Default . </response>


<response> In the event that a special servicer is appointed with respect to an Investment , ( 1 ) Servicer shall cooperate with the Holders and any special servicer in the transition of such servicing obligations , including , without limitation , turning over all Loan Documents in Servicer ' s possession with respect to such Investment to such special servicer or as otherwise directed by the Holders , and ( 2 ) Servicer shall not be entitled to a Workout Fee or Management Fee with respect to such Investment for any period following receipt of written notice of the appointment of the special servicer . </response>


SECTION 6 .


REPRESENTATIONS OF SERVICER .

<response> REPRESENTATIONS OF SERVICER . </response>


With respect to each Loan , Servicer hereby represents and warrants to each of the Holders on the date of acquisition of such Loan by the Holders : ( a ) if Servicer or any Affiliate ( as defined in the Master Venture Agreement ) of Servicer acquired the Loan , Servicer and / or such Affiliate conveying the Loan to the Holders have good title to , and are the sole holders of the Loan , free and clear of any liens , security interests , claims , charges or other encumbrances ; ( b ) Servicer has not assigned , pledged , transferred or encumbered all or any portion of the Loan ; ( c ) Servicer has no other material agreements with the Borrower under the Loan with respect to the Loan other than as set forth in the Loan Documents , ( d ) none of the Borrower or any guarantors under the Loan have been released by Servicer from any obligation under any of the Loan Documents , and no collateral has been 9 released by Servicer from the lien of any other security agreement executed in connection with the Loan ; ( e ) the Servicer has acted in accordance with Accepted Loan Servicing Practices in acquiring the Loan ; and ( f ) the Servicer will report the Loan as a purchase of an interest in the Loan under generally accepted accounting principles .

<response> With respect to each Loan , Servicer hereby represents and warrants to each of the Holders on the date of acquisition of such Loan by the Holders : ( a ) if Servicer or any Affiliate ( as defined in the Master Venture Agreement ) of Servicer acquired the Loan , Servicer and / or such Affiliate conveying the Loan to the Holders have good title to , and are the sole holders of the Loan , free and clear of any liens , security interests , claims , charges or other encumbrances ; ( b ) Servicer has not assigned , pledged , transferred or encumbered all or any portion of the Loan ; ( c ) Servicer has no other material agreements with the <person>Borrower</person> under the Loan with respect to the Loan other than as set forth in the Loan Documents , ( d ) none of the <person>Borrower</person> or any guarantors under the Loan have been released by Servicer from any obligation under any of the Loan Documents , and no collateral has been 9 released by Servicer from the lien of any other security agreement executed in connection with the Loan ; ( e ) the Servicer has acted in accordance with Accepted Loan Servicing Practices in acquiring the Loan ; and ( f ) the Servicer will report the Loan as a purchase of an interest in the Loan under generally accepted accounting principles . </response>


SECTION 7 .


NOT A SECURITY .


<response> No Investment shall be deemed to be a security within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934 . </response>


SECTION 8 .


EXERCISE OF REMEDIES .

<response> EXERCISE OF REMEDIES . </response>


<response> Each Holder acknowledges that , subject to the terms of this Agreement , ( i ) each Holder may exercise or refrain from exercising any rights that such Holder may have hereunder in a manner that may be adverse to the interests of the other Holder , so long as such actions are in accordance with the terms of this Agreement , ( ii ) a Holder shall have no liability whatsoever to the other Holder as a result of such Holder ' s exercise of such rights or any omission by such Holder to exercise such rights , except as expressly provided herein or for acts or omissions that are taken or omitted to be taken by such Holder that constitute the gross negligence or willful misconduct of such Holder or a breach of this Agreement , and ( iii ) the Servicer shall service and administer the Loan on behalf of the Holders in accordance with the terms of this Agreement , taking into account the interests of the Holders and in accordance with Accepted Loan Servicing Practices . </response>


SECTION 9 .


SEVERABILITY .


<response> Wherever possible , each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law , but if any provision of this Agreement shall be prohibited by or invalid under applicable laws , such provision shall be ineffective to the extent of such prohibition or invalidity , without invalidating the remainder of such provision or the remaining provisions of this Agreement . </response>


SECTION 10 .


NO PLEDGE OR LOAN ; CHARACTERIZATION .

<response> NO PLEDGE OR LOAN ; CHARACTERIZATION . </response>


<response> This Agreement shall not be deemed to represent a pledge of any interest in the Loan by any Holder to any other Holder , or a loan from any Holder to any other Holder . </response>


<response> No Holder shall have any interest in any property taken as security for the Loan . </response>


The Holders acknowledge and agree that the Loan represents a single " claim " under Section 101 of the Bankruptcy Code , and that no Holder would be a separate creditor of the Borrower under the Bankruptcy Code .

<response> The Holders acknowledge and agree that the Loan represents a single " claim " under Section 101 of the Bankruptcy Code , and that no Holder would be a separate creditor of the <person>Borrower</person> under the Bankruptcy Code . </response>


<response> The obligations of the Holders under this Agreement are separate and distinct and no such Holder shall be liable for defaults by the other . </response>


10 SECTION 11 .


GOVERNING LAW ; WAIVER OF JURY TRIAL .

<response> GOVERNING LAW ; WAIVER OF JURY TRIAL . </response>


<response> THIS AGREEMENT AND THE RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE . </response>


<response> EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION , PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT . </response>


SECTION 12 .


MODIFICATIONS .


<response> This Agreement shall not be modified , cancelled or terminated except by an instrument in writing signed by the parties hereto . </response>


<response> The party seeking modification of this Agreement shall be solely responsible for any and all expenses that may arise in order to modify this Agreement . </response>


SECTION 13 .


<response> SUCCESSORS AND ASSIGNS ; THIRD PARTY BENEFICIARIES . </response>


<response> This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns ; provided that no successors or assigns of any Holder shall have any liability for a breach of a representation or warranty set forth in this Agreement or any side agreement ( but the liability of the Holder that made such representation shall survive ). </response>


<response> Except as provided in the preceding sentence , none of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto or a successor or assign of a party hereto . </response>


SECTION 14 .


COUNTERPARTS .


<response> This Agreement may be executed in any number of counterparts and all of such counterparts shall together constitute one and the same instrument . </response>


<response> This Agreement may be executed by signature ( s ) transmitted by facsimile or PDF provided that original signature pages follow . </response>


SECTION 15 .


CAPTIONS .


<response> The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only and are not intended to summarize or otherwise describe the subject matter of the paragraphs and shall not be given any consideration in the construction of this Agreement . </response>


SECTION 16 .


NOTICES .


<response> All notices required hereunder shall be given by ( a ) telephone ( confirmed in writing if the sender on the same day sends a confirming copy of such notice by reputable overnight delivery service ( charges prepaid )) or shall be in writing and personally delivered , ( b ) facsimile transmission or e - mail if the sender on the same day sends a confirming copy of such notice by reputable overnight delivery service ( charges prepaid ), ( c ) reputable overnight delivery 11 service ( charges prepaid ) or ( d ) certified United States mail , postage prepaid return receipt requested , and addressed to the respective parties at their addresses set forth in the Master Venture Agreement , or at such other address as any party shall hereafter inform the other party by written notice given as aforesaid . </response>


<response> All written notices so given shall be deemed effective upon receipt or , if mailed , upon the earlier to occur of receipt or the expiration of the fourth ( 4th ) day following the date of mailing . </response>


SECTION 17 .


REGISTRATION OF TRANSFERS .

<response> REGISTRATION OF TRANSFERS . </response>


The Lender or the Servicer on its behalf , as agent for the Holders , shall maintain a register for the recording of the names and addresses of the Holders , the name and address of each Holder ' s agent for service of process ( the " Register ").

<response> The <person>Lender</person> or the Servicer on its behalf , as agent for the Holders , shall maintain a register for the recording of the names and addresses of the Holders , the name and address of each Holder ' s agent for service of process ( the " Register "). </response>


<response> The entries in the Register shall be conclusive and binding for all purposes , absent manifest error , and the Servicer and the Holders may treat each person or entity whose name is recorded in the Register as a Holder hereunder for all purposes of this Agreement . </response>


<response> The Register shall be available for inspection and copying by any Holder during normal business hours upon reasonable prior notice to the Servicer . </response>


<response> 12 IN WITNESS WHEREOF , each of the parties hereto have caused this Agreement to be duly executed as of the day and year first above written . </response>


PIM ASHFORD VENTURE I , LLC , a Delaware limited liability company By : PRISA III Investments , a Delaware limited liability company By : PRISA III REIT Operating LP , a Delaware limited partnership , its sole member By : PRISA III OP GP , LLC , a Delaware limited liability company , its general partner By : PRISA III Fund LP , a Delaware limited partnership , its manager By : PRISA III Fund GP , LLC , a Delaware limited liability company , its general partner By : PRISA III Fund PIM , LLC , a Delaware limited liability company , its sole member By : Prudential Investment Management , Inc ., a Delaware corporation , its sole member By : Name : James P . Walker Title : Vice President By : Ashford Hospitality Finance LP , a Delaware limited partnership By : Ashford Hospitality Finance General Partner LLC , a Delaware limited liability company , its general partner By : Name : David Brooks Title : Vice President Signature Page to Loan Servicing Agreement ASHFORD HOSPITALITY SERVICING LLC , a Delaware limited liability company By : Name : David Brooks Title : Vice President Signature Page to Loan Servicing Agreement SCHEDULE 1 LOAN DOCUMENTS Source : OneCLE Business Contracts .

<response> PIM <organization>ASHFORD VENTURE I</organization> , <organization>LLC</organization> , a Delaware limited liability company By : PRISA III Investments , a Delaware limited liability company By : PRISA III REIT Operating LP , a Delaware limited partnership , its sole member By : PRISA III OP GP , LLC , a Delaware limited liability company , its general partner By : PRISA III Fund LP , a Delaware limited partnership , its manager By : PRISA III Fund GP , LLC , a Delaware limited liability company , its general partner By : PRISA III Fund PIM , LLC , a Delaware limited liability company , its sole member By : Prudential Investment Management , Inc ., a Delaware corporation , its sole member By : Name : <person>James P</person> . Walker Title : Vice President By : <organization>Ashford Hospitality Finance LP</organization> , a Delaware limited partnership By : <organization>Ashford Hospitality Finance General Partner LLC</organization> , a Delaware limited liability company , its general partner By : Name : <person>David Brooks</person> Title : Vice President Signature Page to Loan Servicing Agreement <organization>ASHFORD HOSPITALITY SERVICING LLC</organization> , a Delaware limited liability company By : Name : <person>David Brooks</person> Title : Vice President Signature Page to Loan Servicing Agreement SCHEDULE 1 LOAN DOCUMENTS Source : OneCLE Business Contracts . </response>


-DOCSTART-


Loan Agreement [ Amendment No .

<response> Loan Agreement [ Amendment No . </response>


1 ] - Union Bank of California NA and Crocs Inc . [ UNION BANK OF CALIFORNIA LOGO ] AMENDMENT NO .

<response> 1 ] - <organization>Union Bank</organization> of <location>California</location> NA and Crocs Inc . [ <organization>UNION BANK</organization> OF <location>CALIFORNIA</location> LOGO ] AMENDMENT NO . </response>


1 TO LOAN AGREEMENT THIS AMENDMENT NO .

<response> 1 TO LOAN AGREEMENT THIS AMENDMENT NO . </response>


1 TO LOAN AGREEMENT ( this " Amendment "), dated as of November 21 , 2007 , is entered into by and among Union Bank of California , N . A ., (" Bank "), and Crocs , Inc ., a Delaware corporation (" Borrower "), with reference to the following facts : RECITALS A .

<response> 1 TO LOAN AGREEMENT ( this " Amendment "), dated as of November 21 , 2007 , is entered into by and among <organization>Union Bank</organization> of <location>California</location> , N . A ., (" <organization>Bank</organization> "), and Crocs , Inc ., a <organization>Delaware</organization> corporation (" <person>Borrower</person> "), with reference to the following facts : RECITALS A . </response>


The Borrower and Bank are parties to that certain Loan Agreement , dated as of May 8 , 2007 , ( the " Loan Agreement "), as amended from time to time , pursuant to which the Bank has provided the Borrower with certain credit facilities .

<response> The <person>Borrower</person> and <organization>Bank</organization> are parties to that certain Loan Agreement , dated as of May 8 , 2007 , ( the " Loan Agreement "), as amended from time to time , pursuant to which the <organization>Bank</organization> has provided the <person>Borrower</person> with certain credit facilities . </response>


B . Borrower has requested that Bank increase the commitment amount of certain of the existing credit facilities , extend maturity dates , and make certain other modifications to the Loan Agreement .

<response> B . <person>Borrower</person> has requested that <organization>Bank</organization> increase the commitment amount of certain of the existing credit facilities , extend maturity dates , and make certain other modifications to the Loan Agreement . </response>


C . Bank is willing to grant such accommodations to Borrower on the terms and conditions set forth below .

<response> C . <organization>Bank</organization> is willing to grant such accommodations to <person>Borrower</person> on the terms and conditions set forth below . </response>


<response> NOW , THEREFORE , the parties hereby agree as follows : 1 . </response>


Defined Terms .


<response> Any and all initially capitalized terms used in this Amendment ( including , without limitation , in the recitals hereto ) without definition shall have the respective meanings specified in the Loan Agreement . </response>


2 .


Increase to Revolving Loan Amount .

<response> Increase to Revolving Loan Amount . </response>


<response> Section 1 . 1 . 1 of the Loan Agreement is hereby amended by substituting the words " Twenty - Five Million Dollars ($ 25 , 000 , 000 )" for the words " Fifteen Million Dollars ($ 15 , 000 , 000 )". </response>


3 .


<response> Add Minimum Net Domestic Accounts Receivable covenant . </response>


<response> Section 4 . 14 of the Loan Agreement is hereby added to read in full as follows : " 4 . 14 Minimum Domestic Accounts Receivable . </response>


Borrower will maintain Domestic Accounts Receivable of not less than $ 35 , 000 , 000 as of the fiscal quarter ended December 31 , 2007 and not less than $ 40 , 000 , 000 as of the fiscal quarter ended March 31 , 2008 and thereafter .

<response> <person>Borrower</person> will maintain Domestic Accounts Receivable of not less than $ 35 , 000 , 000 as of the fiscal quarter ended December 31 , 2007 and not less than $ 40 , 000 , 000 as of the fiscal quarter ended March 31 , 2008 and thereafter . </response>


" Domestic Accounts Receivable " means accounts receivable owing to Borrower , payable in United States dollars , arising out of the sale or lease of goods or the rendition of services by Borrower , with respect to which the account debtor is a resident of the United States ."

<response> " Domestic Accounts Receivable " means accounts receivable owing to <person>Borrower</person> , payable in <location>United States</location> dollars , arising out of the sale or lease of goods or the rendition of services by <person>Borrower</person> , with respect to which the account debtor is a resident of the <location>United States</location> ." </response>


4 .


Conditions Precedent .

<response> Conditions Precedent . </response>


<response> The effectiveness of this Amendment shall be subject to the prior satisfaction of each of the following conditions : ( a ) This Amendment . </response>


The Bank shall have received an original of this Amendment , duly executed by the Borrower and the Bank ; ( b ) Other Documents .

<response> The <organization>Bank</organization> shall have received an original of this Amendment , duly executed by the <person>Borrower</person> and the <organization>Bank</organization> ; ( b ) Other Documents . </response>


The Borrower shall have executed and delivered to the Bank the Revolving Note and such other documents and instruments as the Bank may reasonably require .

<response> The <person>Borrower</person> shall have executed and delivered to the <organization>Bank</organization> the Revolving Note and such other documents and instruments as the <organization>Bank</organization> may reasonably require . </response>


5 .


Miscellaneous .


<response> ( a ) Survival of Representations and Warranties . </response>


All representations and warranties made in the Loan Agreement or in any other document or documents relating thereto , including , without limitation , any Loan Documents furnished in connection with this Amendment , shall survive the execution and delivery of this Amendment and the other Loan Documents , and no 1 investigation by the Bank or any closing shall affect the representations and warranties or the right of the Bank to rely thereon .

<response> All representations and warranties made in the Loan Agreement or in any other document or documents relating thereto , including , without limitation , any Loan Documents furnished in connection with this Amendment , shall survive the execution and delivery of this Amendment and the other Loan Documents , and no 1 investigation by the <organization>Bank</organization> or any closing shall affect the representations and warranties or the right of the <organization>Bank</organization> to rely thereon . </response>


( b ) No Events of Default .

<response> ( b ) No Events of Default . </response>


The Borrower is not aware of any events which now constitute , or with the passage of time or the giving of notice , or both , would constitute , an Event of Default under the Loan Agreement .

<response> The <person>Borrower</person> is not aware of any events which now constitute , or with the passage of time or the giving of notice , or both , would constitute , an Event of Default under the Loan Agreement . </response>


( c ) Reference to Loan Agreement .

<response> ( c ) Reference to Loan Agreement . </response>


<response> The Loan Agreement , each of the other Loan Documents , and any and all other agreements , documents or instruments now or hereafter executed and delivered pursuant to the terms hereof , or pursuant to the terms of the Loan Agreement as amended hereby , are hereby amended so that any reference therein to the Loan Agreement shall mean a reference to the Loan Agreement as amended hereby . </response>


<response> ( d ) Loan Agreement Remains in Effect . </response>


The Loan Agreement and the other Loan Documents remain in full force and effect and the Borrower ratifies and confirms its agreements and covenants contained therein .

<response> The Loan Agreement and the other Loan Documents remain in full force and effect and the <person>Borrower</person> ratifies and confirms its agreements and covenants contained therein . </response>


The Borrower hereby confirms that , after giving effect to this Amendment , no Event of Default or Default exists as of such date .

<response> The <person>Borrower</person> hereby confirms that , after giving effect to this Amendment , no Event of Default or Default exists as of such date . </response>


( e ) Severability .

<response> ( e ) Severability . </response>


<response> Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable . </response>


( f ) APPLICABLE LAW .

<response> ( f ) APPLICABLE LAW . </response>


THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN THE STATE OF CALIFORNIA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA .

<response> THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN THE STATE OF <location>CALIFORNIA</location> AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF <location>CALIFORNIA</location> . </response>


( g ) Successors and Assigns .

<response> ( g ) Successors and Assigns . </response>


This Amendment is binding upon and shall inure to the benefit of the Bank and the Borrower and their respective successors and assigns ; provided , however , that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Bank .

<response> This Amendment is binding upon and shall inure to the benefit of the <organization>Bank</organization> and the <person>Borrower</person> and their respective successors and assigns ; provided , however , that the <person>Borrower</person> may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the <organization>Bank</organization> . </response>


( h ) Counterparts .

<response> ( h ) Counterparts . </response>


<response> This Amendment may be executed in one or more counterparts , each of which when so executed shall be deemed to be an original , but all of which when taken together shall constitute one and the same instrument . </response>


( i ) Headings .


<response> The headings , captions and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment . </response>


( j ) NO ORAL AGREEMENTS .

<response> ( j ) NO ORAL AGREEMENTS . </response>


THIS AMENDMENT , TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN , REPRESENTS THE FINAL AGREEMENT BETWEEN THE LENDERS AND THE BORROWER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR , CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES .

<response> THIS AMENDMENT , TOGETHER WITH THE OTHER LOAN DOCUMENTS AS WRITTEN , REPRESENTS THE FINAL AGREEMENT BETWEEN THE LENDERS AND THE <person>BORROWER</person> AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR , CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES . </response>


THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE BANK AND THE BORROWER .

<response> THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE <organization>BANK</organization> AND THE <person>BORROWER</person> . </response>


<response> 2 IN WITNESS WHEREOF , the parties have entered into this Amendment by their respective duly authorized officers as of the date first above written . </response>


CROCS , INC . By : / s / Peter Case Peter Case Title : Chief Financial Officer Address : 6328 Monarch Park Place Niwot , Colorado 80503 Attention : Keith Love , Treasury Manager Telecopier : ( 303 ) 858 - 7048 Telephone : ( 303 ) 848 - 7084 UNION BANK OF CALIFORNIA , N . A .

<response> CROCS , INC . By : / s / <person>Peter Case Peter Case</person> Title : Chief Financial Officer Address : <location>6328 Monarch Park Place Niwot</location> , <location>Colorado 80503</location> Attention : <person>Keith Love</person> , Treasury Manager Telecopier : ( 303 ) 858 - 7048 Telephone : ( 303 ) 848 - 7084 <organization>UNION BANK</organization> OF <location>CALIFORNIA</location> , N . A . </response>


By : / s / Douglas S . Lambell Douglas S . Lambell Title : Vice President Address : 530 B Street , 4th Floor San Diego , California 92101 Attention : Douglas S . Lambell , VP Telecopier : ( 619 ) 230 - 3766 Telephone : ( 619 ) 230 - 3029 3 Source : OneCLE Business Contracts .

<response> By : / s / <person>Douglas S</person> . Lambell <person>Douglas S</person> . Lambell Title : Vice President Address : <location>530 B Street</location> , <location>4th Floor San Diego</location> , <location>California</location> 92101 Attention : <person>Douglas S</person> . Lambell , VP Telecopier : ( 619 ) 230 - 3766 Telephone : ( 619 ) 230 - 3029 3 Source : OneCLE Business Contracts . </response>