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200103276 STATE OF NE Unit No. 6320 COUNTY OF DAYS INNS WORLDWIDE, INC. DECLARATION OF LICENSE AGREEMENT The undersigned DAYS INNS WORLDWIDE, INC., a Delaware corporation (the "Company ") and YOGI MOTEL, INC., a Nebraska corporation, ( "Licensee ") declare as follows: 1. A License Agreement, dated as of Z�N ,`7�� has been executed by the parties pursuant to which the Company has granted to Licensee the right and license to operate certain lodging premises located at 2620 N. Diers Ave., Grand Island, NE 68803, a legal description of which premises is attached hereto as Exhibit A (the "Premises "), as a "DAYS INN" facility. Such identification and operation is subject to the terms of the License Agreement and the policies and standards established by the Company from time to time, provided that Licensee is solely responsible for the safety, security, operations and maintenance of the Premises, employment of all employees, agents and contractors, and the debts and contracts associated therewith. 2. The term of the license to operate the Premises under the "DAYS INN" name extends from the date Licensee is authorized by the Company to open using the "DAYS INN" name for a period of fifteen years, subject to earlier termination as provided in the License Agreement. The license terminates at the earliest to occur of the Term's expiration, Termination or a Transfer as defined in the License Agreement. The license and the License Agreement may not be transferred, assigned, delegated, pledged, hypothecated, donated or conveyed without the prior written consent of the Company. The License Agreement establishes certain conditions that must be satisfied in connection with any transfer. The request for consent must be submitted with the Company's standard license application and approved before the transfer of the Premises. The Company will require the transferee to pay its Relicense and Application Fees and execute its standard form of License Agreement then offered to new licensees prior to approving the transfer. Transfers in violation of the License Agreement are void and cause the license to terminate without notice (or after such other procedure as may be prescribed by local law). The Company will provide no services to the transferred Premises until the transferee executes the documentation required by the Company. 3. The Company has also licensed Licensee to use certain computer software necessary to connect the Premises with the Company's central reservation system. Such software license may not be transferred, assigned, delegated, donated, hypothecated, pledged or conveyed without the Company's prior written consent. The software license terminates concurrently with the license granted under the License Agreement. 4. The Company loans certain manuals and confidential materials to Licensee for use at the Premises. The Company retains ownership of such manuals and confidential materials and may require the return of the same at any time. All software furnished under the software license, all 70046.15/ 19/99 1