10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 1-11903

MERISTAR HOSPITALITY CORPORATION

(Exact name of registrant as specified in its charter)

MARYLAND	75-2648842
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4501 NORTH FAIRFAX DRIVE ARLINGTON, VIRGINIA	22203
(Address of principal executive offices)	(Zip Code)

(703) 812-7200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  þ    No  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

The number of shares of the registrant’s common stock outstanding at November 1, 2005 was 87,493,210.

INDEX

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets – September 30, 2005 (Unaudited) and December 31, 2004	2
	Consolidated Statements of Operations – Three and nine months ended September 30, 2005 and 2004 (Unaudited)	3
	Consolidated Statements of Cash Flows – Nine months ended September 30, 2005 and 2004 (Unaudited)	4
	Notes to Consolidated Financial Statements (Unaudited)	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	44
ITEM 4.	CONTROLS AND PROCEDURES	45
PART II. OTHER INFORMATION
ITEM 6.	EXHIBITS	46
SIGNATURES		47

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MERISTAR HOSPITALITY CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars and shares in thousands, except per share amounts)

	September 30, 2005 (Unaudited)			December 31, 2004
ASSETS
Property and equipment	$	2,569,041		$	2,581,720
Accumulated depreciation		(513,559	)		(506,632	)
		2,055,482			2,075,088
Assets held for sale		23,058			—
Investments in and advances to unconsolidated affiliates		71,465			84,796
Prepaid expenses and other assets		35,969			34,533
Insurance claim receivable		37,070			76,056
Accounts receivable, net of allowance for doubtful accounts of $528 and $691		41,922			32,979
Restricted cash		18,839			58,413
Cash and cash equivalents		35,296			60,540
	$	2,319,101		$	2,422,405
LIABILITIES AND STOCKHOLDERS’ EQUITY
Debt	$	1,613,982		$	1,573,276
Accounts payable and accrued expenses		81,638			75,527
Accrued interest		29,733			41,165
Due to Interstate Hotels & Resorts		16,881			21,799
Other liabilities		7,618			11,553
Total liabilities		1,749,852			1,723,320
Minority interests		10,100			14,053
Stockholders’ equity:
Preferred stock, par value $0.01 per share
Authorized – 100,000 shares
Issued – none		—			—
Common stock, par value $0.01 per share
Authorized – 100,000 shares
Issued – 89,982 and 89,739 shares		900			897
Additional paid-in capital		1,468,504			1,465,658
Accumulated deficit		(866,274	)		(738,393	)
Common stock held in treasury – 2,491 and 2,372 shares		(43,981	)		(43,130	)
Total stockholders’ equity		559,149			685,032
	$	2,319,101		$	2,422,405

The accompanying notes are an integral part of these consolidated financial statements.

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MERISTAR HOSPITALITY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

(Dollars in thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Revenue:
Hotel operations:
Rooms	$	130,674		$	121,053		$	389,870		$	378,807
Food and beverage		48,035			44,483			158,322			147,936
Other hotel operations		12,036			12,518			34,787			43,100
Office rental, parking and other revenue		1,908			1,426			4,941			4,021
Total revenue		192,653			179,480			587,920			573,864
Hotel operating expenses:
Rooms		33,041			32,000			95,766			94,565
Food and beverage		36,323			34,762			112,613			109,284
Other hotel operating expenses		7,708			8,182			22,124			27,290
Office rental, parking and other expenses		945			682			2,381			1,938
Other operating expenses:
General and administrative, hotel		32,328			28,770			93,643			88,950
General and administrative, corporate		4,000			2,547			10,361			9,653
Property operating costs		30,947			28,292			89,622			85,796
Depreciation and amortization		25,728			24,599			73,021			73,058
Property taxes, insurance and other		11,092			12,567			33,439			43,337
Loss on asset impairments		40,343			—			40,343			—
Contract termination costs		1,081			—			1,081			—
Operating expenses		223,536			172,401			574,394			533,871
Equity in income/loss of and interest earned from unconsolidated affiliates		2,682			1,600			7,257			4,800
Hurricane business interruption insurance gain		—			—			4,290			—
Operating (loss) income		(28,201	)		8,679			25,073			44,793
Minority interest income		3,012			775			3,320			2,392
Interest expense, net		(30,152	)		(30,994	)		(91,563	)		(95,586	)
Loss on early extinguishments of debt		(54,165	)		—			(55,172	)		(7,903	)
Loss before income taxes and discontinued operations		(109,506	)		(21,540	)		(118,342	)		(56,304	)
Income tax (expense) benefit		(33	)		289			(867	)		796
Loss from continuing operations		(109,539	)		(21,251	)		(119,209	)		(55,508	)
Discontinued operations:
Loss from discontinued operations before income tax		(5,832	)		(5,557	)		(8,672	)		(23,223	)
Income tax benefit		—			36			—			159
Loss from discontinued operations		(5,832	)		(5,521	)		(8,672	)		(23,064	)
Net loss	$	(115,371	)	$	(26,772	)	$	(127,881	)	$	(78,572	)
Basic loss per share:
Loss from continuing operations	$	(1.25	)	$	(0.24	)	$	(1.36	)	$	(0.70	)
Loss from discontinued operations		(0.07	)		(0.07	)		(0.10	)		(0.29	)
Loss per basic share	$	(1.32	)	$	(0.31	)	$	(1.46	)	$	(0.99	)
Diluted loss per share:
Loss from continuing operations	$	(1.25	)	$	(0.25	)	$	(1.37	)	$	(0.71	)
Loss from discontinued operations		(0.07	)		(0.06	)		(0.09	)		(0.28	)
Loss per diluted share	$	(1.32	)	$	(0.31	)	$	(1.46	)	$	(0.99	)

The accompanying notes are an integral part of these consolidated financial statements.

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MERISTAR HOSPITALITY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

(Dollars in thousands)

	Nine Months Ended September 30,
	2005			2004
Operating activities:
Net loss	$	(127,881	)	$	(78,572	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		75,184			78,567
Loss on asset impairments		46,989			10,022
Loss on sale of assets, before tax effect		2,527			13,762
Loss on early extinguishments of debt		433			7,903
Minority interests		(3,320	)		(2,392	)
Equity in loss of unconsolidated affiliate		1,342			—
Amortization of unearned stock-based compensation		848			(3,845	)
Deferred income taxes		—			(1,233	)
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds		40,895			(3,071	)
Accounts receivable, net		(8,943	)		8,342
Prepaid expenses and other assets		2,568			8,985
Receivables from unconsolidated affiliates		12,128			(4,800	)
Due to Interstate Hotels & Resorts		(6,982	)		(9,058	)
Accounts payable, accrued expenses, accrued interest and other liabilities		(3,952	)		(18,767	)
Net cash provided by operating activities		31,836			5,843
Investing activities:
Acquisition of hotels, net of cash acquired of $4.1 million		—			(182,375	)
Capital expenditures for property and equipment		(171,771	)		(85,632	)
Deposit on investment in hotel		—			(7,500	)
Proceeds from sales of assets		45,825			119,323
Estimated insurance proceeds related to capital expenditures		7,700			—
Decrease (increase) in restricted cash		45,898			(17,187	)
Costs associated with disposition program and other, net		(2,192	)		(5,653	)
Net cash used in investing activities		(74,540	)		(179,024	)
Financing activities:
Prepayments on debt		(382,571	)		(105,049	)
Scheduled payments on debt		(16,061	)		(6,991	)
Proceeds from mortgage loans, net of financing costs		73,374			109,700
Proceeds from debt issuance, net of financing costs		320,704			—
Net borrowings under credit facility revolver, net of financing costs		22,519			—
Distributions to minority investors		—			(141	)
Proceeds from common stock issuance, net of issuance costs		346			72,261
Purchase of subsidiary partnership interests		—			(8,690	)
Repurchase of common stock under employee stock plans		(851	)		(160	)
Other		—			(207	)
Net cash provided by financing activities		17,460			60,723
Effect of exchange rate changes on cash and cash equivalents		—			(632	)
Net decrease in cash and cash equivalents		(25,244	)		(113,090	)
Cash and cash equivalents, beginning of period		60,540			230,884
Cash and cash equivalents, end of period	$	35,296		$	117,794
Supplemental Cash Flow Information
Cash paid for interest and income taxes:
Interest, net of capitalized interest	$	102,751		$	106,559
Income tax payments, net of (refunds)	$	751		$	(500	)
Non-cash investing and financing activities:
Property damage insurance claim receivable	$	9,609		$	60,000
Senior subordinated debt redeemed in exchange for common stock	$	—		$	49,213
Mortgage foreclosure	$	—		$	11,141
Change of fair value of interest rate swap	$	3,981		$	2,343
Issuance of stock bonus	$	1,022		$	—
Redemption of OP units	$	633		$	606

The accompanying notes are an integral part of these consolidated financial statements.

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MERISTAR HOSPITALITY CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

1. Organization

MeriStar Hospitality Corporation (the “Company”) is a real estate investment trust, or REIT. We own a portfolio of primarily upper upscale, full-service hotels and resorts in the United States. Our portfolio is diversified geographically as well as by franchise and brand affiliations. As of September 30, 2005, we owned 69 hotels with 19,376 rooms, all of which were leased by our taxable subsidiaries. Sixty-seven of these hotels were managed by Interstate Hotels & Resorts (“Interstate”), one hotel was managed by The Ritz-Carlton Hotel Company, LLC (“Ritz-Carlton”), a subsidiary of Marriott International, Inc., and one hotel was managed by another subsidiary (“Marriott”) of Marriott International, Inc. (collectively with Interstate and Ritz-Carlton, the “Managers”). During the third quarter of 2005, we entered into agreements to convert the management of one hotel from Interstate to Marriott management, effective during the fourth quarter of 2005.

The Managers operate the 69 hotels we owned as of September 30, 2005 pursuant to management agreements with our taxable subsidiaries. Under these management agreements, each taxable subsidiary pays a management fee for each property to the Manager of its hotels. The taxable subsidiaries in turn make rental payments to our subsidiary operating partnership under the participating leases.

Under the Interstate management agreements, the base management fee is 2.5% of total hotel revenue, plus incentive payments based on meeting performance thresholds that could total up to an additional 1.5% of total hotel revenue. The agreements have initial terms expiring on January 1, 2011 with three renewal periods of five years each at the option of Interstate, subject to some exceptions. Additionally, our franchise fees generally range from 1.5% to 7.5% of hotel room revenues.

Under the existing Ritz-Carlton and Marriott management agreements, the base management fee is 3.0% and 2.5% of total hotel revenue, respectively, through 2005 and 3.0% under both thereafter, plus incentive payments based on meeting performance thresholds that could total up to an additional 2.0% of total revenue and 20% of available cash flow (as defined in the relevant management agreement), respectively. The agreements have initial terms expiring in 2015 and 2024, respectively, with four and three renewal periods of 10 and five years each, respectively, at the option of Ritz-Carlton and Marriott. The Ritz-Carlton and Marriott management agreements include certain limited performance guarantees by the relevant manager which are designed primarily to provide downside performance protection and run through 2005 and up to 2008, respectively. Management, based upon budgets and operating trends, expects payments under these guarantees for 2005 and in the future to be minimal.

2. Summary of Significant Accounting Policies

Interim Financial Statements. We have prepared these unaudited interim financial statements according to the rules and regulations of the United States Securities and Exchange Commission. We have omitted certain information and footnote disclosures that are normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. These interim financial statements should be read in conjunction with the financial statements, accompanying notes and other information included in our Annual Report on Form 10-K for the year ended December 31, 2004.

In our opinion, the accompanying unaudited consolidated interim financial statements reflect all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the financial condition and results of operations and cash flows for the periods presented. The results of operations for the interim periods are not necessarily indicative of the results for the entire year.

Basis of Presentation and Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company, its subsidiaries and its controlled affiliates. We consolidate entities (in the

5

absence of other factors when determining control) when we own over 50% of the voting shares of another company or, in the case of partnership investments, when we own the general partnership interest. Additionally, if we determine that we are an owner in a variable interest entity within the meaning of the Financial Accounting Standards Board, or FASB, revision to Interpretation No. 46, “Consolidation of Variable Interest Entities” and that our variable interest will absorb a majority of the entity’s expected losses if they occur, receive a majority of the entity’s expected residual returns if they occur, or both, then we will consolidate the entity. All material intercompany transactions and balances have been eliminated in consolidation. One of our properties reports results over 13 four week periods each year. We include 12 weeks of results in each of quarters one through three and 16 weeks of results in quarter four.

Use of Estimates. Preparing financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from these estimates.

Property and Equipment. We record our property and equipment at cost, or at fair value at the time of contribution for contributed property. We use the straight-line method for depreciation. We depreciate the majority of our buildings and improvements over an estimated useful life of 20 to 40 years, or the remaining term of a ground lease (including consideration of renewal options), if shorter. We depreciate furniture, fixtures and equipment over lives ranging from five to seven years, and computers over three to five years. During the three months ended September 30, 2005 and 2004, we recognized depreciation expense of $22.1 million and $24.6 million, respectively. During the nine months ended September 30, 2005 and 2004, we recognized depreciation expense of $67.9 million and $72.6 million, respectively. For the three months ended September 30, 2005 and 2004, we capitalized interest of $3.3 million and $1.6 million, respectively. For the nine months ended September 30, 2005 and 2004, we capitalized interest of $9.1 million and $3.6 million, respectively.

Held for Sale Properties. Held-for-sale classification requires that the sale be probable and that the transfer of the asset is expected to be completed within one year, among other criteria. Assessing the probability of the sale requires significant judgment due to the uncertainty surrounding completing the transaction, and as a result, we have developed the following policy to aid in the assessment of probability. We classify the properties we are actively marketing as held for sale once all of the following conditions are met:

• Our board has approved the sale,

• We have a fully executed agreement with a qualified buyer which provides for no significant outstanding or continuing obligations with the property after sale, and

• We have a significant non-refundable deposit.

We carry properties held for sale at the lower of their carrying values or estimated fair values less costs to sell. We cease depreciation at the time the asset is classified as held for sale. If material to our total portfolio, we segregate the assets and liabilities relating to our held for sale properties on our Consolidated Balance Sheets.

Cash Equivalents and Restricted Cash. We classify investments with original maturities of three months or less as cash equivalents. Our cash equivalents include investments in debt securities, including commercial paper, overnight repurchase agreements and money market funds. Restricted cash represents amounts held in escrow in accordance with the requirements of certain of our credit facilities.

Impairment or Disposal of Long-Lived Assets. We record as discontinued operations the current and prior period operating results of any asset that has been classified as held for sale or has been disposed of and where we have no continuing involvement. Any gains or losses on final disposition are also included in discontinued operations.

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Whenever events or changes in circumstances indicate that the carrying value of a long-lived asset may be impaired, an analysis is performed to determine the recoverability of the asset’s carrying value. When we conclude that we are more likely than not to sell or otherwise dispose of an asset significantly before the end of its previously estimated useful life, we perform an impairment analysis on that asset (as is the case for assets we are considering for disposition). We make estimates of the undiscounted cash flows from the expected future operations or potential sale of the asset. If the analysis indicates that the carrying value is not recoverable from these estimates of cash flows, we write down the asset to estimated fair value and recognize an impairment loss. Any impairment losses we recognize on assets held for use are recorded as operating expenses. We record any impairment losses on assets held for sale as a component of discontinued operations.

Accounting for Costs Associated with Exit or Disposal Activities. We recognize a liability for a cost associated with an exit or disposal activity only when the liability is incurred, and measure that liability initially at fair value. Hotels of which we dispose may be managed under agreements that require payments as a result of termination. Any such liability will be recognized at the time the asset disposition is complete and a termination notice is provided. At that time, the recognition of the termination obligation will be included in the calculation of the final gain or loss on sale.

Stock-Based Compensation. We apply the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, for new stock based compensation awards issued under our compensation programs. As permitted by SFAS No. 148, we elected to apply the provisions prospectively, which includes recognizing compensation expense for only those stock options issued in 2003 and after. We grant options with an exercise price equal to the price of our common stock on grant date. Compensation costs related to stock options are included in general and administrative expenses on the accompanying Consolidated Statements of Operations. We apply the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” in accounting for our stock options issued under our compensation programs prior to January 1, 2003. As we granted these stock options at fair market value, no compensation cost has been recognized. For our other equity-based compensation plans, we recognize compensation expense over the vesting period based on the fair market value of the award at the date of grant for fixed plan awards, while variable plan awards are re-measured based upon the intrinsic value of the award at each balance sheet date.

Had compensation cost been determined based on fair value at the grant date for awards granted prior to our adoption of the fair value method, our net income (loss) and per share amounts would have been adjusted to the pro forma amounts indicated as follows (in thousands, except per share amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Net loss, as reported	$	(115,371	)	$	(26,772	)	$	(127,881	)	$	(78,572	)
Add: Stock-based employee compensation expense included in reported net loss, net of related tax effect		959			336			2,333			1,311
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effect		(967	)		(372	)		(2,354	)		(1,449	)
Net loss, pro forma	$	(115,379	)	$	(26,808	)	$	(127,902	)	$	(78,710	)
Loss per share, as reported:
Basic and diluted	$	(1.32	)	$	(0.31	)	$	(1.46	)	$	(0.99	)
Loss per share, pro forma:
Basic and diluted	$	(1.32	)	$	(0.31	)	$	(1.46	)	$	(0.99	)
Weighted average fair value of options granted	$	2.91		$	2.87		$	2.91		$	1.92

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These pro forma compensation costs may not be representative of the actual effects on reported net loss and loss per share in future years.

Derivative Instruments and Hedging Activities. Our interest rate risk management objective is to manage the effect of interest rate changes on earnings and cash flows. We look to manage interest rates through the use of a combination of fixed and variable rate debt. We only enter into derivative or interest rate transactions for hedging purposes. We recognize all derivatives as either assets or liabilities on the balance sheet and measure those instruments at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income based on the derivative’s effectiveness and whether the derivative has been designated as a cash flow or fair value hedge.

Acquisition of Hotels. Our hotel acquisitions consist almost exclusively of land, building, furniture, fixtures and equipment. We allocate the purchase price among these asset classes and any acquired intangible assets based upon their respective fair values as required by SFAS No. 141, “Business Combinations.”

Investments in Unconsolidated Affiliates. We have non-controlling interests in entities which we account for under the cost method or equity method of accounting. Our investment in MeriStar Investment Partners, L.P. (“MIP”) is a limited partner interest with no participation rights in the management, affairs or operations of the entity, and is accounted for using the cost method. We recognize our preferred return on this investment quarterly as it becomes due to us; this investment is reflected in the “investments in and advances to unconsolidated affiliates” line on our Consolidated Balance Sheets. Our investment in Radisson Lexington Avenue Hotel is accounted for using the equity method, since we are presumed to exert significant influence on this entity due to our ownership percentage of 49.99%. Accordingly, we recognize 49.99% of the profit and loss of the entity in which our investment was made. This investment is also reflected in the “investments in and advances to unconsolidated affiliates” line on our Consolidated Balance Sheets. Our investments in unconsolidated affiliates are periodically reviewed for other than temporary declines in market value. An impairment is recorded as a reduction to the carrying value of the investment for any declines which are determined to be other than temporary.

Accounting for the Impact of the Hurricane Damage to Properties. In August and September 2004, hurricanes Charley and Frances caused substantial damage to a number of our hotels located in Florida. The 2004 hurricane damage and local evacuation orders also caused significant business interruption at many of our Florida properties, including the complete closure of certain hotels. As a result, eight of our hotels were closed for an extended period of time, and four others were affected in varying degrees; all but three of these hotels are now open (on a partial or full basis).

In August 2005, Hurricane Katrina caused damage to three of our hotels located in New Orleans and Florida. While the hurricane damage and local evacuation orders caused property damage and business interruption, the operating results of these three properties are not material to our overall performance, and all three of the affected hotels are included in our current disposition program. The hotel located in Florida was only closed briefly.

We have comprehensive insurance coverage for both property damage and business interruption. Some properties, mainly those affected by the 2004 hurricanes, are requiring substantial repair and reconstruction and have remained closed while such repairs are completed. As of September 30, 2005, the net book value of the property damage is estimated to be at least $75.1 million; however, we are still assessing the impact of the hurricanes on our properties, and final net book value write-offs could vary from this estimate. Changes to this estimate will be recorded in the periods in which they are determined. We have recorded a corresponding insurance claim receivable for this $75.1 million net book value amount because we believe that it is probable that the insurance recovery, net of deductibles, will exceed the net book value of the damaged portion of these assets. The recovery is based on replacement cost, and we have submitted claims substantially in excess of $75.1 million.

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While we expect the insurance proceeds will be sufficient to cover most of the replacement cost of the restoration of these hotels, certain deductibles (primarily windstorm) and limitations will apply. Moreover, while we are receiving and expect to continue to receive interim insurance payments, no determination has been made as to the total amount or timing of those insurance payments, and those insurance payments may not be sufficient to cover the costs of all the restoration of the hotels. To the extent that insurance proceeds, which are calculated on a replacement cost basis, ultimately exceed the net book value of the damaged property, a gain will be recorded in the period when all contingencies related to the insurance claim have been resolved.

As of September 30, 2005 and November 1, 2005, three of the properties affected by the 2004 hurricanes and two of the properties affected by the 2005 hurricane remained substantially closed due to hurricane damage. Additionally, as of September 30, 2005, one property affected by a 2004 hurricane that suffered varying amounts of hurricane damage had certain guest rooms, its restaurants, lounge, registration area and conference facilities out of service; this property was open as of November 1, 2005. Where possible and in order to mitigate loss of revenues, some permanent repairs to damaged properties were deferred during the Florida “high season,” which generally lasts from late December through early April, in order to have facilities available to meet demand. These damaged facilities are being removed from service for permanent repairs based upon demand so as to minimize business disruptions. We have hired consultants to assess our business interruption claims and are currently negotiating with our insurance carriers regarding the amount of sustained income losses. To the extent that we are entitled to a recovery under the insurance policies, we will recognize a receivable when it can be demonstrated that it is probable that such insurance recovery will be realized. Any gain resulting from business interruption insurance for lost income will not be recognized until all contingencies related to the insurance recoveries are resolved and collection of the relevant payments is probable. These income recognition criteria will likely often result in business interruption insurance recoveries being recorded in a period subsequent to the period that we experience lost income from the affected properties, resulting in fluctuations in our net income that may reduce the comparability of reported quarterly results for some periods into the future.

Under these income recognition criteria, during the nine months ended September 30, 2005, we have recorded a business interruption recovery gain of $4.3 million due to receiving recognition of a minimal level of business interruption profit that the insurance companies are willing to recognize without any contingencies at this time for certain of our hurricane-affected properties. Our business interruption claims substantially exceed the amount of this minimal recognition to date. We ultimately expect to recognize additional business interruption insurance gains as we proceed further through the claims process.

Through September 30, 2005, we have incurred recoverable costs related to both property damage and business interruption recoveries totaling $75.2 million. In addition, we recorded a receivable of $75.1 million related to the write-off of the net book value of the damaged portion of our assets. We had collected $117.5 million in insurance proceeds through September 30, 2005. We have collected an additional $5.8 million in insurance proceeds from October 1 through November 1, 2005. The cost recoveries are recorded on the expense line item to which they relate; therefore there is no net impact to any line item or our results.

Of the total $123.3 million in insurance proceeds collected through November 1, 2005, $115.8 million represents reimbursements on claims related to Hurricane Charley, and $7.5 million represents reimbursements on claims related to Hurricane Frances. While we anticipate that we will ultimately be reimbursed for costs incurred as well as business interruption insurance gains, subject to any policy deductibles and limitations, we have incurred out-of-pocket costs while awaiting reimbursement; no determination has been made as to the total amount or timing of those insurance payments, which may not be sufficient to cover all of the costs incurred. The timing of when we will be fully reimbursed for costs incurred and able to recognize business interruption insurance gains is uncertain.

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The following is a summary of hurricane-related activity recorded (in millions):

Insurance claim receivables September 30, 2005
Fixed assets net book value write down	$	75.1
Recoverable costs incurred		75.2
Business interruption insurance gain		4.3
Payments received		(117.5	)
	$	37.1

New Accounting Pronouncements. In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” which requires companies to recognize compensation cost relating to share-based payment transactions, and measure that cost based on the fair value of the equity or liability instruments issued. We are required to comply with the provisions of this statement beginning with the first quarter of 2006. We do not expect the adoption of this revised standard to have a material effect on our accounting treatment for share-based payments, as we adopted the transition provisions of SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” on January 1, 2003 and elected to recognize compensation expense for options granted subsequent to December 31, 2002 under the fair-value-based method.

The FASB issued Statement No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions” in December 2004. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. We are required to comply with the provisions of this statement for the third quarter of 2005. We have not entered into or modified any transactions within the scope of this standard, nor do we have any existing transactions that fall within the scope of SFAS No. 153, therefore the adoption of this statement has not had a material effect on our results of operations.

In June 2005, the FASB issued Statement No. 154, “Accounting Changes and Error Corrections – a Replacement of APB Opinion No. 20 and FASB Statement No. 3”, which changes the requirements for the accounting for and reporting of a change in accounting principle, and applies to all voluntary changes in accounting principle. This Statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless the change is required by a new pronouncement and the pronouncement states specific transition provisions. This Statement carries forward without change the guidance contained in Opinion 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. We are required to adopt this Statement for accounting changes and corrections of errors made during and after the first quarter of 2006. We do not expect the adoption of this statement to have a material effect on our results of operations.

Emerging Issues Task Force (“EITF”) Issue 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” was ratified by the FASB in June 2005. At issue is what rights held by the limited partner(s) preclude consolidation in circumstances in which the sole general partner would consolidate the limited partnership. The assessment of limited partners’ rights and their impact on the presumption of control of the limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We are required to adopt the provisions of EITF Issue 04-5 for the first quarter of 2006, and for the third quarter of 2005 for new or modified arrangements. We have not entered into or modified any such arrangements, therefore, the adoption of this ETIF statement has not had, and we do not expect its adoption to have a material effect on our financial statements.

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Reclassifications. Certain prior period information has been reclassified to conform to the current period presentation. These reclassifications have no impact on consolidated net loss.

Loss on Early Extinguishments of Debt. Our $54.2 million and $55.2 million loss on early extinguishments of debt recognized during the three and nine months ended September 30, 2005, respectively, consists of $52.2 million in connection with the legal defeasance of our previous secured facility due 2009 and related interest rate swap termination, $1.8 million and $2.8 million, respectively, related to the repurchase of our senior unsecured notes, and $0.2 million related to the repurchase of our senior subordinated notes. Previously, we had reported a loss on early extinguishments of debt of $56.2 million and $57.2 million for the three and nine months ended September 30, 2005, respectively, as reported in our press release issued on November 1, 2005. Upon finalization of the calculations, we determined that the loss on early extinguishments of debt for the three and nine months ended September 30, 2005, was $54.2 million and $55.2 million, respectively; these amounts are reflected in our financial statements included in this Form 10-Q. (See Note 8.)

3. Comprehensive Loss

Comprehensive loss equaled net loss for the three and nine months ended September 30, 2005 and for the three months ended September 30, 2004, as we no longer have foreign operations. Comprehensive loss was $77.6 million for the nine months ended September 30, 2004, which consisted of net loss ($78.6 million) and foreign currency translation adjustments.

4. Acquisitions

On May 10, 2004 and June 25, 2004, we acquired the 366-room Ritz-Carlton, Pentagon City in Arlington, Virginia and the 485-room Marriott Irvine in Orange County, California, respectively, for a total purchase price of $185.5 million, plus net acquisition costs and adjustments of $0.9 million.

The acquisitions were accounted for under the purchase method of accounting, and the assets and liabilities and results of operations of the hotels have been consolidated in our financial statements since the date of purchase. On an unaudited pro forma basis, revenues, net income and basic and diluted loss per share for the three and nine months ended September 30, 2004 would have been reported as follows if the acquisitions had occurred at the beginning of each of the respective periods (in thousands, except per share amounts):

	Three Months Ended September 30, 2004			Nine Months Ended September 30, 2004
Total revenue	$	179,480		$	601,041
Net loss		(26,772	)		(76,407	)
Net loss per share:
Basic	$	(0.31	)	$	(0.96	)
Diluted		(0.31	)		(0.96	)

5. Property and Equipment

Property and equipment consisted of the following (in thousands):

	September 30, 2005		December 31, 2004
Land	$	231,876	$	244,088
Buildings and improvements		1,844,222		1,926,813
Furniture, fixtures and equipment		314,659		295,562
Construction-in-progress		178,284		115,257
	$	2,569,041	$	2,581,720

We incurred no impairment losses during the first quarter of 2005. During the second quarter of 2005, we recognized an impairment loss of $2.8 million which is recorded in discontinued operations. During the third quarter of 2005, we recognized an impairment loss of $44.1 million; $37.8 million of this loss is related to four assets that previously collateralized our secured facility due 2009 that was defeased during the third quarter of 2005 and are now able to be sold (see Note 8). Of the $44.1 million loss, $3.8 million is recorded in discontinued operations (see Note 13).

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During the first, second and third quarters of 2004, we recognized impairment losses of $5.0 million, $2.4 million, and $2.6 million, respectively, all of which are recorded in discontinued operations as of September 30, 2005 (see Note 13).

The impairment losses recorded during 2005 and 2004 were triggered by an expectation that a property would be sold significantly before the end of its estimated useful life. The impairment losses were based on our estimates of the fair value of the properties we were actively marketing based on available market data. These estimates required us to make assumptions about the sales prices that we expected to realize for each property as well as the timing of a potential sale. In making these estimates, we considered the operating results of the assets, the market for comparable properties, and quotes from brokers, among other information. In nearly all cases, our estimates reflected the results of an extensive marketing effort and negotiations with prospective buyers. Actual results could differ materially from these estimates.

6. Assets Held for Sale

At December 31, 2004, none of our properties met the criteria as prescribed by SFAS No. 144 to classify them as held for sale. At September 30, 2005, one of our properties met our criteria for classification as held for sale. We plan to sell this property in the fourth quarter of 2005. No other assets met the criteria as prescribed by SFAS No. 144 to classify them as held for sale.

Assets held for sale as of September 30, 2005 consisted of the following (in thousands):

	September 30, 2005
Land	$	2,380
Buildings and improvements		23,240
Furniture, fixtures and equipment		3,234
Construction-in-progress		133
		28,987
Accumulated depreciation		(5,929	)
	$	23,058

7. Investments in Unconsolidated Affiliates

Investment in Radisson Lexington Avenue Hotel. On October 1, 2004, we acquired a 49.99% interest in the 705-room Radisson Lexington Avenue Hotel in Midtown Manhattan. We made a total investment of $50 million, which includes a $40 million mezzanine loan that matures on October 1, 2014 and yields $5.8 million of cumulative annual interest, and a $10 million equity interest in the hotel. The mezzanine loan is secured by a pledge of the equity interests held by the borrower in an indirect parent of the owner of the hotel, and has a 10-year term. The loan is subordinate to $150 million in senior notes, but has priority over all equity interests.

Our equity investment is accounted for under the equity method of accounting, in accordance with our accounting policies as described in Note 2 to the consolidated financial statements. The interest income from the loan, as well as the income related to the 49.99% share in profits and losses, is recorded in a separate line “equity in income/loss of and interest earned from unconsolidated affiliates” within operating activities as the operations of this investment are integral to our operations. During the three and nine months ended September 30, 2005, we recognized interest income of $1.4 million and $4.3 million, respectively, on the mezzanine loan, which is recognized as earned. As of September 30, 2005 and December 31, 2004, the outstanding balance on the loan, including accrued interest receivable, was $40.7 million and $40.8 million, respectively, and our investment in partnership equity was $7.3 million and $9.5 million, respectively. During the three and nine months ended September 30, 2005, we recognized ($0.2) million and ($1.3) million, respectively, of equity in net losses on our equity investment.

Investment in MIP. In 1999, we, through MeriStar Hospitality Operating Partnership, L.P. (“MHOP”), our principal operating subsidiary, invested $40.0 million in MeriStar Investment Partners, L.P. (“MIP”), a joint

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venture established to acquire upscale, full-service hotels. Our cost-basis investment is in the form of a limited partnership interest, in which we earned (through December 9, 2004) a 16% cumulative preferred return with outstanding balances compounded quarterly. In accordance with MIP’s December 2004 amended and restated partnership agreement, the return on our investment and on our remaining unpaid accrued preferred return was reduced to a 12% annual cumulative return rate, and is subordinate only to the MIP debt; and $12.5 million of our $40.0 million investment was upgraded to receive preference in liquidation over all other investments.

During the fourth quarter of 2003, we recognized a $25.0 million impairment loss on this investment since, at that time, the decline in the underlying value of our investment was deemed other than temporary. There have been no changes in circumstances in 2004 and 2005 that would require an additional impairment. After recognition of this impairment loss, the book value of the original investment is $15.0 million.

In February 2005, MIP completed a $175 million commercial mortgage-backed securities financing, secured by its portfolio of eight hotels. Upon the completion of the financing in February 2005, we received a distribution of $15.5 million, which was applied to reduce our outstanding accrued preferred returns receivable to approximately $4 million at that time.

As of September 30, 2005, our total MIP carrying value was $23.5 million, consisting of the $15.0 million adjusted investment balance and $8.5 million of accrued preferred returns receivable.

We recognize our preferred return quarterly as it becomes due to us. The income, net of related expense, if any, is recorded in the “equity in income/loss of and interest earned from unconsolidated affiliates” line within operating activities as the operations of this investment are integral to our operations. For the three months ended September 30, 2005 and 2004, we recognized a preferred return of $1.4 million and $1.6 million, respectively, from this investment. For the nine months ended September 30, 2005 and 2004, we recognized a preferred return of $4.3 million and $4.8 million, respectively, from this investment. As of September 30, 2005 and December 31, 2004, cumulative preferred returns of $8.5 million and $19.7 million, respectively, were due from MIP. We expect that any cumulative unpaid preferred returns will be paid in the future from excess cash flow above our current return and from potential partnership hotel disposition proceeds in excess of debt allocated to individual assets. We evaluate the collectibility of our preferred return based on our preference to distributions and the underlying value of the hotel properties.

8. Debt

Debt consisted of the following (in thousands):

	September 30, 2005			December 31, 2004
Credit facility	$	25,000			—
Senior unsecured notes due 2011 – 9.125%		342,665		$	355,665
Senior unsecured notes due 2008 – 9.0%		251,558			270,500
Senior unsecured notes due 2009 – 10.5%		205,894			224,187
Secured facility, due 2007, with three one-year options to extend		304,210			—
Secured facility, due 2009		—			302,979
Secured facility, due 2013		98,109			99,293
Secured bridge loan, due 2006		15,000			—
Convertible subordinated notes, due 2010		170,000			170,000
Senior subordinated notes, due 2007		—			34,225
Mortgage and other debt, due various		204,482			125,051
Unamortized issue discount		(2,936	)		(3,950	)
	$	1,613,982		$	1,577,950
Fair value adjustment for interest rate swap		—			(4,674	)
	$	1,613,982		$	1,573,276

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Aggregate future maturities as of September 30, 2005 were as follows (in thousands):

2005 (three months)	$	27,235
2006		26,078
2007		11,807
2008		264,694
2009		220,155
Thereafter		1,064,013
	$	1,613,982

Credit facility. In August 2005, we completed a $100.0 million expansion of our $50.0 million credit facility to a total capacity of $150.0 million. The total $150.0 million facility carries an annual interest rate of the London Interbank Offered Rate, or LIBOR, plus 350 basis points, which is 100 basis points less than the original annual interest rate of LIBOR plus 450 basis points. The additional $100.0 million matures in August 2006 and consists of $25.0 million in additional revolver capacity and $75.0 million of term loan capacity. This credit facility is collateralized by 13 of our hotels. Asset disposition proceeds in excess of $30 million must be used to pay down any outstanding balance under the facility and permanently reduce the availability if repaying borrowings under the term loan. The original $50.0 million revolving facility matures in December 2006, as originally provided. As of September 30, 2005 and November 1, 2005, we had borrowings of $25.0 million outstanding against the revolver, and no borrowings outstanding against the term loan. Our available balance under the facility may be temporarily reduced from time to time if assets serving as collateral are sold or while certain brand-related issues on our franchise agreements are being resolved on the 13 hotels used as collateral. A total of $114.2 million was available as of September 30, 2005 and November 1, 2005. We incurred financing costs of $2.5 million related to the expansion of our credit facility.

The facility contains financial and other restrictive covenants. The ability to borrow under this facility is subject to compliance with financial covenants, including leverage, fixed charge coverage and interest coverage ratios and minimum net worth requirements. Compliance with these covenants in future periods will depend substantially upon the financial results of our hotels. The agreement governing the credit facility limits our ability to effect mergers, asset sales and change of control events and limits the payments of dividends other than those required for us to maintain our status as a REIT and our ability to incur additional secured and total indebtedness.

Senior unsecured notes. During the nine months ended September 30, 2005, we repurchased $50.2 million of our senior unsecured notes, consisting of $18.9 million of the 9.0% notes due 2008, $13.0 million of the 9.125% notes due 2011, and $18.3 million of the 10.5% notes due 2009. We recorded a loss on early extinguishment of debt of $2.8 million and wrote off deferred financing costs of $0.4 million related to these repurchases which is included in depreciation and amortization expense on the accompanying Consolidated Statements of Operations.

Secured facilities. In September 2005, we extinguished our secured facility loan that carried an existing balance of $298.1 million due 2009 (“Previous Loan”). We paid $343.6 million in connection with the legal defeasance of the Previous Loan, which had a carrying value of $289.4 million (consisting of $298.1 million in principal balance less $8.7 million fair value adjustment related to the interest rate swap), resulting in a loss on early extinguishment of debt of $54.2 million. Our loss on early extinguishment of debt was reduced to $52.2 million by the $2.0 million write-off of two treasury locks, which had been deferred and were being recognized as reductions to interest expense over the life of the Previous Loan. In addition, we wrote off deferred financing costs of $1.9 million related to this extinguishment which is included in depreciation and amortization expense on the accompanying Consolidated Statements of Operations.

The new secured facility loan (“New Loan”) provides for a $312.0 million loan at a rate of LIBOR plus 135 basis points, which has an initial maturity of October 9, 2007, with three one-year extensions at our option. The New Loan is secured by 17 of our properties. The New Loan, which is intended to be securitized, is non-recourse to us, except for certain customary carve-outs, which are guaranteed by MHOP. In September 2005, we sold one

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of the properties secured by the New Loan, and used the sale proceeds to repay $7.8 million of the outstanding balance. As of September 30, 2005, our New Loan had an outstanding balance of $304.2 million, and was secured by 16 properties. We incurred financing costs of $6.0 million related to obtaining this loan.

Secured bridge loan. In conjunction with the refinancing of the Previous Loan discussed above, we entered into a bridge loan, that provides for a $15.0 million term loan secured by one property with a borrowing rate of LIBOR plus 350 basis points, and has an initial maturity of April 9, 2006, with one six-month extension at our option. We incurred financing costs of $0.2 million related to obtaining this loan.

Senior subordinated notes. During the nine months ended September 30, 2005, we repurchased all $34.2 million of our outstanding 8.75% senior subordinated notes due 2007. We recorded a loss on early extinguishment of debt of $0.2 million and wrote off deferred financing costs of $0.2 million related to this activity. The write off of deferred financing costs is included in depreciation and amortization expense on the accompanying Consolidated Statements of Operations.

Mortgage and other debt. On January 26, 2005, we entered into a $37.7 million mortgage loan on our Hilton Crystal City hotel that bears interest at a fixed rate of 5.84%. The mortgage requires monthly payments of interest only for the first three years and then monthly payments of interest and principal over the remaining portion of the ten year term of the loan, with the majority of the principal balance due at the end of the ten year term. Our net proceeds of $34.7 million are net of a $3.0 million escrow reserve for future capital expenditures. We incurred financing costs of $0.8 million related to this mortgage.

On June 17, 2005, we entered into a $44.0 million mortgage loan on our Hilton Clearwater hotel that bears interest at a fixed rate of 5.68%. The mortgage requires monthly payments of interest only for the first three years and then monthly payments of interest and principal over the remaining portion of the ten year term of the loan, with the majority of the principal balance due at the end of the ten year term. Our net proceeds of $40.7 million are net of a $3.3 million escrow reserve for future capital expenditures. We incurred financing costs of $1.1 million related to this mortgage.

Derivatives. In April 2004, we entered into an interest rate swap on the Previous Loan to convert the interest rate from fixed to variable. The September 2005 defeasance of the Previous Loan eliminated the need for that interest rate swap. We paid $8.7 million to terminate the interest rate swap, which represented the fair value of the swap on the date of termination. Because we accounted for the interest rate swap as a fair value hedge of the debt which was extinguished, the $52.2 million loss on early extinguishment of the Previous Loan includes this $8.7 million fair value adjustment. Prior to the termination of the interest rate swap agreement, during the three and nine months ended September 30, 2005, we earned (paid) net cash payments of $(0.06) million and $1.2 million, respectively, under the swap, which were recorded as an (increase in) reduction of interest expense. During the three and nine months ended September 30, 2004, we earned net cash payments of $1.5 million and $3.2 million, respectively, under the swap, which also were recorded as reductions in interest expense. In conjunction with the interest rate swap, we were required to post collateral, which was $12.0 million as of December 31, 2004, and was recorded as restricted cash. Upon the termination of the interest rate swap agreement, our posted collateral balance of $14.4 million was released; we received $5.7 million, which was net of the $8.7 million termination payment.

In October 2005, we paid $0.3 million to enter into an interest rate cap agreement on our New Loan secured facility, effective October 10, 2005, with a term of 2 years. Under the interest rate cap agreement, the annual interest rate on the New Loan secured facility will not exceed 7.10%. The interest rate cap will be recorded at fair value, with changes in fair value recorded to interest expense in our Consolidated Statements of Operations.

9. Stockholders’ Equity and Minority Interests

Common Stock Transactions. During the nine months ended September 30, 2005, we awarded 133,937 shares of common stock to employees, with a value of $1.0 million, related to our annual incentive plan for 2004.

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Of these shares, 63,935 were repurchased as treasury stock to satisfy tax withholding requirements, and 70,002 shares were issued. During the nine months ended September 30, 2005, we issued 8,218 shares of common stock with a value of $0.06 million, related to shares issued under our employee stock purchase plan.

OP Units. Substantially all of our assets are held indirectly by and operated through MeriStar Hospitality Operating Partnership, L.P., our subsidiary operating partnership, (Commission file number 333-63768). Our operating partnership’s partnership agreement provides for five classes of partnership interests: Common OP Units, Class B OP Units, Class C OP Units, Class D OP Units and Profits-Only OP Units (POPs).

Common OP Unit holders converted 39,385 and 133,000 of their OP Units, with a value of $0.6 million and $0.6 million, respectively, into common stock during the nine months ended September 30, 2005 and 2004, respectively. A POPs unit holder converted 31,250 POPs for cash during the nine months ended September 30, 2004.

During July 2004, our Board of Directors authorized the elimination of the plan pursuant to which POPs are issued. On December 2, 2004, we completed the redemption of all outstanding POPs. The POPs plan had been accounted for under APB 25, “Accounting for Stock Issued to Employees” as a fixed plan since December 11, 2001. Under fixed plan accounting, compensation expense is measured on the intrinsic value of the award on the grant date and amortized on a straight line basis over the vesting period. As a result of an accounting analysis performed in conjunction with the elimination of the POPs plan, we have determined that these awards should have been accounted for using variable plan accounting instead of fixed plan accounting. Under variable plan accounting, compensation expense is re-measured based upon the intrinsic value of the award at each balance sheet date and amortized to expense using a ratable vesting formula. Had variable plan accounting been applied from December 11, 2001, compensation expense for each of the years ended December 31, 2001, 2002 and 2003 would have been increased (reduced) by $0.5 million, $(3.7) million, and $(2.7) million, respectively. In order to correct this error, an adjustment of $4.5 million, net of forfeitures, was recorded during the third quarter of 2004 to reduce compensation expense; $4.0 million of this amount relates to 2003 and prior periods while $0.2 million and $0.3 million relate to the first and second quarters of 2004, respectively. This adjustment is included in the “General and administrative, corporate” line in our Consolidated Statements of Operations. We have determined that the adjustments related to correction of this error were immaterial on both a quantitative and qualitative basis to the financial statements for all periods affected. Accordingly, the correction has been made in the 2004 financial statements.

Treasury Stock. As of September 30, 2005 and December 31, 2004, we carried 2.5 million shares and 2.4 million shares, respectively, in treasury stock. We record and carry treasury stock at cost, and generally acquire treasury stock to cover the Company’s minimum tax withholdings related to stock issued for compensation.

Dividends. We did not declare or pay any dividends in 2005 or 2004.

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10. Loss Per Share

The following table presents the computation of basic and diluted earnings (loss) per share (in thousands, except per share amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Basic Loss Per Share:
Loss available to common stockholders from continuing operations	$	(109,539	)	$	(21,251	)	$	(119,209	)	$	(55,508	)
Weighted average number of basic shares of common stock outstanding		87,492			87,300			87,452			79,599
Basic loss per share from continuing operations	$	(1.25	)	$	(0.24	)	$	(1.36	)	$	(0.70	)
Diluted Loss Per Share:
Loss available to common stockholders from continuing operations	$	(109,539	)	$	(21,251	)	$	(119,209	)	$	(55,508	)
Minority interest income		(2,978	)		(735	)		(3,157	)		(2,468	)
Adjusted net loss	$	(112,517	)	$	(21,986	)	$	(122,366	)	$	(57,976	)
Weighted average number of basic shares of common stock outstanding		87,492			87,300			87,452			79,599
Common stock equivalents:
Operating partnership units		2,258			2,362			2,175			2,401
Stock options		—			—			—			—
Total weighted average number of diluted shares of common stock outstanding		89,750			89,662			89,627			82,000
Diluted loss per share from continuing operations	$	(1.25	)	$	(0.25	)	$	(1.37	)	$	(0.71	)

For the three months ended September 30, 2005 and 2004, 16,875,944 shares and 16,859,005 shares, respectively, consisting of shares issuable upon conversion, exchange or exercise of stock options and our outstanding convertible notes, were excluded from the calculation of diluted loss per share as their inclusion would be anti-dilutive.

For the nine months ended September 30, 2005 and 2004, 16,930,904 shares and 16,868,465 shares, respectively, consisting of shares issuable upon conversion, exchange or exercise of stock options, operating partnership units and our outstanding convertible notes, were excluded from the calculation of diluted loss per share as their inclusion would be anti-dilutive.

11. Related-Party Transactions

Subsequent Sale of Hotel to Interstate Hotels & Resorts

On October 31, 2005, we entered into a purchase and sale agreement to sell one of our hotels to Interstate, and Interstate paid a $500,000 deposit towards the transaction. The sale is expected to close during the fourth quarter of 2005, at a price equal to the fair market value of $14.1 million, consisting of $13.2 million in cash proceeds and $0.9 million in management contract termination fee credits.

Sublease of Office Space to Interstate Hotels & Resorts

On August 31, 2005, we entered into an agreement to sublease 16,200 square feet of office space to Interstate. The term of the sublease is from December 2005 through August 2013, unless otherwise sooner

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terminated pursuant to the terms of the sublease agreement. The annual rent will be $486,000 payable in equal monthly installments, and shall increase by 4% per annum. Interstate shall also receive an abatement of the first nine monthly installments of rent due under the sublease agreement.

12. Commitments and Contingencies

In the course of document review with respect to the MIP restructuring, we discovered a potential technical REIT qualification issue relating to a wholly-owned subsidiary of MIP, of which we could be deemed to own a de minimis proportionate share. In order to eliminate any uncertainty regarding this issue, we have executed a closing agreement with the Internal Revenue Service that resolves all REIT qualification matters with respect to this potential issue. As a result of our negotiations with the Internal Revenue Service we remain qualified as a REIT for all prior years and continue to operate as a REIT for calendar year 2005.

As part of our asset renovation program, as of September 30, 2005, we have entered into contractual obligations with vendors to acquire capital assets and perform renovations totaling approximately $23 million to be expended over the next 12 months. Additionally, as of September 30, 2005, we have entered into contractual obligations related to capital expenditures as a result of hurricanes in the amount of $32 million to be expended over the next 12 months, most of which we expect to be reimbursed by our insurance carriers.

13. Dispositions

We disposed of four hotels during the nine months ended September 30, 2005. We disposed of 18 hotels in the nine months ended September 30, 2004. As of September 30, 2005, one of our hotels met our criteria for held-for-sale classification (see Note 6). None of our hotels met our criteria for held-for-sale classification as of December 31, 2004. Operating results for the hotels which either have been sold or are classified as held-for-sale, and where applicable, the gain or loss on final disposition, are included in discontinued operations.

Summary financial information for hotels included in discontinued operations is as follows (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Revenue	$	3,551		$	14,462		$	19,529		$	66,842
Loss on asset impairments	$	(3,810	)	$	(2,581	)	$	(6,646	)	$	(10,022	)
Pretax (loss) gain from operations		(532	)		(744	)		501			561
Loss on disposal		(1,490	)		(2,232	)		(2,527	)		(13,762	)
	$	(5,832	)	$	(5,557	)	$	(8,672	)	$	(23,223	)

Loss on disposal resulted primarily from the recognition of termination fees payable to Interstate with respect to these hotels’ management contracts.

14. Consolidating Financial Statements

We and certain subsidiaries of MHOP, our subsidiary operating partnership, are guarantors of senior unsecured notes issued by MHOP. We own a one percent general partner interest in MHOP, and MeriStar LP, Inc., our wholly-owned subsidiary, owns approximately a 96 percent limited partner interest in MHOP. All guarantees are full and unconditional, and joint and several. Exhibit 99.1 to this Quarterly Report on Form 10-Q presents supplementary consolidating financial statements for MHOP, including each of the guarantor subsidiaries. This exhibit presents MHOP’s consolidating balance sheets as of September 30, 2005 and December 31, 2004, consolidating statements of operations for the three and nine months ended September 30, 2005 and 2004, and consolidating statements of cash flows for the nine months ended September 30, 2005 and 2004.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

                RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on various assumptions and describe our future plans, strategies and expectations, are generally identified by our use of words such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” and similar expressions, whether in the negative or affirmative. We cannot guarantee that we actually will achieve these plans, intentions or expectations. All statements regarding our expected financial position, business and financing plans are forward-looking statements.

Except for historical information, matters discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are subject to known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:

• economic conditions generally and the real estate market specifically;

• supply and demand for hotel rooms in our current and proposed market areas;

• other factors that may influence the travel industry, including health, safety and economic factors;

• competition;

• the level of proceeds from asset sales;

• cash flow generally, including the availability of capital generally, cash available for capital expenditures, and our ability to refinance debt;

• the effects of threats of terrorism and increased security precautions on travel patterns and demand for hotels;

• the threatened or actual outbreak of hostilities and international political instability;

• governmental actions, including new laws and regulations and particularly changes to laws governing the taxation of real estate investment trusts;

• weather conditions generally and natural disasters;

• rising interest rates; and

• changes in U.S. generally accepted accounting principles, policies and guidelines applicable to real estate investment trusts.

These risks and uncertainties should be considered in evaluating any forward-looking statements contained in this report or incorporated by reference herein. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this report.

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Business Summary

We are a real estate investment trust, or REIT, and own a portfolio of primarily upper upscale, full-service hotels and resorts in the United States. Our portfolio is diversified geographically as well as by franchise and brand affiliations. As of September 30, 2005, we owned 69 hotels with 19,376 rooms. Our hotels are located in major metropolitan areas, select secondary markets or resort locations in the United States. All of our hotels are leased by our taxable subsidiaries. Sixty-seven of these hotels were managed by Interstate Hotels & Resorts (“Interstate”), one hotel was managed by The Ritz-Carlton Hotel Company, LLC (“Ritz-Carlton”), a subsidiary of Marriott International, Inc., and one hotel was managed by another subsidiary (“Marriott”) of Marriott International, Inc. (collectively with Interstate and Ritz-Carlton, the “Managers”). During the third quarter of 2005, we entered into an agreement to convert the management contract on one hotel from Interstate to Marriott, effective during the fourth quarter of 2005.

The Managers operate the 69 hotels we owned as of September 30, 2005 pursuant to management agreements with our taxable subsidiaries. Under these management agreements, each taxable subsidiary pays a management fee for each property to the Manager of its hotels. The taxable subsidiaries in turn make rental payments to our subsidiary operating partnership under the participating leases.

Under the Interstate management agreements, the base management fee is 2.5% of total hotel revenue, plus incentive payments based on meeting performance thresholds that could total up to an additional 1.5% of total hotel revenue. The agreements have initial terms expiring on January 1, 2011 with three renewal periods of five years each at the option of Interstate, subject to some exceptions. Additionally, our franchise fees generally range from 1.5 % to 7.5 % of hotel room revenues.

Under the existing Ritz-Carlton and Marriott management agreements, the base management fee is 3.0% and 2.5% of total hotel revenue, respectively, through 2005 and 3.0% under both thereafter, plus incentive payments based on meeting performance thresholds that could total up to an additional 2.0% of total revenue and 20% of available cash flow (as defined in the relevant management agreement), respectively. The agreements have initial terms expiring in 2015 and 2024, respectively, with four and three renewal periods of 10 and five years each, respectively, at the option of Ritz-Carlton and Marriott. The Ritz-Carlton and Marriott management agreements include certain limited performance guarantees by the relevant manager which are designed primarily to provide downside performance protection and run through 2005 and up to 2008, respectively. Management, based upon budgets and operating trends, expects payments under these guarantees in the future to be minimal.

Subsequent to the July 2002 merger that formed Interstate, we and Interstate separated the senior management teams of the two companies in order to allow each senior management team to devote more attention to its respective company’s matters. During July 2004, we also concluded negotiations with Interstate to terminate the intercompany agreement that governed a number of aspects of our relationship. In exchange for terminating the intercompany agreement, we received, among other things:

• the right to terminate up to 600 rooms per year upon the payment of a termination fee equal to 1.5 times the fees earned during the preceding 12 months, with the ability to carry over up to 600 rooms for termination in the succeeding year;

• the right to terminate the management contract of a hotel, where Interstate invests in a competing hotel, with no termination fee; and

• an extension of the termination fee payment period for terminations related to hotel sales, from 30 months to 48 months.

The termination of the intercompany agreement eliminated the last element of our original “paper clip” relationship with Interstate.

Separately, we reached an agreement with Interstate regarding the calculation of termination fees payable upon a sale. We received a $2.5 million credit, which was applicable to fees payable with respect to future dispositions; we have applied the entire $2.5 million credit to terminations that occurred during 2004 and 2005.

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In January 2005, we notified Interstate that 11 hotels with 3,655 rooms had apparently failed to meet the performance test involving two year operating results versus budgets for those years. We and Interstate are currently in discussions relating to the apparent shortfall, the reasons for such shortfall, and any remedies that are available to us. Until a resolution is reached, Interstate will continue to manage these hotels.

Results Overview

General

We are seeing a continued economic recovery at a more moderate pace, and a related recovery of business. We are experiencing robust revenue growth primarily driven by an increase in room rates, which have improved margins and profitability, in part due to the impact of our renovation program on improving our product. Our strategy currently includes the following key initiatives to increase shareholder value: focus on growth of earnings and cash flow from our existing portfolio using an aggressive asset management program; upgrade our portfolio through extensive renovations; recycle capital into higher yielding hotel investments; improve our capital structure to support internal growth, position the Company for external investment opportunities and increase our fixed charges coverage; and maintain liquidity.

We recently expanded our asset disposition program to take advantage of the strong market that exists for asset sales, particularly for assets with residential development potential. We have selected assets to market for sale where we believe we can reinvest the proceeds from their sale and obtain a higher return on our investment. We expect to strengthen our balance sheet through the reduction of debt levels, although, if pricing for certain assets does not develop the way we expect or debt is not available to be repurchased at reasonable prices, we may elect not to sell certain assets or reinvest the proceeds into our existing core hotels through renovation and upgrade activities or by investing in new hotels, improving the growth potential of our portfolio and increasing our return on investment. In a limited number of circumstances, we may also substitute certain properties if opportunities arise that meet our price objective on certain hotels not currently identified in the disposition program. We will continually evaluate the probability that certain assets will be disposed and the timing thereof.

We sold three hotels during the third quarter of 2005, generating proceeds of $25.3 million. In addition, four of the assets identified for disposition in our expanded program were secured under our previous secured facility and not available for disposition; this facility was defeased in the third quarter 2005, allowing us flexibility to sell these four assets. We recognized a $44.1 million impairment charge during the third quarter of 2005, of which $37.8 million was related to these four assets. With respect to the nature of dispositions, we may incur impairment charges in the future related to certain assets to be disposed of, if the fair value is less than the carrying value.

We have developed a targeted renovation program that is designed to reduce the time and cost required to renovate hotels, allowing us to improve the quality of our hotels faster to take advantage of the rebound in the economy and better manage the disruptions associated with renovations. We accelerated our renovation program for certain key assets, which created some short-term disruption but also positioned these properties to participate more quickly in the lodging industry recovery. We invested approximately $134 million in capital expenditures during 2004. During the nine months ended September 30, 2005, we invested approximately $86 million in non hurricane-related capital expenditures and expect to invest an additional $41 million (including $12 million of advance payments for 2006 projects) in non hurricane-related capital expenditures during the remainder of 2005 to enhance the quality of our portfolio to meet or exceed the standards of our primary brands – Hilton, Marriott, and Starwood – as well as to improve the competitiveness of these assets in their markets and enable them to more fully participate in the economic recovery. While hotel results are negatively impacted during renovations due to out of service rooms and limitations on the ability to sell other hotel services, we expect to have positioned these renovated properties well to be able to benefit from the economic recovery. During the nine months ended September 30, 2005, we invested approximately $86 million in hurricane-related capital expenditures. The total expected amount of hurricane-related capital expenditures has not yet been fully determined, however we anticipate it to be well in excess of $150 million, most of which we expect to be reimbursed by our insurance carriers.

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Accounting for the Impact of the Hurricane Damage to Properties

In August and September 2004, hurricanes Charley and Frances caused substantial damage to a number of our hotels located in Florida. The 2004 hurricane damage and local evacuation orders also caused significant business interruption at many of our Florida properties, including the complete closure of certain hotels. As a result, eight of our hotels were closed for an extended period of time, and four others were affected in varying degrees; all but three of these hotels are now open (on a full or partial basis).

In August 2005, Hurricane Katrina caused damage to three of our hotels located in New Orleans and Florida. While the hurricane damage and local evacuation orders caused property damage and business interruption, the operating results of these three properties are not material to our overall performance, and all three of the affected hotels are included in our current disposition program. The hotel located in Florida was only closed briefly.

We have comprehensive insurance coverage for both property damage and business interruption. Some properties, mainly those affected by the 2004 hurricanes, are requiring substantial repair and reconstruction and have remained closed while such repairs are completed. As of September 30, 2005, the net book value of the property damage is estimated to be at least $75.1 million; however, we are still assessing the impact of the hurricanes on our properties, and final net book value write-offs could vary from this estimate. Changes to this estimate will be recorded in the periods in which they are determined. We have recorded a corresponding insurance claim receivable for this $75.1 million net book value amount because we believe that it is probable that the insurance recovery, net of deductibles, will exceed the net book value of the damaged portion of these assets. The recovery is based on replacement cost, and we have submitted claims substantially in excess of $75.1 million.

While we expect the insurance proceeds will be sufficient to cover most of the replacement cost of the restoration of these hotels, certain deductibles (primarily windstorm) and limitations will apply. Moreover, while we are receiving and expect to continue to receive interim insurance payments, no determination has been made as to the total amount or timing of those insurance payments, and those insurance payments may not be sufficient to cover the costs of all the restoration of the hotels. To the extent that insurance proceeds, which are calculated on a replacement cost basis, ultimately exceed the net book value of the damaged property, a gain will be recorded in the period when all contingencies related to the insurance claim have been resolved.

As of September 30, 2005 and November 1, 2005, three of the properties affected by the 2004 hurricanes and two of the properties affected by the 2005 hurricane remained substantially closed due to hurricane damage. Additionally, as of September 30, 2005, one property affected by a 2004 hurricane that suffered varying amounts of hurricane damage had certain guest rooms, its restaurants, lounge, registration area and conference facilities out of service; this property was open as of November 1, 2005. Where possible and in order to mitigate loss of revenues, some permanent repairs to damaged properties were deferred during the Florida “high season,” which generally lasts from late December through early April, in order to have facilities available to meet demand. These damaged facilities are being removed from service for permanent repairs based upon demand so as to minimize business disruptions. We have hired consultants to assess our business interruption claims and are currently negotiating with our insurance carriers regarding the amount of sustained income losses. To the extent that we are entitled to a recovery under the insurance policies, we will recognize a receivable when it can be demonstrated that it is probable that such insurance recovery will be realized. Any gain resulting from business interruption insurance for lost income will not be recognized until all contingencies related to the insurance recoveries are resolved and collection of the relevant payments is probable. These income recognition criteria will likely often result in business interruption insurance recoveries being recorded in a period subsequent to the period that we experience lost income from the affected properties, resulting in fluctuations in our net income that may reduce the comparability of reported quarterly results for some periods into the future.

Under these income recognition criteria, during the nine months ended September 30, 2005, we have recorded a business interruption recovery gain of $4.3 million due to receiving recognition of a minimal level of

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business interruption profit that the insurance companies are willing to recognize without any contingencies at this time for certain of our hurricane-affected properties. Our business interruption claims substantially exceed the amount of this minimal recognition to date. We ultimately expect to recognize additional business interruption insurance gains as we proceed further through the claims process.

Through September 30, 2005, we have incurred recoverable costs related to both property damage and business interruption recoveries totaling $75.2 million. In addition, we recorded a receivable of $75.1 million related to the write-off of the net book value of the damaged portion of our assets. We had collected $117.5 million in insurance proceeds through September 30, 2005. We have collected an additional $5.8 million in insurance proceeds from October 1 through November 1, 2005. The cost recoveries are recorded on the expense line item to which they relate; therefore there is no net impact to any line item or our results.

Of the total $123.3 million in insurance proceeds collected through November 1, 2005, $115.8 million represents reimbursements on claims related to Hurricane Charley, and $7.5 million represents reimbursements on claims related to Hurricane Frances. While we anticipate that we will ultimately be reimbursed for costs incurred as well as business interruption insurance gains, subject to any policy deductibles and limitations, we have incurred out-of-pocket costs while awaiting reimbursement; no determination has been made as to the total amount or timing of those insurance payments, which may not be sufficient to cover all of the costs incurred. The timing of when we will be fully reimbursed for costs incurred and able to recognize business interruption insurance gains is uncertain.

The following is a summary of hurricane-related activity recorded (in millions):

Insurance claim receivables September 30, 2005
Fixed assets net book value write down	$	75.1
Recoverable costs incurred		75.2
Business interruption insurance gain		4.3
Payments received		(117.5	)
	$	37.1

During the three and nine months ended September 30, 2004, the nine hotels that were substantially affected in 2005 (four of which have been reopened as of September 30, 2005) realized revenues of $13.4 million and $73.8 million, respectively. These hotels recognized revenues of $5.3 million and $18.6 million, respectively, during the three and nine months ended September 30, 2005.

Overall Results

Revenues from continuing operations were $587.9 million for the nine months ended September 30, 2005, compared to $573.9 million for the nine months ended September 30, 2004. This revenue increase is primarily due to improved RevPAR at our comparable hotels (see “Results of Operations” for a definition of comparable hotels), higher food and beverage revenues attributable to increased menu pricing in 2005 and revenues from our two hotels acquired in May and June of 2004, partially offset by a disruption of revenues at properties impacted by hurricanes in 2004 and 2005. While revenues increased, hotel and other operating expenses were relatively flat compared to the same periods in 2004, mainly due to the limited operations of certain hurricane-impacted properties. Property taxes, insurance and other expense reflects a reduction in rental payments under the best efforts rental programs at two properties in the first nine months of 2005 due to the closure of hurricane-impacted properties. We incurred a $55.2 million loss on extinguishment of debt for the nine months ended September 30, 2005, mainly related to a $52.2 million loss on the defeasance of our previous secured facility (including $8.7 million related to the interest rate swap termination), compared to a $7.9 million loss for the nine months ended September 30, 2004. Our 2005 continuing operations impairment loss includes $34.2 million related to three

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assets that previously collateralized our secured facility due 2009 that was defeased during the third quarter of 2005 and are now able to be sold. Additionally, our 2005 and 2004 results include losses of $8.7 million and $23.1 million, respectively, realized at properties in discontinued operations.

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2004 as filed with the Securities and Exchange Commission, and with the unaudited consolidated financial statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q.

Results of Operations

Our revenues are derived from the operations of our hospitality properties, including room, food and beverage revenues, as well as from our leases of office, retail and parking rentals. Included in our operating income (but not in revenues) is our cumulative preferred return on our partnership interest in MIP, the interest income on our mezzanine loan to the Radisson Lexington Avenue Hotel and our equity in the income/loss on our Radisson Lexington Avenue Hotel investment. Operating costs include direct costs to run our hotels, management fees to Interstate and others for the management of our properties, depreciation of our properties, impairment charges, property tax and insurance, as well as sales, marketing and general and administrative costs. Our expenses also include interest on our debt, amortization of related debt-issuance costs and minority interest allocations, which represent the allocation of income and losses to outside investors for properties that are not wholly owned.

The provisions of Statement of Financial Accounting Standards (SFAS) No. 144 require that current and prior period operating results of any asset that has been classified as held for sale or has been disposed of on or after January 1, 2002, including any gain or loss recognized on the sale, be recorded as discontinued operations. Accordingly, we have reclassified all prior periods presented to comply with this requirement. See Footnote 13, “Dispositions,” included in Item 1 of this Quarterly Report on Form 10-Q for further information regarding the amounts reclassified.

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Summary data for the three and nine months ended September 30 were as follows (dollars in thousands, except operating data statistics):

	Three Months Ended September 30,								Nine Months Ended September 30,
	2005			2004			Percent Change		2005			2004			Percent Change
Summary of Operations:
Total revenue from continuing operations	$	192,653		$	179,480		7.3	%	$	587,920		$	573,864		2.4	%
Hotel operating expenses		78,017			75,626		3.2			232,884			233,077		(0.1	)
Other operating expenses		104,095			96,775		7.6			300,086			300,794		(0.2	)
Loss on asset impairments		40,343			—		>100.0			40,343			—		>100.0
Contract termination costs		1,081			—		>100.0			1,081			—		>100.0
Total operating expenses		223,536			172,401		29.7			574,394			533,871		7.6
Equity in income/loss of and interest earned from unconsolidated affiliates		2,682			1,600		67.6			7,257			4,800		51.2
Hurricane business interruption insurance gain		—			—		—			4,290			—		>100.0
Operating (loss) income		(28,201	)		8,679		>(100.0	)		25,073			44,793		(44.0	)
Minority interest		3,012			775		>100.0			3,320			2,392		38.8
Interest expense, net		(30,152	)		(30,994	)	(2.7	)		(91,563	)		(95,586	)	(4.2	)
Loss on early extinguishments of debt		(54,165	)		—		>(100.0	)		(55,172	)		(7,903	)	>100.0
Income tax (expense) benefit		(33	)		289		>(100.0	)		(867	)		796		>(100.0	)
Loss from continuing operations		(109,539	)		(21,251	)	>100.0			(119,209	)		(55,508	)	>100.0
Loss from discontinued operations, net of tax		(5,832	)(A)		(5,521	)(A)	5.6			(8,672	)(B)		(23,064	)(B)	(62.4	)
Net loss	$	(115,371	)	$	(26,772	)	>100.0	%	$	(127,881	)	$	(78,572	)	62.8	%

^(A) Includes loss on asset impairments of $3.8 million and $2.6 million for the three months ended September 30, 2005 and 2004, respectively. Also includes loss on disposal of $1.5 million and $2.2 million for the three months ended September 30, 2005 and 2004, respectively. Income tax benefit was $.04 million for the three months ended September 30, 2004.

^(B) Includes loss on asset impairments of $6.6 million and $10.0 million for the nine months ended September 30, 2005 and 2004, respectively. Also includes loss on disposal of $2.5 million and $13.8 million for the nine months ended September 30, 2005 and 2004, respectively. Income tax benefit was $0.2 million for the nine months ended September 30, 2004.

Operating Data for our 68 hotels included in continuing operations (19,136 rooms):

	Three Months Ended September 30,								Nine Months Ended September 30,
	2005			2004			Percent Change		2005			2004			Percent Change
Average Daily Rate (ADR)	$	113.73		$	103.11		10.3	%	$	115.19		$	108.31		6.4	%
Occupancy		65.8	%		67.0	%	(1.8	)%		65.0	%		69.0	%	(5.8	)%
Revenue Per Available Room (RevPAR)	$	74.80		$	69.09		8.3	%	$	74.91		$	74.71		0.3	%

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Three months ended September 30, 2005 compared with the three months ended September 30, 2004

Continuing Operations Results

Our 68 properties included in continuing operations include two properties acquired in 2004, seven properties in Florida that were significantly impacted by hurricanes that occurred in August and September 2004, and two properties in New Orleans that were significantly impacted by Hurricane Katrina in August 2005. For more information regarding the impact of these hurricanes, see “– Results Overview”. Because of these events, our total results are not comparable between years. In order to provide a useful comparison, where appropriate, this section includes discussion and analysis of our results as a whole and discussion and analysis of results of the 57 comparable hotels that were in normal operations for the current period and the prior year period. The seven hotels that were substantially affected by the 2004 hurricanes (four of which were reopened as of September 30, 2005), the two hotels that were substantially affected by the 2005 hurricanes, and the two hotels acquired in 2004, are excluded from the comparable hotels.

Total revenue. Because of the events and changes to our portfolio noted above, our total revenue for the entire portfolio of our 68 hotels in continuing operations is not comparable between years. Total revenue increased by $13.2 million or 7.3% in 2005 compared to the third quarter of 2004. This increase in revenue is primarily due to an increase in ADR attributable to a strategy of increasing room rates and reducing our exposure to lower rated contract business and higher food and beverage revenues attributable to increased menu pricing in 2005, partially offset by the lost revenue at our hurricane affected properties. Overall ADR increased 10.3% for the quarter ended September 30, 2005 when compared with the same period in 2004, primarily due to a focus on increasing business related to higher rated transient and corporate business, reducing trade with lower rated groups, overall increases in our daily rates in general, and an increase in travel due to a general strengthening of the economy. This favorable impact on rooms revenue was partially offset by revenue losses from our hurricane-impacted hotels ($8.1 million). The decrease in occupancy of 1.8% over the same period for the entire portfolio of our 68 hotels in continuing operations was mainly due to rooms out of service as a result of the Florida hurricanes.

The following table presents operating data for our 57 comparable hotels:

Operating Data for our 57 comparable hotels (16,619 rooms):

	Three Months Ended September 30,
	2005			2004			Percent Change
ADR	$	109.78		$	98.79		11.1	%
Occupancy %		69.6	%		69.4	%	0.3
RevPAR	$	76.44		$	68.57		11.5

For the 57 comparable hotels, total revenue increased by $17.5 million or 11.6% from $150.6 million in the third quarter of 2004 to $168.1 million in the third quarter of 2005. The increase in room revenue was primarily due to an increase in ADR of $10.99 or 11.1% and RevPAR of $7.87 or 11.5%, which resulted from a strategy of increasing room rates and reducing our exposure to lower rated contract business, and the general strengthening of the economy and lodging industry. Occupancy was flat from the third quarter of 2004 to the third quarter of 2005, as we focused on increasing ADR, rather than occupancy, through increasing business related to higher rated transient and corporate business, reducing trade with lower rated groups, as well as overall increases in our daily rates in general.

Hotel operating expenses. Because of the events noted above, our total hotel operating expenses are not comparable between years. Hotel operating expenses increased by $2.4 million or 3.2% in the three months ended September 30, 2005 as compared to the same period in 2004. The increase was primarily related to increases in labor and related costs, partially offset by the limited operations of certain of the hurricane-impacted properties, including the substantial closure of certain properties. Food and beverage expense decreased by 2.5% of food and beverage revenue mainly due to menu pricing adjustments that have outpaced the increasing cost of

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materials, labor and benefits. Rooms expense decreased by 1.2% of rooms revenue mainly due to a decrease in occupancy and occupancy-driven expenses, as we focused on increasing ADR.

For the 57 comparable hotels, hotel operating expenses increased 8.3% from the third quarter of 2004, primarily related to increases in labor and related costs. As a percentage of revenue, hotel operating expenses decreased 1.2%. Rooms expense, as a percent of rooms revenue, decreased 0.5% points primarily due to the positive impacts of increasing our ADR which generates additional revenues with little additional cost. Food and beverage margins improved 2.0% points mainly due to menu pricing adjustments that have outpaced the increasing cost of materials, labor and benefits.

Other operating expenses. Other operating expenses, which include general and administrative expenses, property operating costs, depreciation and amortization, non-income taxes, insurance and the write-off of deferred financing fees, increased $7.3 million from the third quarter of 2004 to the third quarter of 2005. This increase was primarily due to the following:

• General and administrative expense, corporate: Corporate general and administrative costs increased by $1.5 million due to $1.1 million in adjustments that reduced expense in the third quarter ended September 30, 2004 and an increased expense related to incentive plan grants in the third quarter ended September 30, 2005. The 2004 adjustments included $4.5 million to reduce employee compensation costs due to the change in accounting treatment of an equity based compensation plan, partially offset by an adjustment in reserves for the resolution of prior year workers’ compensation and general liability claims, costs related to the Company’s hurricane insurance claims, and higher costs for complying with expanded public company regulatory requirements.

• Property taxes, insurance, and other expense: Property taxes, insurance and other expense decreased by $1.5 million from prior year. The decrease was primarily due to reduced property tax expense related to reduced property taxes at our hurricane impacted properties and additional 2005 tax refunds as well as the reduction in hurricane-impacted properties’ expenses in 2005 to the extent that these costs are recoverable; these same properties realized normal operating expenses in the first half of the third quarter of 2004.

• Write-off of deferred financing fees: There were $2.3 million of deferred financing fees written off in the third quarter of 2005; $1.9 million of these financing fee write-offs were due to the defeasance of our previous secured facility. The remaining $0.4 million of write-offs related to the repurchase of senior subordinated and senior unsecured notes during the third quarter. These expenses are included in depreciation and amortization expense.

Loss on Asset Impairments. The 2005 loss on asset impairment in continuing operations of $40.3 million is primarily comprised of impairment losses of $34.2 million related to three properties that were newly made available for sale as a result of the secured facility refinance and are expected to be sold.

Contract Termination Costs. The $1.1 million of contract termination costs incurred in the third quarter of 2005 are due to the termination of the management agreement on one of our hotels that will be managed by Marriott starting in November 2005.

Equity in income/loss of and interest earned from unconsolidated affiliates. Equity in income/loss of and interest earned from unconsolidated affiliates consists of income earned from two investments in which we own non-controlling interests and do not consolidate in our financial statements. We recognize a proportionate share of the profit and loss earned by the Radisson Lexington Avenue Hotel, an equity method investment acquired in 2004, as well as interest income on the $40 million loan made to this entity. For the three months ended September 30, 2005, we recognized interest income of $1.4 million, and a $0.2 million equity share of net losses of the investment. In addition, we currently recognize a preferred return of 12% from our investment in MIP, accounted for using the cost method, resulting in current and cumulative preferred return income of $1.4 million in the third quarter of 2005. Our third quarter 2004 income of $1.6 million represents only the current portion of our then 16% preferred return; no cumulative portion of the return was recognized in 2004.

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Loss on early extinguishments of debt. For the three months ended September 30, 2005, we recorded a loss on early extinguishment of debt of $54.2 million. This was comprised of $43.5 million of defeasance loss related to the secured facility, as well as $8.7 million cost from the termination of an interest rate swap agreement related to the secured facility refinancing. In addition, there was a $2.0 million loss on early extinguishment of debt related to the senior unsecured and senior subordinated notes during the third quarter of 2005.

Loss from discontinued operations

Loss from discontinued operations during the three months ended September 30, 2005 totaled $5.8 million, including impairment charges of $3.8 million, and a loss on disposition of assets of $1.5 million. Loss from discontinued operations for the same period in 2004 totaled $5.5 million, including impairment charges of $2.6 million, and a loss on disposition of assets of $2.2 million.

Nine months ended September 30, 2005 compared with the nine months ended September 30, 2004

Continuing Operations Results

Our results of operations for the nine months ended September 30, 2005 for the 68 properties included in continuing operations have been affected by the same factors and events that affected our results of operations for the three months ended September 30, 2005, and because of these events, our total results are not comparable between years. In order to provide a useful comparison, where appropriate, this section includes discussion and analysis of our results as a whole and discussion and analysis of results of the 57 comparable hotels that were in normal operations for the current period and the prior year period.

Total revenue. Because of the events and changes to our portfolio noted previously, our total revenue for the entire portfolio of our 68 hotels in continuing operations is not comparable between years. Total revenue increased by $14.1 million or 2.4% in the first nine months of 2005 compared to the first nine months of 2004. This increase in revenue is primarily due to an increase in ADR attributable to a strategy of increasing room rates and reducing our exposure to lower rated contract business, higher food and beverage revenues attributable to increased menu pricing in 2005, and the inclusion of a full period of revenues from our two hotels acquired in May and June of 2004 ($30.5 million), partially offset by the lost revenue at our hurricane affected properties. Overall ADR increased 6.4% for the nine months ended September 30, 2005 when compared with the same period in 2004, primarily due to a focus on increasing business related to higher rated transient and corporate business, reducing trade with lower rated groups, overall increases in our daily rates in general, the inclusion of a full period of revenues from two higher rate properties acquired in May and June of 2004 and an increase in travel due to a general strengthening of the economy. This favorable impact on rooms revenue was partially offset by revenue losses from our hurricane-impacted hotels ($55.2 million). The decrease in occupancy of 5.8% over the same period for the entire portfolio of our 68 hotels in continuing operations was due to rooms out of service as a result of the Florida hurricanes, the impact of having fewer available rooms due to hotel room renovations, as well as a focus on increasing daily rates, which resulted in lower group, contract, and internet sales. Approximately 95% of the 5.8% decrease in occupancy was specifically due to the rooms out of service as a result of the Florida hurricanes.

The following table presents operating data for our 57 comparable hotels:

Operating Data for our 57 comparable hotels (16,619 rooms):

	Nine Months Ended September 30,
	2005			2004			Percent Change
ADR	$	111.20		$	101.18		9.9	%
Occupancy %		69.1	%		69.7	%	(0.9	)
RevPAR	$	76.79		$	70.53		8.9

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For the 57 comparable hotels, total revenue increased by $38.5 million or 8.1% from $474.1 million in the first nine months of 2004 to $512.6 million in the first nine months of 2005. The increase in room revenue was primarily due to an increase in ADR of $10.02 or 9.9% and RevPAR of $6.26 or 8.9%, which resulted from a strategy of increasing room rates and reducing our exposure to lower rated contract business, and the general strengthening of the economy and lodging industry. Occupancy decreased 0.9% mainly due to our focus on increasing business related to higher rated transient and corporate business, reducing trade with lower rated groups, as well as overall increases in our daily rates in general.

Hotel operating expenses. Because of the events noted above, our total hotel operating expenses are not comparable between years. Hotel operating expenses decreased by $0.2 million or 0.1% in the nine months ended September 30, 2005 as compared to the same period in 2004. The decrease was primarily attributable to the limited operations of certain of the hurricane-impacted properties, including the substantial closure of several properties, partially offset by increases in labor and related costs. Food and beverage expense decreased by 2.7% of food and beverage revenue mainly due to menu pricing adjustments that have outpaced the increasing cost of materials, labor and benefits.

For the 57 comparable hotels, hotel operating expenses increased 4.9% from the third quarter of 2004, primarily related to increases in labor and related costs. As a percentage of revenue, hotel operating expenses decreased 1.2%. Rooms expense, as a percent of rooms revenue, decreased 0.3% points primarily due to the positive impacts of increasing our ADR which generates additional revenues with little additional cost. Food and beverage margins improved 2.1% points mainly due to menu pricing adjustments that have outpaced the increasing cost of materials, labor and benefits.

Other operating expenses. Other operating expenses include general and administrative expenses, property operating costs, depreciation and amortization, non-income taxes, and insurance and write-off of deferred financing fees. Individual variations in these expenses were as follows:

• General and administrative expense, corporate: General and administrative expense, corporate increased $0.7 million mainly due to $1.1 million in adjustments that reduced expense in 2004, and a $1.6 million expense related to incentive plan grants in 2005, partially offset by a $1.1 million expense reduction related to prior years’ workers’ compensation claims in 2005 and a $0.5 million expense reduction related to legal costs in 2005. The 2004 adjustments include $4.5 million ($4.0 million year to date impact) to reduce employee compensation costs due to the adjustment in the accounting treatment of an equity based compensation plan, partially offset by an adjustment in reserves for the resolution of prior year worker’s compensation and general liability claims, costs related to the company’s hurricane insurance claims, and higher costs for complying with expanded public company regulatory requirements.

• Property taxes, insurance expense and other expense: In the nine months ended September 30, 2005, expenses for hurricane-impacted properties decreased from the same period in 2004, primarily due to a $4.4 million reduction in rental payments mainly under the best efforts rental programs at South Seas Resort and Sundial Beach Resort. Also, the hurricane-impacted properties’ expenses were reduced in 2005 to the extent that these costs were recoverable; these same properties had normal operating expenses through mid-August 2004. Additionally, the current year expense decreased $1.9 million mainly due to favorable changes in property tax assessments, reduced property taxes at our hurricane impacted properties and additional 2005 tax refunds, and $1.0 million in reductions to sales and use and other tax reserves.

• Write-off of deferred financing fees: The current year’s repurchase of $50.2 million of senior unsecured notes and $34.2 million of senior subordinated notes has resulted in a $0.6 million write-off of deferred financing fees. The remaining $1.9 million of deferred financing fees that were written off in 2005 related to the secured facility defeasance. For the same period in 2004, the repurchase of approximately $99.6 million of senior unsecured notes, and the issuance of common stock in exchange for $49.2 million of senior subordinated notes, resulted in a write-off of deferred financing fees of approximately $1.7 million.

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Loss on Asset Impairments. The 2005 loss on asset impairment in continuing operations of $40.3 million is primarily comprised of impairment losses of $34.2 million related to three properties that were newly made available for sale as a result of the secured facility refinance and are expected to be sold.

Contract Termination Costs. The $1.1 million of contract termination costs incurred in the first nine months of 2005 due to the termination of the management agreement on one of our hotels.

Equity in income/loss of and interest earned from unconsolidated affiliates. Equity in income/loss of and interest earned from unconsolidated affiliates consists of income earned from two investments in which we own non-controlling interests and do not consolidate in our financial statements. We recognize a proportionate share of the profit and loss earned by the Radisson Lexington Avenue Hotel, an equity method investment acquired in 2004, as well as interest income on the $40 million loan made to this entity. For the nine months ended September 30, 2005, we recognized interest income of $4.3 million, partially offset by a $1.3 million equity share of net losses. In addition, we currently recognize a preferred return of 12% from our investment in MIP, accounted for using the cost method, resulting in current and cumulative preferred return income of $4.3 million in the first nine months of 2005. Our 2004 income of $4.8 million represents only the current portion of our 16% preferred return; no cumulative portion of the return was recognized.

Hurricane business interruption insurance gain. In the nine months ended September 30, 2005, we recognized $4.3 million of business interruption gain, based on insurance company acknowledgement of this minimum level of profit that certain of our properties would have earned. For additional information regarding hurricane business interruption gain, see “Results Overview – Accounting for the Impact of the Hurricane Damage to Properties.”

Loss on early extinguishments of debt. For the nine months ended September 30, 2005, we recorded a loss on early extinguishment of debt of $55.2 million. This was comprised of $43.5 million of defeasance loss related to the secured facility, as well as $8.7 million cost from the termination of an interest rate swap agreement related to the secured facility refinancing. In addition, there was a $3.0 million loss on early extinguishment of debt related to the senior unsecured and senior subordinated notes during the first nine months of 2005.

Interest expense, net. Net interest expense declined 4.2% or $4.0 million in the nine months ended September 30, 2005 compared to the same period in 2004, primarily as a result of 2004 repurchases of approximately $99.6 million of senior unsecured notes and the issuance of common stock in 2004 in exchange for $49.2 million of senior subordinated notes. The interest savings from these repurchases were somewhat offset by the placement of lower interest rate mortgages, and increases in LIBOR. Additionally, the $298.1 million secured facility was refinanced in September 2005 at an interest rate that is 309 basis points lower.

Loss from discontinued operations

Loss from discontinued operations during the nine months ended September 30, 2005 totaled $8.7 million, including impairment charges of $6.6 million, and a loss on disposition of assets of $2.5 million. Loss from discontinued operations for the same period in 2004 totaled $23.1 million, including impairment charges of $10.0 million, and a loss on disposition of assets of $13.8 million.

Funds From Operations (FFO)

Substantially all of our non-current assets consist of real estate, and in accordance with U.S. generally accepted accounting principles, or GAAP, those assets are subject to straight-line depreciation, which reflects the assumption that the value of real estate assets, other than land, will decline ratably over time. That assumption is often not true with respect to the actual market values of real estate assets (and, in particular, hotels), which fluctuate based on economic, market and other conditions. As a result, management and many industry investors believe the presentation of GAAP operating measures for real estate companies to be more informative and

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useful when other measures, adjusted for depreciation and amortization, are also presented. In an effort to address these concerns, the National Association of Real Estate Investment Trusts, or NAREIT, adopted a definition of Funds From Operations, or FFO, which we have also adopted.

NAREIT defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate, real estate-related depreciation and amortization, and after comparable adjustments for our portion of these items related to unconsolidated partnerships and joint ventures. Extraordinary items and cumulative effect of changes in accounting principle as defined by GAAP are also excluded from the calculation of FFO. As defined by NAREIT, FFO also does not include reductions from asset impairment charges. The Securities and Exchange Commission, however, has recommended that FFO include the effect of asset impairment charges, which is the presentation we have adopted for all historical presentations of FFO. We believe FFO is an indicative measure of our operating performance due to the significance of our hotel real estate assets and provides beneficial information to investors.

FFO should not be considered as an alternative to any other performance measures prescribed by GAAP. Although FFO is considered a standard benchmark utilized by the investment community, our FFO may not be comparable to a similarly titled measure reported by other companies.

FFO

We use FFO as a measure of our performance. The following reconciles our GAAP net loss to FFO on a diluted basis (amounts in thousands, except per share amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Net loss	$	(115,371	)	$	(26,772	)	$	(127,881	)	$	(78,572	)
Depreciation and amortization of real estate assets		22,149			24,614			68,146			72,734
Loss on disposal of assets		1,490			2,232			2,527			13,762
Unconsolidated affiliate adjustments		990			—			3,407			—
Equity compensation adjustment		—			(4,513	)(E)		—			(3,983	)(E)
Minority interest to common OP unit holders		(2,978	)		(735	)		(1,882	)		(2,469	)
FFO	$	(93,720	)(A)	$	(5,174	)(B)	$	(55,683	)(C)	$	1,472	(D)
FFO per share	$	(1.04	)(A)	$	(0.06	)(B)	$	(0.64	)(C)	$	0.02	(D)
Weighted average number of shares of common stock outstanding for FFO		89,750			89,662			87,452			82,060

^(A) Funds from operations included the effect of asset impairment charges, loss on early extinguishments of debt, write off of deferred financing fees, contract termination costs, and related minority interest amounts recognized during the three months ended September 30, 2005 totaling $(101.5) million or $(1.13) per diluted share. The weighted average number of shares of common stock outstanding at September 30, 2005 on a fully diluted basis was 87.7 million.

^(B) Funds from operations included the effect of asset impairment charges and exclude an equity compensation adjustment recognized during the three months ended September 30, 2004 totaling $(7.1) million or $(0.08) per diluted share. The weighted average number of shares of common stock outstanding at September 30, 2004 on a fully diluted basis was 89.7 million.

^(C) Funds from operations included the effect of asset impairment charges, loss on early extinguishments of debt, write off of deferred financing fees, contract termination costs, and related minority interest amounts recognized during the nine months ended September 30, 2005 totaling $(103.1) million or $(1.18) per diluted share. The weighted average number of shares of common stock outstanding at September 30, 2005 on a fully diluted basis was 87.6 million.

^(D) Funds from operations included the effect of asset impairment charges, loss on early extinguishments of debt, and write off of deferred financing fees and exclude an equity compensation adjustment recognized during the nine months ended September 30, 2004 totaling $(23.6) million or $(0.29) per diluted share. The weighted average number of shares of common stock outstanding at September 30, 2004 on a fully diluted basis was 82.1 million.

^(E) Our net loss for the three and nine months ended September 30, 2004 includes a $4.5 million and $4.0 million adjustment, respectively, to reduce compensation expense as a result of the adjustment to our previous accounting for POPs compensation plan (see Note 9 to the

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financial statements). We have removed the impact of this adjustment from our calculation of FFO, as presented in this report, for the three and nine months ended September 30, 2004 presented above. Had FFO not been adjusted for this item, our FFO would have been $(0.7) million (($0.01) per share) and $5.5 million ($0.07 per share) for the three and nine months ended September 30, 2004, respectively. As a result, the 2004 FFO reported above does not equal the FFO reported in our press release issued on November 1, 2005.

The following reconciles our outstanding shares used to calculate net loss per share to our outstanding shares used to calculate FFO per diluted share (amounts in thousands):

	Three Months Ended September 30,		Nine Months Ended September 30,
	2005	2004	2005		2004
Reconciliation from Basic Shares:
Weighted average number of basic shares of common stock outstanding for basic net loss per share calculation	87,492	87,300	87,452		79,599
Additional common stock equivalents for FFO:
Operating partnership units	2,258	2,362	—		2,401
Stock options	—	—	—		60
Weighted average number of shares of common stock outstanding for diluted FFO	89,750	89,662	87,452		82,060
Reconciliation from Diluted Shares:
Weighted average number of diluted shares of common stock outstanding for diluted net loss per share calculation	89,750	89,662	89,627		82,000
Additional common stock equivalents for FFO:
Operating partnership units	—	—	(2,175	)	—
Stock options	—	—	—		60
Weighted average number of shares of common stock outstanding for diluted FFO	89,750	89,662	87,452		82,060

Financial Condition, Liquidity, and Capital Resources

Our principal sources of liquidity are cash generated from operations, funds from borrowings, funds from the sales of assets and existing cash on hand. Our principal uses of cash include the funding of working capital obligations, debt service, debt repurchases, investments in hotels (including capital projects and acquisitions), and escrow requirements. Our strategy includes considering opportunities to repay debt and to reduce our overall cost of borrowing, such as through repaying more expensive debt with the proceeds from low interest rate mortgages and asset sales and the use of interest rate caps. We believe we currently have sufficient cash on hand, and we expect to have adequate cash flow during the next twelve months in order to fund our operations, capital commitments and debt service obligations. We did not pay a dividend on our common stock during 2004, nor do we expect to pay one in 2005. Our current and future liquidity is, however, greatly dependent upon our operating results, which are driven largely by overall economic conditions. While economic conditions are generally improving, if general economic conditions are significantly worse than we expect for an extended period, this will likely have a negative effect on our projections of available cash flow and liquidity.

Factors that may influence our liquidity include:

• Factors that affect our results of operations, including general economic conditions, demand for business and leisure travel, public concerns about travel safety related primarily to terrorism and related concerns, capital investments required to maintain our property’s competitive position, insurance coverage and timing of hurricane-related expenditures and related insurance receipts, and other operating risks described under the caption, “Risk Factors—Operating Risks” in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2004;

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• Factors that affect our access to bank financing and the capital markets, including operational risks, high leverage, covenant compliance, interest rate fluctuations, and other risks described under the caption “Risk Factors—Financing Risks” in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2004; and

• Other factors described previously under the caption, “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q.

We generally intend to hold unrestricted cash balances of $30 million to $40 million in our operating accounts as a hedge against economic and geopolitical uncertainties, as well as to provide for our recurring cash requirements. We established a $50 million secured revolving bank line in December 2003, maturing in December 2006. In August 2005, this revolving bank line was expanded by $100 million to a total capacity of $150 million; the additional $100 million will mature in August 2006 and consists of $25 million in additional revolver capacity and $75 million of term loan capacity. The total $150 million facility carries an annual interest rate of the London Interbank Offered Rate, or LIBOR, plus 350 basis points; 100 basis points less than the facility’s original annual interest rate of LIBOR plus 450 basis points. This credit facility increases our flexibility in managing our liquidity, however, asset disposition proceeds in excess of $30 million must be used to pay down any outstanding balance under the facility and permanently reduce the availability if repaying borrowings under the term loan. Additionally, our available balance under this facility may be temporarily reduced from time to time if assets serving as collateral are sold or while certain brand-related issues on our franchise agreements are being resolved on the 13 hotels used as collateral. As of September 30, 2005 and November 1, 2005, $114.2 million of the credit facility was available.

In 1999, we, through MeriStar Hospitality Operating Partnership, L.P. (“MHOP”), our principal operating subsidiary, invested $40.0 million in MeriStar Investment Partners, L.P. (“MIP”), a joint venture established to acquire upscale, full-service hotels. Our cost-basis investment is in the form of a limited partnership interest, in which we earned (through December 9, 2004) a 16% cumulative preferred return with outstanding balances compounded quarterly. In accordance with MIP’s December 2004 amended and restated partnership agreement, the return on our investment and on our remaining unpaid accrued preferred return was reduced to a 12% annual cumulative return rate, and is subordinate only to the MIP debt; and $12.5 million of our $40.0 million investment was upgraded to receive preference in liquidation over all other investments.

During the fourth quarter of 2003, we recognized a $25.0 million impairment loss on this investment since, at that time, the decline in the underlying value of our investment was deemed other than temporary. There have been no changes in circumstances in 2004 and 2005 that would require an additional impairment. After recognition of this impairment loss, the book value of the original investment is $15.0 million.

In February 2005, MIP completed a $175 million commercial mortgage-backed securities financing, secured by its portfolio of eight hotels. Upon the completion of the financing in February 2005, we received a distribution of $15.5 million, which was applied to reduce our outstanding accrued preferred returns receivable to approximately $4 million.

As of September 30, 2005, our total MIP carrying value was $23.5 million, consisting of the $15.0 million adjusted investment balance and $8.5 million of accrued preferred returns receivable.

We invested approximately $134 million in capital expenditures during 2004. During the nine months ended September 30, 2005, we invested approximately $86 million in non hurricane-related capital expenditures and expect to invest an additional $41 million (including $12 million of advance payments for 2006 projects) in non hurricane-related capital expenditures during the remainder of 2005. During the nine months ended September 30, 2005, we invested approximately $86 million in hurricane-related capital expenditures. The total amount of hurricane-related capital expenditures has not yet been fully determined, however we anticipate it to be well in excess of $150 million, most of which we expect to be reimbursed by our insurance carriers.

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As part of our strategy to manage our leverage, we may repurchase debt with available cash, including proceeds from asset sales, or retire debt with higher interest rates and issue debt with lower interest rates, thereby reducing our overall interest expense, lowering cost of borrowing and improving financial ratios. This strategy provides us with more liquidity and flexibility in managing our business.

We repurchased all $34.2 million of our 8.75% senior subordinated notes due 2007 during the nine months ended September 30, 2005. In addition, we repurchased $50.2 million of our senior unsecured notes, consisting of $18.9 million of the 9.0% notes due 2008, $13.0 million of the 9.125% notes due 2011, and $18.3 million of the 10.5% notes due 2009 during the nine months ended September 30, 2005. Following these repurchases, we had no outstanding senior subordinated notes and $800.1 million of outstanding senior unsecured notes. In 2004, we retired $49.2 million of our senior subordinated notes and purchased $99.6 million of our senior unsecured notes. These transactions have allowed us to reduce our cost of borrowing and improve our credit statistics.

With our expanded asset disposition program (see discussion below) and the additional capacity of our senior credit facility, we will continue to monitor the market for debt repurchase opportunities and repurchase debt when economically and financially advantageous. Toward that end, the remaining $205.9 million of our 10.5% senior unsecured debt becomes callable on December 15, 2005 at a price of 105.25% of its outstanding principal amount plus interest. We may strategically repurchase our senior unsecured notes through exercising the call provisions on the 10.5% senior unsecured notes or through open market purchases of any of the tranches depending upon pricing and availability in accordance with our expanded asset disposition program, with a focus on repurchasing the 10.5% senior unsecured notes. The actual amount acquired will be a function of pricing and availability as well as the results of our asset disposition program, however we expect to repurchase, through a call offer, a portion of the 10.5% senior unsecured notes in December 2005, and the remainder in the first half of 2006.

In September 2005, we refinanced our secured facility loan that carried an existing balance of $298.1 million due 2009 (“Previous Loan”). We paid $343.6 million in connection with the legal defeasance of the Previous Loan, which had a carrying value of $289.4 million (consisting of $298.1 million in principal balance less $8.7 million fair value adjustment related to the interest rate swap), resulting in a loss on early extinguishment of debt of $54.2 million. Our loss on early extinguishment of debt was reduced to $52.2 million by the $2.0 million write-off of two treasury locks, which had been deferred and were being recognized as reductions to interest expense over the life of the Previous Loan. The new loan consists of a $312.0 million secured facility loan due in October 2007, with three one-year extensions at our option, and a $15.0 million bridge loan due in April 2006, with one six-month extension at our option. We expect to repay the $15.0 million bridge loan with proceeds from the disposition of the assets securing it. The new secured facility loan allows for significant interest savings and increased flexibility compared to the previous secured facility loan. The interest rate on the new secured facility loan is 309 basis points lower than the previous secured facility loan interest rate. The new secured facility loan also provides greater flexibility for property disposition and substitution, and released approximately $45 million of cash that was held in escrow ($39 million under the previous secured facility loan, plus $6 million under the interest rate swap agreement net of the $8.7 million termination payment). In late September 2005, we sold one hotel secured by the facility and used the $7.8 million proceeds to pay down the balance to $304.2 million.

The new secured facility loan also eliminated the need for the interest rate swap agreement and its related cash collateral balance, as discussed above. We paid $8.7 million to terminate the interest rate swap, which represented the fair value of the swap on the date of termination. Because we accounted for the interest rate swap as a fair value hedge of the debt which was extinguished, the $52.2 million loss on early extinguishment of the Previous Loan includes this $8.7 million fair value adjustment.

In October 2005, we paid $0.3 million to enter into an interest rate cap agreement on our new secured facility, effective October 10, 2005, with a term of 2 years. Under the interest rate cap agreement, the annual interest rate on the New Loan secured facility will not exceed 7.10%. The interest rate cap will be recorded at fair value, with changes in fair value recorded to interest expense in our Consolidated Statements of Operations.

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On January 26, 2005, we entered into a $37.7 million mortgage loan on our Hilton Crystal City hotel that bears interest at a fixed rate of 5.84%. The mortgage requires monthly payments of interest only for the first three years and then monthly payments of interest and principal over the remaining portion of the ten year term of the loan, with the majority of the principal balance due at the end of the ten year term. Our net proceeds of $34.7 million are net of a $3.0 million escrow reserve for future capital expenditures. We incurred financing costs of $0.8 million related to this mortgage.

On June 17, 2005, we entered into a $44.0 million mortgage loan on our Hilton Clearwater hotel that bears interest at a fixed rate of 5.68%. The mortgage requires monthly payments of interest only for the first three years and then monthly payments of interest and principal over the remaining portion of the ten year term of the loan, with the majority of the principal balance due at the end of the ten year term. Our net proceeds of $40.7 million are net of a $3.3 million escrow reserve for future capital expenditures. We incurred financing costs of $1.1 million related to this mortgage.

We recently expanded our asset disposition program to take advantage of the strong market that exists for asset sales, particularly for assets with residential development potential. We have selected assets to market for sale where we believe we can reinvest the proceeds from their sale and obtain a higher return on our investment. We expect to strengthen our balance sheet through the reduction of debt levels, although, if pricing for certain assets does not develop the way we expect or debt is not available to be repurchased at reasonable prices, we may elect not to sell certain assets or reinvest the proceeds into our existing core hotels through renovation and upgrade activities or by investing in new hotels, improving the growth potential of our portfolio and increasing our return on investment. In a limited number of circumstances, we may also substitute certain properties if opportunities arise that meet our price objective on certain hotels not currently identified in the disposition program. We will continually evaluate the probability that certain assets will be disposed and the timing thereof.

We sold three hotels during the third quarter of 2005, generating proceeds of $25.3 million. In addition, four of the assets identified for disposition in our expanded program were secured under our previous secured facility and not available for disposition; this facility was defeased in the third quarter 2005, allowing us flexibility to sell these four assets. We recognized a $44.1 million impairment charge during the third quarter of 2005, of which $37.8 million was related to these four assets. With respect to the nature of dispositions, we may incur impairment charges in the future related to certain assets to be disposed of, if the fair value is less than the carrying value.

In August and September 2004 and August 2005, a number of our hotels located in Florida and two hotels located in New Orleans incurred substantial damage and business interruption. While we have comprehensive insurance coverage for both property damage and business interruption, we are experiencing a decline in revenues at these properties due to the full or partial closure of certain hotels, and accounting rules do not permit us to recognize any income from business interruption insurance or gains on replacement of damaged property until all contingencies associated with the related insurance payments have been resolved. Additionally, we may experience a timing delay between cash outflows and cash inflows, as we may incur costs to rebuild the damaged properties, and temporary negative cash flows associated with affected properties, that may not be reimbursed by the insurance carriers for several periods, or if we are unable to agree on certain coverage issues or the scope of coverage, reimbursements may take several years to recover through litigation. Additionally, we are liable for any policy deductibles. While this timing difference continues to impact our short term liquidity, we believe that we will be able to meet all of our short term cash needs through a variety of means, including the placement of mortgages, borrowings under our credit facility, and reducing capital expenditures, if necessary. The resolution and reimbursement of our insurance claims will be applied to the repayment of our credit facility and mortgages, and other sources from which we have drawn to cover the net cash outflow of hurricane-related expenditures. For more information regarding the impact of these hurricanes, see “—Results Overview.”

As of September 30, 2005, we had $18.8 million of cash held in escrow, which was required by certain debt agreements. Our cash balance held in escrow may increase or decrease based upon the performance of our encumbered hotels and our ability to obtain timely capital reimbursements. Of the $18.8 million, approximately $9.9 million was available to fund capital expenditures as of September 30, 2005. Our required balance of cash

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held in escrow significantly declined during the third quarter of 2005 due to the release of $45 million of escrow. The $45 million escrow release consists of $39 million under our secured facility refinance, plus $6 million under the interest rate swap agreement ($14 million total released escrow less the $8.7 million termination payment), which was terminated in conjunction with the secured facility refinance, both of which are discussed further above.

Sources and Uses of Cash

The following table shows our consolidated cash flows, generated by (used in) our various activities, for the nine months ended September 30 (in thousands):

	2005			2004			2005 vs 2004
Operating activities	$	31,836		$	5,843		$	25,993
Investing activities		(74,540	)		(179,024	)		104,484
Financing activities		17,460			60,723			(43,263	)
Cash and cash equivalents, end of period – unrestricted		35,296			117,794			(82,498	)

Cash flow from operations increased in the first three quarters of 2005 compared to 2004, primarily due to the impact of margin improvements due to the refocusing of our portfolio assets, as well as the generation of new revenues from our hotels acquired in 2004, and as a result of the lodging industry economic recovery. Additionally, we realized net cash inflow of $48.6 million related to our insurance claim receivable. We have allocated $7.7 million of proceeds received to investing activities, which is an estimate of the portion of reimbursements for hurricane-related capital expenditures at our properties damaged by the hurricanes. The remaining $40.9 million change in our insurance claim receivable is related to operating expenditures, and is therefore reflected within operating activities. Our cash flow from operations is reduced by the $52.2 million loss on early extinguishment of debt related to our previous secured facility defeasance.

We used a net $74.5 million of cash for investing activities during the first nine months of 2005, consisting of:

• $171.8 million in capital expenditures (including $9.1 million of capitalized interest); and

• $2.2 million in costs primarily associated with the disposition program; partially offset by

• $45.9 million decrease in restricted cash, mainly related to escrows released under our secured facility refinance and through the termination of our interest rate swap agreement;

• $45.8 million of proceeds from the sale of hotel assets; and

• $7.7 million allocation of insurance proceeds related to capital expenditures.

We used a net $179.0 million of cash from investing activities during the first nine months of 2004, primarily due to:

• $182.4 million for acquisition of hotels, net of cash acquired;

• $85.6 million in capital expenditures (including $3.6 million of capitalized interest);

• $7.5 million for a deposit on an investment in a hotel; and

• $17.2 million increase in cash restricted for mortgage escrows; partially offset by

• $119.3 million of proceeds from the sale of hotel assets.

We generated a net $17.5 million of cash from financing activities during the first nine months of 2005 due mainly to:

• the incurrence of $320.7 million in debt, net of financing costs;

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• the incurrence of $73.4 million in mortgage loans, net of financing costs; and

• net borrowings of $22.5 million under our credit facility, net of financing costs; partially offset by

• prepayments on long-term debt of $382.6 million; and

• scheduled payments on long-term debt of $16.1 million.

We generated a net $60.7 million of cash from financing activities during the first nine months of 2004 primarily due to:

• proceeds from mortgage incurrence, net of issuance costs, of $109.7 million; and

• net proceeds from common stock issuances of $72.3 million; partially offset by

• prepayments on long-term debt of $105.0 million;

• scheduled payments on long-term debt of $7.0 million; and

• the purchase of subsidiary partnership interests for $8.7 million.

We must distribute to stockholders at least 90% of our REIT taxable income, excluding net capital gains, to preserve the favorable tax treatment accorded to REITs under the Internal Revenue Code. Under certain circumstances, we may be required to make distributions in excess of cash available for distribution in order to meet the Internal Revenue Code requirements. In that event, we would seek to borrow additional funds or sell additional non-core assets for cash, or both, to the extent necessary to obtain cash sufficient to make the distributions required to retain our qualification as a REIT. Any future distributions will be at the discretion of our Board of Directors and will be determined by factors including our operating results, restrictions imposed by our borrowing agreements, capital expenditure requirements, the economic outlook, the distribution requirements for REITs under the Internal Revenue Code and such other factors as our Board of Directors deems relevant. Our senior unsecured notes indenture permits the payment of dividends in order to maintain REIT qualification when we fall below a 2 to 1 fixed charge coverage ratio. The timing and amount of any future distributions is dependent upon these factors, and we cannot provide assurance that any such distributions will be made in the future.

In the course of document review with respect to the MIP restructuring, we discovered a potential technical REIT qualification issue relating to a wholly-owned subsidiary of MIP, of which we could be deemed to own a de minimis proportionate share. In order to eliminate any uncertainty regarding this issue, we have executed a closing agreement with the Internal Revenue Service that resolves all REIT qualification matters with respect to this potential issue. As a result of our negotiations with the Internal Revenue Service we remain qualified as a REIT for all prior years and continue to operate as a REIT for calendar year 2005.

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Debt

Debt consisted of the following (in thousands):

	September 30, 2005			December 31, 2004
Credit facility	$	25,000			—
Senior unsecured notes due 2011 – 9.125%		342,665		$	355,665
Senior unsecured notes due 2008 – 9.0%		251,558			270,500
Senior unsecured notes due 2009 – 10.5%		205,894			224,187
Secured facility, due 2007, with three one-year options to extend		304,210			—
Secured facility, due 2009		—			302,979
Secured facility, due 2013		98,109			99,293
Secured bridge loan, due 2006		15,000			—
Convertible subordinated notes, due 2010		170,000			170,000
Senior subordinated notes, due 2007		—			34,225
Mortgage and other debt, due various		204,482			125,051
Unamortized issue discount		(2,936	)		(3,950	)
	$	1,613,982		$	1,577,950
Fair value adjustment for interest rate swap		—			(4,674	)
	$	1,613,982		$	1,573,276

Credit facility. In August 2005, we completed a $100.0 million expansion of our $50.0 million credit facility to a total capacity of $150.0 million. The total $150.0 million facility carries an annual interest rate of the London Interbank Offered Rate, or LIBOR, plus 350 basis points, which is 100 basis points less than the original annual interest rate of LIBOR plus 450 basis points. The additional $100.0 million matures in August 2006 and consists of $25.0 million in additional revolver capacity and $75.0 million of term loan capacity. Asset disposition proceeds in excess of $30 million must be used to pay down any outstanding balance under the facility and permanently reduce the availability if repaying borrowings under the term loan. The original $50.0 million revolving facility matures in December 2006, as originally provided. As of September 30, 2005 and November 1, 2005, we had borrowings of $25.0 million outstanding against the revolver, and no outstanding borrowings under the term loan. Our available balance under the facility may be temporarily reduced from time to time if assets serving as collateral are sold or while certain brand-related issues on our franchise agreements are being resolved on the 13 hotels used as collateral. A total of $114.2 million was available as of September 30, 2005 and November 1, 2005. We incurred financing costs of $2.5 million related to the expansion of our credit facility.

The facility contains financial and other restrictive covenants. The ability to borrow under this facility is subject to compliance with financial covenants, including leverage, fixed charge coverage and interest coverage ratios and minimum net worth requirements. Compliance with these covenants in future periods will depend substantially upon the financial results of our hotels. The agreement governing the credit facility limits our ability to effect mergers, asset sales and change of control events and limits the payments of dividends other than those required for us to maintain our status as a REIT and our ability to incur additional secured and total indebtedness.

Senior unsecured notes. During the nine months ended September 30, 2005, we repurchased $50.2 million of our senior unsecured notes, consisting of $18.9 million of the 9.0% notes due 2008, $13.0 million of the 9.125% notes due 2011, and $18.3 million of the 10.5% notes due 2009. We recorded a loss on early extinguishment of debt of $2.8 million and wrote off deferred financing costs of $0.4 million related to these repurchases which is included in depreciation and amortization expense on the accompanying Consolidated Statements of Operations.

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Secured facilities. In September 2005, we extinguished our secured facility loan that carried an existing balance of $298.1 million due 2009 (“Previous Loan”). We paid $343.6 million in connection with the legal defeasance of the Previous Loan, which had a carrying value of $289.4 million (consisting of $298.1 million in principal balance less $8.7 million fair value adjustment related to the interest rate swap), resulting in a loss on early extinguishment of debt of $54.2 million. Our loss on early extinguishment of debt was reduced to $52.2 million by the $2.0 million write-off of two treasury locks, which had been deferred and were being recognized as reductions to interest expense over the life of the Previous Loan. In addition, we wrote off deferred financing costs of $1.9 million related to this extinguishment which is included in depreciation and amortization expense on the accompanying Consolidated Statements of Operations.

The new secured facility loan (“New Loan”) provides for a $312.0 million loan at a rate of LIBOR plus 135 basis points, which has an initial maturity of October 9, 2007, with three one-year extensions at our option. The New Loan is secured by 17 of our properties. Of the 19 properties that were covered under the Previous Loan that was refinanced, two are not included in the collateral pool for the New Loan as our present intention is to sell these properties, one of which was refinanced under the secured bridge loan. The New Loan, which is intended to be securitized, is non-recourse to us, except for certain customary carve-outs, which are guaranteed by MHOP. In September 2005, we sold one of the properties secured by the New Loan, and used the sale proceeds to repay $7.8 million of the outstanding balance. As of September 30, 2005, our New Loan had an outstanding balance of $304.2 million, and was secured by 16 properties. We incurred financing costs of $6.0 million related to obtaining this loan.

The New Loan allows for significant interest savings and increased flexibility compared to the Previous Loan. The interest rate on the New Loan is 309 basis points lower than the Previous Loan interest rate. The New Loan also provides greater flexibility for property disposition and substitution, and released approximately $45 million of cash that was held in escrow ($39 million under the Previous Loan, plus $6 million under the interest rate swap agreement net of the $8.7 million termination payment).

Secured bridge loan. In conjunction with the refinancing of the Previous Loan discussed above, we entered into a bridge loan, that provides for a $15.0 million term loan secured by one property with a borrowing rate of LIBOR plus 350 basis points, and has an initial maturity of April 9, 2006, with one six-month extension at our option. One property included in the Previous Loan is covered under the bridge loan. We expect to repay the $15.0 million bridge loan with proceeds from the disposition of the assets securing it. We incurred financing costs of $0.2 million related to obtaining this bridge loan.

Senior subordinated notes. During the nine months ended September 30, 2005, we repurchased all $34.2 million of our outstanding 8.75% senior subordinated notes due 2007. We recorded a loss on early extinguishment of debt of $0.2 million and wrote off deferred financing costs of $0.2 million related to this activity. The write off of deferred financing costs is included in depreciation and amortization expense on the accompanying Consolidated Statements of Operations.

Mortgage and other debt. On January 26, 2005, we entered into a $37.7 million mortgage loan on our Hilton Crystal City hotel that bears interest at a fixed rate of 5.84%. The mortgage requires monthly payments of interest only for the first three years and then monthly payments of interest and principal over the remaining portion of the ten year term of the loan, with the majority of the principal balance due at the end of the ten year term. Our net proceeds of $34.7 million are net of a $3.0 million escrow reserve for future capital expenditures. We incurred financing costs of $0.8 million related to this mortgage.

On June 17, 2005, we entered into a $44.0 million mortgage loan on our Hilton Clearwater hotel that bears interest at a fixed rate of 5.68%. The mortgage requires monthly payments of interest only for the first three years and then monthly payments of interest and principal over the remaining portion of the ten year term of the loan, with the majority of the principal balance due at the end of the ten year term. Our net proceeds of $40.7 million are net of a $3.3 million escrow reserve for future capital expenditures. We incurred financing costs of $1.1 million related to this mortgage.

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Derivatives. In April 2004, we entered into an interest rate swap on the Previous Loan to convert the interest rate from fixed to variable. The September 2005 defeasance of the Previous Loan eliminated the need for that interest rate swap. We paid $8.7 million to terminate the interest rate swap, which represented the fair value of the swap on the date of termination. Because we accounted for the interest rate swap as a fair value hedge of the debt which was extinguished, the $52.2 million loss on early extinguishment of the Previous Loan includes this $8.7 million fair value adjustment. Prior to the termination of the interest rate swap agreement, during the three and nine months ended September 30, 2005, we earned (paid) net cash payments of $(0.06) million and $1.2 million, respectively, under the swap, which were recorded as an (increase in) reduction of in interest expense. During the three and nine months ended September 30, 2004, we earned net cash payments of $1.5 million and $3.2 million, respectively, under the swap, which also were recorded as a reduction in interest expense. In conjunction with the interest rate swap, we were required to post collateral, which was $12.0 million as of December 31, 2004, and was recorded as restricted cash. Upon the termination of the interest rate swap agreement, our posted collateral balance of $14.4 million was released; we received $5.7 million, which was net of the $8.7 million termination payment.

In October 2005, we paid $0.3 million to enter into an interest rate cap agreement on our New Loan secured facility, effective October 10, 2005, with a term of 2 years. Under the interest rate cap agreement, the annual interest rate on the New Loan secured facility will not exceed 7.10%. The interest rate cap will be recorded at fair value, with changes in fair value recorded to interest expense in our Consolidated Statements of Operations.

Asset Acquisitions

During 2004, we invested in three properties, each of them having exceptional quality and exhibiting superior growth potential, and being located in three of the top performing markets in the country. We believe these factors will enable these investments to produce superior returns for our shareholders. Our two consolidated hotels, and while not consolidated into our results, the hotel for which we record equity in income/loss, realized three and nine months ended September 30, 2005 combined RevPAR of $157.84 and $151.65, respectively. RevPAR for our comparable hotels during the three and nine months ended September 30, 2005 was $76.44 and $76.79, respectively. The higher RevPAR of the acquired hotels is indicative of their quality and overall earnings power.

On May 10, 2004 we acquired the four-star, four-diamond rated Ritz-Carlton, Pentagon City in Arlington, Virginia for a purchase price of $93 million. The 366-room luxury hotel is operated by The Ritz-Carlton Hotel Company, LLC under a long-term contract. The hotel features nearly 18,000 square feet of meeting space, which can accommodate meetings of up to 900 guests.

Additionally, on June 25, 2004, we acquired the 485-room Marriott Irvine in Orange County, California, for a purchase price of $92.5 million. The hotel is operated by a subsidiary of Marriott International, Inc. under a long-term contract. The hotel features 30,000 square feet of meeting space, including a 13,000 square foot ballroom, that can accommodate meetings of up to 1,500 guests.

On October 1, 2004, we acquired a 49.99% interest in the 705-room Radisson Lexington Avenue Hotel in Midtown Manhattan. We made a total investment of $50 million, which includes a $40 million mezzanine loan that matures on October 1, 2014 and yields $5.8 million of cumulative annual interest, and a $10 million equity interest in the hotel. The mezzanine loan is secured by a pledge of the equity interests held by the borrower in an indirect parent of the owner of the hotel, and has a 10-year term. The loan is subordinate to $150 million in senior notes, but has priority over all equity interests.

We will continue to be highly selective with potential acquisitions, focusing primarily on larger properties located in major urban markets or high-end resort destinations with high barriers to new competition, premium brand affiliations, significant meeting space and superior growth potential. The terms of our senior note indentures may limit our ability to obtain financing beyond certain limited exceptions (including up to $300 million of mortgage indebtedness, of which $13.4 million was available at September 30, 2005, and $50 million of general indebtedness) to acquire assets as we are below the required fixed charge coverage ratio of 2 to 1, at which level we would be permitted to generally incur debt without restriction.

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Asset Dispositions

We have completed our previously announced portfolio repositioning disposition program that repositioned our portfolio into one generally consisting of larger assets with significant meeting space operated under major brands in urban or high-end resort locations. Between January 1, 2003 and September 30, 2005, we disposed of 40 hotels with 9,052 rooms for total gross proceeds of $329.4 million in cash and $11.2 million in reduction of debt. Of these 40 hotels, 15 hotels were disposed of in 2003, 21 hotels were disposed of in 2004 and four hotels were disposed of in 2005. Management believes the reshaping of our portfolio over the past two years contributed to an increase in RevPAR, which, for our entire portfolio of properties (all periods exclude nine properties affected by hurricanes in 2004), increased to $79.45 from $60.59 for the nine months ended September 30, 2005 and 2003, respectively.

We recently expanded our asset disposition program to take advantage of the strong market that exists for asset sales, particularly for assets with residential development potential. We have selected assets to market for sale where we believe we can reinvest the proceeds from their sale and obtain a higher return on our investment. We expect to strengthen our balance sheet through the reduction of debt levels, although, if pricing for certain assets does not develop the way we expect or debt is not available to be repurchased at reasonable prices, we may elect not to sell certain assets or reinvest the proceeds into our existing core hotels through renovation and upgrade activities or by investing in new hotels, improving the growth potential of our portfolio and increasing our return on investment. In a limited number of circumstances, we may also substitute certain properties if opportunities arise that meet our price objective on certain hotels not currently identified in the disposition program. We will continually evaluate the probability that certain assets will be disposed and the timing thereof.

We sold three hotels during the third quarter of 2005, generating proceeds of $25.3 million. In addition, four of the assets identified for disposition in our expanded program were secured under our previous secured facility and not available for disposition; this facility was defeased in the third quarter 2005, allowing us flexibility to sell these four assets. We recognized a $44.1 million impairment charge during the third quarter of 2005, of which $37.8 million was related to these four assets. With respect to the nature of dispositions, we may incur impairment charges in the future related to certain assets to be disposed of, if the fair value is less than the carrying value.

Capital Expenditures

We have developed a targeted renovation program that is designed to reduce the time and cost required to renovate hotels, allowing us to improve the quality of our hotels faster to take advantage of the rebound in the economy and better manage the disruptions associated with renovations. We accelerated our renovation program for certain key assets, which created some short-term disruption but also positioned these properties to participate more quickly in the lodging industry recovery. We make ongoing capital expenditures in order to keep our hotels competitive in their markets and to comply with franchise obligations, as described further in “Operating Risks” (the potential adverse impact of our failure to meet the requirements contained in our franchise and licensing agreements) included in Item 1 – Risk Factors of our Annual Report on Form 10-K as of December 31, 2004. Additionally, certain of our hotels’ management contracts and franchise agreements contain reserve requirements for property improvements. We fund our capital expenditures primarily from cash generated from operations and existing cash on hand and intend to use a portion of the proceeds from the sales of assets to provide capital for renovation work. We invested approximately $134 million in capital expenditures during 2004. During the nine months ended September 30, 2005, we invested approximately $86 million in non hurricane-related capital expenditures and expect to invest an additional $41 million (including $12 million of advance payments for 2006 projects) in non hurricane-related capital expenditures during the remainder of 2005. The emphasis is on completing these projects on budget with minimal disruptions to operations. We focus on complete room and facility renovations, eliminating to the degree possible, piecemeal work where the typical consumer might not ascribe value to the improvements. We believe we are timing this work appropriately to take full advantage of the economic recovery. During the nine months ended September 30, 2005, we invested approximately $86

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million in hurricane-related capital expenditures. The total amount of hurricane-related capital expenditures has not yet been fully determined, however we anticipate it to be well in excess of $150 million, most of which we expect to be reimbursed by our insurance carriers.

Other Financial Information

Hurricane Related Insurance Recoveries

We have comprehensive insurance coverage for both property damage and business interruption. Some properties are requiring substantial repair and reconstruction and have remained closed while such repairs are completed. As of September 30, 2005, the net book value of the property damage is estimated to be at least $75.1 million; however, we are still assessing the impact of the hurricanes on our properties, and final net book value write-offs could vary from this estimate. Changes to this estimate will be recorded in the periods in which they are determined. We have recorded a corresponding insurance claim receivable for this $75.1 million net book value amount because we believe that it is probable that the insurance recovery, net of deductibles, will exceed the net book value of the damaged portion of these assets. The recovery is based on replacement cost, and we have submitted claims substantially in excess of $75.1 million.

While we expect the insurance proceeds will be sufficient to cover most of the replacement cost of the restoration of these hotels, certain deductibles (primarily windstorm) and limitations will apply. Moreover, while we are receiving and expect to continue to receive interim insurance payments, no determination has been made as to the total amount or timing of those insurance payments, and those insurance payments may not be sufficient to cover the costs of all the restoration of the hotels. To the extent that insurance proceeds, which are on a replacement cost basis, ultimately exceed the net book value of the damaged property, a gain will be recorded in the period when all contingencies related to the insurance claim have been resolved.

As a result of the damage caused by the hurricanes, our properties experienced varying periods of business interruption and impacts on operations, including closure of certain hotels. We have hired consultants to assess our business interruption claims and are currently negotiating with our insurance carriers regarding the amount of sustained income losses. To the extent that we are entitled to a recovery under the insurance policies, we will recognize a receivable when it can be demonstrated that it is probable that such insurance recovery will be realized. Any gain resulting from business interruption insurance for lost income will not be recognized until all contingencies related to the insurance recoveries are resolved and collection of the relevant payments is probable. These income recognition criteria will result in business interruption insurance recoveries being recorded in a period subsequent to the period that we experience lost income from the affected properties, resulting in fluctuations in our net income that may reduce the comparability of reported quarterly results for some periods into the future.

New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” which requires companies to recognize compensation cost relating to share-based payment transactions, and measure that cost based on the fair value of the equity or liability instruments issued. We are required to comply with the provisions of this statement beginning with the first quarter of 2006. We do not expect the adoption of this revised standard to have a material effect on our accounting treatment for share-based payments, as we adopted the transition provisions of SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” on January 1, 2003 and elected to recognize compensation expense for options granted subsequent to December 31, 2002 under the fair-value-based method.

The FASB issued Statement No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions” in December 2004. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. We were required to

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comply with the provisions of this statement for the third quarter of 2005. We have not entered into or modified any transactions within the scope of this standard, nor do we have any existing transactions that fall within the scope of SFAS No. 153, therefore the adoption of this statement did not have a material effect on our results of operations.

In June 2005, the FASB issued Statement No. 154, “Accounting Changes and Error Corrections a Replacement of APB Opinion No. 20 and FASB Statement No. 3”, which changes the requirements for the accounting for and reporting of a change in accounting principle, and applies to all voluntary changes in accounting principle. This Statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless the change is required by a new pronouncement and the pronouncement states specific transition provisions. This Statement carries forward without change the guidance contained in Opinion 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. We are required to adopt this Statement for accounting changes and corrections of errors made during and after the first quarter of 2006. We do not expect the adoption of this statement to have a material effect on our results of operations.

Emerging Issues Task Force (“EITF”) Issue 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” was ratified by the FASB in June 2005. At issue is what rights held by the limited partner(s) preclude consolidation in circumstances in which the sole general partner would consolidate the limited partnership. The assessment of limited partners’ rights and their impact on the presumption of control of the limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We are required to adopt the provisions of EITF Issue 04-5 for the first quarter of 2006, and for the third quarter of 2005 for new or modified arrangements. We have not entered into or modified any such arrangements, and we do not expect the adoption of this EITF to have a material effect on our financial statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our interest rate risk management objective is to manage the effect of interest rate changes on earnings and cash flows. We look to manage interest rates through the use of a combination of fixed and variable rate debt. To achieve our objectives, we may borrow at a combination of fixed and variable rates, and may enter into derivative financial instruments such as interest rate swaps, caps and treasury locks in order to mitigate our interest rate risk on a related financial instrument. We only enter into derivative or interest rate transactions for hedging purposes, and not for trading purposes. We do not engage in speculative transactions.

On August 1, 2005, we amended and expanded our credit facility from $50 million to $150 million. The $150 million credit facility bears an annual interest rate of one month LIBOR plus 350 basis points. As of September 30, 2005, we had total outstanding borrowings of $25 million under the credit facility.

On September 12, 2005, we refinanced our secured facility loan. The previous $298 million (originally $330 million) secured facility loan due 2009 bore a fixed annual interest rate of 8.01%. The new $304 million (originally $312 million) secured facility loan due October 2007, with three one-year extensions, bears a floating annual interest rate of one month LIBOR plus 135 basis points. Also on September 12, 2005, we entered into a $15 million bridge loan due April 2006, with one six-month extension, that bears a floating annual interest rate of one month LIBOR plus 350 basis points.

In October 2005, we paid $0.3 million to enter into an interest rate cap agreement on our New Loan secured facility, effective October 10, 2005, with a term of 2 years. Under the interest rate cap agreement, the annual interest rate on the New Loan secured facility will not exceed 7.10%.

On April 2, 2004, we entered into an interest rate swap on our previous $298 million (originally $330 million) secured facility due 2009, effectively converting the interest the facility bears from a fixed rate to a floating rate. Under the swap, we received fixed-rate payments of 8.01% and paid floating rate payments based on a one month LIBOR plus 444 basis points on an initial $307 million notional amount. On September 12, 2005, we refinanced this debt and terminated the associated interest rate swap.

The table below provides information about our debt obligations that are sensitive to changes in interest rates. The table presents scheduled maturities and related weighted average interest rates by expected maturity dates. Weighted average interest rates are based on implied forward rates in the yield curve as of October 25, 2005.

Expected Maturity Date

($ in millions)

	2005			2006			2007			2008			2009			Thereafter			Total		Fair Value as of 9/30/05
Debt:
Fixed rate	$	1.2		$	4.9		$	5.3		$	257.9		$	212.9		$	787.5		$	1,269.7	$	1,364.6
Average interest rate		6.31	%		6.28	%		6.28	%		8.93	%		10.35	%		8.20	%
Variable rate	$	26.0		$	21.2		$	6.5		$	6.8		$	7.2		$	276.5		$	344.2	$	344.2
Average interest rate		7.12	%		7.44	%		6.14	%		6.23	%		6.30	%		6.37	%
Total debt																			$	1,613.9	$	1,708.8

As a result of our variable rate debt, we are exposed to market risks related to changes in interest rates. In the future, we intend to manage our interest rate exposure using a mix of fixed and floating interest rate debt. A change in one month LIBOR of 50 basis points would result in an increase or decrease in current annual interest expense of approximately $1.7 million.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and regulations, and that the information is accumulated and communicated to our management, including our chief executive officer and chief financial and chief accounting officer, as appropriate, to allow timely decisions regarding required disclosures based closely on the definition of “disclosure controls and procedures” in Rule 13a-1(c) of the Securities Exchange Act of 1934. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, we have investments in certain unconsolidated entities. As we do not control or manage these entities, our disclosure controls and procedures with respect to these entities are substantially more limited than those we maintain with respect to our consolidated subsidiaries.

As of September 30, 2005, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, our chief financial officer, and our chief accounting officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, we concluded that our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the three months ended September 30, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit No.	Description of Document
3.1	Second Articles of Amendment and Restatement of Incorporation of the Registrant (incorporated by reference to Exhibit 3.4 to our Registration Statement on Form S-11 (No. 333-4568), and filed with the Commission on July 24, 1996).
3.1.1	Articles of Amendment of Second Articles of Amendment and Restatement of Incorporation dated August 11, 2000 (incorporated by reference to Exhibit 3.1.1 to our annual report on Form 10-K for the year ended December 31, 2001, and filed with the Commission on March 6, 2002).
3.1.2	Articles of Amendment of Second Articles of Amendment and Restatement of Incorporation dated June 30, 2001 (incorporated by reference to Exhibit 3.1.2 to our annual report on Form 10-K for the year ended December 31, 2001, and filed with the Commission on March 6, 2002).
3.2	Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to our Registration Statement No. 333-66229, and filed with the Commission on October 28, 1998).
3.2.1	Amended and Restated By-laws of the Registrant dated and effective April 22, 2003 (incorporated by reference to Exhibit 3.2.1 to our quarterly report on Form 10-Q for the quarter ended March 31, 2003, and filed with the Commission on May 14, 2003).
3.2.2	Third Amended and Restated By-laws of the Registrant dated and effective December 14, 2004 (incorporated by reference to Exhibit 3.2.2 to our quarterly report on Form 10-Q for the quarter ended June 30, 2005, and filed with the Commission on August 5, 2005).
10.5.2	Non-Employee Directors’ Incentive Plan, as amended on May 26, 2005 (incorporated by reference to Exhibit 10.5.2 to our quarterly report on Form 10-Q for the quarter ended June 30, 2005, and filed with the Commission on August 5, 2005).
10.21*	Executive Employment Agreement, effective January 1, 2005, between MeriStar Hospitality Corporation, MeriStar Hospitality Operating Partnership, L.P. and Paul W. Whetsell (incorporated by reference to Exhibit 10.21 to our quarterly report on Form 10-Q for the quarter ended June 30, 2005, and filed with the Commission on August 5, 2005).
10.22	Loan Agreement, dated as of September 12, 2005, between various subsidiaries of MeriStar Hospitality Corporation and Lehman Brothers Bank, FSB and/or various co-lenders. **
10.23	Mezzanine Loan Agreement, dated September 12, 2005, between various subsidiaries of MeriStar Hospitality Corporation and Lehman Brothers Bank, FSB and/or various co-lenders. **
10.24	Loan Agreement, dated as of September 12, 2005, between various subsidiaries of MeriStar Hospitality Corporation and Lehman Brothers Bank, FSB and/or various co-lenders. **
10.25	Amended and Restated Senior Secured Credit Agreement, dated August 1, 2005, between subsidiaries of MeriStar Hospitality Corporation and Lehman Brothers, Inc. and various of its affiliates. **
13	Financial Statements of MeriStar Hospitality Operating Partnership, L.P. as of and for the three and nine months ended September 30, 2005. **
31.1	Sarbanes-Oxley Act Section 302 Certification of Chief Executive Officer. **
31.2	Sarbanes-Oxley Act Section 302 Certification of Chief Financial Officer. **
32.1	Sarbanes-Oxley Act Section 906 Certification of Chief Executive Officer. **
32.2	Sarbanes-Oxley Act Section 906 Certification of Chief Financial Officer. **
99.1	Consolidating Financial Information of MeriStar Hospitality Operating Partnership, L.P. **

* Indicates a management contract or compensatory plan or arrangement required to be filed pursuant to Item 14(c) of Form 10-Q.

** Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MERISTAR HOSPITALITY CORPORATION
By:	/s/ DONALD D. OLINGER
	Donald D. Olinger Executive Vice President and Chief Financial Officer MeriStar Hospitality Corporation

Dated: November 9, 2005

47

EX-10.22

EXHIBIT 10.22

LOAN AGREEMENT

Dated as of September 12, 2005

Between

THE PARTIES THAT ARE SIGNATORIES HERETO,

as Borrower

and

LEHMAN BROTHERS BANK, FSB,

individually and as Agent for one or more Co-Lenders,

as Lender

I.	DEFINITIONS; PRINCIPLES OF CONSTRUCTION		1
	Section 1.1	Definitions.	1
	Section 1.2	Principles of Construction.	29
II.	GENERAL TERMS		29
	Section 2.1	Loan Commitment; Disbursement to Borrower.	29
	2.1.1	Agreement to Lend and Borrow.	29
	2.1.2	Single Disbursement to Borrower.	30
	2.1.3	The Note, Security Instruments and Loan Documents.	30
	2.1.4	Use of Proceeds.	30
	Section 2.2	Interest; Loan Payments; Late Payment Charge.	30
	2.2.1	Payments.	30
	2.2.2	Interest Calculation.	31
	2.2.3	Eurodollar Rate Unascertainable; Illegality; Increased Costs.	32
	2.2.4	Payment on Maturity Date.	34
	2.2.5	Payments after Default.	34
	2.2.6	Late Payment Charge.	34
	2.2.7	Usury Savings.	35
	2.2.8	Indemnified Taxes.	35
	2.2.9	Replacement of Lenders.	36
	Section 2.3	Prepayments.	37
	2.3.1	Voluntary Prepayments.	37
	2.3.2	Mandatory Prepayments.	38
	2.3.3	Prepayments After Default.	38
	2.3.4	Making of Payments.	38
	2.3.5	Application of Prepayments.	38
	Section 2.4	Interest Rate Cap Agreement.	38
	Section 2.5	Release of Property.	41
	2.5.1	Release of Individual Property.	41
	2.5.2	Release on Payment in Full.	41
	Section 2.6	Substitution of Properties.	43
III.	CASH MANAGEMENT		51
	Section 3.1	Establishment of Accounts.	51
	Section 3.2	Deposits into Lockbox Account.	53

	Section 3.3	Account Name.	54
	Section 3.4	Eligible Accounts.	54
	Section 3.5	Permitted Investments.	54
	Section 3.6	The Initial Deposits.	55
	Section 3.7	Transfer To and Disbursements from the Lockbox Account.	55
	Section 3.8	Withdrawals From the Tax Account and the Insurance Premium Account.	56
	Section 3.9	Withdrawals from the Replacement Reserve Account.	56
	Section 3.10	Withdrawals from the Required Repair Account.	56
	Section 3.11	Withdrawals from the Debt Service Account.	57
	Section 3.12	Intentionally Deleted.	57
	Section 3.13	Intentionally Deleted.	57
	Section 3.14	Withdrawals from the Mezzanine Loan Account.	57
	Section 3.15	Withdrawals from the Ground Rent Account.	57
	Section 3.16	Withdrawals from the Borrower Expense Account.	57
	Section 3.17	Sole Dominion and Control.	57
	Section 3.18	Security Interest.	57
	Section 3.19	Rights on Default.	57
	Section 3.20	Financing Statement; Further Assurances.	58
	Section 3.21	Borrower’s Obligation Not Affected.	58
	Section 3.22	Payments Received Under this Agreement.	58
	Section 3.23	Interest Rate Cap Agreement Payments.	59
	Section 3.24	Lender Reliance.	59
IV.	REPRESENTATIONS AND WARRANTIES		59
	Section 4.1	Borrower Representations.	59
	4.1.1	Organization.	59
	4.1.2	Proceedings.	59
	4.1.3	No Conflicts.	60
	4.1.4	Litigation.	60
	4.1.5	Agreements.	60
	4.1.6	Solvency.	60
	4.1.7	Full and Accurate Disclosure.	61
	4.1.8	No Plan Assets.	61

ii

4.1.9	Compliance.	61
4.1.10	Financial Information.	62
4.1.11	Condemnation.	62
4.1.12	Federal Reserve Regulations.	62
4.1.13	Utilities and Public Access.	62
4.1.14	Not a Foreign Person.	62
4.1.15	Separate Lots.	63
4.1.16	Assessments.	63
4.1.17	Enforceability.	63
4.1.18	No Prior Assignment.	63
4.1.19	Insurance.	63
4.1.20	Use of Property.	63
4.1.21	Certificate of Occupancy; Licenses.	63
4.1.22	Flood Zone.	63
4.1.23	Physical Condition.	64
4.1.24	Boundaries.	64
4.1.25	Leases.	64
4.1.26	[Reserved]	65
4.1.27	[Reserved]	65
4.1.28	Filing and Recording Taxes.	65
4.1.29	Franchise Agreement.	65
4.1.30	Management Agreement.	65
4.1.31	Illegal Activity.	65
4.1.32	No Change in Facts or Circumstances; Disclosure.	66
4.1.33	Investment Company Act.	66
4.1.34	Principal Place of Business; State of Organization.	66
4.1.35	Single Purpose Entity.	66
4.1.36	Business Purposes.	71
4.1.37	Taxes.	72
4.1.38	Forfeiture.	72
4.1.39	Environmental Representations and Warranties.	72
4.1.40	Taxpayer Identification Number.	72
4.1.41	OFAC.	73

iii

	4.1.42	Ground Lease Representations.	73
	4.1.43	Deposit Accounts.	74
	4.1.44	Embargoed Person.	75
	4.1.45	Personal Property.	76
	4.1.46	Operating Lease.	76
	Section 4.2	Survival of Representations.	76
V.	BORROWER COVENANTS		76
	Section 5.1	Affirmative Covenants.	76
	5.1.1	Existence; Compliance with Legal Requirements.	76
	5.1.2	Taxes and Other Charges.	77
	5.1.3	Litigation.	78
	5.1.4	Access to Properties.	78
	5.1.5	Notice of Default.	78
	5.1.6	Cooperate in Legal Proceedings.	79
	5.1.7	Award and Insurance Benefits.	79
	5.1.8	Further Assurances.	79
	5.1.9	Mortgage and Intangible Taxes.	79
	5.1.10	Financial Reporting.	79
	5.1.11	Business and Operations.	82
	5.1.12	Costs of Enforcement.	82
	5.1.13	Estoppel Statement.	83
	5.1.14	Loan Proceeds.	84
	5.1.15	Performance by Borrower.	84
	5.1.16	Confirmation of Representations.	84
	5.1.17	Leasing Matters.	84
	5.1.18	Management Agreement.	86
	5.1.19	Environmental Covenants.	88
	5.1.20	Alterations.	89
	5.1.21	Franchise Agreement.	90
	5.1.22	The Ground Lease.	91
	5.1.23	OFAC.	93
	5.1.24	Operating Lease.	93
	5.1.25	Maintenance of Personal Property.	94

iv

	5.1.26	REIT Status.	95
	5.1.27	O&M Program.	95
	Section 5.2	Negative Covenants.	95
	5.2.1	Liens.	95
	5.2.2	Dissolution.	96
	5.2.3	Change In Business.	96
	5.2.4	Debt Cancellation.	96
	5.2.5	Zoning.	97
	5.2.6	No Joint Assessment.	97
	5.2.7	Name, Identity, Structure, or Principal Place of Business.	97
	5.2.8	ERISA.	97
	5.2.9	Affiliate Transactions.	98
	5.2.10	Transfers.	98
	5.2.11	Permitted Transfer.	101
	Section 5.3	REIT.	103
VI.	INSURANCE; CASUALTY; CONDEMNATION		103
	Section 6.1	Insurance.	103
	Section 6.2	Casualty.	109
	Section 6.3	Condemnation.	109
	Section 6.4	Restoration.	109
VII.	RESERVE FUNDS		114
	Section 7.1	Required Repair Funds.	114
	7.1.1	Required Repairs.	114
	7.1.2	Deposits.	114
	7.1.3	Release of Required Repair Funds.	114
	Section 7.2	Tax and Insurance Escrow Fund.	115
	Section 7.3	Replacements and Replacement Reserve.	116
	7.3.1	Replacement Reserve Fund.	116
	7.3.2	Disbursements from Replacement Reserve Account.	117
	7.3.3	Performance of Replacements.	118
	7.3.4	Balance in the Replacement Reserve Account.	119
	Section 7.4	Intentionally Deleted.	119
	Section 7.5	Intentionally Deleted.	119

v

	Section 7.6	Ground Lease Escrow Fund.	119
	Section 7.7	Reserve Funds, Generally.	120
	Section 7.8	Letters of Credit.	120
VIII.	DEFAULTS		121
	Section 8.1	Event of Default.	121
	Section 8.2	Remedies.	126
	Section 8.3	Remedies Cumulative; Waivers.	127
IX.	SPECIAL PROVISIONS		127
	Section 9.1	Sale of Notes and Securitization	127
	Section 9.2	Securitization Indemnification.	129
	Section 9.3	Servicer.	132
	Section 9.4	Exculpation.	132
	Section 9.5	Reserved.	134
	Section 9.6	Contributions and Waivers.	134
	Section 9.7	Syndication	138
	9.7.1	Syndication.	138
	9.7.2	Sale of Loan, Co-Lenders, Participations and Servicing.	138
	9.7.3	Cooperation in Syndication.	141
	9.7.4	Payment of Agent’s, and Co-Lender’s Expenses, Indemnity, etc. Borrower and Guarantor shall:	143
	9.7.5	Limitation of Liability.	145
	9.7.6	No Joint Venture.	145
	9.7.7	Voting Rights of Co-Lenders.	145
	Section 9.8	Reallocation of Loan Amounts.	145
X.	MISCELLANEOUS		146
	Section 10.1	Survival.	146
	Section 10.2	Lender’s Discretion.	146
	Section 10.3	Governing Law.	146
	Section 10.4	Modification, Waiver in Writing.	147
	Section 10.5	Delay Not a Waiver.	147
	Section 10.6	Notices.	147
	Section 10.7	Trial by Jury.	149
	Section 10.8	Headings.	149

vi

	Section 10.9	Severability.	149
	Section 10.10	Preferences.	149
	Section 10.11	Waiver of Notice.	149
	Section 10.12	Remedies of Borrower.	150
	Section 10.13	Expenses; Indemnity.	150
	Section 10.14	Schedules and Exhibits Incorporated.	151
	Section 10.15	Offsets, Counterclaims and Defenses.	152
	Section 10.16	No Joint Venture or Partnership; No Third Party Beneficiaries.	152
	Section 10.17	Publicity.	152
	Section 10.18	Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets.	152
	Section 10.19	Waiver of Counterclaim.	153
	Section 10.20	Conflict; Construction of Documents; Reliance.	153
	Section 10.21	Brokers and Financial Advisors.	154
	Section 10.22	Prior Agreements.	154
SCHEDULE I Properties - Allocated Loan Amounts
SCHEDULE II Rent Roll / Leases
SCHEDULE III Required Repairs - Deadlines For Completion
SCHEDULE IV Organizational Chart of Borrower
SCHEDULE V Scheduled Amortization Payments
SCHEDULE VI Ground Leases
SCHEDULE VII O&M Program Properties
SCHEDULE VIII Reserved
SCHEDULE IX Reserved
SCHEDULE X Franchise Agreement / Franchisor
SCHEDULE XI Management Agreement / Manager
SCHEDULE XII Operating Lease / Operating Tenant / Subordination and Attornment Agreement
SCHEDULE XIII Borrower’s Principal Place of Business / Organizational ID Number / Tax ID Number
EXHIBIT A Property Account Bank Property Account Agreement
EXHIBIT B Tenant Notice Letter
EXHIBIT C Form of Assignment of Interest Rate Cap
EXHIBIT D Credit Card Company Notice Letter

vii

LOAN AGREEMENT

THIS LOAN AGREEMENT, dated as of September     , 2005 (as amended, restated, replaced, supplemented, extended or otherwise modified from time to time, this “Agreement”), between LEHMAN BROTHERS BANK, FSB, a federal stock savings bank, having an address at 1000 West Street, Suite 200, Wilmington, Delaware 19801, individually and as Agent for one or more Co-Lenders (“Lender”) and the undersigned borrowers listed on the signature pages hereto, each of the foregoing having an office at 4501 N. Fairfax Drive, Suite 500, Arlington, Virginia 22203 (hereinafter referred to, individually and collectively, as the context may require, as a “Borrower” or “Borrowers”).

W I T N E S S E T H:

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).

NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions.

For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of not less than “AA-” (or the equivalent) by the Rating Agencies.

“Account Collateral” shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all “proceeds” (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing.

“Accounts” shall mean, collectively, the Property Account, the Post-Termination Property Account, the Tax Account, the Insurance Premium Account, the Required Repair Account, the Replacement Reserve Account, the Ground Rent Account, the Debt Service Account, the Borrower Expense Account, and the Lockbox Account and any other accounts established pursuant to the Loan Documents.

“Accounts Receivable” shall have the meaning set forth in Article 1 of the Security Instrument with respect to each Individual Property.

“ACM” shall have the meaning set forth in Section 5.1.27.

“Actual Amount” shall have the meaning set forth in the definition of “Replacement Reserve Monthly Deposit” in this Section 1.1.

“Additional Indemnified Liabilities” shall have the meaning set forth in Section 10.13(b) hereof.

“Adjusted Debt Service” shall mean, with respect to any particular period of time, the payments of principal and interest that would be due on the outstanding principal balance of the Loan assuming a loan constant equal to 8.558% for such period.

“Adjusted Prime Rate” shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus one percent (1%) per annum.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require.

“Affiliated Manager” shall mean any property manager which is an Affiliate of, or in which Borrower, Principal, or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

“Agent” shall have the meaning set forth in Section 9.7.2(d) hereof.

“Allocated Loan Amount” shall mean, for an Individual Property, the amount set forth on Schedule I attached hereto.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration Threshold Amount” shall have the meaning set forth in Section 5.1.20 hereof.

“Annual Budget” shall mean the operating budget, including all planned capital expenditures, for each Individual Property prepared by Borrower for the applicable Fiscal Year or other period.

“Applicable Contribution” shall have the meaning set forth in Section 9.6(f) hereof.

“Applicable Interest Rate” shall mean (A) from and including the date of this Agreement through October 8, 2005, an interest rate per annum equal to 5.08%; and (B) for each successive Interest Period through and including the date on which the Debt is paid in full, an interest rate

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per annum equal to (I) the Eurodollar Rate or (II) the Adjusted Prime Rate, if the Loan begins bearing interest at the Adjusted Prime Rate in accordance with the provisions of Section 2.2.3 hereof.

“Applicable Laws” shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders.

“Appraisal” shall mean an appraisal prepared in accordance with the requirements of FIRREA and USPAP, prepared by an independent third party appraiser holding an MAI designation, who is State licensed or State certified if required under the laws of the State where the applicable Individual Property is located, who meets the requirements of FIRREA and USPAP and who is otherwise reasonably satisfactory to Lender.

“Approved Accountant” shall mean a “Big Four” accounting firm, or other independent certified public accountant reasonably acceptable to Lender.

“Approved Annual Budget” shall have the meaning set forth in Section 5.1.10(d) hereof.

“Approved Capital Budget” shall mean a Capital Budget that has been approved by Lender.

“Approved Capital Budget Expenditure Amount” shall mean the annual amount budgeted to be spent for FF&E and other Replacements pursuant to the Approved Capital Budget; provided, however, that solely for purposes of the “Replacement Reserve Monthly Deposit” determination for Fiscal Years 2008, 2009 and 2010, if the annual amount budgeted to be spent for FF&E and other Replacements pursuant to the Approved Capital Budget is (A) greater than five percent (5%) of the annual Gross Income from Operations for each Individual Property, the “Approved Capital Budget Expenditure Amount” shall be deemed to equal five percent (5%) of the annual Gross Income from Operations for such Individual Property, and (B) equal to or less than five percent (5%) of the annual Gross Income from Operations for each Individual Property, the “Approved Capital Budget Expenditure Amount” shall be deemed to equal such annual amount budgeted to be spent for FF&E and other Replacements pursuant to the Approved Capital Budget.

“Approved Expenses” shall have the meaning set forth in Section 3.7(b)(ix) hereof.

“Assignment and Assumption” shall have the meaning set forth in Section 9.7.2 hereof.

“Assignment of Interest Rate Cap” shall mean that certain Collateral Assignment of Interest Rate Cap Agreement made by Borrower to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Leases” shall mean, with respect to each Individual Property, that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Assignment of Management Agreement” shall mean, with respect to each Individual Property, that certain Conditional Assignment and Subordination of Management Agreement and Management Fees dated the date hereof among Lender, Borrower, Operating Tenant and Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Security Agreement” shall mean, with respect to each Operating Lease, that certain assignment of security agreement dated the date hereof given by Borrower to Lender with respect to the related Operating Lease Security Agreement.

“Austin Borrower” shall mean CapStar AP Partners, L.P., a Delaware limited partnership, together with its successors and assigns.

“Austin Pledge Agreement” shall mean that certain Pledge and Security Agreement, dated the date hereof, given by the Austin Borrower to Lender with respect to the Austin Pledged Interests.

“Austin Pledged Interests” shall mean the twenty-four percent (24%) limited partnership interest owned by the Austin Borrower in the Philadelphia Fee Owner, and which has been pledged to Lender as additional security for the Loan.

“Austin Property” shall mean the Individual Property identified as property number      on Schedule I attached hereto.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of any Individual Property.

“Bankruptcy Code” shall mean Title 11 U.S.C. § 101 et seq., and the regulations adopted and promulgated pursuant thereto (as the same may be amended from time to time).

“Basic Carrying Costs” shall mean, with respect to each Individual Property, the sum of the following costs associated with such Individual Property for the relevant Fiscal Year or payment period: (i) Taxes and (ii) Insurance Premiums and (iii) if applicable to such Individual Property, Ground Rent.

“Benefit Amount” shall have the meaning set forth in Section 9.6(d) hereof.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and assigns.

“Borrower Expense Account” shall have the meaning set forth in Section 3.1(c)(x) hereof.

“Breakage Costs” shall have the meaning set forth in Section 2.2.3(d) hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

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“Business Party” shall have the meaning set forth in Section 4.1.35(aa) hereof.

“Capital Budget” shall have the meaning set forth in the Operating Lease.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements).

“Cash” shall mean coin or currency of the United States of America or immediately available federal funds, including such fund delivered by wire transfer.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Casualty Consultant” shall have the meaning set forth in Section 6.4(b)(iii) hereof.

“Casualty Retainage” shall have the meaning set forth in Section 6.4(b)(iv) hereof.

“Closing Date” shall mean the date of the funding of the Loan.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and all applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender” shall have the meaning set forth in Section 9.7.2(a) hereof.

“Co-Lending Agreement” shall mean the Co-Lending Agreement entered into between Lender, individually as a Co-Lender and as Agent and the other Co-Lenders in the event of a Syndication, as the same may be further supplemented, modified, amended or restated.

“Collateral” shall mean the Properties, the Accounts, the Reserve Funds, the Guaranty, the Personal Property, the Rents, the Account Collateral, the Austin Pledged Interests and all other real or personal property of Borrower or any Guarantor that is at any time pledged, mortgaged or otherwise given as security to Lender for the payment of the Debt under the Security Instruments, this Agreement or any other Loan Document.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Condemnation Proceeds” shall have the meaning set forth in Section 6.4(b) hereof.

“Contribution” shall have the meaning set forth in Section 9.6(a) hereof.

“Control” (and the correlative terms “controlled by” and “controlling”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of the business and affairs of the entity in question by reason of the ownership of beneficial interests, by contract or otherwise.

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“Counterparty” shall mean the issuer of the Interest Rate Cap Agreement.

“Creditors Rights Laws” shall mean with respect to any Person, any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, this Agreement, the Security Instruments or any other Loan Document, including, without limitation, all Reserve Fund Deposits.

“Debt Service” shall mean, with respect to any particular period of time, interest payments and all Scheduled Amortization Payments due under the Note for such period.

“Debt Service Account” shall have the meaning set forth in Section 3.1(c)(iii) hereof.

“Debt Service Coverage Ratio” shall mean a ratio in which:

(a) the numerator is the Net Operating Income for the 12 full calendar month period preceding the date of calculation as set forth in the financial statements required hereunder, adjusted for (i) assumed management fees of three percent (3%) of Gross Income from Operations and (ii) assumed Replacement Reserve Fund contributions equal to four percent (4%) of Gross Income from Operations; and

(b) the denominator is the greater of (i) the aggregate amount of Debt Service and Mezzanine Debt Service which would be due and payable for such period, and (ii) the aggregate amount of Adjusted Debt Service and Mezzanine Adjusted Debt Service which would be due and payable for such period.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would constitute an Event of Default.

“Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (a) the Maximum Legal Rate, or (b) five percent (5%) above the Applicable Interest Rate.

“Disclosure Document” shall have the meaning set forth in Section 9.2(a) hereof.

“Doubletree Albuquerque Property” shall mean the Individual Property identified as property number      on Schedule I attached hereto.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or State-chartered depository institution or trust company which complies with the definition of

- 6 -

Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or State chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a State chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R.§9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and State authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, insured by the Federal Deposit Insurance Corporation, (a) the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P, P-1 by Moody’s and F-1 by Fitch in the case of accounts in which funds are held for thirty (30) days or less, or (b) the long term unsecured debt obligations of which are rated at least AA by Fitch and S&P and Aa2 by Moody’s in the case of accounts in which funds are held for more than thirty (30) days.

“Embargoed Person” shall have the meaning set forth in Section 4.1.44 hereof.

“Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Environmental Law” shall mean any federal, State and local laws, statutes, ordinances, rules, regulations, and other legally enforceable standards, policies, government directives or requirements, as well as common law, related to the generation, manufacture, processing, use, treatment, storage, Release or handling of Hazardous Materials, that, apply to Borrower and Guarantor or any Property, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act and the Resource Conservation and Recovery Act.

“Environmental Liens” shall have the meaning set forth in Section 5.1.19(a) hereof.

“Environmental Reports” shall have the meaning set forth in Section 4.1.39 hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“Eurodollar Rate” shall mean, with respect to any Interest Period, an interest rate per annum equal to LIBOR plus 1.35% per annum.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall mean for each Payment Date, an amount equal to the difference between (a) the amount of funds on deposit in the Lockbox Account on the date immediately preceding such Payment Date (and if such day is not a Business Day then the preceding day which is a Business Day), less (b) the amounts disbursed on such date into the Ground Rent Account, the Tax Account, the Insurance Premium Account, the Debt Service Account, the Replacement Reserve Account, the Borrower Expense Account, and the Mezzanine Loan Account in accordance with Section 3.7 hereof.

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“Excess Expenditure Amount” shall have the meaning set forth in Section 7.3.1 hereof.

“Exchange Act” shall have the meaning set forth in Section 9.2(a) hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 9.2(a) hereof.

“Extended Maturity Date: shall have the meaning set forth in Section 2.2.1(c) hereof.

“Extension Fee” shall mean one-quarter percent (0.25%) of the original principal amount of the Loan.

“Extraordinary Expense” shall mean an operating expense or capital expenditure with respect to the Property that (i) is not set forth on the Approved Annual Budget and (ii) is not subject to payment by withdrawals from the Replacement Reserve Account or Required Repair Account. Borrower shall deliver promptly to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for the approval of Lender.

“Fee Estate” shall mean, with respect to any Ground Lease, the fee interest of the lessor under such Ground Lease in the Land and the Improvements demised under such Ground Lease.

“Fee Owner” shall mean, with respect to any Ground Lease, the owner of the lessor’s interest in such Ground Lease and the related Fee Estate.

“FF&E” shall mean, with respect to each Individual Property, furnishings, fixtures and equipment in the guest rooms, hallways, lobbies, restaurants, lounges, meeting and banquet rooms, parking facilities and other public areas and other items included in the term “FF&E” as defined in the Operating Lease.

“FF&E Limitation” shall have the meaning set forth in the Operating Lease.

“FF&E Note” shall have the meaning set forth in the Operating Lease.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as the same may be amended from time to time.

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Flood Insurance Act” shall have the meaning set forth in Section 6.1(a)(vii) hereof.

“Force Majeure Delay” shall mean any act of God or the elements, fire or other casualty, strike or other labor dispute, inability to obtain materials, failure of power or other necessary utilities, governmental pre-emption in a national emergency, riot, insurrection and war, or any other event or circumstance (excluding sufficiency of funds) which is beyond the reasonable control and not due to the fault or negligence of Borrower, which delays, prevents or prohibits Borrower’s Restoration of the Improvements for a period of at least three consecutive days;

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provided, however, that (i) no such cause or event shall be deemed to be a Force Majeure Delay unless Borrower shall have given Lender reasonably prompt written notice of such delay, and (ii) Borrower shall continue to make its monthly debt service, escrow and reserve payments pursuant to the terms of this Agreement, the Note and the other Loan Documents, notwithstanding the occurrence of such Force Majeure Delay.

“Franchise Agreement” shall mean those certain franchise agreements more specifically identified on Schedule X attached hereto.

“Franchisor” shall mean the franchisors with respect to the Franchise Agreement, as same is identified on Schedule X attached hereto.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Governmental Authority” shall mean any court, board, agency, commission, office, central bank or other authority of any nature whatsoever for any governmental unit (federal, State, county, district, municipal, city, country or otherwise) or quasi-governmental unit whether now or hereafter in existence having jurisdiction over all or any portion of an Individual Property, Borrower, Principal, Operating Tenant, Mezzanine Borrower, REIT or Guarantor.

“Gross Income from Operations” shall mean all income, computed in accordance with GAAP, derived from the ownership and operation of the Properties from whatever source, including, but not limited to, the Rents, utility charges, escalations, service fees or charges, license fees, parking fees, rent concessions or credits, and other required pass-throughs and but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, refunds and uncollectible accounts, sales of furniture, fixtures and equipment, Insurance Proceeds (other than business interruption or other loss of income insurance), Awards, security deposits, utility and other similar deposits, payments received under the Interest Rate Cap Agreement, interest on credit accounts, interest on the Reserve Funds, and any disbursements to Borrower from the Reserve Funds. Gross income shall not be diminished as a result of the Security Instruments or the creation of any intervening estate or interest in a Property or any part thereof.

“Ground Lease” shall mean, individually and collectively, as the context may require, each ground lease described on Schedule VI attached hereto and made a part hereof, if any, as such Schedule may be amended from time to time upon the release and/or substitution of an Individual Property .

“Ground Lease Escrow Fund” shall have the meaning set forth in Section 7.6 hereof.

“Ground Rent” shall have the meaning set forth in Section 7.6 hereof.

“Ground Rent Account” shall have the meaning set forth in Section 3.1(c)(vii) hereof.

“Guarantor” shall mean the Operating Partnership, jointly and severally, and any other entity guaranteeing any payment or performance obligation of Borrower.

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“Guaranty” shall mean that certain Guaranty of Recourse Obligations of Borrower, dated as of the date hereof, from Guarantor to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Hazardous Materials” shall mean any material or substance now or in the future defined or regulated as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant” or other words of similar import within the meaning of applicable Environmental Law, including; without limitation, petroleum and petroleum by-products, gasoline, diesel fuel and oil; radioactive materials; polychlorinated biphenyls (“PCBs”); lead and lead-based paint; asbestos or asbestos-containing materials in any form that is or could reasonably be expected to become friable; and mold that could reasonably be expected to adversely affect human health.

“Hilton Airport Grand Rapids Property” shall mean the Individual Property identified as property number      on Schedule I attached hereto.

“Improvements” shall have the meaning set forth in Article 1 of the related Security Instrument with respect to each Individual Property.

“Indebtedness” of a Person, at a particular date, shall mean the sum (without duplication) at such date of (a) all indebtedness or liability of such Person (including, without limitation, amounts for borrowed money); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (f) obligations secured by any Liens, whether or not the obligations have been assumed.

“Indemnified Liabilities” shall have the meaning set forth in Section 9.7.4(c) hereof.

“Indemnified Parties” shall mean Lender, any Affiliate of Lender who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan, any Person in whose name the encumbrance created by the Security Instruments is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan, the holders of any Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, members, employees, agents, representatives, Affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including but not limited to any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan or any Property, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and including, but not limited to, any successors by merger, consolidation or acquisition of all of Lender’s assets and business).

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“Indemnified Taxes” shall mean any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority.

“Indemnitee” shall have the meaning set forth in Section 9.7.4(c) hereof.

“Independent Director” shall have the meaning set forth in Section 4.1.35(aa) hereof.

“Individual Property” shall mean each parcel of real property, including any Release Property prior to its release or Substitute Property upon substitution, the Improvements thereon and all Personal Property owned by Borrower and encumbered by a Security Instrument, together with all rights pertaining to such Property and Improvements, as more particularly described in Article 1 of each Security Instrument and referred to therein as the “Property”.

“Information” shall have the meaning set forth in Section 9.7.3(b) hereof.

“Insolvency Opinion” shall mean, that certain bankruptcy non-consolidation opinion letter delivered by counsel for Borrower in connection with the Loan and approved by Lender or the Rating Agencies, as the case may be.

“Insurance Premium Account” shall have the meaning set forth in Section 3.1(c)(ii) hereof.

“Insurance Premiums” shall have the meaning set forth in Section 6.1(b) hereof.

“Insurance Proceeds” shall have the meaning set forth in Section 6.4(b) hereof.

“Interest Period” shall mean, in connection with the calculation of interest accrued with respect to any specified Payment Date, the period from and including the ninth (9th) day of the prior calendar month to and including the eighth (8th) day of the calendar month in which the applicable Payment Date occurs; provided, however, that with respect to the Payment Date occurring in October, 2005, the Interest Period shall be the period commencing on the Closing Date to and including October 8, 2005. Each Interest Period, except for the Interest Period ending October 8, 2005, shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap Agreement” shall mean the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto), between an Acceptable Counterparty and Borrower obtained by Borrower as and when required under Section 2.4 hereof. After delivery of a Replacement Interest Rate Cap Agreement to Lender, the term “Interest Rate Cap Agreement” shall be deemed to mean such Replacement Interest Rate Cap Agreement.

“Interest Shortfall” shall have the meaning set forth in Section 2.3.1(b) hereof.

“Inventory” shall mean “Inventories” as such term is defined in the Operating Lease.

“Investment Grade” shall mean a rating of BBB- or its equivalent by the Rating Agencies.

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“Investor” shall have the meaning set forth in Section 5.1.10(i) hereof.

“Leases” shall have the meaning set forth in Article 1 of the Security Instrument with respect to each Individual Property.

“Legal Requirements” shall mean, with respect to each Individual Property, all federal, State, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property or any part thereof, or the zoning, construction, use, alteration, occupancy or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.

“Lehman” shall have the meaning set forth in Section 9.2(b) hereof.

“Lehman Group” shall have the meaning set forth in Section 9.2(b) hereof.

“Lender” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and assigns.

“Letter of Credit” shall mean a clean, irrevocable, unconditional, transferable letter of credit payable on sight draft only, with an initial expiration date of not less than one (1) year and with automatic renewals for one (1) year periods, for which Borrower shall have no reimbursement obligation and which reimbursement obligation is not secured by the Property or any other property pledged to secure the Note, in favor of Lender and entitling Lender to draw thereon in New York, New York or in such other city as Lender may determine, issued by                          or another domestic bank or the U.S. agency or branch of a foreign bank, provided such other bank has a long-term unsecured debt rating at the time such letter of credit is delivered and throughout the term of such letter of credit, of not less than “AA” or “Aa2”, as applicable, as assigned by the Rating Agencies.

“Liabilities” shall have the meaning set forth in Section 9.2(b) hereof.

“LIBOR” shall mean, for the first Interest Period 3.73% per annum. For each Interest Period thereafter LIBOR shall mean the quoted offered rate for one-month United States dollar deposits with leading banks in the London interbank market that appears as of 11:00 a.m. (London time) on the related LIBOR Determination Date on the display page designated as Telerate Page 3750.

If, as of such time on any LIBOR Determination Date, no quotation is given on Telerate Page 3750, then the Lender shall establish LIBOR on such LIBOR Determination Date by requesting four Reference Banks meeting the criteria set forth herein to provide the quotation offered by its principal London office for making one-month United States dollar deposits with leading banks in the London interbank market as of 11:00 a.m., London time, on such LIBOR Determination Date.

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(i) If two or more Reference Banks provide such offered quotations, then LIBOR for the next Interest Period shall be the arithmetic mean of such offered quotations (rounded upward if necessary to the nearest whole multiple of 1/1,000%).

(ii) If only one or none of the Reference Banks provides such offered quotations, then LIBOR for the next Interest Period shall be the Reserve Rate.

(iii) If on any LIBOR Determination Date, Lender is required but is unable to determine LIBOR in the manner provided in paragraphs (i) and (ii) above, LIBOR for the next Interest Period shall be LIBOR as determined on the preceding LIBOR Determination Date.

The establishment of LIBOR on each LIBOR Determination Date by the Lender shall be final and binding.

“LIBOR Business Day” shall mean a day upon which United States dollar deposits may be dealt in on the London interbank markets and commercial banks and foreign exchange markets are open in London, England.

“LIBOR Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) LIBOR Business Days prior to the fifteenth (15th) calendar day of the month in which such Interest Period commenced.

“Licenses” shall have the meaning set forth in Section 4.1.21 hereof.

“Lien” shall mean, with respect to each Individual Property, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting Borrower, the related Individual Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“Loan” shall mean the loan made by Lender to Borrower pursuant to this Agreement and the other Loan Documents as the same may be amended or split pursuant to the terms hereof.

“Loan Documents” shall mean, collectively, this Agreement, the Note, the Security Instruments, the Assignments of Leases, the Environmental Indemnity, the Assignments of Management Agreement, the Guaranty, the Subordination and Attornment Agreement, the Assignment of Interest Rate Cap Agreement, the Assignment of Security Agreement, the Austin Pledge Agreement and all other documents executed and/or delivered in connection with the Loan.

“Lockbox Account” shall have the meaning set forth in Section 3.1(b) hereof.

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“Lockbox Bank” shall mean an Eligible Institution selected by Lender.

“Lockout Period” shall mean the period from the date hereof through and including April 9, 2007.

“Losses” shall mean any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement of whatever kind or nature (including but not limited to reasonable attorneys’ fees and other costs of defense).

“Major Lease” shall mean (i) any Lease which together with all other Leases to the same tenant and to all Affiliates of such tenant, (A) provides for rental income representing five percent (5%) or more of the annual hotel gross room revenues for any Individual Property, (B) covers more than 2,500 square feet of the total space at any Individual Property, in the aggregate, (C) provides for a lease term of more than ten (10) years including options to renew or (D) is with an Affiliate of Borrower and (ii) any instrument guaranteeing or providing credit support for any Major Lease and (iii) any Operating Lease.

“Management Agreement” shall mean, with respect to any Individual Property, the management agreement entered into by and between Operating Tenant and Manager, as more specifically identified on Schedule XI attached hereto, or, if the context requires, the Replacement Management Agreement executed in accordance with the terms and provisions of this Agreement.

“Manager” shall mean the manager with respect to the Management Agreements as more specifically identified on Schedule XI attached hereto or, if the context requires, a Qualified Manager who is managing the Properties or any Individual Property in accordance with the terms and provisions of this Agreement.

“Maturity Date” shall mean October 9, 2007, as such date may be extended pursuant to the terms hereof, or such other date on which the final payment of the principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or in the other Loan Documents, under the laws of such State or States whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Mezzanine Adjusted Debt Service” shall have the meaning ascribed to the term “Adjusted Debt Service” in the Mezzanine Loan Agreement.

“Mezzanine Borrower” shall mean MeriStar Mezzanine Borrower SPE, LLC, a Delaware limited liability company.

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“Mezzanine Debt Service” shall mean, with respect to any particular period of time, interest payments, [and scheduled amortization payments] due under the Mezzanine Note for such period.

“Mezzanine Default” shall have the meaning ascribed to the term “Default” in the Mezzanine Loan Agreement.

“Mezzanine Extension Option” shall have the meaning ascribed to the term “Extension Option” in the Mezzanine Loan Agreement.

“Mezzanine Lender” shall mean the owner and holder of the Mezzanine Loan.

“Mezzanine Loan” shall mean that certain loan made by Mezzanine Lender to Mezzanine Borrower on the date hereof pursuant to the Mezzanine Loan Agreement, as the same may be amended or split pursuant to the terms of the Mezzanine Loan Documents.

“Mezzanine Loan Account” shall have the meaning set forth in Section 3.1(c)(viii) hereof.

“Mezzanine Loan Agreement” shall mean that certain Loan Agreement (Mezzanine Loan), dated as of the date hereof between Mezzanine Borrower and Mezzanine Lender as the same may be modified, amended, extended or supplemented from time to time.

“Mezzanine Loan Documents” shall mean all documents or instruments evidencing, securing or guaranteeing the Mezzanine Loan, including without limitation, the Mezzanine Loan Agreement.

“Mezzanine Note” shall mean that certain Secured Promissory Note dated as of the date hereof given by Mezzanine Borrower to Mezzanine Lender in the principal amount of EIGHTY-ONE MILLION AND 00/100 DOLLARS ($81,000,000.00).

“Monthly Debt Service Payment Amount” shall mean the amount of interest and the Scheduled Amortization Payment due and payable on each Payment Date, pursuant to the Note and Section 2.2 hereof.

“Monthly Ground Rent Deposit” shall have the meaning set forth in Section 7.6 hereof.

“Monthly Insurance Premium Deposit” shall have the meaning set forth in Section 7.2 hereof.

“Monthly Mezzanine Debt Service Payment Amount” shall mean the monthly amount of interest [and scheduled amortization payments] due and payable pursuant to the Mezzanine Loan Agreement and the Mezzanine Note.

“Monthly Tax Deposit” shall have the meaning set forth in Section 7.2 hereof.

“Moody’s” shall mean Moody’s Investors Service, Inc.

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“Net Cash Flow” for any period shall mean the amount obtained by subtracting Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period.

“Net Cash Flow After Debt Service” for any period shall mean the amount obtained by subtracting Debt Service for such period from Net Cash Flow for such period.

“Net Cash Flow Schedule” shall have the meaning set forth in Section 5.1.10(b) hereof.

“Net Liquidation Proceeds After Debt Service” shall have the meaning set forth in the Mezzanine Loan Agreement.

“Net Operating Income” shall mean the amount obtained by subtracting Operating Expenses from Gross Income from Operations, excluding any payments received under any Interest Rate Cap Agreement.

“Net Proceeds” shall have the meaning set forth in Section 6.4(b) hereof.

“Net Proceeds Deficiency” shall have the meaning set forth in Section 6.4(b)(vi) hereof.

“Non-U.S. Entity” shall have the meaning set forth in Section 2.2.8 hereof.

“Note” shall mean that certain promissory note of even date herewith in the original principal amount of TWO HUNDRED THIRTY-ONE MILLION AND 00/100 DOLLARS ($231,000,000.00), made by Borrower in favor of Lender, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

“O&M Program” shall mean, with respect to each Individual Property listed on Schedule VII hereof, the asbestos operations and maintenance program developed by Borrower and approved by Lender, as the same may be amended, replaced, supplemented or otherwise modified from time to time.

“Obligations” shall mean Borrower’s obligation to pay the Debt and perform its obligations under the Note, this Agreement and the other Loan Documents.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by a Responsible Officer of Borrower.

“Operating Expenses” shall mean the total of all expenditures, computed in accordance with GAAP, of whatever kind relating to the operation, maintenance and management of the Properties that are incurred on a regular monthly or other periodic basis, including without limitation, utilities, ordinary repairs and maintenance, insurance premiums, license fees, property taxes and assessments, advertising and marketing expenses, franchise fees, management fees, payroll and related taxes, computer processing charges, operational equipment or other lease payments as approved by Lender, and other similar costs, but excluding depreciation, Debt Service, Capital Expenditures and contributions to the Reserve Funds.

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“Operating Lease” shall mean those certain operating leases between Borrower and Operating Tenant as more specifically set forth on Schedule XII attached hereto as the same may be modified, amended, supplemented or extended from time to time.

“Operating Lease Rent” shall mean “Rent” as defined in the Operating Lease.

“Operating Lease Security Agreement” shall mean, with respect to each Operating Lease, the Security Agreement (as defined in the Operating Lease) between Operating Tenant and Borrower with respect to Operating Tenant’s personal property and any FF&E transferred to Operating Tenant in accordance with Section 5.2.10(f) hereof and (ii) with respect to the Property Account and Gross Income from Operations, the security interest granted by Operating Tenant to Borrower in the Operating Lease.

“Operating Partnership” shall mean MeriStar Hospitality Operating Partnership L.P., a Delaware limited partnership.

“Operating Tenant” shall mean the tenants under the Operating Leases, as more specifically set forth on Schedule XII attached hereto.

“Other Charges” shall mean all Ground Rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Participant” shall have the meaning set forth in Section 9.7.2(i) hereof.

“Payment Date” shall mean the ninth (9^th) day of each calendar month during the term of the Loan or, if such day is not a Business Day, the immediately preceding Business Day.

“Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively, (a) the Liens and security interests created by the Loan Documents, (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policy relating to such Individual Property or any part thereof, (c) Liens, if any, for Taxes imposed by any Governmental Authority not yet delinquent, or which are being contested in good faith in accordance with Section 5.1.2 hereof, (d) all easements, restrictions, covenants, reservations and rights-of-way permitted pursuant to Section 5.2.10(g) hereof, (e) Permitted Equipment Financing, (f) Liens being contested in good faith in accordance with Section 5.2.1 hereof, and (g) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

“Permitted Equipment Financing” shall have the meaning set forth in Section 5.2.10(h) hereof.

“Permitted Investments” shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by Servicer, the trustee under any Securitization or any of their respective Affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Payment

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Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below:

(i) obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(ii) Federal Housing Administration debentures;

(iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(iv) federal funds, unsecured certificates of deposit, time deposits, bankers’ acceptances and repurchase agreements with maturities of not more than 365 days of any bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot

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vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(v) fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers’ acceptances with maturities of not more than 365 days and issued by, any bank or trust company, savings and loan association or savings bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(vi) debt obligations with maturities of not more than 365 days and at all times rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) in its highest long-term unsecured rating category; provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(vii) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365 days and that at all times is rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) in its highest short-term unsecured debt rating; provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal

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due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(viii) units of taxable money market funds, with maturities of not more than 365 days and which funds are regulated investment companies, seek to maintain a constant net asset value per share and invest solely in obligations backed by the full faith and credit of the United States, which funds have the highest rating available from each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) for money market funds; and

(ix) any other security, obligation or investment which has been approved as a Permitted Investment in writing by (a) Lender and (b) each Rating Agency, as evidenced by a written confirmation that the designation of such security, obligation or investment as a Permitted Investment will not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities by such Rating Agency;

provided, however, that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment.

“Permitted Transferee” shall have the meaning set forth in Section 5.2.11(a)(ii) hereof.

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, State, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Personal Property” shall have the meaning set forth in Article 1 of the Security Instrument with respect to each Individual Property.

“Philadelphia Fee Owner” shall mean BA Parkway Associates II, L.P., a Delaware limited partnership, together with its successors and assigns.

“Philadelphia Property” shall mean the Individual Property identified as property number      on Schedule I attached hereto.

“Physical Conditions Report” shall mean, with respect to each Individual Property, a structural engineering report prepared by a company satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in

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its sole discretion, which report shall, among other things, (a) confirm that such Individual Property and its use complies, in all material respects, with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and (b) include a copy of a final certificate of occupancy with respect to all Improvements on such Individual Property.

“Plan” shall mean an employee benefit plan (as defined in section 3(3) of ERISA) whether or not subject to ERISA or a plan or other arrangement within the meaning of section 4975 of the Code.

“Plan Assets” shall mean assets of a Plan within the meaning of section 29 C.F.R. section 2510.3-101 or similar law.

“Policies” shall have the meaning set forth in Section 6.1(b) hereof.

“Post-Termination Property Account” shall have the meaning set forth in Section 3.1(b) hereof.

“Post-Termination Property Account Agreement” shall have the meaning set forth in Section 3.1(b) hereof.

“Prepayment Date” shall have the meaning set forth in Section 2.3.1(a) hereof.

“Pre-Termination Property Account Agreement” shall have the meaning set forth in Section 3.1(a) hereof.

“Prime Rate” shall mean, on a particular date, a rate per annum equal to the rate of interest published in The Wall Street Journal as the “prime rate”, as in effect on such day, with any change in the prime rate resulting from a change in said prime rate to be effective as of the date of the relevant change in said prime rate; provided, however, that if more than one prime rate is published in The Wall Street Journal for a day, the average of the prime rates shall be used; provided, further, however, that the Prime Rate (or the average of the prime rates) will be rounded to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%. In the event that The Wall Street Journal should cease or temporarily interrupt publication, then the Prime Rate shall mean the daily average prime rate published in another business newspaper, or business section of a newspaper, of national standing chosen by Lender. If The Wall Street Journal resumes publication, the substitute index will immediately be replaced by the prime rate published in The Wall Street Journal. In the event that a prime rate is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index which is readily available to Borrower and verifiable by Borrower but is beyond the control of Lender. Lender shall give Borrower prompt written notice of its choice of a substitute index and when the change became effective. Such substitute index will also be rounded to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%. The determination of the Prime Rate by Lender shall be conclusive and binding absent manifest error.

“Principal” shall have the meaning set forth in Section 4.1.35 hereof, together with its successors and assigns.

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“Prior Financing” shall mean that certain mortgage loan made by Lehman Brothers Holdings Inc., d/b/a Lehman Capital, a division of Lehman Brothers Holdings Inc. to Borrower and certain affiliates of Borrower and being defeased in full on the Closing Date.

“Pro Rata Share of the Loan” shall have the meaning set forth in Section 9.7.2(a) hereof.

“Prohibited Person” shall mean any Person:

(a) listed in the Annex to, or otherwise subject to the provisions of, the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”);

(b) that is owned or controlled by, or acting for or on behalf of, any person or entity that is listed to the Annex to, or is otherwise subject to the provisions of, the Executive Order;

(c) with whom Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering law, including the Executive Order;

(d) who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(e) that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov.ofac/t11sdn.pdf or at any replacement website or other replacement official publication of such list; or

(f) who is an Affiliate of or affiliated with a Person listed above.

“Projections” shall have the meaning set forth in Section 9.7.3(b) hereof.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement.

“Property” shall mean, as the context may require, the Properties or an Individual Property.

“Property Account” shall have the meaning set forth in Section 3.1(a) hereof.

“Property Account Agreement” shall mean the Pre-Termination Property Account Agreement and the Post-Termination Property Account Agreement.

“Property Account Bank” shall mean Wells Fargo Bank, provided that it remains an Eligible Institution, and any successor Eligible Institution or other Eligible Institution selected by Borrower, subject to Lender’s approval.

“Provided Information” shall have the meaning set forth in Section 9.1(a) hereof.

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“Qualified Franchisor” shall mean (a) any nationally recognized franchisor under whose flag there are at least fifty (50) full-service hotels, exclusive of the Properties, and (b) prior to whose employment as franchisor of the Property (i) prior to the occurrence of a Securitization, such employment shall have been approved by Lender, in its reasonable discretion, and (ii) after the occurrence of a Securitization, Lender shall have received a Rating Confirmation.

“Qualified Insurer” shall have the meaning set forth in Section 6.1(b) hereof.

“Qualified Manager” shall mean a reputable and experienced professional management organization (a) which manages, together with its Affiliates, ten (10) full service hotels exclusive of the Properties totaling in the aggregate no less than 3,500 rooms and (b) prior to whose employment as manager of the Property (i) prior to the occurrence of a Securitization, such employment shall have been approved by Lender, in its reasonable discretion, and (ii) after the occurrence of a Securitization, Lender shall have received a Rating Confirmation.

“Qualified Transferee” shall mean any one of the following Persons:

(i) a pension fund, pension trust or pension account that (a) has total real estate assets of at least $1 Billion and (b) is managed by a Person who controls at least $1 Billion of real estate equity assets; or

(ii) a pension fund advisor who (a) immediately prior to such transfer, controls at least $1 Billion of real estate equity assets and (b) is acting on behalf of one or more pension funds that, in the aggregate, satisfy the requirements of clause (i) of this definition; or

(iii) an insurance company which is subject to supervision by the insurance commissioner, or a similar official or agency, of a state or territory of the United States (including the District of Columbia) (a) with a net worth, as of a date no more than six (6) months prior to the date of the transfer, of at least $500 Million and (b) who, immediately prior to such transfer, controls real estate equity assets of at least $1 Billion; or

(iv) a corporation organized under the banking laws of the United States or any state or territory of the United States (including the District of Columbia) (a) with a combined capital and surplus of at least $500 Million and (b) who, immediately prior to such transfer, controls real estate equity assets of at least $1 Billion; or

(v) any Person (a) with a long-term unsecured debt rating from the Rating Agencies of at least Investment Grade or (b) who (i) owns or operates at least ten (10) full service hotels exclusive of the Properties totaling in the aggregate no less than 3,500 rooms, (ii) has a net worth, as of a date no more than six (6) months prior to the date of such transfer, of at least $500 Million and (iii) immediately prior to such transfer, controls real estate equity assets of at least $1 Billion.

“Quality Assurance Reports” shall mean any quality assurance reports of inspection or compliance from a Franchisor under a Franchise Agreement with respect to any Individual Property.

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“Rating Agencies” shall mean each of S&P, Moody’s, and Fitch, and any other nationally-recognized statistical rating agency which has been approved by Lender and has rated the Securities.

“Rating Confirmation” means each of the Rating Agencies which have assigned ratings to any Securities shall have confirmed in writing that the occurrence of the event with respect to which such Rating Confirmation is sought shall not result in a downgrade, qualification or withdrawal of, the then current ratings assigned to the Securities in connection with a Securitization. In the event that no Securities are outstanding or the Loan is not part of a Securitization, any action that would otherwise require a Rating Confirmation shall require the consent of the Lender.

“Real Estate Investment Trust” shall have the meaning set forth in Section 5.1.26 hereof.

“Reference Bank” shall mean a leading bank engaged in transactions in Eurodollar deposits in the international Eurocurrency market that has an established place of business in London. If any such Reference Bank should be removed from the Telerate Page 3750 or in any other way fail to meet the qualifications of a Reference Bank, Lender may designate alternative Reference Banks meeting the criteria specified above.

“Register” shall have the meaning set forth in Section 9.7.2(h) hereof.

“Registration Statement” shall have the meaning set forth in Section 9.2(b) hereof.

“Reimbursement Contribution” shall have the meaning set forth in Section 9.6(c) hereof.

“REIT” shall mean MeriStar Hospitality Corporation, a Maryland corporation, together with its successors and permitted assigns.

“REIT Rules” shall have the meaning set forth in Section 5.1.26 hereof.

“Release of Hazardous Materials” shall mean any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, or disposing of Hazardous Materials into the environment.

“Release Price” shall mean, for each Individual Property released from the Lien of a Security Instrument pursuant to Section 2.5 hereof, (i) prior to the Payment Date occurring in [October], 2006, provided that the aggregate Allocated Loan Amounts of all Individual Properties released pursuant to Section 2.5 hereof (including the Individual Property which is the subject of the release) does not exceed ten percent (10%) of the original principal amount of the Loan, one hundred five percent (105%) of the Allocated Loan Amount for such Individual Property, and (ii) on or after the earlier to occur of (a) the Payment Date occurring in [October], 2006 and (b) the date on which the aggregate Allocated Loan Amounts of all Individual Properties released pursuant to Section 2.5 hereof (including the Individual Property which is the subject of the release) would exceed ten percent (10%) of the original principal amount of the Loan, one hundred twenty percent (120%) of the Allocated Loan Amount for such Individual Property.

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“Release Property” shall have the meaning set forth in Section 2.6 hereof.

“Release Property Transferor” shall have the meaning set forth in Section 2.5.1(h) hereof.

“REMIC Trust” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Note.

“Renewal Lease” shall have the meaning set forth in Section 5.1.17(a) hereof.

“Rents” shall have the meaning set forth in Article 1 of the Security Instrument with respect to each Individual Property.

“Replacement Franchise Agreement” shall mean, collectively, (a) either (i) a franchise agreement with a Qualified Franchisor substantially in the same form and substance as the Franchise Agreement, or (ii) a franchise agreement with a Qualified Franchisor, which franchise agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that (A) after the occurrence of a Securitization, Borrower obtain a Rating Confirmation with respect to such franchise agreement; and (B) a “comfort letter” reasonably satisfactory in form and substance to Lender, be executed and delivered by the Qualified Franchisor to Lender.

“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially identical to the Interest Rate Cap Agreement.

“Replacement Management Agreement” shall mean, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that (A) after the occurrence of a Securitization, Borrower obtain a Rating Confirmation with respect to such management agreement; (B) a conditional assignment of management agreement substantially in the form of the Assignment of Management Agreement (or such other form acceptable to Lender), be executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense and (C) after the occurrence of a Securitization, if such replacement manager is an Affiliated Manager, Borrower shall have delivered, or cause to be delivered, to Lender, an updated Insolvency Opinion acceptable to Lender with respect to such Affiliated Manager.

“Replacement Operating Lease” shall have the meaning set forth in Section 5.1.24(d) hereof.

“Replacement Reserve Account” shall have the meaning set forth in Section 3.1(c)(iv) hereof.

“Replacement Reserve Fund” shall have the meaning set forth in Section 7.3.1 hereof.

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“Replacement Reserve Monthly Deposit” shall mean the positive number obtained by subtracting:

(i) the actual amount spent by Borrower for FF&E and other Replacements for the calendar month (the “Subject Month”) which is two (2) months prior to the month in which the applicable Replacement Reserve Monthly Deposit is due and payable (such amount actually spent by Borrower hereinafter referred to as the “Actual Amount”); from

(ii) (A) if the Approved Capital Budget Expenditure Amount is equal to or less than the Required Expenditure Amount, one twelfth of the Required Expenditure Amount; or (B) if the Approved Capital Budget Expenditure Amount is greater than the Required Expenditure Amount, the amount budgeted to be spent in the Subject Month pursuant to the Approved Capital Budget.

Lender shall determine at the beginning of each Fiscal Year which calculation in clause (ii) above shall be applicable for such Fiscal Year and such calculation shall be used to determine the Replacement Reserve Monthly Deposit for such Fiscal Year.

“Replacements” shall have the meaning set forth in Section 7.3.1 hereof.

“Required Expenditure Amount” shall mean the greater of (a) an amount equal to four percent (4%) of the annual Gross Income from Operations for each Individual Property, (b) the annual amounts required under the applicable Operating Lease for FF&E and other Replacements for each Individual Property, if any, (c) the annual amounts required under the applicable Management Agreement for FF&E and other Replacements for each Individual Property, if any, and (d) the annual amounts required under the applicable Franchise Agreement for FF&E and other Replacements for each Individual Property, if any (including, without limitation, any FF&E, Replacements or other improvements required pursuant to any property improvement plans required by the Franchisor for each Individual Property).

“Required Repair Account” shall have the meaning set forth in Section 3.1(c)(v) hereof.

“Required Repair Fund” shall have the meaning set forth in Section 7.1.1 hereof.

“Required Repairs” shall have the meaning set forth in Section 7.1.1 hereof.

“Reserve Fund Deposits” shall mean the amounts to be deposited into the Reserve Funds for any given month or at any other time as provided in this Agreement or in the other Loan Documents.

“Reserve Funds” shall mean the Tax and Insurance Escrow Fund, the Replacement Reserve Fund, the Required Repair Fund, the Ground Lease Escrow Fund or any other escrow or reserve fund established by the Loan Documents.

“Reserve Rate” shall mean the rate per annum which Lender determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 1/1,000%) of the one-month United States dollar lending rates that at least three major New York City banks selected by Lender are quoting, at 11:00 a.m. (New York time) on the relevant LIBOR Determination Date, to the principal London offices of at least two of the Reference Banks, or (ii) in the event that at least two such rates are not obtained, the lowest one-month United States dollar lending rate which New York City banks selected by Lender are quoting as of 11:00 a.m. (New York time) on such LIBOR Determination Date to leading European banks.

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“Responsible Officer” means with respect to a Person, the chairman of the board, president, chief operating officer, chief financial officer, treasurer or vice president-finance or the equivalent of such Person.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“Restricted Party” shall mean Borrower, Principal, Mezzanine Borrower, any Guarantor, or any Affiliated Manager or any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of, Borrower, Principal, Mezzanine Borrower, any Guarantor, any Affiliated Manager or any non-member manager.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, transfer or pledge of a direct or indirect legal or beneficial interest.

“Scheduled Amortization Payments” shall mean the amount of principal set forth on Schedule V hereto to be paid on each Payment Date.

“Securities” shall have the meaning set forth in Section 9.1 hereof.

“Securitization” shall have the meaning set forth in Section 9.1 hereof.

“Securities Act” shall have the meaning set forth in Section 9.2(a) hereof.

“Security Instrument” shall mean, with respect to each Individual Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt, as applicable) and Security Agreement, executed and delivered by Borrower, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Servicer” shall have the meaning set forth in Section 9.3 hereof.

“Servicing Agreement” shall have the meaning set forth in Section 9.3 hereof.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(c) hereof.

“Spread Maintenance Premium” means, with respect to any repayment of the outstanding principal amount of the Loan prior to the end of the Lockout Period, a payment to Lender in an amount equal to the sum of the present value of each future installment of interest that would be payable under the Note on the outstanding principal amount of the Loan from the date of such prepayment through, but including, the end of the Lockout Period assuming an interest rate equal to the Eurodollar Rate Margin, discounted at an interest rate per annum equal to the LIBOR then in effect which such premium is payable for instruments having a maturity coterminous with the end of the Lockout Period.

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“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Strike Rate” shall mean 5.75%.

“Subject Month” shall have the meaning set forth in the definition of “Replacement Reserve Monthly Deposit” in this Section 1.1.

“Subordination and Attornment Agreement” means the subordination and attornment agreement dated the date hereof between Lender and Operating Tenant as more specifically described on Schedule XII attached hereto.

“Substitute Allocated Loan Amount” shall have the meaning set forth in Section 2.6(k) hereof.

“Substitute Property” shall have the meaning set forth in Section 2.6 hereof.

“Survey” shall mean, with respect to an Individual Property, a survey prepared by a surveyor licensed in the State where such Individual Property is located and reasonably satisfactory to Lender and the company or companies issuing the Title Insurance Policies, and containing a certification of such surveyor reasonably satisfactory to Lender or an update or certificate of no change with respect to the same, reasonably satisfactory to Lender.

“Syndication” shall have the meaning set forth in Section 9.7.2(a) hereof.

“Tax Account” shall have the meaning set forth in Section 3.1(c)(i) hereof.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“Telerate Page 3750” means the display designated as page 3750 on the Dow Jones Telerate Service (or such other page as may replace page 3750 on that service or such other service as may be nominated by the British Bankers-Association as the information vendor for the purposes of displaying British Bankers-Association Interest Settlement Rates for U.S. dollar deposits).

“Termination Event” shall have the meaning set forth in Section 3.1(b) hereof.

“Terrorism Insurance” shall have the meaning set forth in Section 6.1(b) hereof.

“Terrorism Insurance Cap” shall have the meaning set forth in Section 6.1(b) hereof.

“Threshold Amount” shall have the meaning set forth in Section 6.4(a) hereof.

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“Title Insurance Policy” shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form reasonably acceptable to Lender (or, if an Individual Property is located in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and reasonably acceptable to Lender) issued with respect to such Individual Property and insuring the lien of the Security Instrument encumbering such Individual Property.

“Trade Payables” shall have the meaning set forth in Section 4.1.35(g) hereof.

“Transfer” shall have the meaning set forth in Section 5.2.10(a) hereof.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State in which an Individual Property is located.

“Underwriter Group” shall have the meaning set forth in Section 9.2(b) hereof.

“U.S. Obligations” shall mean direct non-callable obligations of the United States of America.

“USPAP” shall mean the Uniform Standard of Professional Appraisal Practice.

“Working Day” shall mean any day on which dealings in foreign currencies and exchange are carried on in London, England and in New York, New York.

Section 1.2 Principles of Construction.

All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined. All covenants, representations, terms and conditions contained in this Agreement applicable to (i) Borrower shall be deemed to apply to each Borrower, individually, (ii) Property or Properties shall be deemed to apply to each Individual Property individually, (iii) Operating Tenant shall be deemed to apply to each Operating Tenant individually, and (iv) Operating Lease shall be deemed to apply to each Operating Lease individually.

II. GENERAL TERMS

Section 2.1 Loan Commitment; Disbursement to Borrower.

2.1.1 Agreement to Lend and Borrow.

Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make and Borrower hereby agrees to accept the Loan on the Closing Date.

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2.1.2 Single Disbursement to Borrower.

Borrower may request and receive only one borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Note, Security Instruments and Loan Documents.

The Loan shall be evidenced by the Note and secured by the Security Instruments, the Assignments of Leases and the other Loan Documents.

2.1.4 Use of Proceeds.

Borrower shall use the proceeds of the Loan to (a) repay and discharge any existing loans relating to the Properties, (b) pay all past-due Basic Carrying Costs, if any, with respect to the Properties, (c) make deposits into the Reserve Funds on the Closing Date in the amounts provided herein or in the other Loan Documents, (d) pay costs and expenses incurred in connection with the closing of the Loan, as approved by Lender, and (e) fund any working capital requirements of the Properties. The balance, if any, shall be distributed to Borrower.

Section 2.2 Interest; Loan Payments; Late Payment Charge.

2.2.1 Payments.

(a) Interest. Interest on the outstanding principal balance of the Loan shall accrue from the Closing Date to the end of the Interest Period in which the Maturity Date occurs at the Applicable Interest Rate. Monthly installments of interest only shall be paid on each Payment Date commencing on November 9, 2005 and on each subsequent Payment Date thereafter up to and including the Maturity Date for the Interest Period in which such Payment Date or Maturity Date occurs. Interest on the outstanding principal amount of the Loan for the period through and including October 8, 2005 shall be paid by Borrower on the Closing Date. The outstanding principal balance of the Loan together with all accrued and unpaid interest thereon shall be due and payable on the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)).

(b) Principal. The Scheduled Amortization Payments shall be paid on November 9, 2005 and on each subsequent Payment Date thereafter.

(c) Extension of the Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the initial Maturity Date for three (3) successive terms (each, an “Extension Option”) of one (1) year each (each, an “Extension Period”) to (x) the Payment Date occurring in October, 2008, (y) the Payment Date occurring in October, 2009 and (z) the Payment Date occurring in October, 2010 (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:

(i) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the date that the applicable Extension Period is commenced;

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(ii) Borrower shall notify Lender of its irrevocable election to extend the Maturity Date as aforesaid not earlier than one hundred twenty (120) days and no later than sixty (60) days prior to the then applicable Maturity Date;

(iii) Borrower shall obtain and deliver to Lender prior to exercise of such Extension Option, one or more Replacement Interest Rate Cap Agreements, which Replacement Interest Rate Cap Agreements shall be effective commencing on the first day of such Extension Option and shall have a maturity date not earlier than the next succeeding Extended Maturity Date;

(iv) in connection with each Extension Option, Borrower shall have delivered to Lender together with its notice pursuant to subsection (c)(ii) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate except to the extent such representations and warranties are matters which by their nature can no longer be true and correct (i) as a result of the passage of time or (ii) as a result of changes permitted hereunder or otherwise approved in writing by Lender;

(v) in connection with the exercise of the second and third Extension Option, Borrower shall have paid to Lender the Extension Fee; no Extension Fee shall be due in connection with the First Extension Option; and

(vi) the Mezzanine Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mezzanine Loan Agreement.

(d) All references in this Agreement and in the other Loan Documents to the Maturity Date shall mean the applicable Extended Maturity Date in the event the applicable Extension Option is exercised.

(e) All payments and other amounts due under the Note, this Agreement and the other Loan Documents shall be made without any setoff, defense or irrespective of, and without deduction for, counterclaims.

2.2.2 Interest Calculation.

Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate equal to the Applicable Interest Rate divided by three hundred sixty (360) by (c) the outstanding principal balance on the first day of the applicable Interest Period.

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2.2.3 Eurodollar Rate Unascertainable; Illegality; Increased Costs.

(a) (i) In the event that Lender shall have determined (which determination shall be in Lender’s reasonable judgment and shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, and reasonable means do not exist for ascertaining LIBOR, then Lender shall forthwith give notice by telephone of such determination, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period, with a written confirmation of such determination promptly thereafter. If such notice is given, the Loan shall bear interest at the Adjusted Prime Rate beginning on the first day of the next succeeding Interest Period.

(ii) If, pursuant to the terms of this Section 2.2.3, Loan is bearing interest at the Adjusted Prime Rate and Lender shall determine (which determination shall be in Lender’s reasonable judgment and shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower by telephone of such determination, confirmed in writing, to Borrower as soon as reasonably practical, but in no event later than one (1) Business Day prior to the last day of the then current Interest Period. If such notice is given, the Loan shall bear interest at the Eurodollar Rate beginning on the first day of the next succeeding Interest Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to have the Loan bear interest at either the Eurodollar Rate or the Adjusted Prime Rate.

(b) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender or any Co-Lender in good faith to make or maintain the portion of the Loan bearing interest at the Eurodollar Rate, (I) the obligation of Lender or such Co-Lender hereunder to make the Loan bearing interest at the Eurodollar Rate shall be canceled forthwith and (II) the Loan shall automatically bear interest at the Adjusted Prime Rate on the next succeeding Payment Date or within such earlier period as required by Applicable Law. Borrower hereby agrees promptly to pay Lender or any Co-Lender (within ten (10) days of Lender’s or any Co-Lender’s written demand therefor), any additional amounts necessary to compensate Lender or any Co-Lender for any reasonable costs incurred by Lender or such Co-Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender or such Co-Lender to lenders of funds obtained by it in order to make or maintain the Loan hereunder. Upon written demand from Borrower, Lender or the applicable Co-Lender shall demonstrate in reasonable detail the circumstances giving rise to Lender’s or such Co-Lender’s determination and the calculation substantiating the Adjusted Prime Rate and any additional costs incurred by Lender or such Co-Lender in making the conversion. Lender’s or Co-Lender’s written notice of such costs, as certified to Borrower, shall be conclusive absent manifest error.

(c) In the event that any change in any requirement of any Applicable Law or in the interpretation or application thereof, or compliance in good faith by Lender or any Co-Lender with any request or directive (whether or not having the force of law)

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hereafter issued from any Governmental Authority which is generally applicable to all Lenders subject to such Governmental Authority’s jurisdiction:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender or any Co-Lender which is not otherwise included in the determination of LIBOR hereunder;

(ii) shall, if the Loan is then bearing interest at the Eurodollar Rate, hereafter have the effect of reducing the rate of return on Lender’s or any Co-Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender or any Co-Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s or any Co-Lender’s policies with respect to capital adequacy) by any amount deemed by Lender or any Co-Lender to be material; or

(iii) shall, if the Loan is then bearing interest at the Eurodollar Rate, hereafter impose on Lender or any Co-Lender any other condition, the result of which is to increase the cost to Lender or such Co-Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such case, Borrower shall promptly pay Lender or such Co-Lender (within ten (10) days of Lender’s or such Co-Lender’s written demand therefor), any additional amounts necessary to compensate Lender or such Co-Lender for such additional cost or reduced amount receivable which Lender or such Co-Lender reasonably deems to be material. If Lender or any Co-Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(c), Lender and such Co-Lender shall provide Borrower with written notice specifying in reasonable detail the event or circumstance by reason of which it has become so entitled and the additional amount required to fully compensate Lender and such Co-Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender or such Co-Lender to Borrower shall be conclusive absent manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under the Note, this Agreement and the other Loan Documents.

(d) Borrower agrees to indemnify Lender and the Co-Lenders and to hold Lender and the Co-Lenders harmless from any loss or expense which Lender or any Co-Lender sustains or incurs as a consequence of (I) any default by Borrower in payment of the principal of or interest on the Loan while bearing interest at the Eurodollar Rate, including, without limitation, any such loss or expense arising from interest or fees payable by Lender or any Co-Lenders to lenders of funds obtained by it in order to maintain the Eurodollar Rate, (II) any prepayment (whether voluntary or mandatory) of the Loan on a day that is not the day immediately following the last day of an Interest Period with respect thereto, including, without limitation, such loss or expense arising from interest or fees payable by Lender or any Co-Lender to lenders of funds obtained by

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it in order to maintain the Eurodollar Rate hereunder and (III) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate from the Eurodollar Rate to the Adjusted Prime Rate with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the Eurodollar Rate on a date other than the day immediately following the last day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender or any Co-Lender to lenders of funds obtained by it in order to maintain the Eurodollar Rate hereunder (the amounts referred to in clauses (I), (II) and (III) are herein referred to collectively as the “Breakage Costs”). This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

2.2.4 Payment on Maturity Date.

Borrower shall pay to Lender on the Maturity Date the outstanding principal balance, all accrued and unpaid interest thereon, and all other amounts due hereunder and under the Note, the Security Instruments and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the Maturity Date.

2.2.5 Payments after Default.

Upon the occurrence and during the continuance of an Event of Default, (a) interest on the outstanding principal balance of the Loan and, to the extent permitted by Applicable Law, overdue interest and other amounts due in respect of the Loan, shall accrue at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein and (b) Lender shall be entitled to receive and Borrower shall pay to Lender on each Payment Date an amount equal to the Net Cash Flow After Debt Service for the prior month, such amount to be applied by Lender to the payment of the Debt in such order as Lender shall determine in its sole discretion, including, without limitation, alternating applications thereof between interest and principal. Interest at the Default Rate and Net Cash Flow After Debt Service shall both be computed from the occurrence of the Default which gave rise to the Event of Default until the actual receipt and collection of the Debt (or that portion thereof that is then due). To the extent permitted by Applicable Law, interest at the Default Rate shall be added to the Debt, shall itself accrue interest at the same rate as the Loan and shall be secured by the Security Instruments. This paragraph shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default; the acceptance of any payment of Net Cash Flow After Debt Service shall not be deemed to cure or constitute a waiver of any Event of Default; and Lender retains its rights under the Note to accelerate and to continue to demand payment of the Debt upon the happening of any Event of Default, despite any payment of Net Cash Flow After Debt Service.

2.2.6 Late Payment Charge.

If any principal, interest or any other sums due under the Loan Documents is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender within three (3) Business

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Days after demand an amount equal to the lesser of four percent (4%) of such unpaid sum or the maximum amount permitted by Applicable Law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Security Instruments and the other Loan Documents to the extent permitted by Applicable Law.

2.2.7 Usury Savings.

This Agreement and the Note are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.8 Indemnified Taxes.

(a) All payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, Indemnified Taxes, excluding (i) Indemnified Taxes measured by Lender’s or any Co-Lender’s net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Lender or any Co-Lender is resident or organized, or any political subdivision thereof, (ii) taxes measured by Lender’s or any Co-Lender’s overall net income, and franchise taxes imposed on it, by the jurisdiction of Lender’s or such Co-Lender’s applicable lending office or any political subdivision thereof or in which Lender or such Co-Lender is resident or engaged in business, and (iii) withholding taxes imposed by the United States of America, any state, commonwealth, protectorate territory or any political subdivision or taxing authority thereof or therein as a result of the failure of Lender or any Co-Lender which is a Non-U.S. Entity to comply with the terms of paragraph (b) below. If any non excluded Indemnified Taxes are required to be withheld from any amounts payable to Lender or any Co-Lender hereunder, the amounts so payable to Lender or such Co-Lender shall be increased to the extent necessary to yield to Lender or such Co-Lender (after payment of all non excluded Indemnified Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any non excluded Indemnified Tax is payable pursuant to Applicable Law by Borrower, Borrower shall send to Lender or the applicable Co-Lender an original official receipt showing payment of such non excluded Indemnified Tax or other evidence of payment reasonably satisfactory to Lender or the applicable Co-Lender. Borrower hereby indemnifies Lender

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and each Co-Lender for any incremental taxes, interest or penalties that may become payable by Lender or any Co-Lender which may result from any failure by Borrower to pay any such non excluded Indemnified Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender or any Co-Lender the required receipts or other required documentary evidence.

(b) In the event that Lender or any Co-Lender or any successor and/or assign of Lender or any Co-Lender is not incorporated under the laws of the United States of America or a state thereof (a “Non-U.S. Entity”) Lender and such Co-Lender agrees that, prior to the first date on which any payment is due from such entity hereunder, it will deliver to Borrower two duly completed copies of United States Internal Revenue Service Form W 8BEN or W 8ECI or successor applicable form, as the case may be, certifying in each case that such entity is entitled to receive payments under the Note, without deduction or withholding of any United States federal income taxes. Each entity required to deliver to Borrower a Form W 8BEN or W 8ECI pursuant to the preceding sentence further undertakes to deliver to Borrower two further copies of such forms, or successor applicable forms, or other manner of certification, as the case may be, on or before the date that any such form expires (which, in the case of the Form W 8ECI, is the last day of each U.S. taxable year of the Non-U.S. Entity) or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to Borrower, and such other extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W 8BEN or W 8ECI that such entity is entitled to receive payments under the Note without deduction or withholding of any United States federal income taxes, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such entity from duly completing and delivering any such form with respect to it and such entity advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

2.2.9 Replacement of Lenders.

Borrower shall be permitted to replace any Co-Lender that (i) requests reimbursement for amounts owing pursuant to Section 2.2.3 or 2.2.8 or (ii) defaults in its obligation to make Loans hereunder, with a replacement financial institution, provided that (A) such replacement does not conflict with any Applicable Law, (B) no Event of Default shall have occurred and be continuing at the time of such replacement, (C) the replacement financial institution shall purchase, at par, such Co-Lender’s Pro Rate Share of the Loan and pay all other amounts owing to such replaced Co-Lender under this Agreement and the other Loan Documents on or prior to the date of replacement, (E) the Borrower shall be liable to such replaced Co-Lender under Section 2.2.3(d) if the Loan owing to such replaced Co-Lender shall be purchased other than on the last day of the Interest Period relating thereto, (F) the replacement financial institution, if not already a Co-Lender, shall be reasonably satisfactory to Lender, (G) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.2.3 or 2.2.8, as the case may be, and (I) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Lender or any Co-Lender shall have against the replaced Co-Lender.

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Section 2.3 Prepayments.

2.3.1 Voluntary Prepayments.

On any Payment Date, Borrower may, at its option, prepay the Loan in whole or in part, upon satisfaction of the following conditions:

(a) Borrower shall provide prior written notice to Lender (which notice shall be irrevocable) specifying the date (the “Prepayment Date”) upon which the prepayment is to be made, which notice shall be delivered to Lender not less than twenty (20) Business Days prior to such payment;

(b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (ii) if such prepayment is not made on a Payment Date, all accrued and unpaid interest on the amount of principal being prepaid through and including the Prepayment Date, together with all interest on the principal amount being prepaid which would have accrued from the Prepayment Date through and including the immediately succeeding Payment Date, in each case calculated at the Applicable Interest Rate for the Interest Period in which the prepayment occurs (the “Interest Shortfall”), (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), (iv) if such prepayment occurs prior to the expiration of the Lockout Period, an amount equal to the Spread Maintenance Premium, and (v) all other sums then due under this Agreement, the Note or the other Loan Documents;

(c) each prepayment shall be in an aggregate principal amount of $1,000,000.00 or any integral multiple of $100,000.00 in excess thereof; and

(d) Mezzanine Borrower shall have simultaneously with such prepayment made a pro rata prepayment of the Mezzanine Loan.

If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date. Notwithstanding the foregoing, Borrower shall be permitted the right to rescind and revoke or postpone its notice of prepayment given in accordance with this Section 2.3.1, provided that (i) a written notice of such rescission and revocation or postponement is received by Lender no later than three (3) Business Days prior to the date of prepayment indicated by Borrower and (ii) Borrower pays Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of such notice of prepayment and its rescission, revocation or postponement.

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2.3.2 Mandatory Prepayments.

On the next occurring Payment Date following the date on which Borrower actually receives any Net Proceeds, if and to the extent Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of an Individual Property, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds. Such prepayment shall be applied, first, to interest on the outstanding principal balance of the Loan that would have accrued at the Applicable Interest Rate on the amount prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, and then to all other amounts then due to Lender under this Agreement or any of the other Loan Documents and then to the outstanding principal balance of the Loan.

2.3.3 Prepayments After Default.

If, following an Event of Default, Borrower tenders payment of all or any part of the Debt, or if all or any portion of the Debt is recovered by Lender after such Event of Default, such tender or recovery shall be deemed a voluntary prepayment hereunder and Borrower shall pay, in addition to the Debt, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid, (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (ii), (iv) if such payment occurs prior to the expiration of the Lockout Period, an amount equal to the Spread Maintenance Premium, and (v) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial or total prepayment.

2.3.4 Making of Payments.

Each payment by Borrower hereunder or under the Note shall be made in funds settled through the New York Clearing House Interbank Payments System or other funds immediately available to Lender by 12:00 p.m., New York City time, on or prior to the date such payment is due, to Lender by deposit to such account as Lender may designate by written notice to Borrower. Whenever any payment hereunder or under the Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the first Business Day succeeding such scheduled due date.

2.3.5 Application of Prepayments.

All prepayments received pursuant to this Section 2.3 and Section 2.5 shall be applied first, to interest on the outstanding principal balance being prepaid that accrued through and including the Prepayment Date, second, to interest on the outstanding principal balance being prepaid that would have accrued through the end of the Interest Period in which the prepayment occurred, and if applicable, through the end of the Succeeding Interest Period, notwithstanding that such Interest Period or Succeeding Interest Period extends beyond the date of prepayment, and third, to the payments of principal due under the Loan in the inverse order of maturity.

Section 2.4 Interest Rate Cap Agreement.

(a) Borrower shall obtain, or cause to be obtained, and shall thereafter maintain in effect, an Interest Rate Cap Agreement with an Acceptable Counterparty,

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which shall be coterminous with the Loan and have a notional amount which shall not at any time be less than the outstanding principal balance of the Loan and the Mezzanine Loan and which shall at all times have a strike rate equal to the Strike Rate. The Interest Rate Cap Agreement shall be written on the then current standard ISDA documentation, and shall provide for interest periods and calculations consistent with the payment terms of this Agreement. The Counterparty shall be obligated under the Interest Rate Cap Agreement to make monthly payments equal to the excess of one (1) month LIBOR over the Strike Rate, calculated on the notional amount. The notional amount of the Interest Rate Cap Agreement may be reduced from time to time in amounts equal to any prepayment of the principal of the Loan in accordance with Sections 2.3 and 2.5 hereof.

(b) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement substantially in the form annexed hereto as Exhibit C, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement (and any related guarantee, if any) and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and notify the Counterparty of such collateral assignment (either in such Interest Rate Cap Agreement or by separate instrument). Borrower shall cause the Counterparty to agree in writing to make all payments it is required to make under the Interest Rate Cap Agreement directly to the Lockbox Account or if the Lockbox Account is not then required to be in effect, into such account as specified by Lender. At such time as the Loan is repaid in full, all of Lender’s right, title and interest in the Interest Rate Cap Agreement shall terminate and Lender shall promptly execute and deliver at Borrower’s sole cost and expense, such documents as may be required to evidence Lender’s release of the Interest Rate Cap Agreement and to notify the Counterparty of such release.

(c) Borrower shall comply with all of its material obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement shall be deposited immediately into the Lockbox Account or if the Lockbox Account is not then required to be in effect, into such account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder.

(d) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty below “AA-” (or the equivalent) by the Rating Agencies, Borrower shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement with an Acceptable Counterparty not later than thirty (30) Business Days following receipt of notice from Lender or Servicer of such downgrade, withdrawal or qualification.

(e) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or any Replacement Interest Cap Agreement as and when required hereunder, Lender may purchase such Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was paid by Lender until such cost is paid by Borrower to Lender.

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(f) Each Interest Rate Cap Agreement shall contain the following language or its equivalent: “In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty below “AA-” (or the equivalent) by the Rating Agencies, the Counterparty must, within 30 Business Days, either (x) post collateral on terms acceptable to each Rating Agency or (y) find a replacement Acceptable Counterparty, at the Counterparty’s sole cost and expense, acceptable to each Rating Agency (notwithstanding the foregoing, if the Counterparty’s rating is downgraded to “A” or lower, only the option described in clause (y) will be acceptable); provided that, notwithstanding such a downgrade, withdrawal or qualification, unless and until the Counterparty transfers the Interest Rate Cap Agreement to a replacement Acceptable Counterparty pursuant to the foregoing clause (y), the Counterparty will continue to perform its obligations under the Interest Rate Cap Agreement. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Master Agreement, with the Counterparty as the Affected Party.”

(g) In connection with an Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion of counsel from counsel for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:

(1) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap Agreement;

(2) the execution and delivery of the Interest Rate Cap Agreement by the Counterparty, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; and

(3) all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Interest Rate Cap Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance.

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Section 2.5 Release of Property.

2.5.1 Release of Individual Property.

Provided no Event of Default has occurred and is continuing, unless such Event of Default relates solely to an Individual Property and such Event of Default would be cured by the release of such Individual Property, Borrower may obtain the release of an Individual Property from the Lien of the Security Instrument thereon (and related Loan Documents) and the release of Borrower’s obligations under the Loan Documents with respect to such Individual Property (other than those expressly stated to survive), but only upon the satisfaction of each of the following conditions:

(a) Borrower shall provide Lender with at least twenty (20) days but no more than ninety (90) days prior written notice of its request to obtain a release of the Individual Property;

(b) Borrower shall have delivered to Lender evidence that would be satisfactory to a prudent institutional mortgage loan lender that (i) Mezzanine Borrower has complied with all of the terms and conditions set forth in Section 2.5.1 of the Mezzanine Loan Agreement in all material respects, with respect to a release of the security interest corresponding to the release requested pursuant to this Section 2.5.1 and (ii) Mezzanine Lender has delivered (or is simultaneously delivering) such release to Mezzanine Borrower;

(c) Lender shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid, (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), (iv) if such release occurs prior to the expiration of the Lockout Period, an amount equal to the Spread Maintenance Premium; notwithstanding the foregoing, no Spread Maintenance Premium shall be due in connection with such release if such release occurs prior to the Payment Date occurring in [October], 2006 and the aggregate Allocated Loan Amounts of all Individual Properties released pursuant to this Section 2.5 (including the Individual Property that is the subject of the release) does not exceed ten percent (10%) of the original principal balance of the Loan, and (v) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;

(d) Borrower shall submit to Lender, not less than twenty (20) days prior to the date of such release, a release of Lien (and related Loan Documents) for such Individual Property for execution by Lender. Such release shall be in a form appropriate in each State in which the Individual Property is located and shall contain standard provisions, if any, protecting the rights of the releasing lender. In addition, Borrower shall provide all other documents and affidavits that may be required by Applicable Law in connection with such release, together with an Officer’s Certificate certifying that (i) such documentation is in compliance with all applicable Legal Requirements, and (ii) the

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release will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released);

(e) After giving effect to such release, Lender shall have determined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Security Instruments shall be at least equal to the greater of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date, and (ii) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property; if the conditions set forth in this clause (e) are not satisfied at the time of the proposed release, Borrower may satisfy such conditions by prepaying, in accordance with the requirements of Section 2.3.1 hereof, an amount of principal sufficient to cause each of the required Debt Service Coverage Ratios set forth in this clause (e) to be satisfied; notwithstanding the foregoing, if the Individual Property proposed to be released is either the Doubletree Albuquerque Property or the Hilton Airport Grand Rapids Property, and such release occurs prior to the Payment Date occurring in [October], 2006, the conditions of this clause (e) do not have to be satisfied as a condition to such release;

(f) After giving effect to such release, Lender shall have determined that the aggregate Operating Lease Rents for the immediately preceding twelve (12) month period for the Properties then remaining subject to the Liens of the Security Instruments shall be sufficient to cover the Adjusted Debt Service, Mezzanine Adjusted Debt Service, deposits to the Reserve Funds and all other amounts scheduled to become due and payable hereunder and under the Mezzanine Loan Agreement during the next succeeding twelve (12) month period; if the conditions set forth in this clause (f) are not satisfied at the time of the proposed release, Borrower may satisfy such conditions by prepaying, in accordance with the requirements of Section 2.3.1 hereof, an amount of principal sufficient to cause the conditions set forth in this clause (f) to be satisfied;

(g) Lender shall have received evidence that would be satisfactory to a prudent institutional mortgage loan lender that the Individual Property to be released shall be conveyed to a Person other than Borrower or Principal;

(h) If the Operating Tenant with respect to the Operating Lease for the Individual Property to be released is also the Operating Tenant with respect to an Operating Lease for any Individual Property that shall remain subject to the Lien of a Security Instrument, then the Operating Lease for the Property to be released shall have been terminated, and, after giving effect to such release, the Borrower that owned such Individual Property prior thereto (the “Release Property Transferor”) is the owner of an Individual Property that remains encumbered by the Lien of the Security Instruments, Borrower shall deliver an estoppel certificate from the Operating Tenant in form that would be satisfactory to a prudent institutional mortgage loan lender stating that the Operating Lease has been terminated and that the Operating Tenant has released the Release Property Transferor from all liability and obligation to the Operating Tenant in connection with the Operating Lease and that the Release Property Transferor has no

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liability for the payment of any termination payments or any other payments due to the Operating Tenant and no further liability or obligation in connection with said Operating Lease;

(i) Lender shall have received payment of all Lender’s costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property from the lien of the related Security Instrument and the review and approval of the documents and information required to be delivered in connection therewith; and

(j) If the Individual Property to be released is the Philadelphia Property, in addition to the above, Lender shall have received evidence that would be satisfactory to a prudent institutional mortgage loan lender that the Austin Pledged Interests shall be conveyed to a Person other than Borrower or Principal.

2.5.2 Release on Payment in Full.

Lender shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Security Instrument on each Individual Property not theretofore released and remit any remaining Reserve Funds to Mezzanine Lender if the Mezzanine Loan is still outstanding or Borrower if the Mezzanine Loan has been paid in full.

Section 2.6 Substitution of Properties.

Subject to the terms of this Section 2.6, Borrower may obtain, from time to time, a release of one or more Individual Properties, provided that the aggregate Allocated Loan Amounts of all the Individual Properties released under this Section 2.6 (including the Individual Property that is the subject of the release), does not exceed 25% of the original principal amount of the Loan, from the Lien of the related Security Instrument (and the related Loan Documents) (each, a “Release Property”) by substituting therefor another hotel property of substantially similar kind and quality acquired by Borrower or an Affiliate of Borrower (individually, a “Substitute Property” and collectively, the “Substitute Properties”) (provided, however, if the Substitute Property shall be owned by an Affiliate of Borrower said Affiliate (i) shall be wholly owned, directly, by Mezzanine Borrower, (ii) shall assume all the obligations of Borrower under this Agreement, the Note and the other Loan Documents and (iii) shall become a party to the Note and the other Loan Documents and shall be bound by the terms and provisions thereof as if it had executed the Note and the other Loan Documents and shall have the rights and obligations of Borrower thereunder), provided that the following conditions precedent are satisfied:

(a) Lender shall have received at least thirty (30) days prior written notice requesting the substitution and identifying the Substitute Property and Release Property.

(b) Borrower shall have delivered to Lender evidence that would be satisfactory to a prudent institutional mortgage loan lender that (i) Mezzanine Borrower and any Affiliate of Borrower that owns the Substitute Property have complied with all of the terms and conditions set forth in Section 2.6 of the Mezzanine Loan Agreement in all

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material respects with respect to a release and substitution of the security interest corresponding to the release and substitution requested pursuant to this Section 2.6 and (ii) if required under the Mezzanine Loan Agreement, Mezzanine Lender has delivered (or is simultaneously delivering) such release to Mezzanine Borrower.

(c) If the applicable Borrower continues to own an Individual Property subject to the Lien of a Security Instrument, Lender shall have received (i) a copy of a deed conveying all of Borrower’s right, title and interest in and to the Release Property to a Person other than Borrower or Principal pursuant to an arms length transaction and (ii) a letter from Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records for the county in which the Release Property is located.

(d) If the Operating Tenant with respect to the Operating Lease for the Release Property is also the Operating Tenant with respect to an Operating Lease for any Individual Property that shall remain subject to the Lien of a Security Instrument, then the Operating Lease for the Release Property shall have been terminated, and, after giving effect to such Release, the Release Property Transferor is the owner of an Individual Property that remains encumbered by the Lien of the Security Instruments, an estoppel certificate from the Operating Tenant in form that would be satisfactory to a prudent institutional mortgage loan lender stating that the Operating Lease has been terminated and that the Operating Tenant has released the Release Property Transferor from all liability for the payment of any and all termination payments or any other payments due to the Operating Tenant pursuant to the terms of the Operating Lease and that the Release Property Transferor has no further liability or obligation in connection with said Operating Lease.

(e) Evidence of the qualification and good standing of the related Borrower and Operating Tenant (and the principals, if necessary) in the state where the Substitute Property is located.

(f) A certified copy of (i) the Operating Lease for the Substitute Property between the related Borrower and Operating Tenant or (ii) an amendment to the Operating Lease to include the Substitute Property, in either case in a form and substance which would be satisfactory to a prudent institutional mortgage loan lender, together with a Subordination and Attornment Agreement and an Assignment of Security Agreement with respect to such Operating Lease.

(g) Lender shall have received a current Appraisal of the Substitute Property prepared within one hundred eighty (180) days prior to the release and substitution showing an appraised value equal to or greater than the appraised value of the Release Property as of the Closing Date.

(h) Lender shall have received a certificate of Borrower certifying, together with other evidence that would be satisfactory to a prudent institutional mortgage loan lender that, after the substitution of a Substitute Property and the release of the Release Property, (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months

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immediately preceding the date of the substitution with respect to all Properties remaining subject to the lien of the Security Instruments after the substitution shall be equal to or greater than (A) Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date and (B) Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the substitution (including the Release Property and excluding the Substitute Property) and (ii) the Debt Service Coverage Ratio for the twelve (12) months immediately preceding the substitution with respect to the Substitute Property is equal or greater than the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date with respect to the Release Property. If the conditions set forth in this clause (h) are not satisfied at the time of the proposed release and substitution, Borrower may satisfy such conditions by prepaying, in accordance with the requirements of Section 2.3.1 hereof, an amount of principal sufficient to cause each of the required Debt Service Coverage Ratios set forth in this clause (h) to be satisfied.

(i) If the Loan is part of a Securitization, Lender shall have received a Rating Confirmation with respect to such release and substitution. If the Loan is not part of a Securitization, Lender shall have consented in writing to such release and substitution, which consent shall be given in Lender’s reasonable discretion applying the requirements of a prudent institutional mortgage loan lender with respect to real estate collateral of similar size, scope and value of the Substitute Property.

(j) No Event of Default shall have occurred and be continuing and Borrower shall be in compliance in all material respects with all terms and conditions set forth in this Agreement and in each other Loan Document on Borrower’s part to be observed or performed. Lender shall have received a certificate from Borrower confirming the foregoing, stating that the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of the release and substitution with respect to Borrower, the Properties and the Substitute Property and containing any other representations and warranties with respect to Borrower, the Properties, the Substitute Property or the Loan as (i) Lender, if a Securitization has not occurred, or (ii) the Rating Agencies, if a Securitization has occurred, may require, unless such certificate would be inaccurate, such certificate to be in form and substance satisfactory to Lender or the Rating Agencies, as applicable.

(k) Borrower shall (A) have executed, acknowledged and delivered to Lender (I) a Security Instrument, an Assignment of Leases and Rents and two UCC-1 Financing Statements with respect to the Substitute Property, together with a letter from Borrower countersigned by a title insurance company acknowledging receipt of such Security Instrument, Assignment of Leases and Rents and UCC-1 Financing Statements and agreeing to record or file, as applicable, such Security Instrument, Assignment of Leases and Rents and one of the UCC-1 Financing Statements in the real estate records for the county in which the Substitute Property is located and to file one of the UCC-1 Financing Statements in the office of the Secretary of State (or other central filing office) of the State in which the Substitute Property is located, so as to effectively create upon such recording and filing valid and enforceable first priority Liens upon the Substitute Property, in favor of Lender (or such other trustee as may be desired under local law),

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subject only to the Permitted Encumbrances and such other Liens as are permitted pursuant to the Loan Documents, (II) all other applicable Loan Documents, and (III) an Environmental Indemnity with respect to the Substitute Property from Guarantor and the related Borrower and (B) have caused Guarantor to acknowledge and confirm its obligations under the Loan Documents. The Security Instrument, Assignment of Leases and Rents, UCC-1 Financing Statements and Environmental Indemnity shall be the same in form and substance as the counterparts of such documents executed and delivered with respect to the related Release Property subject to modifications reflecting only the Substitute Property as the Individual Property and such modifications reflecting the laws of the State in which the Substitute Property is located. The Security Instrument encumbering the Substitute Property shall secure all amounts then outstanding under the Note, provided that in the event that the jurisdiction in which the Substitute Property is located imposes a mortgage recording, intangibles or similar tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such tax payable, the principal amount secured by such Security Instrument shall be equal to one hundred twenty-five percent (125%) of the Allocated Loan Amount for the Substitute Property. The amount of the Loan allocated to the Substitute Property (such amount being hereinafter referred to as the “Substitute Allocated Loan Amount”) shall equal the Allocated Loan Amount of the related Release Property.

(l) Lender shall have received (A) to the extent available, any “tie-in” or similar endorsement, together with a “first loss” endorsement, to each Title Insurance Policy insuring the Lien of the existing Security Instruments as of the date of the substitution with respect to the Title Insurance Policy insuring the Lien of the Security Instrument with respect to the Substitute Property and (B) a Title Insurance Policy (or a marked, signed and redated commitment to issue such Title Insurance Policy) insuring the Lien of the Security Instrument encumbering the Substitute Property, issued by the title company that issued the Title Insurance Policies insuring the Lien of the existing Security Instruments and dated as of the date of the substitution, with reinsurance and direct access agreements that replace such agreements issued in connection with the Title Insurance Policy insuring the Lien of the Security Instrument encumbering the Release Property. The Title Insurance Policy issued with respect to the Substitute Property shall (1) provide coverage in the amount of the Substitute Allocated Loan Amount if the “tie-in” or similar endorsement described above is available or, if such endorsement is not available, in an amount equal to one hundred twenty-five percent (125%) of the Substitute Allocated Loan Amount, together with “last dollar endorsement,” (2) insure Lender that the relevant Security Instrument creates a valid first lien on the Substitute Property encumbered thereby, free and clear of all exceptions from coverage other than Permitted Encumbrances and standard exceptions and exclusions from coverage (as modified by the terms of any endorsements), (3) contain such endorsements and affirmative coverages as are then available and are contained in the Title Insurance Policies insuring the Liens of the existing Security Instruments, and such other endorsements or affirmative coverage that a prudent institutional mortgage lender would require, and (4) name Lender as the insured. Lender also shall have received copies of paid receipts or other evidence showing that all premiums in respect of such endorsements and Title Insurance Policies have been paid.

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(m) Lender shall have received a current or updated Survey for each Substitute Property, certified to the title company and Lender and its successors and assigns, in the same form and having the same content as the certification of the Survey of the Release Property prepared by a professional land surveyor licensed in the State in which the Substitute Property is located and acceptable to the Rating Agencies in accordance with the 1999 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. Such Survey shall reflect the same legal description contained in the Title Insurance Policy relating to such Substitute Property and shall include, among other things, a metes and bounds description of the real property comprising part of such Substitute Property (unless such real property has been satisfactorily designated by lot number on a recorded plat). The surveyor’s seal shall be affixed to each Survey and each Survey shall certify whether or not the surveyed property is located in a “one-hundred-year flood hazard area.”

(n) Lender shall have received valid certificates of insurance indicating that the requirements for the policies of insurance required for an Individual Property hereunder have been satisfied with respect to the Substitute Property and evidence of the payment of all Insurance Premiums payable for the existing policy period.

(o) Lender shall have received a Phase I environmental report dated not more than one hundred eighty (180) days prior to the proposed date of substitution and otherwise acceptable to a prudent institutional mortgage loan lender and, if warranted by the findings of the Phase I environmental report, a Phase II environmental report that would be acceptable to a prudent institutional mortgage loan lender, which concludes that the Substitute Property (i) does not contain any Hazardous Materials in contravention of Environmental Law in any material respect and (ii) is not subject to any significant risk of contamination from any off site Hazardous Materials in contravention of Environmental Law in any material respect.

(p) Borrower shall deliver or cause to be delivered to Lender (A) updates or, if the Substitute Property is to be owned by an Affiliate of Borrower, originals, in either case certified by Borrower or such Affiliate, as applicable, of all organizational documentation related to Borrower or such Affiliate, as applicable, and/or the formation, structure, existence, good standing and/or qualification to do business delivered to Lender on the Closing Date; (B) good standing certificates, certificates of qualification to do business in the jurisdiction in which the Substitute Property is located (if required in such jurisdiction); and (C) resolutions of Borrower or such Affiliate, as applicable, authorizing the substitution and any actions taken in connection with such substitution.

(q) Lender shall have received the following opinions of Borrower’s counsel: (A) an enforceability opinion or opinions of counsel admitted to practice under the laws of the State in which the Substitute Property is located in form and substance substantially similar to the enforceability opinions delivered to Lender on the Closing Date; (B) a due-execution, delivery and authority opinion of counsel acceptable to the Rating Agencies if the Loan is part of a Securitization, or Lender if the Loan is not part of a Securitization, in form and substance substantially similar to the due-execution, delivery and authority opinions delivered to Lender on the Closing Date; (C) an update of

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the Insolvency Opinion indicating that the substitution does not affect the opinions set forth therein; (D) if the Loan is part of a Securitization, an opinion of counsel acceptable to the Rating Agencies that the substitution does not constitute a “significant modification” of the Loan under Section 1001 of the Code or otherwise cause a tax to be imposed on a “prohibited transaction” by any REMIC Trust.

(r) Borrower shall (i) have paid, (ii) have escrowed with Lender or (iii) be contesting in accordance with the terms hereof, all Basic Carrying Costs relating to each of the Properties (excluding the Release Property) and the Substitute Property, including without limitation, (A) accrued but unpaid Insurance Premiums relating to each of the Properties (excluding the Release Property) and the Substitute Property, and (B) currently due and payable Taxes (including any in arrears) relating to each of the Properties and the Substitute Property and (C) currently due and payable Other Charges relating to each of the Properties (excluding the Release Property) and Substitute Property.

(s) Borrower shall have paid or reimbursed Lender for all costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the release and substitution and Borrower shall have paid all recording charges, filing fees, taxes or other expenses (including, without limitation, title insurance premiums, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the substitution. Borrower shall have paid all costs and expenses of the Rating Agencies incurred in connection with the substitution.

(t) Lender shall have received annual operating statements and occupancy statements for the Substitute Property for the most current completed fiscal year and a current operating statement for the Release Property, each certified by Borrower to Lender as being true and correct in all material respects and a certificate from Borrower certifying that there has been no material adverse change in the financial condition of the Substitute Property since the date of such operating statements.

(u) Borrower shall have delivered to Lender estoppel certificates from all tenants under Major Leases at the Substitute Property. All such estoppel certificates shall be substantially in the form approved by Lender in connection with the origination of the Loan or such other form approved by Lender, such approval not to be unreasonably withheld, and shall indicate that (1) the subject Lease is a valid and binding obligation of the tenant thereunder, (2) to tenant’s knowledge, there are no defaults under such Lease on the part of the landlord or tenant thereunder, (3) the tenant thereunder has no knowledge of any defense or offset to the payment of rent under such Lease, (4) no rent under such Lease has been paid more than one (1) month in advance, (5) the tenant thereunder has no option under such Lease to purchase all or any portion of the Substitute Property, and (6) all tenant improvement work required under such Lease has been substantially completed and the tenant under such Lease is in actual occupancy of its leased premises. If an estoppel certificate indicates that all tenant improvement work required under the subject Lease has not yet been completed, Borrower shall deliver to Lender financial statements indicating that Borrower has adequate funds to pay all costs related to such tenant improvement work as required under such Lease.

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(v) Lender shall have received copies of all Major Leases affecting the Substitute Property certified by Borrower as being true and correct.

(w) Lender shall have received subordination agreements in the form approved by Lender in connection with the origination of the Loan (or such other form approved by Lender, which approval shall not be unreasonably withheld) with respect to tenants under Major Leases at the Substitute Property to the extent such Leases for such tenants are not automatically subordinate (in lien and in terms) pursuant to the terms of the applicable Leases.

(x) Lender shall have received (A) an endorsement to the Title Insurance Policy insuring the Lien of the Security Instrument encumbering the Substitute Property insuring that the Substitute Property constitutes a separate tax lot or, if such an endorsement is not available in the State in which the Substitute Property is located, a letter from the title insurance company issuing such Title Insurance Policy stating that the Substitute Property constitutes a separate tax lot or (B) a letter from the appropriate taxing authority stating that the Substitute Property constitutes a separate tax lot.

(y) Lender shall have received a Physical Conditions Report with respect to the Substitute Property stating that the Substitute Property and its use comply in all material respects with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and that the Substitute Property is in good condition and repair and free of material damage or waste.

(z) If the Substitute Property is located in a seismic area designated as Zone 3 or 4 by S&P or Moody’s (Source: ICBC, 1994 Uniform Building Code), Lender shall have received a seismic report indicating the seismic zone in which the Substitute Property is located and otherwise acceptable to a prudent institutional mortgage loan lender.

(aa) Lender shall have received evidence that would be satisfactory to a prudent institutional mortgage loan lender to the effect that all material building and operating licenses and permits necessary for the use and occupancy of the Substitute Property as a hotel including, but not limited to, current certificates of occupancy, have been obtained and are in full force and effect.

(bb) In the event the Release Property is subject to a Management Agreement along with one or more additional Properties, Lender shall have received a certified copy of an amendment to the Management Agreement reflecting the deletion of the Release Property and the addition of the Substitute Property as a property managed pursuant thereto and Manager shall have executed and delivered to Lender an amendment to the Assignment of Management Agreement reflecting such amendment to the Management Agreement. In the event that the Release Property is subject to a Management Agreement relating only to such Release Property, Lender shall have received a certified copy of a new Management Agreement for the Substitute Property on substantially the same terms as the Management Agreement for the Release Property and the Manager thereunder shall have executed and delivered to Lender an Assignment of Management Agreement

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with respect to such new Management Agreement on substantially the same terms as used in connection with the Release Property or such other terms as would be acceptable to a prudent institutional mortgage loan lender.

(cc) Lender shall have received such other approvals, opinions, documents and information in connection with the substitution as requested by the Rating Agencies if the Loan is part of a Securitization, or Lender if the Loan is not part of a Securitization.

(dd) Lender shall have received copies of all contracts and agreements relating to the leasing and operation of the Substitute Property (other than the Management Agreement), each of which shall be in a form and substance which would be satisfactory to a prudent institutional mortgage loan lender together with a certification of Borrower attached to each such contract or agreement certifying that the attached copy is a true and correct copy of such contract or agreement and all amendments thereto.

(ee) Lender shall have received copies of all material consents, licenses and approvals, if any, required in connection with the substitution of a Substitute Property, including, without limitation, liquor licenses and evidence that such consents, licenses and approvals are in full force and effect.

(ff) Lender shall have received satisfactory (i.e., showing no Liens other than Permitted Encumbrances) UCC searches, together with tax lien, judgment and litigation searches with respect to the Substitute Property, and Borrower, and the Guarantor, if applicable, in the State where the Substitute Property is located and the jurisdictions where each such Person has its principal place of business.

(gg) Lender shall have received copies of the Franchise Agreement for the Substitute Property and a “comfort letter” from the Qualified Franchisor under the Franchise Agreement, each in form and substance reasonably satisfactory to a prudent institutional mortgage loan lender.

(hh) Lender shall have received copies of the most recent Quality Assurance Reports, if any which shall be reasonably satisfactory to a prudent institutional mortgage loan lender.

(ii) If the Substitute Property or any portion thereof is a leasehold estate, Lender shall have received, (i) a certified copy of the Ground Lease for the Substitute Property, together with all amendments and modifications thereto and a recorded memorandum thereof, which Ground Lease would be reasonably satisfactory in all respects to a prudent institutional mortgage loan lender and which contains customary leasehold mortgagee provisions and protections, and which shall provide, among other things, (A) for a remaining term of no less than the greater of (1) 20 years from the Maturity Date or (2) 10 years from the end of the scheduled amortization term of the Loan, (B) that the Ground Lease shall not be terminated until Lender has received notice of a default thereunder and has had a reasonable opportunity to cure or complete foreclosure, and fails to do so in a diligent manner, (C) for a new lease on the same terms to Lender as tenant if the Ground Lease is terminated for any reason, (D) the non-merger

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of fee and leasehold interests, and (E) that insurance proceeds and condemnation awards (from the fee interest as well as the leasehold interest) will be applied pursuant to the terms of this Agreement, and (ii) a ground lease estoppel executed by the fee owner and ground lessor of the Substitute Property, reasonably acceptable to a prudent institutional mortgage loan lender.

(jj) Borrower shall submit to Lender, not less than ten (10) Business Days prior to the date of such substitution, a release of Lien (and related Loan Documents) for the Release Property for execution by Lender. Such release shall be in a form appropriate for the jurisdiction in which the Release Property is located and shall contain standard provisions, if any, protecting the rights of the releasing lender.

(kk) Borrower shall deliver an Officers Certificate certifying that (i) the requirements set forth in this Section 2.6 have been satisfied and (ii) the aggregate Allocated Loan Amounts applicable to the total number of Release Properties which have been or currently are the subject of any Substitution pursuant to this Section shall not exceed 25% of the original principal balance of the Note.

(ll) Upon the satisfaction of the foregoing conditions precedent, Lender will release its Lien from the Release Property and the Substitute Property shall be deemed to be an Individual Property for purposes of this Agreement and the Substitute Allocated Loan Amount with respect to such Substitute Property shall be deemed to be the Allocated Loan Amount with respect to such Substitute Property for all purposes hereunder.

III. CASH MANAGEMENT

Section 3.1 Establishment of Accounts.

(a) Borrower shall, or shall cause Operating Tenant to, simultaneously herewith, (i) establish, and hereby covenants to maintain, an account (the “Property Account”) with Property Account Bank into which Borrower shall deposit, or cause to be deposited, all Gross Income from Operations and forfeited security deposits, (ii) execute an agreement with Operating Tenant and the Property Account Bank providing for the control of the Property Account by Borrower substantially in the form of Exhibit A attached herewith (the “Pre-Termination Property Account Agreement”) and (iii) Borrower shall assign to, and grant a security interest in favor of, Lender in Borrower’s security interest in each Property Account. So long as no default exists under the Operating Lease beyond the expiration of any applicable notice and cure periods, the Property Accounts shall be under the sole dominion and control of the related Operating Tenant which shall use the sums in such Property Accounts in accordance with the provisions of the related Operating Lease and the Management Agreement.

(b) In the event that an Operating Lease is terminated for any reason whatsoever and not simultaneously replaced with a Replacement Operating Lease in accordance with Section 5.1.24 hereof (a “Termination Event”), Borrower shall promptly establish and maintain with respect to the related Individual Property an account for the

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receipt of all Gross Income from Operations for the related Individual Property (each, a “Post-Termination Property Account”). Each Post-Termination Property Account shall be an Eligible Account with the Property Account Bank in the name of Lender as secured party and Borrower shall enter into a property account agreement substantially in the form of the Pre-Termination Property Account Agreement (the “Post-Termination Property Account Agreement”) between Borrower, Lender and the Property Account Bank with respect to the Post-Termination Property Account. Borrower hereby covenants and agrees that it shall upon the occurrence of a Termination Event, (i) issue direction letters to all credit card companies and other accounts receivable counterparties to make all payments directly to the Lockbox Account, (ii) direct the Manager of the related Individual Property to immediately transfer to the Post-Termination Property Account any funds received by Manager in respect of the related Individual Property, (iii) immediately transfer to the Post-Termination Property Account any funds received by Borrower in respect of the Property, (iv) direct the Property Account Bank to immediately transfer all funds in the Property Account to the Post-Termination Property Account and (v) on the last Business Day of each month, transfer all funds on deposit in the Post-Termination Property Accounts to the Lockbox Account.

(c) Borrower or Lender shall, simultaneously herewith, (i) establish accounts with the Lockbox Bank (the “Lockbox Account”), into which Borrower shall deposit or cause to be deposited all sums on deposit in the Property Account or any Post-Termination Property Account, in accordance with Section 3.2(b) and Section 3.6 hereof, and (ii) execute an agreement with the Lockbox Bank providing for the control of the Lockbox Account by Lender and establishing the following Accounts (which may be book entry sub-accounts) into which amounts in the Property Account or Gross Income from Operations and forfeited security deposits, as applicable, shall be deposited or allocated:

(i) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Monthly Tax Deposit (the “Tax Account”);

(ii) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Monthly Insurance Premium Deposit (the “Insurance Premium Account”);

(iii) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Monthly Debt Service Payment Amount (the “Debt Service Account”);

(iv) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Replacement Reserve Monthly Deposit (the “Replacement Reserve Account”);

(v) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Required Repair Fund (the “Required Repair Account”);

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(vi) [Intentionally Deleted];

(vii) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Monthly Ground Rent Deposit (the “Ground Rent Account”);

(viii) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Monthly Mezzanine Debt Service Payment Amount (the “Mezzanine Loan Account”);

(ix) [Intentionally Deleted]; and

(x) An Account with Lockbox Bank into which, following the occurrence of a Termination Event, Borrower shall deposit, or cause to be deposited, Approved Expenses (the “Borrower Expense Account”).

(d) In the event Lender waives the requirement for Borrower to maintain the Property Account and the Lockbox Account, Lender hereby consents to the Mezzanine Borrower establishing and maintaining a Property Account and Lockbox Account with Mezzanine Lender that would operate as provided in this Article 3.

Section 3.2 Deposits into Lockbox Account.

(a) Borrower covenants that (i) Borrower shall, or shall cause Operating Tenant or Manager to, promptly deposit all Gross Income from Operations and forfeited security deposits into the Property Account, or, if applicable, the Post-Termination Property Account, (ii) Borrower shall send a notice, substantially in the form of Exhibit B, to all tenants (other than the Operating Tenant) now or hereafter occupying space at each Individual Property directing them to pay all Rents and other sums due under the Lease to which they are a party into the Property Account or the Post-Termination Property Account, as the case may be, (iii) Borrower or Manager shall instruct the Franchisor to deposit all Accounts Receivable for the Properties and all other sums collected by Franchisor pursuant to the Franchise Agreement into the Property Account or the Post-Termination Property Account, as the case may be, (iv) Borrower or Manager shall deliver a notice substantially in the form of Exhibit D hereto to all credit card companies to pay all Accounts Receivable directly into the Property Account or the Post-Termination Property Account, as the case may be, (v) Borrower shall deposit, or shall cause the Counterparty to deposit, all sums paid under the Interest Rate Cap Agreement directly into the Lockbox Account; (vi) Borrower shall, or shall cause Operating Tenant to deposit all Operating Lease Rent due under the Operating Lease directly into the Lockbox Account, (vii) other than the Accounts, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties are deposited, and (viii) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties. Until deposited into the Property Account or the Post-Termination Property Account, as the case may be, any Gross Income from Operations from the Properties and forfeited security deposits held by Borrower shall be deemed to be Collateral and shall be held in trust by it for the benefit, and as the property, of Lender and shall not be commingled with any other funds or property of Borrower.

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(b) (i) prior to the occurrence of a Termination Event, Borrower, or Lender on behalf of Borrower, shall, or shall cause Operating Tenant to, direct the Property Account Bank to transfer, two (2) Business Days prior to each Payment Date, all funds on deposit in the Property Account, up to the amount of Operating Lease Rent due for the month in which such Payment Date occurs, to the Lockbox Account; and (ii) following the occurrence of a Termination Event, Borrower, or Lender on behalf of Borrower, shall, direct the Property Account Bank to transfer, on the last Business Day of each month, all funds on deposit in the Post-Termination Property Accounts to the Lockbox Account.

(c) Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent.

Section 3.3 Account Name.

(a) The Accounts (other than the Property Account) shall each be in the name of Lender.

(b) In the event Lender transfers or assigns the Loan, Borrower acknowledges that the Property Account Bank and Lockbox Bank, at Lender’s request, shall change the name of each Account (other than the Property Account) to the name of the transferee or assignee. In the event Lender retains a servicer to service the Loan, Borrower acknowledges that the Property Account Bank and Lockbox Bank, at Lender’s request, shall change the name of each account to the name of the servicer, as agent for Lender.

Section 3.4 Eligible Accounts.

Borrower shall, and Borrower shall cause Property Account Bank and Lockbox Account Bank to, maintain each Account as an Eligible Account.

Section 3.5 Permitted Investments.

Sums on deposit in any Account other than the Post-Termination Property Account or Lockbox Account may be invested in Permitted Investments provided (i) such investments are then regularly offered by Lockbox Bank for accounts of this size, category and type, (ii) such investments are permitted by Applicable Law, (iii) the maturity date of the Permitted Investment is not later than the date on which sums in the applicable Account are anticipated by Lender to be required for payment of an obligation for which such Account was created, and (iv) no Event of Default shall have occurred and be continuing. All income earned from Permitted Investments shall be the property of Borrower. Borrower hereby irrevocably authorizes and directs Lockbox Bank, to hold any income earned from Permitted Investments as part of the Accounts. Borrower shall be responsible for payment of any federal, State or local income or other tax applicable to income earned from Permitted Investments. No other investments of the sums on deposit in the Accounts shall be permitted except as set forth in this Section 3.5. Lender shall not be liable for any loss sustained on the investment of any funds constituting the Reserve Funds or of any funds deposited in the related Accounts.

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Section 3.6 The Initial Deposits.

Lender shall determine, in its reasonable discretion, the initial deposit amounts (the “Initial Deposits”) required to be deposited in each of the Tax Account, the Insurance Premium Account, the Replacement Reserve Account, the Required Repair Account, and Borrower shall deposit the respective Initial Deposits into each Account on the Closing Date.

Section 3.7 Transfer To and Disbursements from the Lockbox Account.

(a) Lockbox Bank shall withdraw all funds on deposit in the Lockbox Account on the date immediately preceding each Payment Date (and if such day is not a Business Day then the preceding day which is a Business Day),

(b) Lockbox Bank shall disburse the funds in the Lockbox Account in the following order of priority:

(i) First, funds sufficient to pay the Monthly Ground Rent Deposit, if any, shall be deposited in the Ground Rent Account;

(ii) Second, funds sufficient to pay the Monthly Tax Deposit shall be deposited in the Tax Account;

(iii) Third, funds sufficient to pay the Monthly Insurance Premium Deposit shall be deposited in the Insurance Premium Account;

(iv) Fourth, funds sufficient to pay the Monthly Debt Service Payment Amount shall be deposited into the Debt Service Account to be applied (A) first, to the payment of accrued and unpaid interest computed at the Applicable Interest Rate; and (B) second to the payment of the Scheduled Amortization Payment and the reduction of the principal sum (if such Scheduled Amortization Payment is due);

(v) Fifth, funds sufficient to pay the Replacement Reserve Monthly Deposit shall be deposited in the Replacement Reserve Account;

(vi) Sixth, funds sufficient to pay any interest accruing at the Default Rate, and late payment charges, if any, shall be deposited in the Debt Service Account;

(vii) Seventh, to the payment of Lockbox Bank for fees and expenses incurred in connection with this Agreement and the accounts established hereunder;

(viii) Eighth, funds sufficient to pay (A) the Monthly Mezzanine Debt Service Payment Amount and (B) any Net Liquidation Proceeds After Debt Service, shall be deposited into the Mezzanine Loan Account to be applied in accordance with the Mezzanine Loan Agreement;

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(ix) Ninth, if a Termination Event has occurred, funds sufficient to pay all costs and expenses, calculated on a Cash basis, required to be paid during such month by or on behalf of Borrower in connection with the ownership and operation of the Property in accordance with the Approved Annual Budget (“Approved Expenses”) shall be deposited in the Borrower Expense Account after deposits for items (i) through (viii) above have been made (provided deposits to the Borrower Expense Account shall not include amounts which have previously been paid pursuant to items (i) through (viii) above);

(x) Tenth, if a Termination Event has occurred, funds sufficient to pay any Extraordinary Expenses for such month which have been approved by Lender (and that have not been previously paid pursuant to items (i) through (ix) above) shall be deposited in the Borrower Expense Account after deposits for items (i) through (ix) above have been made;

(xi) Eleventh, provided no Event of Default shall exist under the Loan Documents, all amounts remaining in the Lockbox Account after deposits for items (i) through (x) for the current month and all prior months shall be disbursed (A) if Lender has received written notice from Mezzanine Lender that a Mezzanine Default has occurred and is continuing, to an account designated by Mezzanine Lender or (B) to Borrower.

Section 3.8 Withdrawals From the Tax Account and the Insurance Premium Account.

Lender shall have the right to withdraw funds from the Tax Account to pay current Taxes on or before the date Taxes are due and payable. Lender shall have the right to withdraw funds from the Insurance Premium Account to pay current Insurance Premiums on or before the date current Insurance Premiums are due and payable. Lockbox Bank shall disburse funds from the Tax Account and the Insurance Premium Account in accordance with Lender’s written request therefor on the Business Day following Lockbox Bank’s receipt of such written request.

Section 3.9 Withdrawals from the Replacement Reserve Account.

Lender shall disburse funds on deposit in the Replacement Reserve Account in accordance with the provisions of Section 7.3 hereof.

Section 3.10 Withdrawals from the Required Repair Account.

Lender shall disburse funds on deposit in the Required Repair Account in accordance with the provisions of Section 7.1 hereof.

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Section 3.11 Withdrawals from the Debt Service Account.

Lender shall have the right to withdraw funds from the Debt Service Account to pay the Monthly Debt Service Payment Amount on or after the date when due, together with any late payment charges or interest accruing at the Default Rate.

Section 3.12 Intentionally Deleted.

Section 3.13 Intentionally Deleted.

Section 3.14 Withdrawals from the Mezzanine Loan Account.

Lender shall withdraw funds from the Mezzanine Loan Account to pay the Monthly Mezzanine Debt Service Payment Amount by the date and time when due, together with any late payment charges or interest accruing pursuant to the Mezzanine Loan Documents.

Section 3.15 Withdrawals from the Ground Rent Account.

Lender shall have the right to withdraw funds from the Ground Rent Account in accordance with Section 7.6 hereof.

Section 3.16 Withdrawals from the Borrower Expense Account.

Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds from the Borrower Expense Account to Borrower following receipt of Borrower’s written request for the payment of costs and expenses incurred in connection with the operation of the Property and/or Extraordinary Expenses in accordance with Section 3.7(b)(ix) and Section 3.7(b)(x), respectively. Such disbursements shall be in accordance with the Approved Annual Budget.

Section 3.17 Sole Dominion and Control.

Borrower acknowledges and agrees that the Accounts are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, including Property Account Bank and Lockbox Bank, subject to the terms hereof; and Borrower shall have no right of withdrawal with respect to any Account except with the prior written consent of Lender or as otherwise provided herein.

Section 3.18 Security Interest.

Borrower hereby grants to Lender a first priority security interest in each of the Accounts and the Account Collateral as additional security for the Debt.

Section 3.19 Rights on Default.

Notwithstanding anything to the contrary in this Article 3, upon the occurrence of an Event of Default, Lender shall promptly notify Property Account Bank and Lockbox Bank in writing of such Event of Default and, without notice from Property Account Bank, Lockbox Bank or Lender, (a) Borrower shall have no further right in respect of (including, without limitation, the right to instruct Lockbox Bank or Property Account Bank to transfer from) the

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Accounts, (b) Lender may direct Lockbox Account to liquidate and transfer any amounts then invested in Permitted Investments to the Accounts or reinvest such amounts in other Permitted Investments as Lender may reasonably determine is necessary to perfect or protect any security interest granted or purported to be granted hereby or pursuant to the other Loan Documents or to enable Lockbox Bank, as agent for Lender, or Lender to exercise and enforce Lender’s rights and remedies hereunder or under any other Loan Document with respect to any Account or any Account Collateral, and (c) Lender shall have all rights and remedies with respect to the Accounts and the amounts on deposit therein and the Account Collateral as described in this Agreement and in the Security Instruments, in addition to all of the rights and remedies available to a secured party under the UCC, and, notwithstanding anything to the contrary contained in this Agreement or in the Security Instruments, Lender may apply the amounts of such Accounts as Lender determines in its sole discretion including, but not limited to, payment of the Debt.

Section 3.20 Financing Statement; Further Assurances.

Borrower hereby authorizes Lender to file, and upon Lender’s request, shall execute and deliver to Lender for filing, a financing statement or statements under the UCC in connection with any of the Accounts and the Account Collateral with respect thereto in the form required to properly perfect Lender’s security interest therein. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lockbox Bank or Lender to exercise and enforce its rights and remedies hereunder with respect to any Account or Account Collateral.

Section 3.21 Borrower’s Obligation Not Affected.

The insufficiency of funds on deposit in the Accounts shall not absolve Borrower of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Section 3.22 Payments Received Under this Agreement.

Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, and provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to the monthly payment of Debt Service and amounts due for the Tax and Insurance Escrow Fund, Ground Lease Escrow Fund, Required Repair Fund, Replacement Escrow Fund and any other payment reserves established pursuant to this Agreement or any other Loan Document shall (provided Lender is not prohibited from withdrawing or applying any funds in the Accounts by Applicable Law or otherwise) be deemed satisfied to the extent sufficient amounts are deposited in the Lockbox Account established pursuant to this Agreement to satisfy such obligations on the dates each such payment is required, regardless of whether any of such amounts are so applied by Lender.

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Section 3.23 Interest Rate Cap Agreement Payments.

Notwithstanding anything to the contrary contained herein, with respect to any payments deposited in the Lockbox Account or received by Lender for any calendar month attributable to the Interest Rate Cap Agreement or any Replacement Interest Rate Cap Agreement (the “Total Monthly Cap Payments”), Lender shall deposit in (i) the Mezzanine Loan Account an amount that, when added to the sums deposited in the Mezzanine Loan Account pursuant to Section 3.7(b)(viii)(A) for such month, would be sufficient to pay the Monthly Mezzanine Debt Service Payment Amount for such month as communicated to Lender in writing by Mezzanine Lender; provided, however, in no event shall the allocable portion of the Total Monthly Cap Payments due to Mezzanine Lender for such month exceed an amount equal to the product obtained by multiplying the amount of the Total Monthly Cap Payments by a fraction, the numerator of which is the outstanding principal balance of the Mezzanine Loan and the denominator of which is the sum of the outstanding principal balances of the Loan and the Mezzanine Loan.

Section 3.24 Lender Reliance.

Lender shall have no duty to confirm, inquire or determine whether a Mezzanine Event of Default has occurred. Lender may rely on any notice it believes in good faith to be genuine and given by Mezzanine Lender.

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1 Borrower Representations.

Each Borrower on its own behalf represents and warrants as of the Closing Date that:

4.1.1 Organization.

Borrower is duly organized and is validly existing and in good standing in the jurisdiction in which it is organized, with requisite power and authority to own the Properties and to transact the businesses in which it is now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with the Properties, its businesses and operations. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own the Properties and to transact the businesses in which it is now engaged. Attached hereto as Schedule IV is an organizational chart of Borrower.

4.1.2 Proceedings.

Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and the other Loan Documents have been duly executed and delivered by or on behalf of Borrower and constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

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4.1.3 No Conflicts.

The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other material agreement or instrument to which Borrower is a party or by which any of Borrower’s property or assets is subject, nor to Borrower’s knowledge, will such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Borrower or any of the Properties or any of Borrower’s other assets, or any license or other approval required to operate the Properties, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Borrower of this Agreement or any other Loan Documents have been obtained and is in full force and effect.

4.1.4 Litigation.

There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or to Borrower’s knowledge, threatened against or affecting Borrower or any Individual Property, which actions, suits or proceedings, if determined against Borrower or any Individual Property, might materially adversely affect the condition (financial or otherwise) or business of Borrower or the condition or ownership of any Individual Property.

4.1.5 Agreements.

Borrower is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Borrower or any Individual Property, or Borrower’s business, properties or assets, operations or condition, financial or otherwise. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or any of the Properties is bound. Borrower has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower is a party or by which Borrower or any Property is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of such Property and (b) obligations under the Loan Documents.

4.1.6 Solvency.

Borrower (a) has not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrowers’ assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted.

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Borrower does not intend to incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition under the Bankruptcy Code or similar state bankruptcy or insolvency law has been filed against Borrower or any constituent Person in the last seven (7) years, and neither Borrower nor any constituent Person in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor any of its constituent Persons are contemplating either the filing of a petition by it under the Bankruptcy Code or similar state bankruptcy or insolvency law or the liquidation of all or a major portion of Borrower’s assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.

4.1.7 Full and Accurate Disclosure.

No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no fact presently known to Borrower which has not been disclosed to Lender which materially and adversely affects, or might materially and adversely affect, any Individual Property or the business, operations or condition (financial or otherwise) of Borrower.

4.1.8 No Plan Assets.

Borrower is not, a Plan and none of the assets of Borrower constitute or will constitute “Plan Assets” of one or more Plans. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to State statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

4.1.9 Compliance.

Borrower and the Properties and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes. Borrower is in compliance with all notices of violation of any order, writ, injunction, decree or demand of any Governmental Authority in all material respects. There has not been committed by Borrower or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. The representations made in this Section 4.1.9 shall not apply to matters arising under or pertaining to compliance with Environmental Laws (which are addressed exclusively under Section 4.1.39 of this Agreement).

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4.1.10 Financial Information.

All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in respect of Borrower, Operating Tenant and the Properties (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of Borrower, Operating Tenant and the Properties, as applicable, as of the date of such reports, and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, neither Borrower nor Operating Tenant has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses that are known to Borrower and reasonably likely to have a materially adverse effect on any Individual Property or the operation thereof as hotels except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower or Operating Tenant from that set forth in said financial statements.

4.1.11 Condemnation.

No Condemnation or other similar proceeding has been commenced or, to Borrower’s knowledge, is threatened or contemplated with respect to all or any material portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.12 Federal Reserve Regulations.

No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.13 Utilities and Public Access.

Each Individual Property has rights of access to public ways and is served by public water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting each Individual Property (which are connected so as to serve each Individual Property without passing over other property) or in recorded easements serving each Individual Property and such easements are set forth in and insured by the Title Insurance Policy. All roads necessary for the use of each Individual Property for their current respective purposes have been completed, are physically open and are dedicated to public use and have been accepted by all Governmental Authorities.

4.1.14 Not a Foreign Person.

Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the Code.

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4.1.15 Separate Lots.

Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.16 Assessments.

There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.17 Enforceability.

The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, including the defense of usury, and Borrower has not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.18 No Prior Assignment.

There are no prior assignments of the Leases or any portion of the Rents due and payable or to become due and payable which are presently outstanding.

4.1.19 Insurance.

Borrower has obtained and has delivered to Lender certified copies of all insurance policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any such policy.

4.1.20 Use of Property.

Each Individual Property is used exclusively for hotel purposes and other appurtenant and related uses including but not limited to restaurants and lounges.

4.1.21 Certificate of Occupancy; Licenses.

All material certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits required for the legal use, occupancy and operation of each Individual Property by Borrower as a hotel (collectively, the “Licenses”), have been obtained and are in full force and effect and are not subject to revocation, suspension or forfeiture. Borrower shall keep and maintain all Licenses necessary for the operation of each Individual Property as a hotel. The use being made of each Individual Property conforms in all material respects with the certificate of occupancy issued for such Individual Property.

4.1.22 Flood Zone.

None of the Improvements on any Individual Property are located in an area as identified by the Federal Emergency Management Agency as an area having special flood hazards and, if so located, the flood insurance required pursuant to Section 6.1(a)(vii) is in full force and effect with respect to each such Individual Property.

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4.1.23 Physical Condition.

Except as disclosed to Lender in the Physical Conditions Report, each Individual Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in any Individual Property, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in any Individual Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond. Except as disclosed to Lender in the Physical Conditions Report, each Individual Property is free from damage covered by fire or other casualty. Except as disclosed to Lender in the Physical Conditions Report, all liquid and solid waste disposal, septic and sewer systems located on each Individual Property are in a good and safe condition and repair and in compliance with all Legal Requirements.

4.1.24 Boundaries.

Except as disclosed to Lender in the Physical Conditions Report and the related Survey, all of the Improvements which were included in determining the appraised value of each Individual Property lie wholly within the boundaries and building restriction lines of such Individual Property, and no improvements on adjoining properties encroach upon such Individual Property, and no easements or other encumbrances upon the applicable Individual Property encroach upon any of the Improvements.

4.1.25 Leases.

The Properties are not subject to any Leases other than the Leases described in Schedule II attached hereto and made a part hereof. Borrower or Operating Tenant, as the case may be, is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases. The current Major Leases are in full force and effect and, there are no material defaults by Borrower or Operating Tenant, as the case may be, or any tenant under any Major Lease, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults under any Major Lease. No Rent has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents payable with respect to Major Leases. All work to be performed by Borrower or Operating Tenant, as the case may be, under each Major Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower or Operating Tenant, as the case may be, to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any

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Major Lease or of the Rents received therein which is still in effect. No tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. To Borrower’s knowledge, no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that are both (i) in material compliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the applicable Individual Property or each tenant’s respective business at such Individual Property as set forth in their respective Leases, (B) held by a tenant for sale to the public in its ordinary course of business, or (C) fully disclosed in the Environmental Reports or otherwise disclosed to and approved by Lender in writing.

4.1.26 [Reserved]

4.1.27 [Reserved]

4.1.28 Filing and Recording Taxes.

All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Properties to Borrower have been paid. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Security Instruments, have been paid.

4.1.29 Franchise Agreement.

The Franchise Agreement is in full force and effect, all franchise fees, reservation fees, royalties and other sums due thereunder have been paid in full to date, and neither Borrower nor Franchisor is in default thereunder in any material respect.

4.1.30 Management Agreement.

The Management Agreement is in full force and effect and there is no material default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.31 Illegal Activity.

No portion of any Individual Property has been or will be purchased with proceeds of any illegal activity and to the best of Borrower’s knowledge, there are no illegal activities or activities relating to any controlled substances at any Individual Property.

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4.1.32 No Change in Facts or Circumstances; Disclosure.

All information submitted by Borrower and Operating Tenant to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower and Operating Tenant in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects. There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the use, operation or value of the Properties or the business operations or the financial condition of Borrower and Operating Tenant. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any information described in this Section 4.1.32 or any representation or warranty made herein to be materially misleading.

4.1.33 Investment Company Act.

Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (c) subject to any other federal or State law or regulation which purports to restrict or regulate its ability to borrow money.

4.1.34 Principal Place of Business; State of Organization.

Borrower’s principal place of business as of the date hereof is the address set forth opposite its name on Schedule XIII attached hereto. Borrower is organized under the laws of the State of Delaware and its organizational identification number is set forth opposite its name on Schedule XIII attached hereto.

4.1.35 Single Purpose Entity.

Borrower covenants and agrees that its organizational documents shall provide that it has not, and shall not (except as expressly set forth below), and that the organizational documents of its general partner(s), if Borrower is a partnership, or its managing member(s), if Borrower is a limited liability company with multiple members (in each case, “Principal”) shall provide that it has not and shall not (except as expressly set forth below):

(a) with respect to Borrower, engage in any business or activity other than the acquisition, development, ownership, operation, leasing, managing and maintenance of the Properties, and, other than the Prior Financing (which such Prior Financing has been defeased in full and there are no continuing liabilities or obligations thereunder other than residual obligations and liabilities that expressly survive and are customary and reasonable for securitized commercial mortgage loan transactions), entering into the Loan, and activities incidental thereto and with respect to Principal, engage in any business or activity other than the ownership of its interest in Borrower, and activities incidental thereto;

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(b) with respect to Borrower, acquire or own any material assets other than (i) the Properties (and with respect to the Austin Borrower, acquire or own any material assets other than the Austin Property and the Austin Pledged Interests), and (ii) such incidental Personal Property as may be necessary for the operation of the Individual Property or Properties, as the case may be and with respect to Principal, acquire or own any material asset other than its interest in Borrower;

(c) merge into or consolidate with any person or entity or dissolve, terminate or liquidate in whole or in part, transfer or, to the fullest extent permitted by law, otherwise dispose of all or substantially all of its assets or change its legal structure;

(d) (i) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the State where the Property or Properties is located, if applicable, or (ii) without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower’s Partnership Agreement, Articles of Organization or similar organizational documents, as the case may be, or of Principal’s Certificate of Incorporation, Articles of Organization or similar organizational documents, as the case may be as they relate to the separateness and special purpose nature of such entities, whichever is applicable;

(e) other than Principal’s ownership interest in Borrower (and the Austin Borrower’s ownership interest in the Philadelphia Fee Owner) own any subsidiary or make any investment in, any Person without the prior written consent of Lender;

(f) except as permitted under the Loan Documents and except with respect to funds of Borrower which had been deposited into a central account for the sole purpose of paying operating expenses of the Properties, commingle its assets with the assets of any of its members, general partners, Affiliates, principals or of any other Person or entity, participate in a cash management system with any other entity or Person or fail to use its own separate stationery, invoices and checks;

(g) with respect to Borrower and other than the Prior Financing (which such Prior Financing has been defeased in full and there are no continuing liabilities or obligations thereunder other than residual obligations and liabilities that expressly survive and are customary and reasonable for securitized commercial mortgage loan transactions), incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except for (i) trade payables in the ordinary course of its business of owning and operating the Individual Property or Properties as applicable, provided that such debt (A) is not evidenced by a note, (B) is paid within sixty (60) days of the date incurred, (C) does not exceed, in the aggregate, four percent (4%) of the outstanding principal balance of the Note and (D) is payable to trade creditors and in amounts as are normal and reasonable under the circumstances (“Trade Payables”), and (ii) Permitted Equipment Financing, and (iii) the FF&E Note, and with respect to Principal, incur any debt secured or unsecured, direct or contingent (including guaranteeing any obligations). The aggregate Permitted Equipment Financing together with the Trade Payables shall not exceed in the aggregate four percent (4%) of the outstanding principal balance of the Note at any time;

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(h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due, provided that this shall not require any member or partner of Borrower or Principal, as applicable, to make additional capital contributions to Borrower or Principal, as applicable;

(i) (i) fail to maintain its records (including financial statements), books of account and bank accounts separate and apart from those of the members, general partners, principals and Affiliates of Borrower or of Principal, as the case may be, the Affiliates of a member, general partner or principal of Borrower or of Principal, as the case may be, and any other Person, (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other Person or (iii) include the assets or liabilities of any other Person on its financial statements (except where consolidated financial statements are permitted or required by Applicable Law or GAAP, provided that such consolidated statements shall reflect that such Persons are separate legal entities);

(j) except the Operating Lease, enter into any contract or agreement with any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor, or any member, general partner, principal or Affiliate thereof (other than a business management services agreement with an Affiliate of Borrower, provided that (i) such agreement is acceptable to Lender, (ii) the manager, or equivalent thereof, under such agreement holds itself out as an agent of Borrower and (iii) the agreement meets the standards set forth in this subsection (j) following this parenthetical), except upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor, or any member, general partner, principal or Affiliate thereof;

(k) to the fullest extent permitted by law, seek the dissolution or winding up in whole, or in part, of Borrower or of Principal, as the case may be;

(l) fail to correct any known misunderstandings regarding the separate identity of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof or any other Person;

(m) guarantee or become obligated for the debts of any other Person or hold itself out to be responsible for the debts of another Person;

(n) make any loans or advances to any third party, including any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof, and shall not acquire obligations or securities of any member, general partner, principal or Affiliate of Borrower or Principal, as the case may be, or any member, general partner, or Affiliate thereof;

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(o) fail to file its own tax returns or be included on the tax returns of any other Person (except where consolidated tax returns are permitted or required by Applicable Law, provided that such consolidated returns shall reflect that such Persons are separate legal entities);

(p) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name or a name franchised or licensed to it by an entity other than an Affiliate of Borrower or of Principal, as the case may be, and not as a division or part of any other entity in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower or Principal, as the case may be, is responsible for the debts of any third party (including any member, general partner, principal or Affiliate of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof);

(q) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, provided that this shall not require any member or partner of Borrower or Principal, as applicable, to make additional capital contributions to Borrower or Principal, as applicable;

(r) hold itself out as or be considered as a department or division of (i) any general partner, principal, member or Affiliate of Borrower or of Principal, as the case may be, (ii) any Affiliate of a general partner, principal or member of Borrower or of Principal, as the case may be, or (iii) any other Person;

(s) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate;

(t) pledge its assets for the benefit of any other Person, and with respect to Borrower, other than with respect to the Loan;

(u) fail to maintain a sufficient number of employees in light of its contemplated business operations;

(v) fail to provide in its (i) Articles of Organization, Certificate of Formation and/or Operating Agreement, as applicable, if it is a limited liability company, (ii) Limited Partnership Agreement, if it is a limited partnership or (iii) Certificate of Incorporation, if it is a corporation, that for so long as the Loan is outstanding pursuant to the Note, this Agreement and the other Loan Documents, it shall not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors without the affirmative vote of each Independent Director and of all other general partners/managing members/directors;

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(w) fail to hold its assets in its own name;

(x) if Borrower or Principal is a corporation, fail to consider the interests of its creditors in connection with all corporate actions to the extent permitted by Applicable Law;

(y) have any of its obligations guaranteed by an Affiliate except the Guarantor in connection with the Loan;

(z) violate or cause to be violated the assumptions made with respect to Borrower and Principal in the Insolvency Opinion;

(aa) with respect to Principal, or if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.35(cc) below, fail at any time to have at least two independent directors (each an “Independent Director”) that is not and has not been for at least five (5) years: (a) a stockholder, director, officer, employee, partner, member, attorney or counsel of Borrower or of Principal or any Affiliate of either of them; (b) a customer, supplier or other Person who derives its purchases or revenues (other than any fee paid to such director as compensation for such director to serve as an Independent Director) from its activities with Borrower, Principal or any Affiliate of either of them (a “Business Party”); (c) a person or other entity controlling or under common control with any such stockholder, partner, member, director, officer, attorney, counsel or Business Party; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, attorney, counsel or Business Party. Notwithstanding the foregoing, no Independent Director shall also serve as an Independent Director (as such term is defined in the Mezzanine Loan Agreement and the Subordination and Attornment Agreement) for Mezzanine Borrower, Operating Tenant or Principal (as such term is defined in the Mezzanine Loan Agreement and the Subordination and Attornment Agreement); or

(bb) with respect to Principal, or if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.35(cc) below, permit its board of directors to take any action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock or other applicable organizational documents, requires the unanimous vote of one hundred percent (100%) of the members of the board without the vote of each Independent Director.

(cc) In the event Borrower is a Delaware limited liability company that does not have a managing member which complies with the requirements for a Principal under this Section 4.1.35, the limited liability company agreement of Borrower (the “LLC Agreement”) shall provide that (A) upon the occurrence of any event that causes the last remaining member of Borrower (“Member”) to cease to be the member of Borrower (other than (1) upon an assignment by Member of all of its limited liability company interest in Borrower and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (2) the resignation of Member and the admission of an additional member of Borrower in accordance with the terms of the Loan

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Documents and the LLC Agreement), any person acting as Independent Director of Borrower shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of Borrower, automatically be admitted to Borrower (“Special Member”) and shall continue Borrower without dissolution and (B) Special Member may not resign from Borrower or transfer its rights as Special Member unless (1) a successor Special Member has been admitted to Borrower as Special Member in accordance with requirements of Delaware law and (2) such successor Special Member has also accepted its appointment as an Independent Director. The LLC Agreement shall further provide that (v) Special Member shall automatically cease to be a member of Borrower upon the admission to Borrower of a substitute Member, (w) Special Member shall be a member of Borrower that has no interest in the profits, losses and capital of Borrower and has no right to receive any distributions of Borrower assets, (x) pursuant to Section 18-301 of the Delaware Limited Liability Company Act (the “Act”), Special Member shall not be required to make any capital contributions to Borrower and shall not receive a limited liability company interest in Borrower, (y) Special Member, in its capacity as Special Member, may not bind Borrower and (z) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, Borrower, including, without limitation, the merger, consolidation or conversion of Borrower; provided, however, such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Director, to vote on such matters required by the LLC Agreement. In order to implement the admission to Borrower of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower as Special Member, Special Member shall not be a member of Borrower.

Upon the occurrence of any event that causes the Member to cease to be a member of Borrower, to the fullest extent permitted by law, the personal representative of Member shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of Member in Borrower, agree in writing (A) to continue Borrower and (B) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of Member of Borrower in Borrower. Any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to cease to be a member of Borrower and upon the occurrence of such an event, the business of Borrower shall continue without dissolution. The LLC Agreement shall provide that each of Member and Special Member waives any right it might have to agree in writing to dissolve Borrower upon the occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower.

4.1.36 Business Purposes.

The Loan is solely for the business purpose of Borrower, and is not for personal, family, household, or agricultural purposes.

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4.1.37 Taxes.

Borrower has filed all federal, State, county, municipal, and city income tax returns required to have been filed by it and has paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by it. Borrower knows of no basis for any additional assessment in respect of any such taxes and related liabilities for prior years.

4.1.38 Forfeiture.

Neither Borrower nor to Borrower’s knowledge, any other Person in occupancy of or involved with the operation or use of any of the Properties has committed any act or omission affording the federal government or any State or local government the right of forfeiture as against any of the Properties or any part thereof or any monies paid in performance of Borrower’s obligations under the Note, this Agreement or the other Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture.

4.1.39 Environmental Representations and Warranties.

Borrower represents and warrants, except as disclosed in the written reports resulting from the environmental site assessments of each Individual Property delivered to and approved by Lender prior to the Closing Date (the “Environmental Report”) and information that Borrower knows or should reasonably have known that: (a) there are no Hazardous Materials or underground storage tanks in, on, or under any of the Properties, except those that are both (i) in material compliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the applicable Individual Property or each tenant’s respective business at such Individual Property, or (B) held by a tenant for sale to the public in its ordinary course of business, (b) there are no past, present or threatened Releases of Hazardous Materials in, on, under or from any of the Properties in material violation of any Environmental Law and which would be reasonably likely to require remediation by a Governmental Authority; (c) there is no threat of any Release of Hazardous Materials in material violation of Environmental Law migrating to any of the Properties from any adjoining property; (d) there is no past or present material non-compliance with current Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Properties; (e) Borrower has not received, any written notice or other written communication from any Person (including but not limited to a Governmental Authority) relating to potential liability arising out of the release of Hazardous Materials in, on, under or from any of the Properties which matter remains pending or has not been resolved or cured; and (f) Borrower has truthfully and fully made available to Lender copies of any and all material reports relating to the environmental condition of any of the Properties contained in Borrower’s files and records or within Borrower’s custody or control, including but not limited to any reports relating to Hazardous Materials in, on, under or migrating to or from any of the Properties.

4.1.40 Taxpayer Identification Number.

Borrower’s United States taxpayer identification number is set forth opposite its name on Schedule XIII attached hereto.

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4.1.41 OFAC.

Borrower represents and warrants that neither Borrower, Guarantor, Operating Tenant nor any of their respective Affiliates is a Prohibited Person, and Borrower, Guarantor, and their respective Affiliates are in compliance with all applicable orders, rules, regulations and recommendations of The Office of Foreign Assets Control of the U.S. Department of the Treasury.

4.1.42 Ground Lease Representations.

With respect to each Ground Lease:

(a) (i) Each Ground Lease is in full force and effect and has not been modified or amended in any manner whatsoever, (ii) there are no defaults under any Ground Lease by Borrower, or, to the best of Borrower’s knowledge, landlord thereunder, and, to Borrower’s knowledge, no event has occurred which but for the passage of time, or notice, or both would constitute a default under such Ground Lease, (iii) all rents, additional rents and other sums due and payable under each Ground Lease have been paid in full, (iv) neither Borrower nor the landlord under each Ground Lease has commenced any action or given or received any notice for the purpose of terminating such Ground Lease, (v) no Fee Owner, as debtor in possession or by a trustee for such Fee Owner, has given any notice of, and Borrower has not consented to, any attempt to transfer the related Fee Estate free and clear of such Ground Lease under section 363(f) of the Bankruptcy Code, and (vi) no Fee Owner under any Ground Lease is subject to any voluntary or involuntary bankruptcy, reorganization or insolvency proceeding and no Fee Estate with respect to any Ground Lease is an asset in any voluntary or involuntary bankruptcy, reorganization or insolvency proceeding.

(b) Each Ground Lease or a memorandum thereof (including any material amendment) have been duly recorded, the Ground Leases permits the interest of the lessee thereunder to be encumbered by the applicable Security Instrument, and there has not been any change in the terms of the Ground Leases (as they may have been amended) since the recordation of the Ground Lease or the most recent memorandum or amendment thereof;

(c) Except as indicated in the related Title Insurance Policy, Borrower’s interest in the Ground Lease are not subject to any Liens superior to, or of equal priority with, the applicable Security Instrument;

(d) Borrower’s interest in the Ground Lease is assignable upon notice to, but without the consent of, the lessor thereunder and, in the event that it is so assigned, it is further assignable upon notice to, but without the need to obtain the consent of, such lessor;

(e) The Ground Lease requires the lessor thereunder to give notice of any default by Borrower to Lender and the Ground Lease further provides that notice of termination given under the Ground Lease is not effective against Lender unless a copy of the notice has been delivered to Lender in the manner described in the applicable Ground Lease;

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(f) Lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of Borrower under the Ground Lease) to cure any default under the Ground Lease, which is curable after the receipt of notice of any default before the lessor thereunder may terminate such Ground Lease;

(g) Each Ground Lease has a term which extends not less than twenty (20) years beyond the Maturity Date;

(h) The Ground Lease requires the lessor to enter into a new lease upon termination of the applicable Ground Lease for any reason, including rejection of such Ground Lease in a bankruptcy proceeding; and

(i) Under the terms of each Ground Lease and the applicable Loan Documents, taken together, any Net Proceeds will be applied either to the Restoration of all or part of the Properties, with Lender or a trustee appointed by Lender having the right to hold and disburse such Net Proceeds as the Restoration progresses, or to the payment of the outstanding principal balance of the Loan together with any accrued interest thereon.

(j) The Ground Leases do not impose restrictions on subletting.

4.1.43 Deposit Accounts.

(a) The Property Account Agreements create valid and continuing security interests (as defined in the UCC) in the Property Accounts in favor of Borrower and Lender, and in the Post-Termination Property Accounts in favor of Lender, and the control agreement for the Lockbox Agreement creates a valid and continuing security interest in the Lockbox Account in favor of Lender, which security interests are prior to all other Liens and are enforceable as such against creditors of and purchasers from Borrower;

(b) Borrower and Lender agree that each Property Account and each Post-Termination Property Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a)(29) of the UCC), (ii) in such a manner that Borrower shall have control (within the meaning of Section 9-104(a)(2) of the UCC) over the Property Account (subject to Borrower’s assignment of its security interest in such account to Lender as collateral for the Loan pursuant to the Security Instruments) and Lender shall have control (within the meaning of Section 9-104(a)(2) of the UCC) over the Post-Termination Property Account, (iii) such that Manager shall have no right of withdrawal from the Property Account or the Post-Termination Account. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Property Account and each Post-Termination Property Account with a financial institution that has executed an agreement substantially in the form of the Property Account Agreement or in such other form reasonably acceptable to Lender.

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(c) Borrower and Lender agree that each Account other than the Property Account is and shall be maintained (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over each such Account, (iii) such that neither Borrower nor Manager shall have any right of withdrawal from such Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from such Accounts, (iv) in such a manner that the Lockbox Bank shall agree to treat all property credited to each Account other than the Property Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to such Accounts shall be registered in the name of Lockbox Bank, indorsed to Lockbox Bank or in blank or credited to another securities account maintained in the name of Lockbox Bank and in no case will any financial asset credited to any such Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Lockbox Bank or in blank);

(d) Borrower owns and has good title to the Property Accounts, the Post-Termination Property Accounts and the Lockbox Account free and clear of any Lien or claim of any Person;

(e) Borrower has delivered to Lender fully executed agreements pursuant to which the banks maintaining the Property Accounts have agreed to comply with all instructions originated by Lender directing disposition of the funds in such accounts without further consent by Borrower;

(f) Other than the security interest granted to Lender pursuant to this Agreement and the Property Account Agreements, Borrower has not pledged, assigned, or sold, granted a security interest in, or otherwise conveyed any of the Property Accounts or the Lockbox Account; and

(g) The Property Accounts and the Lockbox Account are not in the name of any Person other than Borrower or Lender. Borrower has not consented to the banks maintaining the Lockbox Account or the Property Accounts to comply with instructions of any Person other than Lender.

4.1.44 Embargoed Person.

As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Principal, Operating Tenant and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder (“Embargoed Person”) with the result that the investment in Borrower, Principal, or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan made by the Lender is in violation of law; (b) no Embargoed Person has any interest of any nature whatsoever in

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Borrower, Principal, or Guarantor, as applicable, with the result that the investment in Borrower, Principal, Operating Tenant or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) to Borrower’s knowledge, none of the funds of Borrower, Principal, Operating Tenant or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Principal, Operating Tenant or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

4.1.45 Personal Property.

Borrower owns, leases or licenses adequate Personal Property (other than Inventory) and Operating Tenant owns adequate Inventory to maintain and operate the Property as a hotel in accordance with the standards of this Agreement, the Operating Lease, the Management Agreement and the Franchise Agreement. The Personal Property is not subject to any liens, leases or financing arrangements other than Permitted Encumbrances. The Personal Property (other than Inventory) is leased to the Operating Tenant pursuant to the related Operating Lease.

4.1.46 Operating Lease.

The Operating Lease is in full force and effect and there is no material default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a material default thereunder. The Operating Tenant is directly or indirectly, wholly owned and controlled by the Operating Partnership.

Section 4.2 Survival of Representations.

Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

V. BORROWER COVENANTS

Section 5.1 Affirmative Covenants.

From the date hereof and until payment in full of the Debt or the earlier release of the Liens of all Security Instruments encumbering the Properties (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements.

(a) Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises, and comply, in all material respects, with all Legal Requirements applicable

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to it and the Properties. There shall never be committed by Borrower or Operating Tenant any act or omission affording the federal government or any State or local government the right of forfeiture against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit or permit any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair, reasonable wear and tear excepted, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Security Instruments. Borrower shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall operate any Individual Property that is the subject of any O&M Program in accordance with the terms and provisions thereof in all material respects.

(b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iii) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower or any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security or part thereof, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or any Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2 Taxes and Other Charges.

Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable. Borrower shall furnish to Lender receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such

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Taxes have been paid by Lender pursuant to Section 7.2 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Properties, and shall promptly pay for all utility services provided to the Properties. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iii) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; (vi) Borrower shall have deposited with Lender adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest (provided, however, that Borrower shall not be required to deposit such reserves with Lender, in the event that funds sufficient to pay such Taxes shall theretofore have been deposited with or collected by Lender pursuant to Section 3.7 hereof, and (vii) Borrower shall furnish such security as may be required in the proceeding.

5.1.3 Litigation.

Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened against Borrower which might materially adversely affect Borrower’s condition (financial or otherwise) or business or the condition or ownership of any Individual Property.

5.1.4 Access to Properties.

Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

5.1.5 Notice of Default.

Borrower shall promptly advise Lender of any material adverse change in Borrower’s condition, financial or otherwise, or of the occurrence of any Event of Default of which Borrower has knowledge.

5.1.6 Cooperate in Legal Proceedings.

Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way adversely affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

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5.1.7 Award and Insurance Benefits.

Borrower shall cooperate with Lender in obtaining for Borrower and Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any reasonable expenses incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Award or Insurance Proceeds.

5.1.8 Further Assurances.

Borrower shall, at Borrower’s sole cost and expense:

(a) furnish to Lender all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents or reasonably requested by Lender in connection therewith;

(b) execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require including, without limitation, the authorization of Lender to execute and/or the execution by Borrower of UCC financing statements and the execution and delivery of all such writings necessary to transfer any liquor licenses into the name of Lender or its designee after the occurrence and continuance of any Event of Default; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time.

5.1.9 Mortgage and Intangible Taxes.

Borrower shall pay all State, county and municipal recording, mortgage, intangible, and all other taxes imposed upon the execution and recordation of the Security Instruments and/or upon the execution and delivery of the Note.

5.1.10 Financial Reporting.

(a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender), proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender shall have the right from time to time at all times during normal business hours upon reasonable

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notice to examine such books, records and accounts at the office of Borrower, Operating Tenant and/or Manager or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. To the extent that any of the items described below in this Section 5.1.10 are prepared by the Operating Tenant rather than by Borrower, Borrower agrees to cause Operating Tenant to deliver such items to Lender in the form and within the time periods set forth below.

(b) Borrower will furnish to Lender annually, within one hundred twenty (120) days following the end of each Fiscal Year, a complete copy of Borrower’s annual financial statements audited by an Approved Accountant in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Properties for such Fiscal Year and containing statements of profit and loss for Borrower and the Properties (including the income and expenses maintained by the Operating Tenant and adjusted for real estate taxes, insurance and other fixed charges, through net operating income) and lease payment amounts and a balance sheet for Borrower. Such statements shall set forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited to, amounts representing annual Net Cash Flow, Net Operating Income, Gross Income from Operations and Operating Expenses and (including the income and expenses maintained by the Operating Tenant and adjusted for real estate taxes, insurance and other fixed charges, through net operating income) and lease payment amounts. Borrower’s annual financial statements shall be accompanied by (i) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (ii) a certificate executed by a Responsible Officer or other appropriate officer of Borrower or Principal, as applicable, stating that each such annual financial statement presents fairly the financial condition and the results of operations of Borrower and the Properties being reported upon and has been prepared in accordance with GAAP, (iii) an opinion of an Approved Accountant reasonably acceptable to Lender, (iv) a rent roll, (v) an annual occupancy report for such year, including the average daily room rate for such year; and (vi) a schedule audited by such Approved Accountant reconciling Net Operating Income to Net Cash Flow (the “Net Cash Flow Schedule”), which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow deemed material by such independent certified public accountant. Together with Borrower’s annual financial statements, Borrower shall furnish to Lender an Officer’s Certificate certifying as of the date thereof whether there exists an event or circumstance which, to Borrower’s knowledge, constitutes a Default or Event of Default under the Loan Documents executed and delivered by, or applicable to, Borrower, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same.

(c) Borrower will furnish, or cause to be furnished, to Lender on or before twenty (20) days after the end of each calendar month the following items, accompanied by a certificate of a Responsible Officer or other appropriate officer of Borrower or Principal, as applicable, stating that such items are true, correct, accurate, and complete

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and fairly present the financial condition and results of the operations of Borrower and the Properties (subject to normal year-end adjustments): (i) a report of occupancy for the subject month including an average daily room rate, and any and all franchise inspection reports received by Borrower or Operating Tenant during the subject month accompanied by an Officer’s Certificate with respect thereto; (ii) monthly and year-to-date operating statements (including Capital Expenditures) prepared for each calendar month, noting Net Operating Income, Gross Income from Operations, and Operating Expenses (not including any contributions to the Replacement Reserve Fund), (including the income and expenses maintained by the Operating Tenant and adjusted for real estate taxes, insurance and other fixed charges, through net operating income) and lease payment amounts and other information necessary and sufficient to fairly represent the financial position and results of operation of the Properties during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of (A) five percent (5%) or more between budgeted and actual amounts for such periods on an aggregate basis; (B) ten percent (10%) or more between budgeted and actual amounts for such periods with respect to each line item; and (C) five percent (5%) or more between projected and actual Gross Income from Operations for such periods on an aggregate basis all in form satisfactory to Lender but only to the extent requested by Lender; and (iii) a Net Cash Flow Schedule. In addition, such certificate shall also be accompanied by a certificate of a Responsible Officer or other appropriate officer of Borrower or Principal of Borrower stating that the representations and warranties of Borrower set forth in Section 4.1.35 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than sixty (60) days.

(d) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall submit to Lender an Annual Budget for each Individual Property not later than sixty (60) days prior to the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender, and shall be subject to Lender’s written approval, such approval not to be unreasonably withheld, notwithstanding any limitation in the Operating Lease on Borrower’s right to approve the Operating Tenant’s operating budget (each such Annual Budget after it has been approved in writing by Lender shall be hereinafter referred to as an “Approved Annual Budget”). The Annual Budget defined in and required pursuant to Section 17.3 of the Operating Lease shall satisfy the form of the required Annual Budget. If Lender does not advise Borrower of any objections to the proposed Annual Budget within twenty (20) Business Days after receipt thereof, such proposed Annual Budget shall be deemed approved. In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within twenty (20) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower and Operating Tenant shall promptly revise such Annual Budget and resubmit the same to Lender; Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower and Operating Tenant shall promptly revise the same in accordance with the process described in this subsection until Lender approves the Annual Budget. Until such time that Lender approves or has been deemed to approve a proposed Annual Budget, the most

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recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and utilities expenses.

(e) Borrower shall furnish to Lender, within ten (10) Business Days after request such further detailed information with respect to the operation of the Properties and the financial affairs of Borrower, Operating Tenant, the REIT, the Operating Partnership or the Manager as may be reasonably requested by Lender, including, without limitation, an annual operating budget for each Individual Property.

(f) Borrower shall cause Operating Tenant to have Manager simultaneously deliver to Lender all financial statements and reports required to be delivered to Operating Tenant by Manager pursuant to the Management Agreement.

(g) Borrower shall promptly send to Lender, and cause the Operating Tenant to promptly send to Lender, all Quality Assurance Reports or other reports of inspection delivered by Franchisor.

(h) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, (ii) on a compact disk or a diskette, and (iii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files).

(i) Borrower agrees that Lender may forward to each purchaser, transferee, assignee, servicer, participant, Co-Lender or investor in all or any portion of the Loan or any Securities (collectively, the “Investor”) or any Rating Agency rating such participations and/or Securities and each prospective Investor, and any organization maintaining databases on the underwriting and performance of commercial mortgage loans, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Borrower, any Guarantor, and the Properties, whether furnished by Borrower, any Guarantor, or otherwise, as Lender determines necessary or desirable. Borrower irrevocably waives any and all rights it may have under any Applicable Laws to prohibit such disclosure, including, but not limited, to any right of privacy.

5.1.11 Business and Operations.

Borrower will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will remain in good standing under the laws of each jurisdiction to the extent required for the ownership, maintenance, management and operation of the Properties.

5.1.12 Costs of Enforcement.

In the event (a) that any Security Instrument encumbering any Individual Property is foreclosed in whole or in part or that any such Security Instrument is put into the hands of an

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attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Security Instrument encumbering any Individual Property in which proceeding Lender is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or any of its constituent Persons or an assignment by Borrower or any of its constituent Persons for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, including reasonable attorneys’ fees and costs, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.13 Estoppel Statement.

(a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the Applicable Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, and (vi) that the Note, this Agreement, the Security Instruments and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall deliver to Lender upon request, (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication) tenant estoppel certificates from each tenant under a Major Lease at each Individual Property in form and substance reasonably satisfactory to Lender.

(c) Borrower shall, promptly upon request of Lender (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication) use commercially reasonable efforts to deliver an estoppel certificate from Franchisor stating that (i) the Franchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither Franchisor nor Borrower nor Operating Tenant is in default under any of the material terms, covenants or provisions of the Franchise Agreement and Franchisor knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Franchise Agreement, (iii) neither Franchisor nor Borrower nor Operating Tenant has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) all sums due and payable to Franchisor under the Franchise Agreement have been paid in full.

(d) Borrower shall, promptly upon request of Lender (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication), deliver an estoppel certificate from Operating Tenant stating that (i) the Operating Lease is in full force and effect and has not been modified, amended or assigned (or listing the modifications, amendments or assignments, if any), (ii) neither Operating Tenant nor Borrower is in default under any of the material terms, covenants or provisions of the Operating Lease and Operating Tenant

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knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Operating Lease, (iii) neither Operating Tenant nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Operating Lease and (iv) all sums due and payable to Operating Tenant under the Operating Lease has been paid in full.

(e) Borrower shall, promptly upon request of Lender (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication), deliver an estoppel certificate from Manager stating that (i) the Management Agreement is in full force and effect and has not been modified, amended or assigned (or listing the modifications, amendments or assignments, if any), (ii) neither Manager nor Borrower nor Operating Tenant, as the case may be, is in default under any of the material terms, covenants or provisions of the Management Agreement and Manager knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Management Agreement, (iii) neither Manager nor Borrower nor Operating Tenant, as the case may be, has commenced any action or given or received any notice for the purpose of terminating the Management Agreement and (iv) all sums due and payable to Manager under the Management Agreement has been paid in full.

5.1.14 Loan Proceeds.

Borrower shall use the proceeds of the Loan received by it on the Closing Date only for the purposes set forth in Section 2.1.4.

5.1.15 Performance by Borrower.

Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior written consent of Lender.

5.1.16 Confirmation of Representations.

Borrower shall deliver, in connection with any Securitization or Syndication, (a) one or more Officer’s Certificates certifying as to the accuracy of all representations made by Borrower in the Loan Documents as of the date of the closing of such Securitization or Syndication in all relevant jurisdictions, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower and Principal as of the date of the closing of such Securitization or Syndication.

5.1.17 Leasing Matters.

(a) With respect to any Individual Property, Borrower or Operating Tenant may enter into a proposed Lease (including the renewal or extension of an existing Lease, other than an Operating Lease, (a “Renewal Lease”)) without the prior written consent of Lender, provided that if such proposed Lease or Renewal Lease is a Major Lease, such

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Major Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Major Lease is executed by Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) does not have a material adverse effect on the value or quality of the applicable Individual Property, and (iv) is subject and subordinate to the related Security Instrument and the lessee thereunder agrees to attorn to Lender. All proposed Major Leases which do not satisfy the requirements set forth in this Section 5.1.17(a) shall be subject to the prior approval of Lender, which approval shall not be unreasonably withheld. At Lender’s request, Borrower and Operating Tenant, as applicable, shall promptly deliver to Lender copies of all Major Leases which are entered into pursuant to this Subsection together with Borrower’s certification that it has satisfied all of the conditions of this Section.

(b) Borrower and Operating Tenant (i) shall observe and perform all the material obligations imposed upon the lessor under the Major Leases and shall not do or permit to be done anything to impair the value of any of the Major Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default or other material matters which Borrower shall send or receive with respect to the Major Leases; (iii) shall enforce all of the material terms, covenants and conditions contained in the Major Leases upon the part of the tenant thereunder to be observed or performed (except for termination of a Major Lease which shall require Lender’s prior written approval); (iv) shall not collect any of the Rents more than one (1) month in advance (except security deposits shall not be deemed Rents collected in advance); (v) shall not execute any other assignment of the lessor’s interest in any of the Major Leases or the Rents; and (vi) shall not consent to any assignment of or subletting under any Major Leases not in accordance with their terms, without the prior written consent of Lender.

(c) Borrower and Operating Tenant may, without the consent of Lender, amend, modify or waive the provisions of any Lease or terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Lease (other than the Operating Lease) (including any guaranty, letter of credit or other credit support with respect thereto) provided that such Lease is not a Major Lease and that such action (taking into account, in the case of a termination, reduction in rent, surrender of space or shortening of term, the planned alternative use of the affected space) does not have a material adverse effect on the value of the applicable Individual Property taken as a whole, and provided that such Lease, as amended, modified or waived, is otherwise in compliance with the requirements of this Agreement and any lease subordination agreement binding upon Lender with respect to such Lease. A termination of a Lease (other than a Major Lease) with a tenant who is in default beyond applicable notice and grace periods shall not be considered an action which has a material adverse effect on the value of the applicable Individual Property taken as a whole. Any amendment, modification, waiver, termination, rent reduction, space surrender or term shortening which does not satisfy the requirements set forth in this Subsection shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld and its counsel, at Borrower’s expense. At Lender’s request, Borrower and Operating Tenant,

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as applicable, shall promptly deliver to Lender copies of all Leases, amendments, modifications and waivers which are entered into pursuant to this Section 5.1.17(c) together with Borrower’s certification that it has satisfied all of the conditions of this Section 5.1.17(c).

(d) Notwithstanding anything contained herein to the contrary, with respect to any Individual Property, neither Borrower nor Operating Tenant shall, without the prior written consent of Lender, which consent shall not be unreasonably withheld, enter into, renew, extend, amend, modify, waive any provisions of, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Major Lease or any instrument guaranteeing or providing credit support for any Major Lease.

5.1.18 Management Agreement.

(a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property and any incentive management fees shall not accrue. All fees (base, incentive, termination or otherwise) due under the Management Agreement must be subordinate in lien and payment to the related Security Instrument and this Agreement (other than base management fees not in excess of three percent (3%) of the gross income derived from the Property). Borrower shall, or shall cause the Operating Tenant to (i) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement, on the part of Borrower or Operating Tenant to be performed and observed to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and Operating Tenant under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower or Operating Tenant of any default by Borrower or Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice. Neither Borrower nor Operating Tenant shall surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing. Borrower and Operating Tenant hereby assign to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and Operating Tenant to surrender the Management Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement, in any material respect, and any such surrender of the Management Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement, without the prior consent of Lender shall be void and of no force and effect. Notwithstanding the foregoing, Borrower or Operating Tenant may terminate a Management Agreement provided that Borrower or Operating Tenant simultaneously enters into a Replacement Management Agreement with a Qualified Manager. If Borrower or Operating Tenant shall default in the performance or

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observance of any material term, covenant or condition of the Management Agreement on the part of Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, upon five (5) days prior notice to Borrower, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower or Operating Tenant to be performed or observed to be promptly performed or observed on behalf of Borrower or Operating Tenant, to the end that the rights of Borrower or Operating Tenant in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower or Operating Tenant of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Neither Borrower nor Operating Tenant shall, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower and Operating Tenant shall, from time to time, obtain from the Manager such certificates of estoppel with respect to compliance by Borrower and Operating Tenant with the terms of the Management Agreement as may be requested by Lender (which requests shall be made no more frequently than once in any consecutive twelve month period unless such request is made in connection with a Securitization). Borrower and Operating Tenant shall exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within or prior to the period within which any such option may be exercised, and Borrower and Operating Tenant hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower and Operating Tenant, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instruments and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor. Borrower represents that Interstate Management Company, L.L.C., the current manager of the Properties, is not an Affiliate of, nor Affiliated with, Borrower, Mezzanine Borrower or Guarantor.

(b) Without limitation of the foregoing, Borrower, upon the request of Lender, shall cause the Operating Tenant to terminate the Management Agreement and replace the Manager, without penalty or fee, if at any time during the Loan: (a) the Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, (b) there exists an Event of Default, (c) there exists a material default by Manager under the Management Agreement. At such time as the Manager may be removed, a Qualified Manager shall assume management of the applicable Individual Property pursuant to a Replacement Management Agreement.

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5.1.19 Environmental Covenants.

(a) Borrower covenants and agrees that so long as the Loan is outstanding (i) Borrower’s uses and operations on or of the Properties shall be in compliance with applicable Environmental Laws and permits issued pursuant thereto in all material respects; (ii) there shall be no Releases of Hazardous Materials by Borrower in, on, under or from any of the Properties in violation of Environmental Law; (iii) Borrower shall not use, generate, treat, store, dispose or transport Hazardous Materials in, on, or under any of the Properties, except those that are both (A) in material compliance with all Environmental Laws and with permits issued pursuant thereto, if and to the extent required, and (B) (1) in amounts not in excess of that necessary to operate the applicable Individual Property (including each tenant’s respective business at such Property), (2) fully disclosed in the Environmental Reports or otherwise disclosed to and approved by Lender in writing or (3) held by a tenant for sale to the public in its ordinary course of business; (iv) Borrower shall keep the Properties free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Borrower or any other Person (the “Environmental Liens”), subject to the provisions of Section 5.2.1 hereof; (v) Borrower shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to paragraph (b) below, including but not limited to providing access to the Individual Properties and all relevant information in its possession, custody or control and making knowledgeable persons available for interviews at reasonable times; (vi) Borrower shall, at its sole cost and expense, comply with all reasonable written requests of Lender to (A) reasonably effectuate remediation of any Hazardous Materials in, on, under or from any Individual Property, and (B) comply with Environmental Law; (vii) Borrower shall take all commercially reasonable measures to require that each tenant complies in all material respects with provisions (i) through (vi) of this Section 5.1.19(a);

(b) Borrower covenants and agrees that so long as the Loan is outstanding, Borrower shall promptly notify Lender in writing after it has become aware of: (i) any presence or Release or threatened Releases of Hazardous Materials in, on, under, from or migrating towards any of the Properties; (ii) any non-compliance with any Environmental Laws related in any way to any of the Properties; (iii) any actual or potential Environmental Lien; (iv) any required or proposed remediation of environmental conditions relating to any of the Properties; and (v) any written or oral notice or other communication of which Borrower becomes aware from any source whatsoever (including but not limited to a Governmental Authority) relating in any way to Borrower’s liability for any Hazardous Materials in material violation of any Environmental Laws.

(c) Lender and its designated agents or representatives, including but not limited to any environmental consultant, and any receiver appointed by any court of competent jurisdiction, shall have the right, but not the obligation, to enter upon any Individual Property at all reasonable times to assess any and all aspects of the environmental condition of any Individual Property and its use. If Lender reasonably believes that Borrower has breached any environmental representation, warranty or covenant contained in Sections 4.1.39 or 5.1.19(a) and (b) hereof, Lender may request

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that Borrower undertake such tests and investigations of the environmental condition of the Individual Property (or portions thereof) that are reasonably necessary under the circumstances to assess the alleged breach of the representation, warranty or covenant. Any such tests or investigations shall be conducted by a qualified environmental engineer or consultant, reasonably acceptable to Lender, and if determined by the environmental engineer or consultant to be reasonably necessary, may include invasive sampling (such as any sampling of the soil, groundwater, surface water, air or building materials). Borrower shall provide Lender with a copy of any reports of the results of such tests and investigations and Lender and other Indemnified Parties shall be entitled to rely on such reports. If an Event of Default has occurred and is continuing, or if Borrower has not diligently pursued such tests and investigations as are reasonably requested by Lender pursuant to this Section 5.1.19(c), then Lender may hire its own environmental engineer or consultant, at Borrower’s expense, to conduct such tests and investigations. Lender shall make all reasonable efforts to conduct any such tests and investigations so as to avoid interference with the operation of the Property.

(d) If counsel to Borrower reasonably determines that providing Lender with a document otherwise required to be provided pursuant to this Section 5.1.19 (or any other provision of this Agreement or any other Loan Document relating to environmental matters) would jeopardize an applicable attorney-client or work product privilege pertaining to such document, the Borrower shall not be obligated to provide such document to Lender but shall provide Lender with a notice identifying the author and recipient of such document and generally describing the content of the documents. Upon request of Lender, Borrower shall take all reasonable steps necessary to provide Lender with the factual information contained in any such privileged documents. Nothing contained in this Section 5.1.19(d) shall in any way limit lender’s rights under Section 5.1.19(c) hereof.

5.1.20 Alterations.

Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the related Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the related Individual Property or the Net Operating Income, provided that such alterations (a) are made in connection with work performed pursuant to an Approved Capital Budget for the related Individual Property or (b) do not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements and either (i) the cost of which is less than $1,000,000.00, or (ii) are alterations performed in connection with the Restoration of the related Individual Property in accordance with the terms and provisions of this Agreement. If the total unpaid amounts with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed 5% of the Allocated Loan Amount for the related Individual Property (the “Alteration Threshold Amount”), provided that, at no time shall the total cost of all alterations then being undertaken on

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all of the Properties exceed $10,000,000.00, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and for which Lender has received a Rating Confirmation, or (D) a completion bond or letter of credit issued by a financial institution having a rating by S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and for which Lender has received a Rating Confirmation. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and applied from time to time at the option of Lender to pay for such alterations or to terminate any of the alterations and restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property.

5.1.21 Franchise Agreement.

The Improvements on the Properties shall be operated under the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Operating Tenant to (i) pay all sums required to be paid by Borrower under the Franchise Agreement, (ii) diligently perform, observe and enforce all of the material terms, covenants and conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and Operating Tenant under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Borrower or Operating Tenant of any default by Borrower or Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, material notice, report and estimate received by it under the Franchise Agreement. Neither Borrower nor Operating Tenant shall, without the prior consent of Lender, surrender the Franchise Agreement or terminate or cancel the Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and Operating Tenant to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in any material respect, and any such surrender of the Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement without the prior consent of Lender shall be void and of no force and effect. Notwithstanding the foregoing, Borrower or Operating Tenant may terminate a Franchise Agreement provided that Borrower simultaneously enters into a Replacement Franchise Agreement with a Qualified Franchisor. If Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or

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releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed or observed to be promptly performed or observed on behalf of Borrower or Operating Tenant, to the end that the rights of Borrower and Operating Tenant in, to and under the Franchise Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower or Operating Tenant of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall, or shall cause Operating Tenant, from time to time, to use its commercially reasonable efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Borrower and Operating Tenant with the terms of the Franchise Agreement as may be requested by Lender. Borrower and Operating Tenant shall exercise each individual option, if any, to extend or renew the term of the Franchise Agreement upon demand by Lender made at any time prior to or within the period in which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower or Operating Tenant, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, provided, however that Borrower shall not be required to comply with such request of Lender so long as Borrower is entering into a Replacement Franchise Agreement, the term of which shall begin upon the expiration of the Franchise Agreement currently in effect at the time of Lender’s request. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

5.1.22 The Ground Lease.

With respect to each Ground Lease,

(a) Borrower shall (i) pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of each Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of each Ground Lease on the part of Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the Fee Owner under the applicable Ground Lease to Borrower of any default by Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the Fee Owner under the applicable Ground Lease of which Borrower is aware or has received any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Borrower in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Borrower shall not, without the prior consent of Lender, (x) surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter or amend any

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Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Borrower shall object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. Borrower hereby assigns to Lender all of its rights under Section 363 of the Bankruptcy Code to consent or object to any sale or transfer of such Fee Estate free and clear of the Ground Lease, and grants to Lender the right to object to any such sale or transfer on behalf of Borrower, and Borrower shall not contest any pleadings, motions documents or other actions filed or taken on Lender’s or Borrower’s behalf by Lender in the event that any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, attempts to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise.

(b) If Borrower shall default in the performance or observance of any term, covenant or condition of any Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, to the extent Lender has received notice of, or has otherwise become aware of any such default, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of such Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under such Ground Lease shall be kept unimpaired and free from default. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under such Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall exercise each individual option, if any, to extend or renew the term of each Ground Lease prior to or within the period in which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.

(c) Notwithstanding anything contained in any Ground Lease to the contrary, Borrower shall not further sublet any portion of the related Individual Property (other than as permitted pursuant to Section 5.1.17 hereof) without prior written consent of Lender. Each sublease that is a Major Lease hereafter made shall provide that, (i) in the event of the termination of the Ground Lease, the sublease shall not terminate or be terminable by the lessee thereunder; (ii) in the event of any action for the foreclosure of the Security Instrument with respect to the related Individual Property, the sublease shall not terminate or be terminable by the lessee thereunder by reason of the termination of the Ground Lease unless such lessee is specifically named and joined in any such action and unless a judgment is obtained therein against such lessee; and (iii) in the event that the Ground Lease is terminated as aforesaid, the lessee under the sublease shall attorn to the lessor under the Ground Lease or to the purchaser at the sale of the related Individual Property on such foreclosure, as the case may be. In the event that any portion of such Individual Property shall be sublet pursuant to the terms of this subsection, such sublease shall be deemed to be included in the Individual Property.

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5.1.23 OFAC.

At all times throughout the term of the Loan, Borrower, Guarantor and their respective Affiliates shall be in compliance with all applicable orders, rules, regulations and recommendations of The Office of Foreign Assets Control of the U.S. Department of the Treasury.

5.1.24 Operating Lease.

(a) Lender acknowledges that Borrower has leased the Property and the operation of the Property to the Operating Tenant pursuant to the Operating Lease. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Operating Lease on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Operating Lease on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Operating Tenant, to the end that the rights of Borrower in, to and under the Operating Lease shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time upon prior notice to Borrower and during business hours or such other reasonable times only, for the purpose of taking any such action. If the Operating Tenant under the Operating Lease shall deliver to Lender a copy of any notice sent to Borrower of default under the Operating Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon.

(b) Borrower and Operating Tenant hereby agree that any requirement of consent on behalf of Borrower (as lessor) under the Operating Lease with respect to any proposed action thereunder shall also be subject to the prior written consent of Lender.

(c) Borrower shall promptly notify Lender of the giving of any notice to Operating Tenant of any material default by Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Operating Lease on the part of Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice. In addition, notwithstanding anything contained herein to the contrary, Borrower shall not, without the prior written consent of Lender and, after the occurrence of a Securitization, delivery of a Rating Confirmation, (i) amend, modify or waive any provisions of the Operating Lease other than amendments, modifications, or waivers of ministerial terms that do not modify, amend or waive any material economic terms or any other material terms of the Operating Lease, (ii) exercise its right to consent to any assignment of the Operating Lease or sublet of the Property, except as set forth in Section 5.1.17 hereof, or (iii) terminate, permit the termination of, or accept surrender of

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all or any portion of the space demised under the Operating Lease other than (A) a termination in connection with a release of an Individual Property or a substitution of a Substitution Property, pursuant to and as defined in Sections 2.5 and 2.6, respectively, or (B) a termination by Borrower due to a payment default by the Operating Tenant under the Operating Lease. In the event that the Operating Lease has been terminated as permitted in this Section 5.1.24(c), Borrower shall not enter into any new operating lease (a “Replacement Operating Lease”) unless (1) the new operating tenant is a single purpose bankruptcy remote entity satisfactory to Lender in its sole discretion, (2) the Property is managed by a Qualified Manager pursuant to the Management Agreement, (3) the terms and conditions of the new operating lease are satisfactory to Lender in all respects, and the rent payable thereunder is equal to at least the greater of the projected annual rent payable under the Operating Lease for the twelve (12) month period (A) commencing on the date hereof and (B) commencing on the date on which the Operating Lease is terminated, (4) the new operating lease is subordinate in all respects to the Lien of Security Instruments and the other Loan Documents, without the benefit of non- disturbance, and the new operating tenant enters into a subordination agreement reasonably satisfactory to Lender, (5) the Franchise Agreement is in full force and effect, (6) Borrower delivers such other certificates, opinions (including, without limitation, an Insolvency Opinion (in form acceptable to Lender in its reasonable discretion and the Rating Agencies in their sole discretion) with respect to the new operating tenant), documents and instruments relating to the new operating lease reasonably required by Lender or the Rating Agencies, and all corporate and other proceedings and all other documents (including, without limitation, all documents referred to herein and not appearing as exhibits hereto) and all legal matters in connection with the new operating lease and new operating tenant shall be satisfactory in form and substance to Lender, and (7) after the occurrence of a Securitization, delivery of a Rating Confirmation.

(d) Except as may be permitted under the Operating Lease without the consent of Borrower, the Operating Tenant shall not assign, sublet, convey, mortgage, pledge or otherwise encumber or transfer its leasehold interest in the Operating Lease without the prior written consent of Lender and, after the occurrence of a Securitization, the delivery of a Rating Confirmation. The Operating Partnership shall not assign, sublet, convey, mortgage, pledge or otherwise encumber or transfer its direct or indirect equity interest in the Operating Tenant.

5.1.25 Maintenance of Personal Property.

Except as otherwise provided in Section 22.2 of the Operating Lease with respect to the right to sell Personal Property to the Operating Tenant, and subject to the conditions set forth in Section 5.1.20 hereof, Borrower shall own, lease or license Personal Property (other than the Inventory), and the Operating Tenant or Manager shall own Inventory, adequate to maintain and operate the Property as a hotel in accordance with the standards of this Agreement, the other Loan Documents, the Operating Lease, the Management Agreement, Replacement Management Agreement, the Franchise Agreement and any Replacement Franchise Agreement. Neither Borrower, the Operating Tenant nor Manager shall lease, license, encumber or enter into any other financing arrangements with respect to any of the Personal Property or Inventory, as the case may be, other than as may expressly be permitted hereunder or under the other Loan Documents.

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5.1.26 REIT Status.

The parties acknowledge that the REIT is a publicly traded corporation qualified as a real estate investment trust under the Internal Revenue Code (a “Real Estate Investment Trust”). Under the Internal Revenue Code rules and regulations relating to Real Estate Investment Trusts (the “REIT Rules”) and under Borrower’s organizational documents, Borrower may not take or omit to take any action, or engage in any business or business transaction or relationship, that would or could result in the REIT being disqualified from treatment as a Real Estate Investment Trust. In order to comply with the REIT Rules and Borrower’s organizational documents, Borrower has entered into an Operating Lease with the Operating Tenant for the operation and maintenance of each of the Properties. Pursuant to such Operating Lease, Operating Tenant has the right to operate each respective Individual Property, and directly or indirectly collects all income from room rentals, credit card receipts, restaurant bars, recreational facilities and from other sources relating to the Property. Operating Tenant pays to Borrower rent as more particularly described in the Operating Lease. The provisions of this Section shall not be construed to limit the provisions of this Agreement or any other Loan Document in any manner whatsoever.

5.1.27 O&M Program.

With respect to each Individual Property listed on Schedule VII hereof, Borrower shall cause each such Individual Property to be tested for the presence of asbestos-containing materials (“ACMs”) by an assessment firm acceptable to Lender in all respects and if such assessment firm recommends remediation of any ACM present at such Individual Property, Borrower shall enter into a contract with a licensed industrial hygienist to develop a fully documented O&M Program which Borrower shall submit within ninety (90) days of the date hereof to Lender for its approval. Borrower further covenants and agrees to implement and follow the terms and conditions of such O&M Program during the term of the Loan, including any extension or renewal thereof. Lender’s requirement that Borrower develop and comply with the O&M Program shall not be deemed to constitute a waiver or modification of any of Borrower’s covenants and agreements with respect to Hazardous Materials or Environmental Laws.

Section 5.2 Negative Covenants.

From the date hereof until payment in full of the Debt or the earlier release of the Liens of all Security Instruments encumbering the Properties in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following:

5.2.1 Liens.

Borrower shall not create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or permit any such action to be taken, except for Permitted Encumbrances. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate

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legal proceedings, promptly initiated and conducted in good faith and with due diligence, any Environmental Lien or mechanics’, materialmen’s or contractors’ Lien and the amount or validity or application in whole or in part of any amounts due to such mechanics, materialmen or contractors, provided (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall not violate the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Individual Property, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of the Operating Lease or of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) neither the Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such proceeding, (v) Borrower shall have deposited with Lender adequate reserves for the payment of such amounts, together with all interest and penalties thereon, unless Borrower has paid all of such amounts under protest, and (vi) Borrower shall have furnished the security as may be required in such proceeding, to insure the payment of any amounts due, together with all interest and penalties thereon. Lender may apply any such reserves held by Lender at any time when the Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be an imminent danger of the Lien of the related Security Instrument being primed by any related Lien.

5.2.2 Dissolution.

Borrower shall not (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower except to the extent expressly permitted by the Loan Documents, (c) except as expressly permitted under the Loan Documents, modify, amend, waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (d) cause the Principal to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which the Principal would be dissolved, wound up or liquidated in whole or in part, or (ii) except as expressly permitted under the Loan Documents, amend, modify, waive or terminate the certificate of incorporation, bylaws or similar organizational documents of the Principal, in each case, without obtaining the prior written consent of Lender.

5.2.3 Change In Business.

Borrower shall not enter into any line of business other than the ownership, acquisition, development, operation, leasing and management of the Properties (including providing services (e.g. fitness center, spa facilities, or restaurant) in connection therewith), or make any material change in the scope or nature of its business objectives, purposes or operations or undertake or participate in activities other than the continuance of its present business.

5.2.4 Debt Cancellation.

Borrower shall not cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business.

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5.2.5 Zoning.

Borrower shall not initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other Applicable Law, without the prior written consent of Lender.

5.2.6 No Joint Assessment.

Borrower shall not suffer, permit or initiate the joint assessment of any Individual Property with (a) any other real property constituting a tax lot separate from such Individual Property, or (b) any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the Lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such Individual Property.

5.2.7 Name, Identity, Structure, or Principal Place of Business.

Borrower shall not change its name, identity (including its trade name or names), or principal place of business set forth in the introductory paragraph of this Agreement, without, in each case, first giving Lender thirty (30) days prior written notice. Borrower shall not change its corporate, partnership or other structure, or the place of its organization as set forth in Section 4.1.34, without, in each case, the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Property as a result of such change of principal place of business or place of organization.

5.2.8 ERISA.

(a) During the term of the Loan or of any obligation or right hereunder, neither Borrower nor Operating Tenant shall be a Plan and none of the assets of Borrower or Operating Tenant shall constitute Plan Assets.

(b) Borrower further covenants and agrees to deliver, and to cause Operating Tenant to deliver, to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, and represents and covenants that (A) each Borrower and each Operating Tenant is not and does not maintain an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (B) neither Borrower nor Operating Tenant is subject to State statutes regulating investments and fiduciary obligations with respect to governmental plans; and (C) one or more of the following circumstances is true:

(i) Equity interests in Borrower and Operating Tenant are publicly offered securities, within the meaning of 29 C.F.R. §2510.3 101(b)(2);

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(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower and Operating Tenant are held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3 101(f)(2); or

(iii) Borrower and Operating Tenant qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3 101(c) or (e).

5.2.9 Affiliate Transactions.

Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower, Principal or any of the partners of Borrower or Principal except in the ordinary course of business and on terms no less favorable to Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party. Upon request of Lender, Borrower shall provide Lender with a summary of the terms of, or copies of, such agreements.

5.2.10 Transfers.

(a) Borrower shall not sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) any Individual Property or any part thereof or any legal or beneficial interest therein or permit a Sale or Pledge of an interest in any Restricted Party (collectively, a “Transfer”), other than Permitted Encumbrances, pursuant to pledges under the Mezzanine Loan, Leases of space in the Improvements to tenants in accordance with the provisions of Section 5.1.17 hereof or a release or substitution of an Individual Property in accordance with the provisions of Section 2.5 or 2.6 hereof, without (i) the prior written consent of Lender and (ii) if a Securitization has occurred, delivery to Lender of a Rating Confirmation.

(b) A Transfer shall include, but not be limited to: (i) an installment sales agreement wherein Borrower agrees to sell one or more Individual Properties or any part thereof for a price to be paid in installments; (ii) except as specifically permitted hereunder, an agreement by Borrower leasing all or a substantial part of any Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge

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of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of the managing agent (including, without limitation, an Affiliated Manager) other than in accordance with Section 5.1.18 hereof.

(c) Notwithstanding the provisions of Sections 5.2.10(a) and (b), the following transfers shall not be deemed to be a Transfer: (i) a transfer by devise or descent or by operation of law upon the death of a member, partner or shareholder of a Restricted Party or a Restricted Party itself; (ii) the Sale or Pledge, in one or a series of transactions, of not more than forty-nine percent (49%) of the stock in a Restricted Party other than Borrower or Mezzanine Borrower; provided, however, no such transfers shall result in the change of voting control in the Restricted Party, and as a condition to each such transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer and the identity of the proposed transferee; (iii) the Sale or Pledge, in one or a series of transactions, of not more than forty-nine percent (49%) of the limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party other than Borrower or Mezzanine Borrower; provided, however, as a condition to each such transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer; (iv) the pledge of any interest in Borrower in connection with the Mezzanine Loan and the exercise of any rights or remedies Mezzanine Lender may have under the Mezzanine Loan Documents, as applicable; and (v) the sale, transfer or issuance of shares of stock in the REIT provided such shares of stock are listed on the New York Stock Exchange or such other nationally recognized stock exchange and provided the REIT complies with the provisions of Section 5.3 hereof.

(d) Notwithstanding anything to the contrary contained in this Section 5.2.10, the REIT must continue to be the sole general partner of, and control, the Operating Partnership and the Operating Partnership must continue to control Borrower and own, directly or indirectly, at least a 100% interest in Borrower.

(e) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer in violation of this Section 5.2.10. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer. Notwithstanding anything to the contrary contained in this Section 5.2.10, (a) no transfer (whether or not such transfer shall constitute a Transfer) shall be made to any Prohibited Person, (b) in the event of any transfer (whether or not such transfer shall constitute a Transfer, other than transfers of shares of stock in the REIT, provided that such shares of stock are listed on the New York Stock Exchange or such other nationally recognized stock exchange and provided the REIT complies with the requirements of Section 5.3 hereof), results in any Person and its Affiliates owning in excess of ten percent (10%) of the ownership interest in a

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Restricted Party Borrower shall provide to Lender, not less than thirty (30) days prior to such transfer, the name and identity of each proposed transferee, together with the names of its controlling principals, the social security number or employee identification number of such transferee and controlling principals, and such transferee’s and controlling principal’s home address or principal place of business, and home or business telephone number, and (c) in the event any transfer (whether or not such transfer shall constitute a Transfer), results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interest in a Restricted Party, Borrower shall, prior to such transfer, deliver an updated Insolvency Opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

(f) Notwithstanding the foregoing, Borrower shall have the right to transfer Personal Property to the Operating Tenant pursuant to Section 22.2 of the Operating Lease provided that (i) Borrower delivers to Lender an Officer’s Certificate certifying that the FF&E Limitation has been exceeded, (ii) the purchase price and value of the Personal Property transferred shall be the minimum amount necessary to comply with the FF&E Limitation, (iii) the Operating Tenant shall confirm that the Personal Property transferred to it is subject to the Operating Lease Security Agreement, (iv) Borrower shall assign and pledge any FF&E Note and related security agreement and security interest to Lender as additional security for the Debt and Borrower shall take all action as may be necessary to effect and perfect such assignment and security interest.

(g) Borrower may, without Lender’s consent, grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or other purposes (which may include amendments to existing reciprocal easement agreements), provided that no such encumbrance or amendment set forth in this Section 5.2.10(g) shall materially impair the utility, operation and use of the applicable Individual Property or otherwise have a material adverse effect on the value of the Individual Property or on the financial condition or business of Borrower. In connection with any such grant permitted pursuant to this Section 5.2.10(g), Lender shall execute and deliver any instrument reasonably necessary or appropriate to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) twenty (20) days prior written notice thereof; (b) a copy of the instrument or instruments of such grant; (c) an Officer’s Certificate stating that such grant does not materially impair the utility, operation and use of the Property or have a material adverse effect on the value of the Property or the financial condition or business of Borrower or the condition or ownership of the Property; and (d) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses incurred in connection with such grant.

(h) Notwithstanding the foregoing, Lender’s consent shall not be required for the leasing of television sets, telephone equipment, audio-visual equipment, or computer systems (“Equipment”) with respect to each Individual Property, provided Lender has received prior written notification of Borrower’s intent to lease such Equipment, and provided, further, that (i) any such lease is subject to commercially prudent terms and conditions, (ii) the Equipment leased is readily replaceable without material interference

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or interruption to the operation of the Property as required pursuant to the provisions of this Agreement, and (iii) the aggregate maximum amount of liability under such lease of such Equipment (whether in total lease payments then outstanding or due in the event of a termination of such lease or otherwise) located on or used in connection with each Individual Property is less than (A) two percent (2%) of the Allocated Loan Amount for such Individual Property and (B) together with all such other leases of Equipment at the Properties, in the aggregate, two percent (2%) of the outstanding principal balance of the Note (collectively, the “Permitted Equipment Financing”).

5.2.11 Permitted Transfer.

(a) Notwithstanding anything to the contrary contained in Section 5.2.10 hereof, Lender shall not unreasonably withhold its consent to a one-time sale, assignment, or other transfer of all of the Properties to a Permitted Transferee (defined below), provided that (x) Lender receives thirty (30) Business Days’ prior written notice of such transfer, (y) no Event of Default has occurred and is continuing under this Agreement, the Security Instruments, or the other Loan Documents and (z) upon the satisfaction of such conditions as may be imposed by Lender, which may include, but shall not be limited to, the following matters:

(i) Borrower or such Permitted Transferee shall pay any and all reasonable out-of-pocket costs incurred in connection with the transfer (including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes);

(ii) The transferee shall be a newly formed entity, and shall comply with all of the requirements of Section 4.1.35 hereof and shall be wholly owned and controlled by a Qualified Transferee or shall itself be a Qualified Transferee, and, in addition, Lender shall be reasonably satisfied that such Qualified Transferee (1) is generally creditworthy and reputable, (2) is free from any pending or existing bankruptcy, reorganization or insolvency proceedings in which such party is the debtor, (3) is not, at the time of transfer or in the past, a litigant, plaintiff or defendant in any suit brought against or by Lender, (4) has not been found by a court of competent jurisdiction to have committed a crime, fraud or similar malfeasance, (5) has not been indicted for any crime, and (6) has experience and a track record in owning and operating facilities similar to the Property, in each such case of clauses (1) through (5) above, as reasonably determined by Lender based on a Lexis/Nexis or similar background search of each such Person and its Affiliates (the “Permitted Transferee”);

(iii) The Permitted Transferee shall assume all of the obligations of Borrower under this Agreement, the Security Instruments and the other Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement (the “Assumption Agreement”) in form and substance reasonably satisfactory to Lender and delivering such legal opinions as Lender may reasonably require;

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(iv) The Qualified Transferee that owns and controls the Permitted Transferee or another entity satisfactory to Lender and the Rating Agencies (the “New Guarantor”) shall execute and deliver a Guaranty and an Environmental Indemnity in the same form and substance as the Guaranty and the Environmental Indemnity delivered in connection with the execution of this Agreement and otherwise reasonably satisfactory to Lender;

(v) The Permitted Transferee and the New Guarantor shall deliver all organizational documentation, which documentation shall be reasonably satisfactory to Lender, and shall deliver an opinion of counsel of the Permitted Transferee covering the Assumption Agreement and any other documents executed by the Permitted Transferee and the New Guarantor in connection therewith in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Borrower in connection with the execution of this Agreement, including, without limitation, an Insolvency Opinion in form and substance similar to the Insolvency Opinion delivered in connection with the execution of this Agreement;

(vi) The Permitted Transferee shall deliver certificates and enter into agreements and covenants, or cause each of its principals to deliver certificates and enter into agreements and covenants, which certificates, agreements and covenants shall be similar in nature to those delivered, executed or made by Borrower or Principal in connection with the execution of this Agreement relating to the single purpose, bankruptcy remote nature of the Permitted Transferee and its managing principals and the sufficient independence of the Permitted Transferee and its managing principals to make the substantive consolidation of the bankruptcy of such parties unlikely, and the Permitted Transferee shall deliver opinions of counsel with respect to the foregoing rendered by an independent law firm reasonably satisfactory to Lender or (if a Securitization shall have occurred) the Rating Agencies;

(vii) The Properties shall be managed by a Qualified Manager pursuant to a Replacement Management Agreement following such transfer;

(viii) The Properties shall be operated as first class full service hotels pursuant to Franchise Agreements or Replacement Franchise Agreements with a Qualified Franchisor;

(ix) The Operating Leases shall have been terminated;

(x) Lender shall receive evidence of insurance policies in the name of the Permitted Transferee and otherwise in compliance with the terms of this Agreement;

(xi) If a Securitization shall have occurred, Borrower or the Permitted Transferee shall deliver to Lender a Rating Confirmation;

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(xii) The Permitted Transferee shall deliver an endorsement to the existing Title Insurance Policy insuring the Lien of the Security Instruments, as modified by the Assumption Agreement, as a valid first lien on the Properties and naming the Permitted Transferee as owner of fee title to the Properties, which endorsement shall insure that, as of the recording of the Assumption Agreement, the Properties shall not be subject to any additional exceptions or liens other than Permitted Encumbrances; and

(xiii) If the Mezzanine Loan is outstanding, Lender shall have received written confirmation from Mezzanine Lender that Mezzanine Borrower has complied with all of the requirements of the Mezzanine Loan Documents with respect to a transfer of all of the Properties.

Section 5.3 REIT.

The REIT shall cause its issued and outstanding shares of stock to be listed for public trading on the New York Stock Exchange or such other nationally recognized stock exchange throughout the term of the Loan.

VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1 Insurance.

(a) Borrower shall obtain and maintain, or cause to be maintained, Policies for Borrower and the Properties providing at least the following coverages:

(i) comprehensive all risk insurance on the Improvements and the Personal Property, in each case (A) in an amount equal to 100% of the “Full Replacement Cost,” which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation, (B) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions; (C) providing for no deductible in excess of $100,000.00; and (D) providing coverage for contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction Endorsements together with an “Ordinance or Law Coverage” or “Enforcement” endorsement if any of the Improvements or the use of each Individual Property shall at any time constitute legal non-conforming structures or uses. The Full Replacement Cost shall be redetermined from time to time (but not more frequently than once in any twenty-four (24) calendar months) at the request of Lender by an appraiser or contractor designated and paid by Borrower and approved by Lender, or by an engineer or appraiser in the regular employ of the insurer. After the first appraisal, additional appraisals may be based on construction cost indices customarily employed in the trade. No omission on the part of Lender to request any such ascertainment shall relieve Borrower of any of its obligations under this Subsection. Notwithstanding clause (C) of this Section 6.1(a)(i) to the contrary, with respect to the comprehensive all risk insurance

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required by this Section 6.1(a)(i), Borrower shall be permitted to maintain a deductible of no more than $250,000.00 (the “Maximum Deductible”) provided Borrower delivers to Lender a Letter of Credit in an amount equal to the difference between the Maximum Deductible and $100,000.00, which Letter of Credit shall be held by Lender as additional collateral for the Loan, and Borrower shall have no right to request that Lender draw on the Letter of Credit. Upon the earlier of (i) repayment of the Loan in full or (ii) delivery to Lender of evidence reasonably satisfactory to Lender that the deductible for the all-risk insurance policy required pursuant to this Section 6.1(a)(i) is $100,000.00 or less, Lender shall return such Letter of Credit to Borrower and, to the extent required by the bank issuing such Letter of Credit in order to terminate or extinguish such Letter of Credit, Lender shall deliver to Borrower a letter addressed to such issuing bank directing such issuing bank to terminate or extinguish such Letter of Credit;

(ii) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about each Individual Property, including “Dram Shop” or other liquor liability coverage if alcoholic beverages are sold from or may be consumed at the Individual Property such insurance (A) to be on the so-called “occurrence” form with a combined single limit of not less than $1,000,000.00; (B) to continue at not less than the aforesaid limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) independent contractors; (4) blanket contractual liability for all written and oral contracts; and (5) contractual liability covering the indemnities contained in Article 10 of the Security Instruments to the extent the same is available;

(iii) business interruption/loss of rents insurance (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in Section 6.1(a)(i); (C) in an amount equal to 100% of the projected gross income, including all Rents and Accounts Receivable, from each Individual Property (on an actual loss sustained basis) for a period continuing until the Restoration of the Individual Property is completed; the amount of such business interruption/loss of rents insurance shall be determined prior to the Closing Date and at least once each year thereafter based on the greatest of: (x) Borrower’s reasonable estimate of the gross income from each Individual Property and the projected Rents under the related Operating Lease, if applicable, and (y) the highest gross income received during the term of the Note for any full calendar year prior to the date the amount of such insurance is being determined, in each case for the succeeding twenty-four (24) month period and (D) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and the Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of eighteen (18) months from the date that the applicable Individual Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the

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policy may expire prior to the end of such period; all insurance proceeds payable to Lender pursuant to this Section 6.1(a)(iii) shall be held by Lender and shall be applied to the obligations secured hereunder from time to time then due and payable hereunder and under the Note and this Agreement; provided, however, that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured hereunder on the respective dates of payment provided for in the Note and this Agreement except to the extent such amounts are actually paid out of the proceeds of such business interruption/loss of rents insurance;

(iv) at all times during which structural construction, repairs or alterations are being made with respect to the Improvements (A) owner’s contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the insurance provided for in Section 6.1(c)(ii); and (B) the insurance provided for in Section 6.1(a)(i) shall be written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to Section 6.1(a)(i), (3) shall include permission to occupy each Individual Property, and (4) shall contain an agreed amount endorsement waiving co-insurance provisions;

(v) workers’ compensation, subject to the statutory limits of the State in which each Individual Property is located, and employer’s liability insurance with a limit of at least $2,000,000.00 per accident and per disease per employee, and $2,000,000.00 for disease aggregate in respect of any work or operations on or about each Individual Property, or in connection with such Individual Property or its operation (if applicable);

(vi) comprehensive boiler and machinery insurance, if applicable, in amounts as shall be reasonably required by Lender on terms consistent with the commercial property insurance policy required under Section 6.1(a)(i);

(vii) if any portion of the Improvements is at any time located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended, or any successor law (the “Flood Insurance Acts”), flood hazard insurance of the following types and in the following amounts (A) coverage under Policies issued pursuant to the Flood Insurance Acts (the “Flood Insurance Policies”) in an amount equal to the maximum limit of coverage available for the applicable Individual Property under the Flood Insurance Acts, subject only to customary deductibles under such Policies and (B) coverage under supplemental private Policies in an amount, which when added to the coverage provided under the Flood Act Policies with respect to an Individual Property, is not less than the Allocated Loan Amount for such Individual Property;

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(viii) if any Individual Property is located in a seismic area designated as Zone 3 or 4 by S&P or Moody’s (Source ICBC, 1994 Uniform Building Code) earthquake, and, if required by Lender, sinkhole and mine subsidence insurance in amounts equal to two times (2x) the probable maximum loss of each Individual Property as determined by Lender in its sole discretion and in form and substance satisfactory to Lender, provided that the insurance pursuant to this Section 6.1(a)(viii) hereof shall be on terms consistent with the all risk insurance policy required under Section 6.1(a)(i) hereof;

(ix) umbrella liability insurance in an amount not less than One Hundred Million and No/100 Dollars ($100,000,000.00) per occurrence on terms consistent with the commercial general liability insurance policy required under Section 6.1(a)(ii) hereof;

(x) motor vehicle liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence, including umbrella coverage, of One Million and No/100 Dollars ($1,000,000.00);

(xi) a blanket fidelity bond and errors and omissions insurance coverage insuring against losses resulting from dishonest or fraudulent acts committed by (A) Borrower’s personnel; (B) any employees of outside firms that provide appraisal, legal, data processing or other services for Borrower or (C) temporary contract employees or student interns; and

(xii) such other insurance and in such amounts as are required pursuant to the Franchise Agreement or as Lender from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to each Individual Property located in or around the region in which the each Individual Property is located.

(b) All insurance provided for in Section 6.1(a) hereof shall be obtained under valid and enforceable policies (the “Policies” or in the singular, the “Policy”), in such forms and, from time to time after the date hereof, in such amounts as may be satisfactory to Lender, issued by financially sound and responsible insurance companies authorized to do business in the State in which each Individual Property is located and approved by Lender. The insurance companies must have a claims paying ability/financial strength rating equal to or better than the Minimum Required Rating (as hereinafter defined) by at least two (2) Rating Agencies (one of which will be S&P if they are rating the Securities and one of which shall be Moody’s if they are rating the Securities), or if only one Rating Agency is rating the Securities, then only by such Rating Agency (each such insurer shall be referred to below as a “Qualified Insurer”). As used in this Section 6.1(b), the insurance company or companies issuing any Policy shall be deemed to have been assigned the “Minimum Required Rating” by a particular Rating Agency if, (A) in the case of a Policy issued by four (4) or fewer insurance companies, (1) at least seventy-five percent (75%) of such insurance companies have been assigned a claims paying ability/financial strength rating equal to or better than “A” (or its equivalent) by such

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Rating Agency, and (2) no such insurance companies have been assigned a claims paying ability/financial strength rating below Investment Grade by such Rating Agency, and (B) in the case of a Policy issued by five (5) or more insurance companies, (1) at least sixty percent (60%) of such insurance companies have been assigned a claims paying ability/financial strength rating equal to or better than “A” (or its equivalent) by such Rating Agency, and (2) no such insurance companies have been assigned a claims paying ability/financial strength rating below Investment Grade by such Rating Agency. Borrower will be required to maintain insurance against terrorism, terrorist acts (including bio-terrorism) or similar acts of sabotage (“Terrorism Insurance”) with coverage amounts of not less than an amount equal to the full insurable value of the Improvements and the Personal Property and eighteen (18) months of business interruption/loss of rents insurance (the “Terrorism Insurance Required Amount”). Notwithstanding the foregoing sentence, Borrower shall not be obligated to expend more than $1,000,000.00 in any fiscal year on Insurance Premiums for Terrorism Insurance (the “Terrorism Insurance Cap”) and if the cost of the Terrorism Insurance Required Amount exceeds the Terrorism Insurance Cap, Borrower shall purchase the maximum amount of Terrorism Insurance available with funds equal to the Terrorism Insurance Cap; provided, however, in the event such Terrorism Insurance is customarily maintained as part of the all risk coverage required pursuant to Section 6.1(a)(i) hereof by owners of hotel properties in the United States of similar type, size and quality as the Property, Borrower shall maintain such Terrorism Insurance as a part thereof, regardless of the cost of the related Insurance Premiums. Not less than thirty (30) days prior to the expiration dates of the Policies theretofore furnished to Lender pursuant to Section 6.1(a), Borrower shall deliver certified copies of the Policies marked “premium paid” or accompanied by evidence satisfactory to Lender of payment of the premiums due thereunder (the “Insurance Premiums”).

(c) Borrower may obtain (i) any umbrella or blanket liability or casualty Policy provided that, in each case, such Policy is approved in advance in writing by Lender and Lender’s interest is included therein as provided in this Agreement and such Policy is issued by a Qualified Insurer, or (ii) separate insurance concurrent in form or contributing in the event of loss with that required in Section 6.1(a) to be furnished by, or which may be reasonably required to be furnished by, Borrower. In the event Borrower obtains separate insurance or an umbrella or a blanket policy, Borrower shall notify Lender of the same and shall cause certified copies of each Policy to be delivered as required in Section 6.1(a). Any blanket insurance Policy shall specifically allocate to the Individual Property the amount of coverage from time to time required hereunder and shall otherwise provide the same protection as would a separate Policy insuring only the Individual Property in compliance with the provisions of Section 6.1(a). Notwithstanding Lender’s approval of any umbrella or blanket liability or casualty Policy hereunder, Lender reserves the right, in its sole discretion, to require Borrower to obtain a separate Policy in compliance with this Section 6.1.

(d) All Policies provided for or contemplated by Section 6.1(a) hereof, except for the Policy referenced in Section 6.1(a)(v), shall name Lender and Borrower as the insured or additional insured, as their respective interests may appear, and in the case of property damage, boiler and machinery, and flood insurance, shall contain a so-called New York standard non-contributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender.

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(e) All Policies provided for in Section 6.1(a) hereof shall contain clauses or endorsements to the effect that:

(i) no act or negligence of Borrower, or anyone acting for Borrower, or failure to comply with the provisions of any Policy which might otherwise result in a forfeiture of the insurance or any part thereof, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned;

(ii) the Policy shall not be materially changed (other than to increase the coverage provided thereby) or cancelled without at least 30 days’ written notice to Lender and any other party named therein as an insured;

(iii) each Policy shall provide that the issuers thereof shall give written notice to Lender if the Policy has not been renewed thirty (30) days prior to its expiration; and

(iv) Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder.

(f) Borrower shall furnish to Lender, on or before thirty (30) days after the close of each of Borrower’s fiscal years, a statement certified by Borrower or a duly authorized officer of Borrower of the amounts of insurance maintained in compliance herewith, of the risks covered by such insurance and of the insurance company or companies which carry such insurance and, if requested by Lender, verification of the adequacy of such insurance by an independent insurance broker or appraiser reasonably acceptable to Lender.

(g) If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender shall have the right, without notice to Borrower to take such action as Lender deems necessary to protect its interest in the Properties, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate, and all expenses incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and until paid shall be secured by the Security Instruments and shall bear interest at the Default Rate.

(h) In the event of a foreclosure of any of the Security Instruments, or other transfer of title to any Individual Property in extinguishment in whole or in part of the Debt all right, title and interest of Borrower in and to the Policies then in force and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or Lender or other transferee in the event of such other transfer of title.

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Section 6.2 Casualty.

If an Individual Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of any such damage to Lender and, shall promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender except as permitted by and otherwise in accordance with Section 6.4. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance provided, however, that any Insurance Proceeds received by Lender in respect of such damage or destruction shall be made available to pay the costs of such Restoration at the time or times, and subject to satisfaction of the applicable conditions precedent, specified in Section 6.4 hereof.. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower.

Section 6.3 Condemnation.

Borrower shall promptly give Lender notice of the actual or threatened in writing commencement of any proceeding for the Condemnation of all or any part of any Individual Property and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall, promptly proceed to restore, repair, replace or rebuild such Individual Property in a workmanlike manner to the extent practicable (and permitted by applicable zoning laws in effect at the time) to be of at least equal value and substantially the same character as prior to such Condemnation and otherwise comply with the provisions of Section 6.4 hereof. If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 6.4 Restoration.

The following provisions shall apply in connection with the Restoration of any Individual Property:

(a) If the Net Proceeds shall be less than the greater of (i) five percent (5%) of the Allocated Loan Amount of such Individual Property and (ii) $2,000,000.00 (the “Threshold Amount”), and the costs of completing the Restoration shall be less than the Threshold Amount, the Net Proceeds will be disbursed by Lender to Borrower upon

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receipt, provided that all of the conditions set forth in Section 6.4(b)(i) are met and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement.

(b) If the Net Proceeds are equal to or greater than the Threshold Amount or the costs of completing the Restoration is equal to or greater than the Threshold Amount Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 6.4. The term “Net Proceeds” shall mean: (i) the net amount of all insurance proceeds received by Lender pursuant to Section 6.1(a)(i), (iv), (vi), (vii) and (viii) as a result of such damage or destruction, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Insurance Proceeds”), or (ii) the net amount of the Award, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Condemnation Proceeds”), whichever the case may be.

(i) The Net Proceeds shall be made available to Borrower for Restoration provided that each of the following conditions are met:

(A) no Event of Default shall have occurred and be continuing;

(B) (1) in the event the Net Proceeds are Insurance Proceeds, less than forty percent (40%) of the total floor area of the Improvements on the Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than twenty percent (20%) of the land constituting the Individual Property is taken, and such land is located along the perimeter or periphery of the Individual Property, and no portion of the Improvements is located on such land;

(C) The Operating Lease in effect as of the date of the occurrence of such Casualty or Condemnation, whichever the case may be, shall remain in full force and effect during the Restoration and shall not otherwise terminate as a direct result of the Casualty or Condemnation;

(D) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than sixty (60) days after such Casualty or Condemnation, whichever the case may be, occurs (subject to Force Majeure Delays and delays in the claims adjustments process outside the control of Borrower, Operating Tenant, Guarantor or any of their respective Affiliates) and shall diligently pursue the same to satisfactory completion in compliance with all Applicable Laws, including, without limitation, all applicable Environmental Laws and in accordance with the terms and conditions of the Franchise Agreement;

(E) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note, which will be

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incurred with respect to the Individual Property as a result of the occurrence of any such Casualty or Condemnation, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 6.1(a)(iii), if applicable, and (3) by other funds of Borrower;

(F) Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) six (6) months prior to the Maturity Date, (2) subject to Force Majeure Delays, six (6) months after the occurrence of such Casualty or Condemnation, (3) the earliest date required for such completion under the terms of any Ground Lease with respect to the applicable Individual Property, (4) the date required for such completion pursuant to the Operating Lease, (5) the date required for such completion pursuant to the Franchise Agreement, (6) such time as may be required under Applicable Law, in order to repair and restore the applicable Individual Property to the condition it was in immediately prior to such Casualty or Condemnation or (7) the expiration of the insurance coverage referred to in Section 6.1(a)(iii);

(G) the Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all Applicable Laws;

(H) Lender shall be satisfied that the debt service coverage ratio after the completion of the Restoration shall be equal to or greater than 1.30 to 1;

(I) such Condemnation does not result in the total loss of access to the Individual Property or the related Improvements;

(J) Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be acceptable to Lender;

(K) the Net Proceeds together with any Cash or Cash equivalent deposited by Borrower with Lender are sufficient in Lender’s discretion to cover the cost of the Restoration;

(L) the Management Agreement in effect as of the date of the occurrence of such Casualty or Condemnation, whichever the case may be, shall (1) remain in full force and effect during the Restoration and shall not otherwise terminate as a result of the Casualty or Condemnation or the Restoration or (2) if terminated, shall have been replaced with a Replacement Management Agreement with a Qualified Manager in accordance with Section 5.1.18 hereof, prior to the opening or reopening of the applicable Individual Property or any portion thereof for business with the public; and

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(M) the Franchise Agreement is not terminated as a result of such casualty, or if terminated, shall have been replaced with a Replacement Franchise Agreement with a Qualified Franchisor in accordance with Section 5.1.21 hereof, prior to the opening or reopening of the applicable Individual Property or any portion thereof for business with the public.

(ii) The Net Proceeds shall be held by Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 6.4(b), shall constitute additional security for the Debt and other obligations under the Loan Documents. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other Liens or encumbrances of any nature whatsoever on the Individual Property which have not either been fully bonded to the satisfaction of Lender and discharged of record, are being duly contested in accordance with Section 5.2.1 hereof, or in the alternative fully insured to the satisfaction of Lender by the title company issuing the Title Insurance Policy.

(iii) All plans and specifications required in connection with the Restoration, the cost of which is greater than the Threshold Amount, shall be subject to prior review and acceptance in all respects by Lender and by an independent consulting engineer selected by Lender (the “Casualty Consultant”). Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration the cost of which is greater than the Threshold Amount, as well as the contracts under which they have been engaged, shall be subject to prior review and acceptance by Lender and the Casualty Consultant. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower.

(iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Casualty Retainage. The term “Casualty Retainage” shall mean an amount equal to ten percent (10%) until such time as fifty percent (50%) of the Restoration has been completed (as certified by the Casualty Consultant), and thereafter, five percent (5%), of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 6.4(b), be less than the amount actually held back by Borrower from

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contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b) and that all approvals necessary for the re-occupancy and use of the Individual Property have been obtained from all appropriate Governmental Authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy for the related Individual Property, and Lender receives an endorsement to such Title Insurance Policy insuring the continued priority of the Lien of the related Security Instrument and evidence of payment of any premium payable for such endorsement. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

(v) Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month.

(vi) If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the opinion of Lender in consultation with the Casualty Consultant, if any, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “Net Proceeds Deficiency”) with Lender before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 6.4(b) shall constitute additional security for the Debt and other obligations under the Loan Documents.

(vii) The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Lender after the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b), and the receipt by Lender of evidence satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be remitted by Lender to Borrower, provided no Event of Default shall have occurred and shall be continuing under the Note, this Agreement or any of the other Loan Documents.

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(c) All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant to Section 6.4(b)(vii) may be retained and applied by Lender toward the payment of the Debt whether or not then due and payable in such order, priority and proportions as Lender in its sole discretion shall deem proper, or, at the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender shall approve, in its discretion. If Lender shall receive and retain Net Proceeds, the Lien of the Security Instruments shall be reduced only by the amount thereof received and retained by Lender and actually applied by Lender in reduction of the Debt.

VII. RESERVE FUNDS

Section 7.1 Required Repair Funds.

7.1.1 Required Repairs.

Borrower shall, within thirty (30) days of the required deadline for each repair as set forth on Schedule III, deliver evidence reasonably satisfactory to Lender that, the repairs at the Property, as more particularly set forth on Schedule III hereto (the “Required Repairs”), have been completed in a good and workmanlike manner, in accordance with all Legal Requirements and Environmental Laws, and free from all Liens, claims and other encumbrances not previously approved by Lender.. It shall be an Event of Default under this Agreement if Borrower does not deliver such evidence to Lender within such time period.

7.1.2 Deposits.

Within thirty (30) days of Borrower’s receipt of notice from Lender that Lender intends to securitize or syndicate all or a portion of the Loan in accordance with Sections 9.1 or 9.7 respectively hereof, and that the Required Repair Account must be funded, Borrower shall (i) deliver evidence reasonably satisfactory to Lender of the Required Repairs that have been completed (or if not completed, the status of the completion of such Required Repairs), and (ii) deposit an amount equal to 125% of Lender’s estimated cost to complete the Required Repairs as set forth on Schedule III attached hereto (the “Required Repair Funds”) into the Required Repair Account. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.7 hereof. Upon the occurrence of an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at one or more of the Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

7.1.3 Release of Required Repair Funds.

Lender shall disburse to Borrower the Required Repair Funds from the Required Repair Account from time to time upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made and specifies the Required Repairs to be paid, (b) on the date such request is received by Lender and on the date such

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payment is to be made, no Event of Default shall exist and remain uncured, (c) Lender shall have received an Officers’ Certificate (i) stating that all Required Repairs at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and, to the best of Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Required Repairs, (ii) identifying each Person that supplied materials or labor in connection with the Required Repairs performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) in connection with any requested disbursement in excess of $250,000, at Lender’s option, a title search for such Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (e) Borrower shall have delivered to Lender, if required by Lender in connection with any requested disbursement, (i) evidence reasonably satisfactory to Lender that Borrower has applied any Required Repair Funds previously disbursed to it pursuant to this Section 7.1.2 toward the Required Repair costs and expenses for which such Required Repair Funds were disbursed, and (f) Lender shall have received such other evidence as Lender shall reasonably request that the Required Repairs at such Individual Property to be funded by the requested disbursement have been completed and are paid for upon such disbursement to Borrower. Lender shall not be required to make disbursements from the Required Repair Account with respect to any Individual Property unless such requested disbursement is in an amount greater than $10,000 (or a lesser amount if the total amount in the Required Repair Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made). Lender shall not be obligated to make disbursements from the Required Repair Account with respect to an Individual Property in excess of the amount allocated for such Individual Property as set forth on Schedule III hereto.

Section 7.2 Tax and Insurance Escrow Fund.

Borrower shall pay to Lender on each Payment Date (a) one-twelfth of the Taxes (the “Monthly Tax Deposit”) that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates; and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Properties shall not constitute an approved blanket or umbrella Policy pursuant to Section 6.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Section 6.1(c) hereof, one-twelfth of the Insurance Premiums (the “Monthly Insurance Premium Deposit”) that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (said amounts in (a) and (b) above hereinafter called the “Tax and Insurance Escrow Fund”). In the event Lender shall elect to collect payments in escrow for Insurance Premiums pursuant to clause (b) above, Borrower shall pay to Lender an initial deposit to be determined by Lender, in its sole discretion, to increase the amounts in the Tax and Insurance Escrow Fund to an amount which, together with anticipated Monthly Insurance Premium Deposits, shall be sufficient to pay all Insurance Premiums as they

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become due. The Tax and Insurance Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note and this Agreement, shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Lender will apply the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 5.1.2 and 6.1, respectively, hereof. In making any payment relating to the Tax and Insurance Escrow Fund, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 5.1.2 and 6.1, respectively, hereof, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Escrow Fund. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the Properties. Any amount remaining in the Tax and Insurance Escrow Fund after the Debt has been paid in full shall be returned to Borrower. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (a) and (b) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

Section 7.3 Replacements and Replacement Reserve.

7.3.1 Replacement Reserve Fund.

(a) Borrower shall pay to Lender on each Payment Date following the occurrence of a Securitization or Syndication, with respect to each Individual Property, the Replacement Reserve Monthly Deposit for (i) replacement of FF&E and (ii) capital repairs, replacements and improvements necessary to keep the Property in the same order and repair as of the date hereof or in the condition required pursuant to the Operating Lease, the Management Agreement, Franchise Agreement or Approved Capital Budget or prevent deterioration of the Property, including but not limited to the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and door ways, windows, elevators and mechanical and HVAC equipment (collectively, the “Replacements”). Borrower covenants and agrees to provide Lender evidence reasonably acceptable to Lender, within thirty (30) days after the start of each calendar month, of the Actual Amount for the Property for the immediately preceding calendar month (for example, with respect to the Replacement Reserve Monthly Deposit payable on the Payment Date occurring in June, Borrower shall provide Lender evidence of the Actual Amount for the month of April on or prior to May 30).

(b) In the event the Actual Amount spent by Borrower for FF&E and other Replacements to the Property in any given Subject Month exceeds one twelfth of the Required Expenditure Amount or the amount budgeted to be spent in the Subject Month pursuant to the Approved Capital Budget, as applicable pursuant to the last paragraph of

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the definition of “Replacement Reserve Monthly Deposit” (such amount, the “Excess Expenditure Amount”), Borrower shall be permitted to carry forward the amount of the Excess Expenditure Amount (to the extent that such amount has not been reimbursed from the Replacement Reserve Account or otherwise credited to any subsequent Replacement Reserve Monthly Deposits) as a reduction to subsequent Replacement Reserve Monthly Deposits in the applicable Fiscal Year, until such Excess Expenditure Amount has been exhausted, it being understood that, to the extent that any portion of such Excess Expenditure Amount remains to be credited, such portion of the Excess Expenditure Amount shall not be credited once a new Fiscal Year has commenced.

(c) Amounts so deposited shall hereinafter be referred to as Borrower’s “Replacement Reserve Fund” and shall be allocated to the Individual Property from which the amounts deposited derive.

7.3.2 Disbursements from Replacement Reserve Account.

(a) Lender shall make disbursements from the Replacement Reserve Account to reimburse Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance (i.e., work not included in the definition of Replacements) to an Individual Property or for the costs which are to be reimbursed from the Required Repair Fund. Lender shall not be obligated to make disbursements from the Replacement Reserve Account with respect to an Individual Property in excess of the amount deposited for such Individual Property pursuant to Section 7.3.1 hereof.

(b) With respect to Replacements that are FF&E, Lender shall disburse to Borrower Replacement Reserve Funds from the Replacement Reserve Account from time to time upon delivery to Lender of an Officer’s Certificate (i) specifying the FF&E for which Borrower is seeking a disbursement from the Replacement Reserve Account and (ii) certifying (A) the amount of FF&E expenditures (with copies of invoices and receipts, with respect to invoices in excess of $25,000 attached to such Officer’s Certificate) actually paid or to be paid by Borrower for such FF&E and (B) that Borrower had not previously received any disbursements from the Replacement Reserve Account or any other Reserve Account for any or all of such FF&E.

(c) With respect to Replacements that are not FF&E, Lender shall disburse to Borrower the Replacement Reserve Funds from the Replacement Reserve Account from time to time upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a written request for payment to Lender at least twenty (20) days prior to the date on which Borrower requests such payment be made and specifies the Replacements the cost of which is required to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) Lender shall have received an Officers’ Certificate (A) stating that all Replacements at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and, to Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other

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approval by any Governmental Authority required to commence and/or complete the Replacements, (B) identifying the general contractor and/or each other Person that has a direct contract with Borrower or Operating Tenant and that supplied materials or labor in connection with the Replacements performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, (C) stating that each such Person has been paid or will be paid in full upon such disbursement, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender if such payment is in excess of $250,000.00, and (D) certifying that all funds previously disbursed from the Replacement Reserve Account have been applied by Borrower toward the expenses for which they were disbursed and the Replacement Reserve Funds being requested will be applied to pay or reimburse for materials or work permitted hereunder and done in accordance herewith, (iv) at Lender’s option, a title search for such Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (v) Lender shall have received such other evidence as Lender shall reasonably request that the Replacements at such Individual Property to be funded by the requested disbursement have been completed and are paid for upon such disbursement to Borrower and (vi) Lender has received evidence reasonably satisfactory to Lender that the materials for which the request is made (x) are on-site at the applicable Property and are properly secured or have been installed in such Property or (y) if stored off-site, are properly secured and adequately insured against theft, casualty or other loss thereof.

(d) Borrower shall not make a request for disbursement from the Replacement Reserve Account more frequently than once in any calendar month and (except in connection with the final disbursement) the total cost of all Replacements in any request shall not be less than $25,000.

7.3.3 Performance of Replacements.

(a) Borrower shall make Replacements when required in order to keep each Individual Property in condition and repair consistent with other first class, full service hotels in the same market segment and under the same franchisor in the geographic area in which the respective Individual Property is located, and to keep each Individual Property or any portion thereof from deteriorating. Borrower shall complete all Replacements in a good and workmanlike manner as soon as practicable following the commencement of making each such Replacement.

(b) Lender may require an inspection of an Individual Property at Borrower’s expense prior to making a monthly disbursement from the Replacement Reserve Account, with respect to each Individual Property, in order to verify completion of the Replacements for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of any amounts from the Replacement Reserve Account with respect to any request for disbursement in excess of $25,000. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional.

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(c) The Replacements and all materials, equipment, fixtures, or any other item comprising a part of any Replacement shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialmen’s or other Liens and in a good and workmanlike manner.

(d) All Replacements shall comply with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the applicable Individual Property and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

(e) Nothing in this Agreement shall obligate Lender to apply all or any portion of the Replacement Reserve Fund on account of an Event of Default to payment of the Debt or in any specific order or priority.

7.3.4 Balance in the Replacement Reserve Account.

The insufficiency of any balance in the Replacement Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

Section 7.4 Intentionally Deleted.

Section 7.5 Intentionally Deleted.

Section 7.6 Ground Lease Escrow Fund.

Borrower shall pay to Lender, together with the Monthly Debt Service Payment Amount, an amount (the “Monthly Ground Rent Deposit”) that is estimated by Lender to be due and payable by Borrower under the Ground Lease for all rent and any and all other charges (the “Ground Rent”) which may be due by Borrower under the Ground Lease in order to accumulate with Lender sufficient funds to pay all sums payable under the Ground Lease at least ten (10) Business Days prior to the dates due (said amounts, hereinafter called the “Ground Lease Escrow Fund”). The Ground Lease Escrow Fund is for the purpose of paying all sums due under the Ground Lease. Upon Borrower’s failure to pay any Ground Rent after the receipt of any notice and at least ten (10) days prior to the expiration of any cure period available to Borrower pursuant to the Ground Lease, Lender may, in its discretion, apply any amounts held in the Ground Lease Escrow Fund to the payment of such Ground Rent; provided however, that the provisions of this Section 7.6 shall not be deemed to create any obligation on the part of Lender to pay any such Ground Rent from amounts on deposit in the Ground Lease Escrow Fund. Such deposit may be increased by Lender in the amount Lender deems is necessary in its reasonable discretion based on any increases in the Ground Rent due under the Ground Lease. In the event an Individual Property subject to a Ground Lease is released from the Lien of its related Security Instrument in accordance with Section 2.5 hereof, (a) any amount held in the Ground Rent Account and allocated for such Individual Property shall be returned to Borrower and (b) the Monthly Ground Rent Deposit shall be reduced by the monthly deposit allocated for such Individual Property.

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Section 7.7 Reserve Funds, Generally.

(a) Borrower grants to Lender a first-priority perfected security interest in each of the Reserve Funds and the related Accounts and any and all monies now or hereafter deposited in each Reserve Fund and related Account as additional security for payment of the Debt. Until expended or applied in accordance herewith, the Reserve Funds and the related Accounts shall constitute additional security for the Debt.

(b) Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any or all of the Reserve Funds to the payment of the Debt in any order in its sole discretion.

(c) The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by Lender.

(d) The Reserve Funds shall be held in interest bearing accounts and all earnings or interest on a Reserve Fund shall be added to and become a part of such Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Fund.

(e) Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Reserve Fund or related Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.

(f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Funds or the related Accounts or the performance of the obligations for which the Reserve Funds or the related Accounts were established, except to the extent arising from the gross negligence or willful misconduct of Lender, its agents or employees. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from or secured by the Reserve Funds or the related Accounts; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Section 7.8 Letters of Credit.

(a) Each Letter of Credit delivered under Section 6.1(a) hereof shall be additional security for the payment of the Debt. Upon the occurrence and during the continuation of an Event of Default, Lender shall have the right, at its option, to draw on any Letter of Credit and to apply all or any part thereof to the payment of the items for

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which such Letter of Credit was established or to apply such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine. On the Maturity Date, if the Debt is not paid in full, any such Letter of Credit may be applied to reduce the Debt.

(b) In addition to any other right Lender may have to draw upon a Letter of Credit pursuant to the specific terms and conditions of this Agreement, Lender shall have the additional rights to draw in full on any Letter of Credit: (i) if Lender has received a notice from the issuing bank that such Letter of Credit will not be renewed and either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (ii) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if the termination of such Letter of Credit is permitted pursuant to the terms and conditions of this Agreement or a substitute Letter of Credit is provided); or (iii) if Lender has received notice that the bank issuing the Letter of Credit shall cease to meet the long-term unsecured debt rating set forth in the definition of “Letter of Credit” in Section 1.1 hereof, and Borrower has failed to deliver to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit. Notwithstanding anything to the contrary contained herein, Lender shall not be obligated to draw down on any Letter of Credit upon the happening of an event specified in clause (i), (ii) or (iii) above and shall not be liable for any losses sustained by Borrower due to the insolvency of the bank issuing the Letter of Credit if Lender has not drawn the Letter of Credit, and in the event of the insolvency of the bank issuing the Letter of Credit or if the bank issuing the Letter of Credit ceases to meet the long-term unsecured debt rating described above, Borrower shall promptly provide to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit.

VIII. DEFAULTS

Section 8.1 Event of Default.

(a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (i) Borrower shall fail to make any payment of interest or principal or default interest required hereunder or the monthly escrow or reserve deposits required hereunder or under the other Loan Documents, and such failure shall continue for more than three (3) days from the date such payment was due, (ii) the late charges required under Section 2.2.6 hereof are not paid when due or (iii) any portion of the Debt is not paid on the Maturity Date;

(ii) if any of the Taxes or Other Charges are not paid on or before the date that they shall become delinquent, subject to Borrower’s right to contest Taxes in accordance with Section 5.1.2 hereof, except to the extent sums sufficient to pay such Taxes and Other Charges have been deposited with Lender in accordance with the terms of Article 3 hereof;

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(iii) if the Policies are not kept in full force and effect;

(iv) if Borrower transfers or encumbers any portion of any of the Properties in violation of the provisions of Section 5.2.10 hereof or Article 7 of the Security Instruments;

(v) if any representation or warranty made by Borrower, Principal, or Guarantor herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made;

(vi) if Borrower, Principal, or Guarantor shall make an assignment for the benefit of creditors;

(vii) if a receiver, liquidator or trustee shall be appointed for Borrower, Principal, Guarantor or any other Guarantor under any guarantee issued in connection with the Loan or if Borrower, Principal, Guarantor or such other Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code, or any similar federal or State law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Principal, Guarantor or such other Guarantor, or if any proceeding for the dissolution or liquidation of Borrower, Principal, Guarantor or such other Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Principal, Guarantor or such other Guarantor, upon the same not being discharged, stayed or dismissed within sixty (60) days;

(viii) if Borrower assigns its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(ix) if Borrower breaches any of its respective negative covenants contained in Section 5.2.2, 5.2.3, 5.2.4, 5.2.7 or 5.2.8 hereof;

(x) if a material default has occurred and continues beyond any applicable notice and cure period under the Management Agreement (or any Replacement Management Agreement) if such default permits the Manager thereunder to terminate or cancel the Management Agreement (or any Replacement Management Agreement);

(xi) if Borrower or Principal violates or does not comply with any of the provisions of Section 4.1.35 hereof in any material respect;

(xii) if any Individual Property becomes subject to any mechanic’s, materialman’s or other Lien other than a Lien for local real estate taxes and assessments not then due and payable and, subject to Section 5.2.1 hereof, such Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of sixty (60) days;

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(xiii) if any federal tax Lien or state or local income tax Lien is filed against Borrower, Principal, any Guarantor, or any Individual Property and, subject to Section 5.1.2 hereof, the same is not discharged of record within thirty (30) days after same is filed;

(xiv) (A) Borrower is a Plan or its assets constitute Plan Assets; or (B) Borrower consummates a transaction which would cause the Security Instruments or Lender’s exercise of its rights under the Security Instruments, the Note, this Agreement or the other Loan Documents to constitute a nonexempt prohibited transaction under ERISA or result in a violation of a State statute regulating governmental plans, subjecting Lender to liability for a violation of ERISA, the Code, a State statute or other similar law;

(xv) if any default occurs under any guaranty or indemnity executed in connection herewith (including, without limitation, the Guaranty and the Environmental Indemnity) and such default continues after the expiration of applicable grace periods, if any;

(xvi) if (i) the Interest Rate Cap Agreement is terminated for any reason by Borrower or the Counterparty, or (ii) the Counterparty defaults in the performance of its monetary obligations under the Interest Rate Cap Agreement or (iii) the rating of the Counterparty is subject to any downgrade, withdrawal or qualification by an Rating Agency, and Borrower does not within thirty (30) Business Days (A) replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement in accordance with Section 2.4 hereof, and (B) deliver to Lender, in form and substance reasonably satisfactory to Lender (x) an Assignment of Interest Rate Cap (y) a recognition letter from the Counterparty thereto acknowledging the assignment of the Replacement Interest Rate Cap Agreement and (z) any other opinions or documents required pursuant to Section 2.4 hereof;

(xvii) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xviii) if Borrower shall fail to pay the Ground Rent or any additional rent or other charge mentioned in or made payable by any Ground Lease when said rent or other charge is due and payable, after the expiration of any applicable grace or cure period;

(xix) if there shall occur any default by Borrower, as tenant under any Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of Borrower to be observed or

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performed and said default is not cured following the expiration of any applicable grace and notice periods therein provided, or if the leasehold estate created by such Ground Lease shall be surrendered or if such Ground Lease shall cease to be in full force and effect or such Ground Lease shall be terminated or canceled for any reason or under any circumstances whatsoever, or if any of the terms, covenants or conditions of such Ground Lease shall in any manner be modified, changed, supplemented, altered, or amended without the consent of Lender;

(xx) if any of the assumptions contained in the Insolvency Opinion, or in any other “non-consolidation” opinion delivered to Lender in connection with the Loan, or in any other “non-consolidation” opinion delivered subsequent to the closing of the Loan, is, or becomes untrue in any material respect;

(xxi) if a default has occurred and continues beyond any applicable notice and cure period under the Franchise Agreement, and such default permits a party to terminate or cancel the Franchise Agreement and Borrower has not entered into a Replacement Franchise Agreement pursuant to Section 5.1.21 hereof;

(xxii) if Borrower ceases to operate a hotel on any Individual Property or terminates such business for any reason whatsoever (other than temporary cessation in connection with any renovations to an Individual Property or restoration of the Individual Property after Casualty or Condemnation);

(xxiii) if Borrower terminates or cancels the Franchise Agreement, or the Franchise Agreement expires pursuant to its terms, and, in either case, Borrower has not entered into a Replacement Franchise Agreement pursuant to Section 5.1.21 hereof, or operates the Property under the name of any franchisor or hotel chain or system other than that of a Qualified Franchisor without Lender’s prior written consent;

(xxiv) if there shall be default under the Security Instruments or any of the other Loan Documents beyond any applicable notice and cure periods contained in such documents, whether as to Borrower or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xxv) if there shall occur any default by the Operating Tenant, as lessee under the Operating Lease, in the observance or performance of any term, covenant or condition of the Operating Lease on the part of the Operating Tenant to be observed or performed, and said default is not cured prior to the expiration of any applicable grace period therein provided, or if any one or more of the events referred to in the Operating Lease shall occur which would cause the Operating Lease to terminate without notice or action by the landlord thereunder or which would entitle the landlord to terminate the Operating Lease (except with respect to such defaults for which Borrower may expressly terminate the

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Operating Lease under Section 5.1.24 hereof) and the term thereof by giving notice to the Operating Tenant, as tenant thereunder, or there shall be a sale, pledge or encumbrance of the Operating Lease by Operating Tenant, or if the Operating Lease expires pursuant to its terms or if any default occurs under the Subordination and Attornment Agreement made between Operating Tenant and Lender dated as of the date hereof and such default continues after the expiration of applicable notice and grace periods, if any, and under any of the foregoing circumstances the Operating Lease is not replaced within thirty (30) days with a Replacement Operating Lease in accordance with the terms and conditions of Section 5.1.24 hereof), or if the leasehold estate created by the Operating Lease shall be surrendered or the Operating Lease shall be terminated or cancelled for any reason or under any circumstances whatsoever and is not replaced within thirty (30) days with a replacement Operating Lease in accordance with the terms and conditions of Section 5.1.24 hereof, or if any of the terms, covenants or conditions of the Operating Lease shall in any manner be modified, changed, supplemented, altered, or amended, other than in accordance with Section 5.1.24 hereof;

(xxvi) any assignment, subletting, conveyance, mortgage, pledge or other encumbrance or transfer of the Operating Tenant’s leasehold interest in Operating Lease (other than as permitted thereunder without the Borrower’s consent) without (to the extent required hereunder) Lender’s prior written consent and a Rating Confirmation; or

(xxvii) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xxvi) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such 30 day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days.

(b) Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, and to the extent permitted by Applicable Law, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or any Individual Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and any or all of the Properties, including, without limitation, all rights or remedies available at law or in

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equity; and upon the occurrence and continuance of any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2 Remedies.

(a) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, to the extent permitted by Applicable Law, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any Individual Property or any other Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by Applicable Law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by Applicable Law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing, to the extent permitted by Applicable Law, (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all Liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Properties and the other Collateral and each Security Instrument has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) With respect to Borrower and the Properties, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any Individual Property or Collateral for the satisfaction of any of the Debt in preference or priority to any other Individual Property or Collateral, and Lender may seek satisfaction out of all of the Properties or any other Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, to the extent permitted by Applicable Law, Lender shall have the right from time to time to partially foreclose the Security Instruments in any manner and for any amounts secured by the Security Instruments then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose one or more of the Security Instruments to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose one or more of the Security Instruments to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by one or more of the Security

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Instruments as Lender may elect. Notwithstanding one or more partial foreclosures, the Properties shall remain subject to the Security Instruments to secure payment of sums secured by the Security Instruments and not previously recovered.

(c) Lender shall have the right, from time to time, to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until five (5) Business Days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date.

Section 8.3 Remedies Cumulative; Waivers.

To the extent permitted by Applicable Law, the rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. To the extent permitted by Applicable Law, Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. To the extent permitted by Applicable Law, no delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one or more Defaults or Events of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

IX. SPECIAL PROVISIONS

Section 9.1 Sale of Notes and Securitization

Lender may, at any time, sell, transfer or assign the Note, this Agreement, the Security Instruments and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage pass-through certificates or other securities (the “Securities”) evidencing a beneficial interest in a rated or unrated public offering

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or private placement (a “Securitization”). At the request of the holder of the Note and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall cooperate with Lender to satisfy the market standards to which the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with a Securitization or the sale of the Note or the participations or Securities, including, without limitation, to:

(a) (i) provide such financial and other information with respect to the Properties, Borrower, Guarantor, the REIT, Operating Tenant, and the Manager, (ii) provide budgets relating to the Properties and (iii) to perform or permit or cause to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the “Provided Information”), together, if customary, with appropriate verification and/or consents of the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies;

(b) if required by the Rating Agencies, deliver (i) a revised Insolvency Opinion, (ii) revised opinions of counsel as to due execution and enforceability with respect to the Properties, Borrower, Guarantor, Principal, and Operating Tenant and the Loan Documents, and (iii) revised organizational documents for Borrower, Guarantor, and Principal, and Operating Tenant (including, without limitation, such revisions as are necessary to comply with the provisions of Section 4.1.35 hereof), which counsel, opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;

(c) execute such amendments to the Loan Documents and organizational documents as may be requested by the holder of the Note or the Rating Agencies or otherwise to effect the Securitization; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (except for modifications and amendments required to be made pursuant to Section (e) and (f) below), (i) change the interest rate, the stated maturity or the amortization of principal set forth in the Note, or (ii) modify or amend any other material term of the Loan;

(d) if Lender elects, in its sole discretion, prior to or upon a Securitization, to split the Loan into two or more parts, or the Note into multiple component notes or tranches which may have different interest rates, amortization payments, principal amounts, payment priorities, and maturities, Borrower agrees to cooperate with Lender in connection with the foregoing and to execute the required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or components may be assigned different interest rates, so long as the initial weighted average of such interest rates does not exceed the Applicable Interest Rate and the scheduled amortization payments do not exceed the Scheduled Amortization Payment;

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(e) execute modifications to the Loan Documents changing the interest rate and/or the amortization payments for the Loan and the Mezzanine Loan, provided that the initial weighted average of the interest rate spreads for the Loan and the Mezzanine Loan after such modification shall not exceed the weighted average of the interest rate spreads for the Loan and the Mezzanine Loan immediately prior to such modification and the scheduled amortization payments after such modification will not exceed the Scheduled Amortization Payments, if any, due under the Loan Agreement and the Mezzanine Loan Agreement immediately prior to such modification and the scheduled amortization payments after such modification will not exceed the Scheduled Amortization Payments due under the Loan Agreement and Mezzanine Loan Agreement immediately prior to such modification. The Borrower shall also provide opinions and title insurance reasonably necessary to effectuate the same; and

(f) make such representations and warranties as of the closing date of the Securitization with respect to the Properties, Borrower, Principal, Operating Tenant, Guarantor, and the Loan Documents as are customarily provided in securitization transactions and as may be reasonably requested by the holder of the Note or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents.

All third party costs and expenses and out-of-pocket expenses incurred by Lender in connection with this Section 9.1 and the Securitization shall be paid by Lender (except as otherwise expressly set forth herein). These shall include, but not be limited to, fees and disbursements of legal counsel, accountants, and other professionals retained by Lender and fees and expenses incurred for producing any offering documents or any other materials (including travel by Lender and its agents, design, printing, photograph and documents production costs). Solely for the purposes of this Section 9.1, Lender shall reimburse Borrower for all of its reasonable out-of-pocket costs and expenses, including the reasonable out-of-pocket fees and expenses of Borrower’s counsel in excess of $25,000 (it being understood that Borrower shall be responsible for paying up to $25,000 of such costs, fees and expenses), that Borrower incurs in connection with complying with a request made by Lender under this Section 9.1 in connection with a Securitization. Upon Lender’s request, Borrower shall deliver to Lender such evidence required by Lender demonstrating that Borrower has incurred such out-of-pocket costs, fees and expenses, including, delivery of bills and invoices reflecting such fees, costs and expenses. Notwithstanding the foregoing, the provisions of this paragraph shall in no way limit or affect any Borrower obligation to pay any costs expressly required to be paid by Borrower pursuant to any other Sections of this Agreement.

Section 9.2 Securitization Indemnification.

(a) Borrower and Guarantor understand that certain of the Provided Information may be included in disclosure documents in connection with the Securitization, including, without limitation, a prospectus supplement, private placement memorandum, offering circular or other offering document (each a “Disclosure Document”) and may also be included in filings (an “Exchange Act Filing”) with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended

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(the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to Investors or prospective Investors in the Securities, the Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower and Guarantor will cooperate with the holder of the Note in updating the Disclosure Document by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects with respect to Borrower, Guarantor, the Property and the Operating Tenant.

(b) Borrower and Guarantor agree to provide in connection with each of (i) a preliminary and a final private placement memorandum or (ii) a preliminary and final prospectus or prospectus supplement, as applicable, or (iii) collateral and structured term sheets or similar materials, an indemnification certificate (A) certifying that Borrower has carefully examined such memorandum or prospectus or term sheets, as applicable, solely with respect to the factual contents thereof related to the Loan, the Borrower, the Guarantor, the Operating Tenant, the REIT, the Manager, the Franchisor, the Property and the Provided Information and such sections (and any other sections reasonably requested) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (B) indemnifying Lender (and for purposes of this Section 9.2, Lender hereunder shall include its officers and directors), the Affiliate of Lehman Brothers Inc. (“Lehman”) that has filed the registration statement relating to the Securitization (the “Registration Statement”), each of its directors, each of its officers who have signed the Registration Statement and each Person who controls the Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Lehman Group”), and Lehman, each of its directors and each Person who controls Lehman within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the “Underwriter Group”) for any losses, claims, damages or liabilities (collectively, the “Liabilities”) to which Lender, the Lehman Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such sections described in clause (A) above (but solely with respect to the factual contents thereof relating to the Loan, the Borrower, the Guarantor, the Operating Tenant, the REIT, the Manager, the Franchisor, and the Property and the Provided Information), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such sections or necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading and (C) agreeing to reimburse Lender, the Lehman Group and the Underwriter Group for any legal or other expenses reasonably incurred by Lender the Lehman Group and the Underwriter Group in connection with investigating or defending the Liabilities; provided, however, that Borrower will be liable in any such case under clauses (B) or (C) above only to the extent that any such Liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower in connection with the preparation of the memorandum or prospectus or in connection with the underwriting of the debt, including, without limitation, financial statements of Borrower, operating statements, rent rolls,

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environmental site assessment reports and property condition reports with respect to the Properties. This indemnification will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (B) and (C) above shall be effective whether or not an indemnification certificate described in (A) above is provided and shall be applicable based on information previously provided by Borrower or its Affiliates if Borrower does not provide the indemnification certificate.

(c) In connection with filings under the Exchange Act, Borrower and Guarantor agree to indemnify (i) Lender, the Lehman Group and the Underwriter Group for Liabilities to which Lender, the Lehman Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged omission to state in the Provided Information a material fact required to be stated in the Provided Information in order to make the statements in the Provided Information, in light of the circumstances under which they were made not misleading and (ii) reimburse Lender, the Lehman Group or the Underwriter Group for any reasonable legal or other expenses reasonably incurred by Lender, the Lehman Group or the Underwriter Group in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an indemnified party under this Section 9.2 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9.2, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which the indemnifying party may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the indemnifying party. In the event that any action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. The indemnifying party’s legal counsel shall control the defense of such action, except that no settlement or compromise shall be accepted or entered into which would bind any indemnified party unless such indemnified party has given its prior written consent thereto, which consent will not be unreasonably withheld. After notice from the indemnifying party to such indemnified party under this Section 9.2 the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. The indemnifying party shall not be liable for the expenses of more than one such separate counsel unless an indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those

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available to another indemnified party. Prior to the occurrence and the continuance of an Event of Default, in the event that any indemnified party wishes to enter into a settlement agreement in connection with such action which would give rise to an indemnified obligation of the indemnifying party hereunder and such indemnifying party does not consent to such settlement agreement, such indemnified party agrees not to enter into such settlement agreement provided the indemnifying party delivers evidence reasonably satisfactory to such indemnified party that the indemnifying party shall be able to satisfy its indemnification obligations under this Section in the event a judgment is rendered against the indemnifying party with respect to such action. In such event, the indemnifying party shall pay or, at the indemnified party’s option, reimburse it for the reasonable fees and expenses of its legal counsel and other professionals.

(e) In order to provide for just and equitable contribution in circumstances in which the indemnifications provided for in Section 9.2(b) or (c) is or are for any reason held to be unenforceable by an indemnified party in respect of any Liabilities (or action in respect thereof) referred to therein which would otherwise be indemnifiable under Section 9.2(b) or (c), the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, the following factors shall be considered: (i) Lehman’s and Borrower’s relative knowledge and access to information concerning the matter with respect to which claim was asserted; (ii) the opportunity to correct and prevent any statement or omission; and (iii) any other equitable considerations appropriate in the circumstances. Lender, Borrower, and Guarantor hereby agree that it would not be equitable if the amount of such contribution were determined solely by pro rata or per capita allocation.

(f) The liabilities and obligations of Borrower, Guarantor and Lender under this Section 9.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Section 9.3 Servicer.

At the option of Lender or Agent, and at the Lender’s or Agent’s expense, the Loan may be serviced by a servicer/trustee (the “Servicer”) selected by Lender or Agent and Lender or Agent may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a servicing agreement (the “Servicing Agreement”) between Lender or Agent and Servicer.

Section 9.4 Exculpation.

(a) Except as otherwise provided herein, in the Security Instruments or in the other Loan Documents, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in this Agreement, the Note or the Security Instruments by any action or proceeding wherein a money judgment shall be

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sought against Borrower, except that Lender may bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable Lender to enforce and realize upon this Agreement, the Note, the Security Instruments, the other Loan Documents, and the interest in the Properties, the Rents and any other collateral given to Lender created by this Agreement, the Note, the Security Instruments and the other Loan Documents; provided, however, that any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Properties, in the Rents and in any other collateral given to Lender. Lender, by accepting this Agreement, the Note and the Security Instruments, agrees that it shall not, except as otherwise provided herein or in the Security Instruments, sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding, under or by reason of or under or in connection with this Agreement, the Note, the Security Instruments or the other Loan Documents. The provisions of this Section shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by this Agreement, the Note, the Security Instruments or the other Loan Documents; (ii) impair the right of Lender to name Borrower as a party defendant in any action or suit for judicial foreclosure and sale under the Security Instruments; (iii) affect the validity or enforceability of any indemnity (including, without limitation, the Environmental Indemnity), guaranty (including, without limitation, the Guaranty), master lease or similar instrument made in connection with this Agreement, the Note, the Security Instruments, or the other Loan Documents; (iv) impair the right of Lender to obtain the appointment of a receiver; (v) impair the enforcement of the Assignment of Leases; (vi) impair the right of Lender to enforce the provisions of Section 10.2 of the Security Instruments or Sections 4.1.8, 4.1.28, 5.1.9 and 5.2.8 hereof; or (vii) impair the right of Lender to obtain a deficiency judgment or other judgment on the Note against Borrower if necessary to (A) preserve or enforce its rights and remedies against any Individual Property or (B) obtain any Insurance Proceeds or Awards to which Lender would otherwise be entitled under the terms of this Agreement or the Security Instruments; provided however, Lender shall only enforce such judgment to the extent of the Insurance Proceeds and/or Awards.

(b) Notwithstanding the provisions of this Section 9.4 to the contrary, Borrower shall be personally liable to Lender for the Losses it incurs due to: (i) fraud or intentional misrepresentation in connection with the execution and the delivery of this Agreement, the Note, the Security Instrument, or the other Loan Documents; (ii) Borrower’s misappropriation or intentional misapplication of Rents received by Borrower after the occurrence and during the continuance of an Event of Default; (iii) Borrower’s misappropriation or intentional misapplication of security deposits or Rents collected more than thirty (30) days in advance; (iv) Borrower’s misappropriation or intentional misapplication of Insurance Proceeds or Awards; (v) Borrower’s failure to pay Taxes, Other Charges (except to the extent that sums sufficient to pay such amounts have been deposited in escrow with Lender pursuant to the terms of Section 7.2 hereof), and charges for labor or materials or other charges that can create Liens on the Properties (except to the extent that there is insufficient cash flow from the operation of the Property); (vi) Borrower’s failure to return or to reimburse Lender for all Personal Property taken from any Properties by or on behalf of Borrower (other than Personal Property that is obsolete or removed or disposed in the ordinary course of business of owning and operating the

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Property) and not replaced with Personal Property of the same utility and of the same or greater value; (vii) any act of intentional waste or arson by Borrower, Principal, or any Affiliate thereof or Guarantor; (viii) [intentionally deleted]; (ix) Borrower’s failure to comply with the provisions of Section 5.1.10 hereof (provided Borrower shall have an additional ten (10) days after written notice of such failure to deliver the required financial statements or reports pursuant to Section 5.1.10 hereof before recourse is sought); (x) Borrower’s failure to comply with the provisions of Sections 4.1.39 or 5.1.19 of this Agreement; (xi) Borrower’s or Principal’s default under Section 4.1.35 hereof; or (xii) Operating Tenant’s or Principal’s (as defined in the Subordination and Attornment Agreement) default under Section 11 of the Subordination and Attornment Agreement.

(c) Notwithstanding the foregoing, the agreement of Lender not to pursue recourse liability as set forth in Subsection (a) above SHALL BECOME NULL AND VOID and shall be of no further force and effect (i) in the event of Borrower’s default under Section 5.2.10 hereof or Article 7 of the Security Instruments, (ii) if any Individual Property or any part thereof shall become an asset in (A) a voluntary bankruptcy or insolvency proceeding or (B) an involuntary bankruptcy or insolvency proceeding commenced by any Person (other than Lender) and Borrower fails to use its commercially reasonable efforts to obtain a dismissal of such proceedings.

(d) Nothing herein shall be deemed to be a waiver of any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full amount of the indebtedness secured by the Security Instruments or to require that all collateral shall continue to secure all of the indebtedness owing to Lender in accordance with this Agreement, the Note, the Security Instruments and the other Loan Documents.

Section 9.5 Reserved.

Section 9.6 Contributions and Waivers.

(a) As a result of the transactions contemplated by this Agreement, each Borrower will benefit, directly and indirectly, from each Borrower’s obligation to pay the Debt and perform its Obligations and in consideration therefore each Borrower desires to enter into an allocation and contribution agreement among themselves as set forth in this Section 9.6 to allocate such benefits among themselves and to provide a fair and equitable agreement to make contributions among each of the Borrowers in the event any payment is made by any individual Borrower hereunder to Lender (such payment being referred to herein as a “Contribution,” and for purposes of this Section 9.6, includes any exercise of recourse by Lender against any Collateral of a Borrower and application of proceeds of such Collateral in satisfaction of such Borrower’s obligations, to Lender under the Loan Documents).

(b) Each Borrower shall be liable hereunder with respect to the Obligations only for such total maximum amount (if any) that would not render its Obligations hereunder or under any of the Loan Documents subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any State law.

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(c) In order to provide for a fair and equitable contribution among Borrowers in the event that any Contribution is made by an individual Borrower (a “Funding Borrower”), such Funding Borrower shall be entitled to a reimbursement Contribution (“Reimbursement Contribution”) from all other Borrowers for all payments, damages and expenses incurred by that Funding Borrower in discharging any of the Obligations, in the manner and to the extent set forth in this Section 9.6.

(d) For purposes hereof, the “Benefit Amount” of any individual Borrower as of any date of determination shall be the net value of the benefits to such Borrower and its Affiliates from extensions of credit made by Lender to (a) such Borrower and (b) to the other Borrowers hereunder and the Loan Documents to the extent such other Borrowers have guaranteed or mortgaged their Properties to secure the Obligations of such Borrower to Lender.

(e) Each Borrower shall be liable to a Funding Borrower in an amount equal to the greater of (A) the (i) ratio of the Benefit Amount of such Borrower to the total amount of Obligations, multiplied by (ii) the amount of Obligations paid by such Funding Borrower, or (B) ninety-five percent (95%) of the excess of the fair saleable value of the property of such Borrower over the total liabilities of such Borrower (including the maximum amount reasonably expected to become due in respect of contingent liabilities) determined as of the date on which the payment made by a Funding Borrower is deemed made for purposes hereof (giving effect to all payments made by other Funding Borrowers as of such date in a manner to maximize the amount of such Contributions).

(f) In the event that at any time there exists more than one Funding Borrower with respect to any Contribution (in any such case, the “Applicable Contribution”), then Reimbursement Contributions from other Borrowers pursuant hereto shall be allocated among such Funding Borrowers in proportion to the total amount of the Contribution made for or on account of the other Borrowers by each such Funding Borrower pursuant to the Applicable Contribution. In the event that at any time any Borrower pays an amount hereunder in excess of the amount calculated pursuant to this Section 9.6 above, that Borrower shall be deemed to be a Funding Borrower to the extent of such excess and shall be entitled to a Reimbursement Contribution from the other Borrowers in accordance with the provisions of this Section.

(g) Each Borrower acknowledges that the right to Reimbursement Contribution hereunder shall constitute an asset in favor of Borrower to which such Reimbursement Contribution is owing.

(h) No Reimbursement Contribution payments payable by a Borrower pursuant to the terms of this Section 9.6 shall be paid until all amounts then due and payable by all of Borrowers to Lender, pursuant to the terms of the Loan Documents, are paid in full in Cash. Nothing contained in this Section 9.6 shall limit or affect in any way the Obligations of any Borrower to Lender under this Note or any other Loan Documents.

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(i) Each Borrower waives, to the extent permitted by Applicable Law:

(A) any right to require Lender to proceed against any other Borrower or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power before proceeding against Borrower;

(B) the defense of the statute of limitations in any action against any other Borrower or for the collection of any indebtedness or the performance of any obligation under the Loan;

(C) any defense based upon any legal disability or other defense of any other Borrower, any Guarantor of any other person or by reason of the cessation or limitation of the liability of any other Borrower or any Guarantor from any cause other than full payment of all sums payable under the Note, this Agreement and any of the other Loan Documents;

(D) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal of any other Borrower or any defect in the formation of any other Borrower or any principal of any other Borrower;

(E) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal;

(F) any defense based upon any failure by Lender to obtain collateral for the indebtedness or failure by Lender to perfect a lien on any collateral;

(G) presentment, demand, protest and notice of any kind;

(H) any defense based upon any failure of Lender to give notice of sale or other disposition of any collateral to any other Borrower or to any other person or entity or any defect in any notice that may be given in connection with any sale or disposition of any collateral;

(I) any defense based upon any failure of Lender to comply with Applicable Laws in connection with the sale or other disposition of any collateral, including, without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral;

(J) any defense based upon any election by Lender, in any bankruptcy proceeding, of the application or non-application of Section 1111(6)(2) of the Bankruptcy Code or any successor statute;

(K) any defense based upon any use of cash collateral under Section 363 of the Bankruptcy Code;

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(L) any defense based upon any agreement or stipulation entered into by Lender with respect to the provision of adequate protection in any bankruptcy proceeding;

(M) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code;

(N) any defense based upon the avoidance of any security interest in favor of Lender for any reason;

(O) any defense based upon any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, including any discharge of, or bar or stay against collecting, all or any of the obligations evidenced by the Note or owing under any of the Loan Documents; and

(P) any defense or benefit based upon Borrower’s, or any other party’s, resignation of the portion of any obligation secured by the applicable Security Instruments to be satisfied by any payment from any other Borrower or any such party.

(j) Each Borrower waives, to the extent permitted by Applicable Law:

(A) all rights and defenses arising out of an election of remedies by Lender even though the election of remedies, such as nonjudicial foreclosure with respect to security for the Loan or any other amounts owing under the Loan Documents, has destroyed Borrower’s rights of subrogation and reimbursement against any other Borrower;

(B) all rights and defenses that Borrower may have because any of the Debt is secured by real property. This means, among other things: (i) Lender may collect from Borrower without first foreclosing on any real or personal property collateral pledged by any other Borrower, (ii) if Lender forecloses on any real property collateral pledged by any other Borrower, (a) the amount of the Debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, (b) Lender may collect from Borrower even if any other Borrower, by foreclosing on the real property collateral, has destroyed any right Borrower may have to collect from any other Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Borrower may have because any of the Debt is secured by real property;

(C) any claim or other right which Borrower might now have or hereafter acquire against any other Borrower or any other person that arises from the existence or performance of any obligations under the Note, this Agreement, the Security Instruments or the other Loan Documents, including, without limitation, any of the following: (i) any

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right of subrogation, reimbursement, exoneration, contribution, or indemnification; or (ii) any right to participate in any claim or remedy of Lender against any other Borrower or any collateral security therefor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law;

(D) If any Borrower owns an Individual Property in the State of California, any rights of Borrowers of subrogation, reimbursement, indemnification, and/or contribution against any other Borrower or any other person or entity, and any other rights and defenses that are or may become available to any Borrower or any other person or entity by reasons of Sections 2787-2855, inclusive of the California Civil Code;

(E) If any Borrower owns an Individual Property in the State of California, any rights or defenses that may be available by reason of any election of remedies by any Borrower (including, without limitation, any such election which in any manner impairs, effects, reduces, releases, destroys or extinguishes any Borrower’s subrogation rights, rights to proceed against any other Borrower for reimbursement, or any other rights of Borrowers to proceed against any other person, entity or security, including but not limited to any defense based upon an election of remedies by any Borrower under the provisions of Section 580(d) of the California Code of Civil Procedure or any similar law of California or of any other State or of the United Sates); and

(F) If any Borrower owns an Individual Property in the State of California, any rights or defenses Borrowers may have because the Obligations are secured by real property or any estate for years. These rights or defenses include, but are not limited to, any rights or defenses that are based upon, directly or indirectly, the application of Section 580(a), Section 580(b), Section 580(d) or Section 726 of the California Code of Civil Procedure to the Obligations.

Section 9.7 Syndication

9.7.1 Syndication.

The provisions of this Section 9.7 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 9.7 set forth below.

9.7.2 Sale of Loan, Co-Lenders, Participations and Servicing.

(a) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Loan (the “Syndication”), to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to which the

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additional Co-Lender accepts such assignment and assumes the assigned obligations (a “Pro Rata Share of the Loan”). From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co-Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents.

(b) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan. If for any reason any of the Co-Lenders shall fail or refuse to abide by their obligations under this Agreement, Lender and the other Co-Lenders shall not be relieved of their obligations, if any, hereunder, including their obligations to make their pro rata share of any advance; notwithstanding the foregoing, Lender and the Co-Lenders shall have the right, but not the obligation, at their sole option, to make the defaulting Co- Lender’s pro rata share of such advance pursuant to the Co-Lending Agreement.

(c) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the certificates required under Sections 5.1.10 and 5.1.13 hereof and such other information as reasonably requested by any additional Co-Lender or Participant in performing its due diligence in connection with its purchase of an interest in the Loan.

(d) Lender (or an Affiliate of Lender) shall act as administrative agent for itself and the Co-Lenders (together with any successor administrative agent, the “Agent”) pursuant to this Section 9.7. Borrower acknowledges that Lender, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Lender acknowledges that Lender, as Agent, shall retain the exclusive right to grant approvals and give consents with respect to the operating budgets required to be delivered hereunder and with respect to matters concerning the establishment and administration of the Lockbox Account and the other Accounts. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement or the Co-Lending Agreement be subject to the

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consent or direction of some or all of the Co-Lenders. Lender may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the Co-Lenders in accordance with the term of the Co-Lending Agreement, in each case without the consent of Borrower. Upon any such resignation, a successor Agent shall be determined pursuant to the terms of the Co-Lending Agreement. The term Agent shall mean any successor Agent.

(e) Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent.

(f) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, Lender, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include Lender in its individual capacity. Lender and the other Co-Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other.

(g) If required by any Co-Lender, each Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes.

(h) Lender, as Agent, shall maintain at its domestic lending office or at such other location as Lender, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the amount of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Lender, as Agent, and the Co-Lenders may treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its address and its agent for service of process upon written notice to Lender, as Agent, which notice shall only be effective upon actual receipt by Lender, as Agent, which receipt will be acknowledged by Lender, as Agent, upon request.

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(i) Notwithstanding anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a “Participant”) (x) if such sale is without novation and (y) if the other conditions set forth in this paragraph are met. No Participant shall be considered a Co-Lender hereunder or under the Note or the Loan Documents. No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and the Participant’s rights in respect of such participation shall be solely against Lender or Co-Lender, as the case may be, as set forth in the participation agreement executed by and between Lender or Co-Lender, as the case may be, and such Participant. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co- Lender, as the case may be, shall remain solely responsible for the performance of its obligations hereunder.

(j) Notwithstanding any other provision set forth in this Agreement, Lender or any Co-Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, amounts owing to it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System), provided that no such security interest or the exercise by the secured party of any of its rights thereunder shall release Lender or Co-Lender from its funding obligations hereunder.

9.7.3 Cooperation in Syndication.

(a) Borrower and Guarantor agree to assist Lender in completing a Syndication satisfactory to Lender. Such assistance shall include (i) direct contact between senior management and advisors of Borrower and the proposed Co-Lenders, (ii) assistance in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the Syndication, (iii) the hosting, with Lender, of one or more meetings of prospective Co-Lenders or with the Rating Agencies, (iv) the delivery of appraisals satisfactory to Lender if required, and (v) working with Lender to procure a rating for the Loan by the Rating Agencies.

(b) Lender shall manage all aspects of the Syndication of the Loan, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Co-Lenders and the amount and distribution of fees among the Co-Lenders. To assist Lender in its Syndication efforts, Borrower and Guarantor agree promptly to prepare and provide to Lender all information with respect to Borrower, Manager, Guarantor, Principal, Operating Tenant, and the Properties contemplated hereby, including all financial information and projections (the “Projections”), as Lender may reasonably request in connection with the Syndication of the Loan. Borrower hereby represents and covenants that (i) all information other than the Projections (the “Information”) that has been or will be made available to Lender by Borrower or any of their representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to

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make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (ii) the Projections that have been or will be made available to Lender by Borrower or any of their representatives have been or will be prepared in good faith based upon reasonable assumptions. Borrower understands that in arranging and syndicating the Loan, Lender, the Co-Lenders and, if applicable, the Rating Agencies, may use and rely on the Information and Projections without independent verification thereof.

(c) If required in connection with the Syndication, Borrower and Guarantor hereby agrees to:

(i) amend the Loan Documents to give Lender the right, at Borrower’s sole cost and expense, to have one or more of the Properties reappraised on an annual basis;

(ii) deliver updated financial and operating statements and other information reasonably required by Lender to facilitate the Syndication;

(iii) deliver reliance letters reasonably satisfactory to Lender with respect to the environmental assessments and reports delivered to Lender prior to the Closing Date, which will run to Lender and its successors and assigns; and

(iv) execute modifications to the Loan Documents required by the Co- Lenders, provided that such modification will not (except as set forth in (v) and (vi) below) change any material or economic terms of the Loan Documents, or otherwise materially increase the obligations or materially decrease the rights of Borrower pursuant to the Loan Documents;

(v) if Lender elects, in its sole discretion, prior to or upon a Syndication, to split the Loan into two or more parts, or the Note into multiple component notes or tranches which may have different interest rates, principal amounts, payment priorities, and maturities, Borrower agrees to cooperate with Lender in connection with the foregoing and to execute the required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or components may be assigned different interest rates, so long as the initial weighted average of such interest rates does not exceed the Applicable Interest Rate; and

(vi) execute modifications to the Loan Documents changing the interest rate for the Loan and the Mezzanine Loan, provided that the initial weighted average of the interest rate spreads for the Loan and the Mezzanine Loan after such modification shall not exceed the weighted average of the interest rate spreads for the Loan and the Mezzanine Loan immediately prior to such modification and the scheduled amortization payments after such modification will not exceed the Scheduled Amortization Payments due under the Loan Agreement and Mezzanine Loan Agreement immediately prior to such modification. The Borrower shall also provide opinions and title insurance reasonably necessary to effectuate the same.

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All third party costs and expenses and out-of-pocket expenses incurred by Lender in connection with this Section 9.7.3 and the Syndication shall be paid by Lender (except as otherwise expressly set forth herein). These shall include, but not be limited to, fees and disbursements of legal counsel, accountants, and other professionals retained by Lender and fees and expenses incurred for producing any offering documents or any other materials (including travel by Lender and its agents, design, printing, photograph and documents production costs). Solely for the purposes of this Section 9.7.3, Lender shall reimburse Borrower for all of its reasonable out-of-pocket costs and expenses, including the reasonable out-of-pocket fees and expenses of Borrower’s counsel in excess of $25,000 (it being understood that Borrower shall be responsible for paying up to $25,000 of such costs, fees and expenses), that Borrower incurs in connection with complying with a request made by Lender under this Section 9.7.3 in connection with a Syndication. Upon Lender’s request, Borrower shall deliver to Lender such evidence required by Lender demonstrating that Borrower has incurred such out-of-pocket costs, fees and expenses, including, delivery of bills and invoices reflecting such fees, costs and expenses. Notwithstanding the foregoing, the provisions of this paragraph shall in no way limit or affect any Borrower obligation to pay any costs expressly required to be paid by Borrower pursuant to any other Sections of this Agreement.

9.7.4 Payment of Agent’s, and Co-Lender’s Expenses, Indemnity, etc. Borrower and Guarantor shall:

(a) whether or not the transactions contemplated in this Section 9.7 are consummated, pay all reasonable out-of-pocket costs and expenses (A) of Agent’s counsel fees and expenses relating to the negotiation, preparation, execution and delivery of the Note, this Agreement, the Security Instruments, and the other Loan Documents and the documents and instruments referred to therein, the creation, perfection or protection of Lender’s and Co-Lender’s liens on the Properties (including, without limitation, fees and expenses for title insurance, property inspections, appraisals, if required for Syndication, surveys, lien searches, filing and recording fees, and escrow fees and expenses), and any amendment, waiver or consent relating to any of the Loan Documents including releases, (but Agent and the Co-Lender’s shall pay their own respective counsel fees) and (B) of Agent and Co-Lenders in connection with the preservation of rights under, any amendment, waiver or consent relating to, and enforcement of, the Loan Documents and the documents and instruments referred to therein or in connection with any restructuring or rescheduling of the Obligations (including, without limitation, the reasonable fees and disbursements of counsel for Agent and the Co-Lenders);

(b) pay, and hold Agent and each Co-Lender harmless from and against, any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and hold Agent and each Co-Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Agent or such Co-Lender) to pay such taxes; and

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(c) indemnify Agent, (in its capacity as Lender and as Agent), and each Co- Lender, its officers, directors, employees, representatives and agents and any persons or entities owned or Controlled by, owning or Controlling, or under common Control or Affiliated with Agent, Agent, or each Co-Lender (each an “Indemnitee”) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising in any manner out of, or in any way related to or by reason of, (i) the execution, delivery or performance of any Loan Document by Borrower, (ii) the breach of any of Borrower’s representations and warranties or of any of Borrower’s Obligations, (iii) a default under Section 5.2.8 hereof, including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA, the Code, any State statute or other similar law that may be required, and (iv) the exercise by Agent and the Co-Lenders of their rights and remedies (including, without limitation, foreclosure) under any Loan Documents, but excluding, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred solely by reason of the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction (collectively, “Indemnified Liabilities”). Borrower and Guarantor further agree that, without Agent’s or the Co-Lenders’ prior written consent, it will not enter into any settlement of a lawsuit, claim or other proceeding arising or relating to any Indemnified Liability unless such settlement includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of each Indemnitee. Borrower’s and Guarantor’s obligations under this Section shall survive the termination of this Agreement and the payment of the Obligations. Borrower and Guarantor shall have the right to undertake, conduct and control through counsel of its own choosing (which counsel shall be acceptable to the Indemnitee acting reasonably), the conduct and settlement of the Indemnified Liabilities, and the Indemnitee shall cooperate with Borrower and Guarantor in connection therewith; provided that Borrower and Guarantor shall permit the Indemnitee to participate in such conduct and settlement through counsel chosen by the Indemnitee, but reasonable fees and expenses of such counsel shall be borne by the Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel, and the reasonable fees and expenses of such counsel shall be at Borrower’s and Guarantor’s cost and expense if the Indemnitee reasonably determines that (i) Borrower’s and Guarantor’s counsel is not adequately defending any claim or proceeding in a manner reasonably acceptable to Indemnitee or (ii) the interests of Borrower and Guarantor and the Indemnitee have become adverse in any such claim or course of action; provided, however Borrower, in such event, shall only be liable for the reasonable legal expenses of one counsel for all such Indemnitees. None of Borrower, Guarantor or any Indemnitee

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shall be liable for any settlement of any Indemnified Liability effected without its prior written consent, such consent not to be unreasonably withheld. No Indemnitee shall be liable for any indirect or consequential damages in connection with its activities related to the Loan, the Securitization or the Syndication.

9.7.5 Limitation of Liability.

No claim may be made by Borrower, or any other Person against Agent, or any Co-Lenders or the Affiliates, directors, officers, employees, attorneys or agent of any of such Persons for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any act, omission or event occurring in connection therewith; and Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

9.7.6 No Joint Venture.

Notwithstanding anything to the contrary herein contained, neither Agent, nor any Co-Lender by entering into this Agreement or by taking any action pursuant hereto, will be deemed a partner or joint venturer with Borrower.

9.7.7 Voting Rights of Co-Lenders.

Borrower acknowledges that the Co-Lending Agreement may contain provisions which require that amendments, waivers, extensions, modifications, and other decisions with respect to the Loan Documents shall require the approval of all or a number of the Co-Lenders holding in the aggregate a specified percentage of the Loan or any one or more Co-Lenders that are specifically affected by such amendment, waiver, extension, modification or other decision.

Section 9.8 Reallocation of Loan Amounts.

Lender, without in any way limiting its other rights hereunder, in its sole and absolute discretion, shall have the right, at any time prior to a Securitization or a Syndication, to reallocate the amount of the Loan and the Mezzanine Loan and/or adjust the interest rate rates thereon provided that (i) the aggregate principal amount of the Loan and the Mezzanine Loan immediately following such reallocation shall equal the outstanding principal balance of the Loan and the Mezzanine Loan immediately prior to such reallocation, (ii) the aggregate Scheduled Amortization Payments immediately following such reallocation shall not exceed the aggregate Scheduled Amortization Payments immediately prior to the reallocation, and (iii) the weighted average interest rate of the Note and the Mezzanine Note immediately following such reallocation shall equal the initial weighted average interest rate which was applicable to the Note and the Mezzanine Note immediately prior to such reallocation. Borrower shall cooperate with all reasonable requests of Lender in order to reallocate the amount of the Loan and the Mezzanine Loan and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, including, without limitation, amendments to the Loan Documents and the Mezzanine Loan Documents, and endorsements to the Title Policy and the UCC title insurance policy, all in form and substance reasonably satisfactory to Lender. Lender shall pay all costs and expenses in connection such reallocation pursuant to this Section 9.8,

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except that Borrower shall pay the costs and expenses of its legal counsel and the costs of any additional title insurance and UCC insurance premiums and any additional mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any amendments of the Loan Documents or the Mezzanine Loan Documents in connection with the reallocation.

X. MISCELLANEOUS

Section 10.1 Survival.

This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 10.2 Lender’s Discretion.

Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive.

Section 10.3 Governing Law.

(a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS), PROVIDED HOWEVER, THAT WITH RESPECT TO THE CREATION, PERFECTION, PRIORITY AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED BY THIS AGREEMENT, THE SECURITY INSTRUMENTS AND THE OTHER LOAN DOCUMENTS, AND THE DETERMINATION OF DEFICIENCY JUDGMENTS, THE LAWS OF THE STATE WHERE EACH INDIVIDUAL PROPERTY IS LOCATED SHALL APPLY.

(b) WITH RESPECT TO ANY CLAIM OR ACTION ARISING HEREUNDER OR UNDER THIS AGREEMENT, THE NOTE, OR THE OTHER LOAN DOCUMENTS, BORROWER (A) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE

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BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, AND (B) IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING ON VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS BROUGHT IN ANY SUCH COURT, IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS INSTRUMENT WILL BE DEEMED TO PRECLUDE LENDER FROM BRINGING AN ACTION OR PROCEEDING WITH RESPECT HERETO IN ANY OTHER JURISDICTION.

Section 10.4 Modification, Waiver in Writing.

No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, the Note, or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

Section 10.5 Delay Not a Waiver.

Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6 Notices.

All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

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If to Borrower:	c/o MeriStar Hospitality Corporation
	4501 N. Fairfax Drive, Suite 500
	Arlington, Virginia 22203
	Attention: Jerome J. Kraisinger, Esq. (General Counsel)
	Facsimile No.: (703) 812-7235
With a copy to:	Latham & Watkins LLP
	885 Third Avenue, Suite 1000
	New York, New York 10022-4834
	Attention: James I. Hisiger
	Facsimile No.: (212) 751-4864
If to Lender /Agent:	Lehman Brothers Bank, FSB
	c/o Lehman Brothers Holdings 399 Park Avenue
	New York, New York 10022
	Attention: Jeffrey Peltier Facsimile No.: (212) 758-3128
With a copy to:	Lehman Brothers Bank, FSB
	c/o Lehman Brothers Holdings 399 Park Avenue
	New York, New York 10022
	Attention: Gary Taylor Facsimile No.: (646) 758-2256
	and
	Thacher Proffitt & Wood LLP
	Two World Financial Center
	New York, New York 10281
	Attention: Mitchell G. Williams, Esq.
	Facsimile No.: (212) 912-7751
With a copy of all notices,	_______________________
certificates, and other	_______________________
information under Section	_______________________
5.1.10 to:	_______________________
	_______________________
	Attention: _______________________
	Facsimile No.: _______________________

or addressed as such party may from time to time designate by written notice to the other parties.

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Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

Section 10.7 Trial by Jury.

BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.

Section 10.8 Headings.

The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9 Severability.

Wherever possible, each provision of this Agreement shall be interpreted in such 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 Law, 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.

Section 10.10 Preferences.

Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, State or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11 Waiver of Notice.

Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except

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with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 10.12 Remedies of Borrower.

In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 10.13 Expenses; Indemnity.

(a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender within five (5) days of receipt of written notice from Lender for all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) Lender’s ongoing performance and compliance with all agreements and conditions contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Lender; (v) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement; (vi) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Properties, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Properties or in connection with any

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refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any cost and expenses due and payable to Lender may be paid from any amounts in the Lockbox Account.

(b) Borrower shall indemnify, defend and hold harmless Lender from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against Lender in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Additional Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Additional Indemnified Liabilities incurred by Lender.

(c) Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless Lender and the Indemnified Parties from and against any and all losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA, the Code, any State statute or other similar law that may be required, in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 4.1.8 or 5.2.8 hereof.

(d) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for any fees and expenses incurred by any Rating Agency in connection with any consent, approval, waiver or confirmation obtained from such Rating Agency pursuant to the terms and conditions of this Agreement or any other Loan Document and Lender shall be entitled to require payment of such fees and expenses as a condition precedent to the obtaining of any such consent, approval, waiver or confirmation.

Section 10.14 Schedules and Exhibits Incorporated.

The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

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Section 10.15 Offsets, Counterclaims and Defenses.

Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.16 No Joint Venture or Partnership; No Third Party Beneficiaries.

(a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender or to grant Lender any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b) This Agreement and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

Section 10.17 Publicity.

All news releases, publicity or advertising by Borrower or their Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, Lehman, or any of their Affiliates shall be subject to the prior written approval of Lender, which shall not be unreasonably withheld. All news releases, publicity or advertising by Lender or its Affiliates (other than in connection with a Securitization or a Syndication) through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Borrower, or any of their Affiliates shall be subject to the prior written approval of Borrower or Guarantor, which shall not be unreasonably withheld. Notwithstanding the foregoing, disclosure required by any federal or State securities laws, rules or regulations, as determined by Borrower’s or Lender’s counsel, respectively, shall not be subject to the prior written approval of Lender or Borrower, as applicable.

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Section 10.18 Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets.

(a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that the Security Instruments are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Security Instruments shall constitute an Event of Default under each of the other Security Instruments which secure the Note; (ii) an Event of Default under the Note or this Agreement shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance.

(b) To the fullest extent permitted by Applicable Law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consents to and authorizes, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.

Section 10.19 Waiver of Counterclaim.

Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20 Conflict; Construction of Documents; Reliance.

In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any

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statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21 Brokers and Financial Advisors.

Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22 Prior Agreements.

This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, between Borrower and/or its Affiliates and Lender are superseded by the terms of this Agreement and the other Loan Documents.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

BORROWER:
EQUISTAR IRVINE COMPANY, L.L.C.,
a Delaware limited liability company
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
CAPSTAR SACRAMENTO COMPANY, L.L.C.,
a Delaware limited liability company
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
MERISTAR DEL REY, L.L.C.,
a Delaware limited liability company
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
CAPSTAR SAN FRANCISCO COMPANY, L.L.C.,
a Delaware limited liability company
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
MERISTAR GRAND RAPIDS SPE, LLC,
a Delaware limited liability company
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory

CAPSTAR ENGLEWOOD COMPANY, L.L.C.,
a Delaware limited liability company
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
EQUISTAR COLORADO COMPANY, L.L.C.,
a Delaware limited liability company
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
CAPSTAR LAFAYETTE COMPANY, L.L.C.,
a Delaware limited liability company
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
EQUISTAR SOMERSET COMPANY, L.L.C.,
a Delaware limited liability company
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
CAPSTAR ALBUQUERQUE COMPANY, L.L.C.,
a Delaware limited liability company
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory

EQUISTAR CHARLOTTE COMPANY, L.L.C.,
a Delaware limited liability company
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
EQUISTAR ARLINGTON PARTNERS, L.P.,
a Delaware limited partnership
By:	MeriStar SPE LLC, a Delaware limited liability company, its general partner
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
MERISTAR WEST LOOP, L.P.,
a Delaware limited partnership
	By:	MeriStar SPE LLC, a Delaware limited liability company, its general partner
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
CAPSTAR WESTCHASE PARTNERS, L.P.,
a Delaware limited partnership
By:	Westchase SPE LLC, a Delaware limited liability company, its general partner
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory

MADISON MOTEL ASSOCIATES, LLP.,
a Wisconsin limited liability partnership
By:	MeriStar SPE LLC, a Delaware limited liability company, its managing partner
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
BA PARKWAY ASSOCIATES TENANT, LP,
a Delaware limited partnership
By:	MeriStar PA SPE LLC, a Delaware limited liability company, its general partner
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory
CAPSTAR AP PARTNERS, L.P.,
a Delaware limited partnership
By:	MeriStar Austin SPE LLC, a Delaware limited liability company, its general partner
	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title:    Authorized Signatory

LENDER:
LEHMAN BROTHERS BANK, FSB, a federal stock savings bank, individually and as Agent for one or more Co-Lenders
By:	/s/ Charlene Thomas
	Name: Charlene Thomas
	Title:    Vice President
WITH RESPECT TO SECTIONS 9.1, 9.2, 9.7.3, AND 9.7.4 ONLY:
GUARANTOR:

MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
By:	MeriStar Hospitality Corporation, a Maryland corporation, its general partner
By:	/s/ Donald D. Olinger
	Name: Donald D. Olinger
	Title:  Authorized Signatory

EX-10.23

EXHIBIT 10.23

MEZZANINE LOAN AGREEMENT

Dated as of September 12, 2005

Between

MERISTAR MEZZANINE BORROWER SPE, LLC

as Borrower

and

LEHMAN BROTHERS BANK, FSB,

individually and as Agent for one or more Co-Lenders,

as Lender

I.	DEFINITIONS; PRINCIPLES OF CONSTRUCTION		1
	Section 1.1	Definitions.	1
	Section 1.2	Principles of Construction.	28
II.	GENERAL TERMS		28
	Section 2.1	Loan Commitment; Disbursement to Borrower.	28
	2.1.1	Agreement to Lend and Borrow.	28
	2.1.2	Single Disbursement to Borrower.	29
	2.1.3	The Note, Pledge Agreement and Loan Documents.	29
	2.1.4	Use of Proceeds.	29
	Section 2.2	Interest; Loan Payments; Late Payment Charge.	29
	2.2.1	Payments.	29
	2.2.2	Interest Calculation.	30
	2.2.3	Eurodollar Rate Unascertainable; Illegality; Increased Costs.	31
	2.2.4	Payment on Maturity Date.	33
	2.2.5	Payments after Default.	33
	2.2.6	Late Payment Charge.	33
	2.2.7	Usury Savings.	34
	2.2.8	Indemnified Taxes.	34
	2.2.9	Replacement of Lenders.	35
	Section 2.3	Prepayments.	36
	2.3.1	Voluntary Prepayments.	36
	2.3.2	Liquidation Events.	37
	2.3.3	Prepayments After Default.	37
	2.3.4	Making of Payments.	38
	2.3.5	Application of Prepayments.	38
	Section 2.4	Interest Rate Cap Agreement.	38
	Section 2.5	Release of Property.	40
	2.5.1	Release of Individual Property.	40
	2.5.2	Release on Payment in Full.	43
	Section 2.6	Substitution of Properties.	43
III.	CASH MANAGEMENT		51
	Section 3.1	Mortgage Loan Cash Management.	51
	Section 3.2	Removal of Mortgage Loan Cash Management.	51

	Section 3.3	Rights During Event of Default and Acceleration of the Debt.	51
	Section 3.4	Application of Mezzanine Loan Account Funds.	52
IV.	REPRESENTATIONS AND WARRANTIES		52
	Section 4.1	Borrower Representations.	52
	4.1.1	Organization.	52
	4.1.2	Proceedings.	52
	4.1.3	No Conflicts.	53
	4.1.4	Litigation.	53
	4.1.5	Agreements.	53
	4.1.6	Title.	53
	4.1.7	Solvency.	54
	4.1.8	Full and Accurate Disclosure.	55
	4.1.9	No Plan Assets.	55
	4.1.10	Compliance.	55
	4.1.11	Financial Information.	55
	4.1.12	Condemnation.	56
	4.1.13	Federal Reserve Regulations.	56
	4.1.14	Utilities and Public Access.	56
	4.1.15	Not a Foreign Person.	56
	4.1.16	Separate Lots.	56
	4.1.17	Assessments.	56
	4.1.18	Enforceability.	57
	4.1.19	No Prior Assignment.	57
	4.1.20	Insurance.	57
	4.1.21	Use of Property.	57
	4.1.22	Certificate of Occupancy; Licenses.	57
	4.1.23	Flood Zone.	57
	4.1.24	Physical Condition.	58
	4.1.25	Boundaries.	58
	4.1.26	Leases.	58
	4.1.27	[Reserved]	59
	4.1.28	[Reserved]	59
	4.1.29	Filing and Recording Taxes.	59

ii

	4.1.30	Franchise Agreement.	59
	4.1.31	Management Agreement.	59
	4.1.32	Illegal Activity.	59
	4.1.33	No Change in Facts or Circumstances; Disclosure.	59
	4.1.34	Investment Company Act.	60
	4.1.35	Principal Place of Business; State of Organization.	60
	4.1.36	Single Purpose Entity.	60
	4.1.37	Business Purposes.	65
	4.1.38	Taxes.	65
	4.1.39	Forfeiture.	65
	4.1.40	Environmental Representations and Warranties.	66
	4.1.41	Taxpayer Identification Number.	66
	4.1.42	OFAC.	66
	4.1.43	Ground Lease Representations.	67
	4.1.44	Deposit Accounts.	68
	4.1.45	Embargoed Person.	68
	4.1.46	Affiliates.	69
	4.1.47	Mortgage Borrower Representations.	69
	4.1.48	List of Mortgage Loan Documents.	69
	4.1.49	Mortgage Loan Event of Default.	69
	4.1.50	Personal Property.	69
	4.1.51	Operating Lease.	69
	Section 4.2	Survival of Representations.	69
V.	BORROWER COVENANTS		70
	Section 5.1	Affirmative Covenants.	70
	5.1.1	Existence; Compliance with Legal Requirements.	70
	5.1.2	Taxes and Other Charges.	71
	5.1.3	Litigation.	72
	5.1.4	Access to Properties.	72
	5.1.5	Notice of Default.	72
	5.1.6	Cooperate in Legal Proceedings.	72
	5.1.7	Award and Insurance Benefits.	72
	5.1.8	Further Assurances.	72

iii

5.1.9	Mortgage and Intangible Taxes.	73
5.1.10	Financial Reporting.	73
5.1.11	Business and Operations.	75
5.1.12	Costs of Enforcement.	75
5.1.13	Estoppel Statement.	76
5.1.14	Loan Proceeds.	77
5.1.15	Performance by Borrower.	77
5.1.16	Confirmation of Representations.	77
5.1.17	Leasing Matters.	78
5.1.18	Management Agreement.	79
5.1.19	Environmental Covenants.	81
5.1.20	Alterations.	82
5.1.21	Franchise Agreement.	83
5.1.22	The Ground Lease.	84
5.1.23	OFAC.	86
5.1.24	Operating Lease.	86
5.1.25	Maintenance of Personal Property.	88
5.1.26	REIT Status.	88
5.1.27	O&M Program.	88
5.1.28	Mortgage Loan Reserve Funds.	89
5.1.29	Notices.	89
5.1.30	Special Distributions.	89
5.1.31	Mortgage Borrower Covenants.	89
Section 5.2	Negative Covenants.	89
5.2.1	Liens.	90
5.2.2	Dissolution.	90
5.2.3	Change In Business.	90
5.2.4	Debt Cancellation.	91
5.2.5	Zoning.	91
5.2.6	No Joint Assessment.	91
5.2.7	Name, Identity, Structure, or Principal Place of Business.	91
5.2.8	ERISA.	92
5.2.9	Affiliate Transactions.	92

iv

	5.2.10	Transfers.	93
	5.2.11	Limitation on Securities Issuances.	96
	5.2.12	Distributions.	96
	5.2.13	Refinancing or Prepayment of the Mortgage Loan.	96
	5.2.14	Acquisition of the Mortgage Loan.	96
	5.2.15	Material Agreements.	97
	5.2.16	Permitted Transfer.	98
	Section 5.3	REIT.	100
VI.	INSURANCE; CASUALTY; CONDEMNATION		100
	Section 6.1	Insurance.	100
	Section 6.2	Casualty.	102
	Section 6.3	Condemnation.	102
	Section 6.4	Restoration.	102
	Section 6.5	Rights of Lender.	103
VII.	RESERVE FUNDS		103
	Section 7.1	Required Repair Funds.	103
	Section 7.2	Tax and Insurance Escrow Fund.	103
	Section 7.3	Replacements and Replacement Reserve.	103
	Section 7.4	Intentionally Deleted.	104
	Section 7.5	Intentionally Deleted.	104
	Section 7.6	Ground Lease Escrow Fund.	104
	Section 7.7	Reserve Funds, Generally.	104
VIII.	DEFAULTS		104
	Section 8.1	Event of Default.	104
	Section 8.2	Remedies.	110
	Section 8.3	Right to Cure Defaults.	111
	Section 8.4	Remedies Cumulative; Waivers.	111
	Section 8.5	Power of Attorney.	112
IX.	SPECIAL PROVISIONS		112
	Section 9.1	Sale of Notes and Securitization	112
	Section 9.2	Securitization Indemnification.	114
	Section 9.3	Servicer.	117
	Section 9.4	Exculpation.	117

v

	Section 9.5	Reserved.	119
	Section 9.6	Reserved.	119
	Section 9.7	Syndication	119
	9.7.1	Syndication.	119
	9.7.2	Sale of Loan, Co-Lenders, Participations and Servicing.	119
	9.7.3	Cooperation in Syndication.	122
	9.7.4	Payment of Agent’s, and Co-Lender’s Expenses, Indemnity, etc. Borrower and Guarantor shall:	124
	9.7.5	Limitation of Liability.	125
	9.7.6	No Joint Venture.	126
	9.7.7	Voting Rights of Co-Lenders.	126
	Section 9.8	Reallocation of Loan Amounts.	126
	Section 9.9	Certain Additional Rights to Lender.	126
	Section 9.10	Mortgage Loan Defaults.	127
	Section 9.11	Intercreditor Agreement.	128
	Section 9.12	Discussions with Mortgage Lender.	129
	Section 9.13	Independent Approval Rights.	129
X.	MISCELLANEOUS		129
	Section 10.1	Survival.	129
	Section 10.2	Lender’s Discretion.	130
	Section 10.3	Governing Law.	130
	Section 10.4	Modification, Waiver in Writing.	130
	Section 10.5	Delay Not a Waiver.	131
	Section 10.6	Notices.	131
	Section 10.7	Trial by Jury.	132
	Section 10.8	Headings.	132
	Section 10.9	Severability.	132
	Section 10.10	Preferences.	133
	Section 10.11	Waiver of Notice.	133
	Section 10.12	Remedies of Borrower.	133
	Section 10.13	Expenses; Indemnity.	133
	Section 10.14	Schedules and Exhibits Incorporated.	135
	Section 10.15	Offsets, Counterclaims and Defenses.	135

vi

	Section 10.16	No Joint Venture or Partnership; No Third Party Beneficiaries.	135
	Section 10.17	Publicity.	136
	Section 10.18	Waiver of Marshalling of Assets.	136
	Section 10.19	Waiver of Counterclaim.	136
	Section 10.20	Conflict; Construction of Documents; Reliance.	137
	Section 10.21	Brokers and Financial Advisors.	137
	Section 10.22	Prior Agreements.	137
SCHEDULE I Properties - Allocated Loan Amounts
SCHEDULE II Rent Roll / Leases
SCHEDULE III Reserved
SCHEDULE IV Organizational Chart of Borrower
SCHEDULE V Scheduled Amortization Payments
SCHEDULE VI Ground Leases
SCHEDULE VII O&M Program Properties
SCHEDULE VIII Reserved
SCHEDULE IX Reserved
SCHEDULE X Franchise Agreement / Franchisor
SCHEDULE XI Management Agreement / Manager
SCHEDULE XII Operating Lease / Operating Tenant / Subordination and Attornment Agreement
SCHEDULE XIII Borrower’s Principal Place of Business / Organizational ID Number / Tax ID Number
SCHEDULE XIV Mortgage Loan Documents
EXHIBIT A Reserved
EXHIBIT B Reserved
EXHIBIT C Form of Assignment of Interest Rate Cap

vii

LOAN AGREEMENT

THIS LOAN AGREEMENT, dated as of September     , 2005 (as amended, restated, replaced, supplemented, extended or otherwise modified from time to time, this “Agreement”), between LEHMAN BROTHERS BANK, FSB, a federal stock savings bank, having an address at 1000 West Street, Suite 200, Wilmington, Delaware 19801, individually and as Agent for one or more Co-Lenders (“Lender”) and MERISTAR MEZZANINE BORROWER SPE, LLC, a Delaware limited liability company, having an office at 4501 N. Fairfax Drive, Suite 500, Arlington, Virginia 22203 (“Borrower”).

W I T N E S S E T H:

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).

NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions.

For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of not less than “AA-” (or the equivalent) by the Rating Agencies.

“Account Collateral” shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all “proceeds” (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing.

“Accounts” shall mean all reserve, escrow and security accounts which have been or may be established by the Loan Documents.

“ACM” shall have the meaning set forth in Section 5.1.27.

“Additional Indemnified Liabilities” shall have the meaning set forth in Section 10.13(b) hereof.

“Adjusted Debt Service” shall mean, with respect to any particular period of time, the payments of principal and interest that would be due on the outstanding principal balance of the Loan assuming a loan constant equal to 8.558% for such period.

“Adjusted Prime Rate” shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus one percent (1%) per annum.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require.

“Affiliated Manager” shall mean any property manager which is an Affiliate of, or in which Borrower, Mortgage Borrower, Principal, or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

“Agent” shall have the meaning set forth in Section 9.7.2(d) hereof.

“Allocated Loan Amount” shall mean, for an Individual Property, the amount set forth on Schedule I attached hereto.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration Threshold Amount” shall have the meaning set forth in Section 5.1.20 hereof.

“Annual Budget” shall mean the operating budget, including all planned capital expenditures, for each Individual Property prepared by Mortgage Borrower for the applicable Fiscal Year or other period.

“Applicable Contribution” shall have the meaning set forth in Section 9.6(f) hereof.

“Applicable Interest Rate” shall mean (A) from and including the date of this Agreement through October 8, 2005, an interest rate per annum equal to 5.08%; and (B) for each successive Interest Period through and including the date on which the Debt is paid in full, an interest rate per annum equal to (I) the Eurodollar Rate or (II) the Adjusted Prime Rate, if the Loan begins bearing interest at the Adjusted Prime Rate in accordance with the provisions of Section 2.2.3 hereof.

“Applicable Laws” shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders.

“Appraisal” shall mean an appraisal prepared in accordance with the requirements of FIRREA and USPAP, prepared by an independent third party appraiser holding an MAI designation, who is State licensed or State certified if required under the laws of the State where the applicable Individual Property is located, who meets the requirements of FIRREA and USPAP and who is otherwise reasonably satisfactory to Lender.

- 2 -

“Approved Accountant” shall mean a “Big Four” accounting firm, or other independent certified public accountant reasonably acceptable to Lender.

“Approved Annual Budget” shall have the meaning set forth in Section 5.1.10(d) hereof.

“Approved Capital Budget” shall mean a Capital Budget that has been approved by Lender.

“Assignment and Assumption” shall have the meaning set forth in Section 9.7.2 hereof.

“Assignment of Interest Rate Cap” shall mean that certain Collateral Assignment of Interest Rate Cap Agreement made by Borrower to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Leases” shall mean, with respect to each Individual Property, that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Mortgage Borrower, as assignor, to Mortgage Lender, as assignee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Management Agreement” shall mean, with respect to each Individual Property, that certain Subordination of Management Agreement and Management Fees dated the date hereof among Lender, Borrower, Operating Tenant and Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Security Agreement” shall mean, with respect to each Operating Lease, that certain assignment of security agreement dated the date hereof given by Borrower to Lender with respect to the related Operating Lease Security Agreement.

“Austin Pledged Interests” shall have the meaning set forth in the Mortgage Loan Agreement.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of any Individual Property.

“Bankruptcy Code” shall mean Title 11 U.S.C. § 101 et seq., and the regulations adopted and promulgated pursuant thereto (as the same may be amended from time to time).

“Basic Carrying Costs” shall mean, with respect to each Individual Property, the sum of the following costs associated with such Individual Property for the relevant Fiscal Year or payment period: (i) Taxes and (ii) Insurance Premiums and (iii) if applicable to such Individual Property, Ground Rent.

“Benefit Amount” shall have the meaning set forth in Section 9.6(d) hereof.

- 3 -

“Borrower” shall have the meaning set forth in the introductory paragraph hereto and any New Borrower, together with their respective successors and assigns.

“Breakage Costs” shall have the meaning set forth in Section 2.2.3(d) hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

“Business Party” shall have the meaning set forth in Section 4.1.36(aa) hereof.

“Capital Budget” shall have the meaning set forth in the Operating Lease.

“Capital Expenditures” shall mean, for any period, the amount expended with respect to the Properties for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements).

“Cash” shall mean coin or currency of the United States of America or immediately available federal funds, including such fund delivered by wire transfer.

“Casualty” shall mean the occurrence of any casualty, damage or injury, by fire or otherwise, to any Individual Property or any part thereof.

“Certificate of Sources and Uses” shall mean the Certificate of Sources and Uses of Funds delivered to Lender in connection with the Loan.

“Closing Date” shall mean the date of the funding of the Loan.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and all applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender” shall have the meaning set forth in Section 9.7.2(a) hereof.

“Co-Lending Agreement” shall mean the Co-Lending Agreement entered into between Lender, individually as a Co-Lender and as Agent and the other Co-Lenders in the event of a Syndication, as the same may be further supplemented, modified, amended or restated.

“Collateral” shall mean (i) the Collateral as defined in the Pledge Agreement, and (ii) all other collateral for the Loan granted in the Loan Documents and shall include all Substitute Collateral.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Contribution” shall have the meaning set forth in Section 9.6(a) hereof.

- 4 -

“Control” (and the correlative terms “controlled by” and “controlling”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of the business and affairs of the entity in question by reason of the ownership of beneficial interests, by contract or otherwise.

“Counterparty” shall mean the issuer of the Interest Rate Cap Agreement.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, this Agreement, the Pledge Agreement or any other Loan Document, including, without limitation, all Reserve Fund Deposits.

“Debt Service” shall mean, with respect to any particular period of time, interest payments and all Scheduled Amortization Payments due under the Note and the Mortgage Note for such period.

“Debt Service Coverage Ratio” shall mean a ratio in which:

(a) the numerator is the Net Operating Income for the 12 full calendar month period preceding the date of calculation as set forth in the financial statements required hereunder, adjusted for (i) assumed management fees of three percent (3%) of Gross Income from Operations and (ii) assumed Replacement Reserve Fund contributions equal to four percent (4%) of Gross Income from Operations; and

(b) the denominator is the greater of (i) the aggregate amount of Debt Service and Mortgage Debt Service which would be due and payable for such period, and (ii) the aggregate amount of Adjusted Debt Service and Mortgage Adjusted Debt Service which would be due and payable for such period.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would constitute an Event of Default.

“Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (a) the Maximum Legal Rate, or (b) five percent (5%) above the Applicable Interest Rate.

“Disclosure Document” shall have the meaning set forth in Section 9.2(a) hereof.

“Doubletree Albuquerque Property” shall mean the Individual Property identified as property number          on Schedule I attached hereto.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or State-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or State chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a State chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R.§9.10(b), having in either case a combined capital and surplus

- 5 -

of at least $50,000,000 and subject to supervision or examination by federal and State authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, insured by the Federal Deposit Insurance Corporation, (a) the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P, P-1 by Moody’s and F-1 by Fitch in the case of accounts in which funds are held for thirty (30) days or less, or (b) the long term unsecured debt obligations of which are rated at least AA by Fitch and S&P and Aa2 by Moody’s in the case of accounts in which funds are held for more than thirty (30) days.

“Embargoed Person” shall have the meaning set forth in Section 4.1.45 hereof.

“Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Environmental Law” shall mean any federal, State and local laws, statutes, ordinances, rules, regulations, and other legally enforceable standards, policies, government directives or requirements, as well as common law, related to the generation, manufacture, processing, use, treatment, storage, Release or handling of Hazardous Materials, that, apply to Borrower and Guarantor or any Property, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act and the Resource Conservation and Recovery Act.

“Environmental Liens” shall have the meaning set forth in Section 5.1.19(a) hereof.

“Environmental Reports” shall have the meaning set forth in Section 4.1.40 hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“Eurodollar Rate” shall mean, with respect to any Interest Period, an interest rate per annum equal to LIBOR plus 1.35% per annum.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Exchange Act” shall have the meaning set forth in Section 9.2(a) hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 9.2(a) hereof.

“Extended Maturity Date” shall have the meaning set forth in Section 2.2.1(c) hereof.

“Extension Fee” shall mean one-quarter percent (0.25%) of the original principal amount of the Loan.

“Extraordinary Expense” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Fee Estate” shall mean, with respect to any Ground Lease the fee interest of the lessor under such Ground Lease in the Land and the Improvements demised under such Ground Lease.

“Fee Owner” shall mean, with respect to any Ground Lease, the owner of the lessor’s interest in such Ground Lease and the related Fee Estate.

“FF&E” shall mean, with respect to each Individual Property, furnishings, fixtures and equipment in the guest rooms, hallways, lobbies, restaurants, lounges, meeting and banquet rooms, parking facilities and other public areas and other items included in the term “FF&E” as defined in the Operating Lease.

“FF&E Note” shall have the meaning set forth in the Operating Lease.

“FF&E Limitation” shall have the meaning set forth in the Operating Lease.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as the same may be amended from time to time.

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Franchise Agreement” shall mean those certain franchise agreements more specifically identified on Schedule X attached hereto.

“Franchisor” shall mean the franchisors with respect to the Franchise Agreement, as same is identified on Schedule X attached hereto.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Governmental Authority” shall mean any court, board, agency, commission, office, central bank or other authority of any nature whatsoever for any governmental unit (federal, State, county, district, municipal, city, country or otherwise) or quasi-governmental unit whether now or hereafter in existence having jurisdiction over all or any portion of an Individual Property, Borrower, Principal, Operating Tenant, Mezzanine Borrower, REIT or Guarantor.

“Gross Income from Operations” shall mean all income, computed in accordance with GAAP, derived from the ownership and operation of the Properties from whatever source, including, but not limited to, the Rents, utility charges, escalations, service fees or charges, license fees, parking fees, rent concessions or credits, and other required pass-throughs and Mortgage Borrower or Borrower, as applicable, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Mortgage Borrower to any Governmental Authority, refunds and uncollectible accounts, sales of furniture, fixtures and equipment, Insurance Proceeds (other than business interruption or other loss of income insurance), Awards, security deposits, utility and other similar deposits, payments received under the Mortgage Interest Rate Cap Agreement or the Interest Rate Cap Agreement, as applicable, interest on credit

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accounts, interest on the Reserve Funds, and any disbursements to Mortgage Borrower from the Mortgage Reserve Funds. Gross income shall not be diminished as a result of the Pledge Agreement or the creation of any intervening estate or interest in a Property or any part thereof.

“Ground Lease” shall mean, individually and collectively, as the context may require, each ground lease described on Schedule VI attached hereto and made a part hereof, if any, as such Schedule may be amended from time to time upon the release and/or substitution of an Individual Property.

“Ground Lease Escrow Fund” shall have the meaning set forth in the Mortgage Loan Agreement.

“Ground Rent” shall have the meaning set forth in the Mortgage Loan Agreement.

“Guarantor” shall mean the Operating Partnership, jointly and severally, and any other entity guaranteeing any payment or performance obligation of Borrower.

“Guaranty” shall mean that certain Guaranty of Recourse Obligations of Borrower, dated as of the date hereof, from Guarantor to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Hazardous Materials” shall mean any material or substance now or in the future defined or regulated as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant” or other words of similar import within the meaning of applicable Environmental Law, including; without limitation, petroleum and petroleum by-products, gasoline, diesel fuel and oil; radioactive materials; polychlorinated biphenyls (“PCBs”); lead and lead-based paint; asbestos or asbestos-containing materials in any form that is or could reasonably be expected to become friable; and mold that could reasonably be expected to adversely affect human health.

“Hilton Airport Grand Rapids Property” shall mean the Individual Property identified as property number          on Schedule I attached hereto.

“Improvements” shall have the meaning set forth in Article 1 of the related Pledge Agreements with respect to each Individual Property.

“Indebtedness” of a Person, at a particular date, shall mean the sum (without duplication) at such date of (a) all indebtedness or liability of such Person (including, without limitation, amounts for borrowed money); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (f) obligations secured by any Liens, whether or not the obligations have been assumed.

“Indemnified Liabilities” shall have the meaning set forth in Section 9.7.4(c) hereof.

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“Indemnified Parties” shall mean Lender, any Affiliate of Lender who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan, any Person in whose name the encumbrance created by the Security Instruments is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan, the holders of any Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, members, employees, agents, representatives, Affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including but not limited to any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan or any Property, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and including, but not limited to, any successors by merger, consolidation or acquisition of all of Lender’s assets and business).

“Indemnified Taxes” shall mean any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority.

“Indemnitee” shall have the meaning set forth in Section 9.7.4(c) hereof.

“Independent Director” shall have the meaning set forth in Section 4.1.36(aa) hereof.

“Individual Property” shall mean each parcel of real property, including any Release Property prior to its release or Substitute Property upon substitution, the Improvements thereon and all Personal Property owned by Mortgage Borrower and encumbered by a Security Instrument, together with all rights pertaining to such Property and Improvements, as more particularly described in Article 1 of each Security Instrument and referred to therein as the “Property”.

“Information” shall have the meaning set forth in Section 9.7.3(b) hereof.

“Insolvency Opinion” shall mean, that certain bankruptcy non-consolidation opinion letter delivered by counsel for Borrower in connection with the Loan and approved by Lender or the Rating Agencies, as the case may be.

“Insurance Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.

“Insurance Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“Intercreditor Agreement” shall have the meaning set forth in Section 9.11 hereof.

“Interest Period” shall mean, in connection with the calculation of interest accrued with respect to any specified Payment Date, the period from and including the ninth (9th) day of the prior calendar month to and including the eighth (8th) day of the calendar month in which the applicable Payment Date occurs; provided, however, that with respect to the Payment Date occurring in October, 2005, the Interest Period shall be the period commencing on the Closing Date to and including October 8, 2005. Each Interest Period, except for the Interest Period ending October 8, 2005, shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

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“Interest Rate Cap Agreement” shall mean the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto), between an Acceptable Counterparty and Borrower obtained by Borrower as and when required under Section 2.4 hereof. After delivery of a Replacement Interest Rate Cap Agreement to Lender, the term “Interest Rate Cap Agreement” shall be deemed to mean such Replacement Interest Rate Cap Agreement.

“Interest Shortfall” shall have the meaning set forth in Section 2.3.1(b) hereof.

“Inventory” shall mean “Inventories” as such term is defined in the Operating Lease.

“Investment Grade” shall mean a rating of BBB- or its equivalent by the Rating Agencies.

“Investor” shall have the meaning set forth in Section 5.1.10(i) hereof.

“Leases” shall have the meaning set forth in Article 1 of the Security Instrument with respect to each Individual Property.

“Legal Requirements” shall mean all federal, State, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Borrower, the Collateral, Mortgage Borrower or any Individual Property or any part thereof, or the zoning, construction, use, alteration, occupancy or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.

“Lehman” shall have the meaning set forth in Section 9.2(b) hereof.

“Lehman Group” shall have the meaning set forth in Section 9.2(b) hereof.

“Lender” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and assigns.

“Liabilities” shall have the meaning set forth in Section 9.2(b) hereof.

“LIBOR” shall mean, for the first Interest Period 3.73% per annum. For each Interest Period thereafter LIBOR shall mean the quoted offered rate for one-month United States dollar deposits with leading banks in the London interbank market that appears as of 11:00 a.m. (London time) on the related LIBOR Determination Date on the display page designated as Telerate Page 3750.

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If, as of such time on any LIBOR Determination Date, no quotation is given on Telerate Page 3750, then the Lender shall establish LIBOR on such LIBOR Determination Date by requesting four Reference Banks meeting the criteria set forth herein to provide the quotation offered by its principal London office for making one-month United States dollar deposits with leading banks in the London interbank market as of 11:00 a.m., London time, on such LIBOR Determination Date.

(i) If two or more Reference Banks provide such offered quotations, then LIBOR for the next Interest Period shall be the arithmetic mean of such offered quotations (rounded upward if necessary to the nearest whole multiple of 1/1,000%).

(ii) If only one or none of the Reference Banks provides such offered quotations, then LIBOR for the next Interest Period shall be the Reserve Rate.

(iii) If on any LIBOR Determination Date, Lender is required but is unable to determine LIBOR in the manner provided in paragraphs (i) and (ii) above, LIBOR for the next Interest Period shall be LIBOR as determined on the preceding LIBOR Determination Date.

The establishment of LIBOR on each LIBOR Determination Date by the Lender shall be final and binding.

“LIBOR Business Day” shall mean a day upon which United States dollar deposits may be dealt in on the London interbank markets and commercial banks and foreign exchange markets are open in London, England.

“LIBOR Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) LIBOR Business Days prior to the fifteenth (15th) calendar day of the month in which such Interest Period commenced.

“Licenses” shall have the meaning set forth in Section 4.1.22 hereof.

“Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting Borrower, the Mortgage Borrower, the Collateral or any related Individual Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“Liquidation Event” shall have the meaning set forth in Section 2.3.2(a) hereof.

“Loan” shall mean the loan made by Lender to Borrower pursuant to this Agreement and the other Loan Documents as the same may be amended or split pursuant to the terms hereof.

“Loan Documents” shall mean, collectively, this Agreement, the Note, the Pledge Agreement, the Environmental Indemnity, the Subordination of Management Agreement, the

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Certificate of Source and Uses, the Guaranty, the Subordination Agreement, the Assignment of Interest Rate Cap Agreement, the Assignment of Security Agreement, and all other documents executed and/or delivered in connection with the Loan now existing or hereinafter executed.

“Loan Party” shall mean individually and collectively, as the context requires, Borrower, Principal, Mortgage Borrower and Mortgage Borrower’s Principal.

“Lockbox Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Lockbox Bank” shall have the meaning set forth in the Mortgage Loan Agreement.

“Lockout Period” shall mean the period from the date hereof through and including April 9, 2007.

“Losses” shall mean any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement of whatever kind or nature (including but not limited to reasonable attorneys’ fees and other costs of defense).

“Major Lease” shall mean (i) any Lease which together with all other Leases to the same tenant and to all Affiliates of such tenant, (A) provides for rental income representing five percent (5%) or more of the annual hotel gross room revenues for any Individual Property, (B) covers more than 2,500 square feet of the total space at any Individual Property, in the aggregate, (C) provides for a lease term of more than ten (10) years including options to renew or (D) is with an Affiliate of Borrower and (ii) any instrument guaranteeing or providing credit support for any Major Lease and (iii) any Operating Lease.

“Management Agreement” shall mean, with respect to any Individual Property, the management agreement entered into by and between Operating Tenant and Manager, as more specifically identified on Schedule XI attached hereto, or, if the context requires, the Replacement Management Agreement executed in accordance with the terms and provisions of this Agreement.

“Manager” shall mean the manager with respect to the Management Agreements as more specifically identified on Schedule XI attached hereto or, if the context requires, a Qualified Manager who is managing the Properties or any Individual Property in accordance with the terms and provisions of this Agreement.

“Material Agreement” means all agreements, other than the Management Agreement, the Franchise Agreement, the Leases and the Operating Lease, entered into by any Loan Party affecting or relating to the Property, the Collateral or any other direct or indirect ownership interest of a Loan Party in Mortgage Borrower which require the payment of more than $250,000.00, in payments or liability in any annual period (on a per Individual Property basis) and which (i) do not have the payments or liability thereunder reflected in the Approved Annual Budget; or (ii) is not an Ordinary Contract which is not cancellable without penalty or premium on no more than ninety (90) days notice.

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“Maturity Date” shall mean October 9, 2007, as such date may be extended pursuant to the terms hereof, or such other date on which the final payment of the principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or in the other Loan Documents, under the laws of such State or States whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Monthly Debt Service Payment Amount” shall mean the amount of interest and the Scheduled Amortization Payment due and payable on each Payment Date, pursuant to the Note and Section 2.2 hereof.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage Accounts” shall mean “Accounts” as such term is defined in the Mortgage Loan Agreement.

“Mortgage Adjusted Debt Service” shall mean “Adjusted Debt Service” as such term is defined in the Mortgage Loan Agreement.

“Mortgage Borrower” shall have the meaning assigned to the term “Borrower” in the Mortgage Loan Agreement.

“Mortgage Debt Service” shall mean “Debt Service” as such term is defined in the Mortgage Loan Agreement.

“Mortgage Interest Rate Cap Agreement” shall mean the “Interest Rate Cap Agreement” under and as defined in the Mortgage Loan Agreement.

“Mortgage Lender” shall mean Lehman Brothers Bank, FSB, a federal stock savings bank, together with its successors and assigns.

“Mortgage Loan” shall mean that certain loan made by Mortgage Lender to Mortgage Borrower in the principal amount of TWO HUNDRED THIRTY-ONE MILLION AND 00/100 DOLLARS ($231,000,000.00).

“Mortgage Loan Agreement” shall mean that certain Loan Agreement between Mortgage Borrower and Mortgage Lender in connection with the Mortgage Loan, dated as of the date hereof, as amended, restated, supplemented or otherwise modified from time to time.

“Mortgage Loan Documents” shall mean, collectively, the Mortgage Note, the Mortgage Loan Agreement, the Security Instruments, and any and all other documents defined as “Loan Documents” in the Mortgage Loan Agreement, as amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Mortgage Loan Event of Default” shall mean an “Event of Default” under and as defined in the Mortgage Loan Agreement.

“Mortgage Loan Extension Notice” shall have the meaning set forth in Section 2.2.10 hereof.

“Mortgage Loan Extension Option” shall have the meaning ascribed to the term “Extension Option” in the Mortgage Loan Agreement.

“Mortgage Loan Extension Request” shall have the meaning set forth in Section 2.2.10 hereof.

“Mortgage Note” shall mean that certain promissory note of even date herewith in the original principal amount of TWO HUNDRED THIRTY-ONE MILLION AND 00/100 DOLLARS ($231,000,000.00), made by Mortgage Borrower in favor of Mortgage Lender, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

“Mortgage Reserve Funds” shall mean the “Reserve Funds” as such term is defined in the Mortgage Loan Agreement.

“Mortgage Securities” shall mean the “Securities” as such term is defined in the Mortgage Loan Agreement.

“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (i) in the event of a Liquidation Event consisting of a Casualty or Condemnation, Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (ii) in the event of a Liquidation Event consisting of a Casualty or Condemnation, the costs incurred by Mortgage Borrower in connection with a restoration of all or any portion of the applicable Property made in accordance with the Mortgage Loan Documents, (iii) in the event of a Liquidation Event consisting of a Casualty or Condemnation or a Transfer, amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents to Mortgage Lender, (iv) in the event of a Liquidation Event consisting of a Casualty or Condemnation, those proceeds paid to Mortgage Borrower pursuant to Section 6.4(b)(vii) of the Mortgage Loan Agreement, (v) in the case of a foreclosure sale, disposition or transfer of a Property in connection with realization thereon following an Event of Default under the Mortgage Loan, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (vi) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents and (vii) in the case of a refinancing of the Mortgage Loan, such costs and expenses (including reasonable attorneys’ fees) of such refinancing, and (vii) the amount of any prepayments required pursuant to the Mortgage Loan Documents in connection with any such Liquidation Event.

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“Net Cash Flow” for any period shall mean the amount obtained by subtracting Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period.

“Net Cash Flow After Debt Service” for any period shall mean the amount obtained by subtracting Debt Service for such period from Net Cash Flow for such period.

“Net Liquidation Proceeds After Debt Service” shall have the meaning set forth in the Mezzanine Loan Agreement.

“Net Operating Income” shall mean the amount obtained by subtracting Operating Expenses from Gross Income from Operations (but excluding any payments received by Mortgage Borrower, as applicable, under the Mortgage Interest Rate Cap Agreement and the Interest Rate Cap Agreement, as applicable).

“Net Proceeds” shall have the meaning set forth in the Mortgage Loan Agreement.

“New Borrower” shall have the meaning set forth in Section 5.2.16(iii) hereof.

“Non-U.S. Entity” shall have the meaning set forth in Section 2.2.8(b) hereof.

“Note” shall mean that certain promissory note of even date herewith in the original principal amount of EIGHTY-ONE MILLION AND 00/100 DOLLARS ($81,000,000.00), made by Borrower in favor of Lender, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

“O&M Program” shall have the meaning set forth in the Mortgage Loan Agreement.

“Obligations” shall mean Borrower’s obligation to pay the Debt and perform its obligations under the Note, this Agreement and the other Loan Documents.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by a Responsible Officer of Borrower.

“Operating Expenses” shall mean the total of all expenditures, computed in accordance with GAAP, of whatever kind relating to the operation, maintenance and management of the Properties that are incurred on a regular monthly or other periodic basis, including without limitation, utilities, ordinary repairs and maintenance, insurance premiums, license fees, property taxes and assessments, advertising and marketing expenses, franchise fees, management fees, payroll and related taxes, computer processing charges, operational equipment or other lease payments as approved by Lender, and other similar costs, but excluding depreciation, Debt Service, Capital Expenditures and contributions to the Reserve Funds or the Mortgage Reserve Funds.

“Operating Lease” shall mean those certain operating leases between Borrower and Operating Tenant as more specifically set forth on Schedule XII attached hereto as the same may be modified, amended, supplemented or extended from time to time.

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“Operating Lease Rent” shall mean “Rent” as defined in the Operating Lease.

“Operating Lease Security Agreement” shall mean, with respect to each Operating Lease, the Security Agreement (as defined in the Operating Lease) between Operating Tenant and Borrower with respect to Operating Tenant’s personal property and any FF&E transferred to Operating Tenant in accordance with Section 5.2.10(f) hereof and (ii) with respect to the Property Account and Gross Income from Operations, the security interest granted by Operating Tenant to Borrower in the Operating Lease.

“Operating Partnership” shall mean MeriStar Hospitality Operating Partnership L.P., a Delaware limited partnership.

“Operating Tenant” shall mean the tenants under the Operating Leases, as more specifically set forth on Schedule XII attached hereto.

“Ordinary Contract” shall mean any trade or operational contracts entered into in the ordinary course of business, in arm’s-length transactions, with trade creditors and in amounts as are customary and reasonable under the circumstances.

“Organizational Documents” shall mean (i) with respect to a corporation, such Person’s certificate of incorporation and by laws, and any shareholder agreement, voting trust or similar arrangement applicable to any of such Person’s authorized shares of capital stock, (ii) with respect to a partnership, such Person’s certificate of limited partnership, partnership agreement, voting trusts or similar arrangements applicable to any of its partnership interests, (iii) with respect to a limited liability company, such Person’s certificate of formation, limited liability company agreement or other document affecting the rights of holders of limited liability company interests, and (iv) any and all agreements between any constituent member, partner or shareholder of the Person in question, including any contribution agreement or indemnification agreements. In each case, “Organizational Documents” shall include any indemnity, contribution, shareholders or other agreement among any of the owners of the entity in question.

“Other Charges” shall mean all Ground Rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Owner’s Title Policy” shall mean that certain ALTA extended coverage owner’s policy of title insurance issued in connection with the closing of the Mortgage Loan insuring the Mortgage Borrower as the owner of each Individual Property.

“Ownership Interest” means (i) any interest in the Property or (ii) in the case of any Loan Party, any ownership interest in such Loan Party, direct or indirect, contingent or fixed, at any level or any tier, of any nature whatsoever, whether in the form of a partnership interest, stock interest, membership interest, equitable interest, beneficial interests, profit interest, loss interest, voting rights, control rights, management rights or otherwise.

“Participant” shall have the meaning set forth in Section 9.7.2(i) hereof.

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“Payment Date” shall mean the ninth (9^th) day of each calendar month during the term of the Loan or, if such day is not a Business Day, the immediately preceding Business Day.

“Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively, (a) the Liens and security interests created by the Mortgage Loan Documents, (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policy relating to such Individual Property or any part thereof, (c) Liens, if any, for Taxes imposed by any Governmental Authority not yet delinquent, or which are being contested in good faith in accordance with Section 5.1.2 hereof, (d) all easements, restrictions, covenants, reservations and rights-of-way permitted pursuant to Section 5.2.10(g) hereof, (e) Permitted Equipment Financing, (f) Liens being contested in good faith in accordance with Section 5.2.1 hereof , and (g) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

“Permitted Equipment Financing” shall have the meaning set forth in the Mortgage Loan Agreement.

“Permitted Investments” shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by Servicer, the trustee under any Securitization or any of their respective Affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Payment Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below:

(i) obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(ii) Federal Housing Administration debentures;

(iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks

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(consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(iv) federal funds, unsecured certificates of deposit, time deposits, bankers’ acceptances and repurchase agreements with maturities of not more than 365 days of any bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(v) fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers’ acceptances with maturities of not more than 365 days and issued by, any bank or trust company, savings and loan association or savings bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(vi) debt obligations with maturities of not more than 365 days and at all times rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself,

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result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) in its highest long-term unsecured rating category; provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(vii) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365 days and that at all times is rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) in its highest short-term unsecured debt rating; provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(viii) units of taxable money market funds, with maturities of not more than 365 days and which funds are regulated investment companies, seek to maintain a constant net asset value per share and invest solely in obligations backed by the full faith and credit of the United States, which funds have the highest rating available from each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) for money market funds; and

(ix) any other security, obligation or investment which has been approved as a Permitted Investment in writing by (a) Lender and (b) each Rating Agency, as evidenced by a written confirmation that the designation of such security, obligation or investment as a Permitted Investment will not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities by such Rating Agency;

provided, however, that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment.

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“Permitted Transferee” shall have the meaning set forth in the Mortgage Loan Agreement.

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, State, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Personal Property” shall have the meaning set forth in Article 1 of the Security Instrument with respect to each Individual Property.

“Philadelphia Property” shall have the meaning set forth in the Mortgage Loan Agreement.

“Physical Conditions Report” shall mean, with respect to each Individual Property, a structural engineering report prepared by a company satisfactory to Lender and Mortgage Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender and Mortgage Lender in their respective sole discretion, which report shall, among other things, (a) confirm that such Individual Property and its use complies, in all material respects, with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and (b) include a copy of a final certificate of occupancy with respect to all Improvements on such Individual Property.

“Plan” shall mean an employee benefit plan (as defined in section 3(3) of ERISA) whether or not subject to ERISA or a plan or other arrangement within the meaning of section 4975 of the Code.

“Plan Assets” shall mean assets of a Plan within the meaning of section 29 C.F.R. section 2510.3-101 or similar law.

“Pledge Agreement” shall mean, individually and collectively, as the context may require, (i) that certain Pledge and Security Agreement, dated as of the date hereof, executed and delivered by Borrower to Lender, and/or (ii) that certain Pledge and Security Agreement, dated as of the date hereof, executed and delivered by River Hotel Pledgor to Lender, each as security for the Loan, as each may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Pledged Interests” shall mean all membership interests, partnership interests, stock and any other equity interests owned by Borrower and River Hotel Pledgor in each Mortgage Borrower and Mortgage Borrower’s Principal, if applicable, and more fully described in the Pledge Agreement.

“Policies” shall have the meaning specified in the Mortgage Loan Agreement.

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“Post-Termination Property Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Prepayment Date” shall have the meaning set forth in Section 2.3.1(a) hereof.

“Prime Rate” shall mean, on a particular date, a rate per annum equal to the rate of interest published in The Wall Street Journal as the “prime rate”, as in effect on such day, with any change in the prime rate resulting from a change in said prime rate to be effective as of the date of the relevant change in said prime rate; provided, however, that if more than one prime rate is published in The Wall Street Journal for a day, the average of the prime rates shall be used; provided, further, however, that the Prime Rate (or the average of the prime rates) will be rounded to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%. In the event that The Wall Street Journal should cease or temporarily interrupt publication, then the Prime Rate shall mean the daily average prime rate published in another business newspaper, or business section of a newspaper, of national standing chosen by Lender. If The Wall Street Journal resumes publication, the substitute index will immediately be replaced by the prime rate published in The Wall Street Journal. In the event that a prime rate is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index which is readily available to Borrower and verifiable by Borrower but is beyond the control of Lender. Lender shall give Borrower prompt written notice of its choice of a substitute index and when the change became effective. Such substitute index will also be rounded to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%. The determination of the Prime Rate by Lender shall be conclusive and binding absent manifest error.

“Principal” shall have the meaning set forth in Section 4.1.36 hereof, together with its successors and assigns.

“Pro Rata Share of the Loan” shall have the meaning set forth in Section 9.7.2(a) hereof.

“Prohibited Person” shall mean any Person:

(a) listed in the Annex to, or otherwise subject to the provisions of, the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”);

(b) that is owned or controlled by, or acting for or on behalf of, any person or entity that is listed to the Annex to, or is otherwise subject to the provisions of, the Executive Order;

(c) with whom Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering law, including the Executive Order;

(d) who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

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(e) that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov.ofac/t11sdn.pdf or at any replacement website or other replacement official publication of such list; or

(f) who is an Affiliate of or affiliated with a Person listed above.

“Projections” shall have the meaning set forth in Section 9.7.3(b) hereof.

“Properties” shall mean, collectively, each and every Individual Property.

“Property” shall mean, as the context may require, the Properties or an Individual Property.

“Property Account” shall have the meaning set forth in the Mortgage Loan Agreement.

“Property Account Agreement” shall have the meaning set forth in the Mortgage Loan Agreement.

“Property Account Bank” shall have the meaning set forth in the Mortgage Loan Agreement.

“Provided Information” shall have the meaning set forth in Section 9.1(a) hereof.

“Qualified Franchisor” shall mean (a) any nationally recognized franchisor under whose flag there are at least fifty (50) full-service hotels, exclusive of the Properties, and (b) prior to whose employment as franchisor of the Property (i) prior to the occurrence of a Securitization, such employment shall have been approved by Lender, in its reasonable discretion, and (ii) after the occurrence of a Securitization, Lender shall have received a Rating Confirmation.

“Qualified Manager” shall mean a reputable and experienced professional management organization (a) which manages, together with its Affiliates, ten (10) full service hotels exclusive of the Properties totaling in the aggregate no less than 3,500 rooms and (b) prior to whose employment as manager of the Property (i) prior to the occurrence of a Securitization, such employment shall have been approved by Lender, in its reasonable discretion, and (ii) after the occurrence of a Securitization, Lender shall have received a Rating Confirmation.

“Qualified Transferee” shall mean any one of the following Persons:

(i) a pension fund, pension trust or pension account that (a) has total real estate assets of at least $1 Billion and (b) is managed by a Person who controls at least $1 Billion of real estate equity assets; or

(ii) a pension fund advisor who (a) immediately prior to such transfer, controls at least $1 Billion of real estate equity assets and (b) is acting on behalf of one or more pension funds that, in the aggregate, satisfy the requirements of clause (i) of this definition; or

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(iii) an insurance company which is subject to supervision by the insurance commissioner, or a similar official or agency, of a state or territory of the United States (including the District of Columbia) (a) with a net worth, as of a date no more than six (6) months prior to the date of the transfer, of at least $500 Million and (b) who, immediately prior to such transfer, controls real estate equity assets of at least $1 Billion; or

(iv) a corporation organized under the banking laws of the United States or any state or territory of the United States (including the District of Columbia) (a) with a combined capital and surplus of at least $500 Million and (b) who, immediately prior to such transfer, controls real estate equity assets of at least $1 Billion; or

(v) any Person (a) with a long-term unsecured debt rating from the Rating Agencies of at least Investment Grade or (b) who (i) owns or operates at least ten (10) full service hotels exclusive of the Properties totaling in the aggregate no less than 3,500 rooms, (ii) has a net worth, as of a date no more than six (6) months prior to the date of such transfer, of at least $500 Million and (iii) immediately prior to such transfer, controls real estate equity assets of at least $1 Billion.

“Quality Assurance Reports” shall mean any quality assurance reports of inspection or compliance from a Franchisor under a Franchise Agreement with respect to any Individual Property.

“Rating Agencies” shall mean each of S&P, Moody’s, and Fitch, and any other nationally-recognized statistical rating agency which has been approved by Lender and has rated the Securities.

“Rating Confirmation” means each of the Rating Agencies which have assigned ratings to any Securities shall have confirmed in writing that the occurrence of the event with respect to which such Rating Confirmation is sought shall not result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities in connection with a Securitization. In the event that no Securities are outstanding or the Loan is not part of a Securitization, any action that would otherwise require a Rating Confirmation shall require the consent of the Lender.

“Real Estate Investment Trust” shall have the meaning set forth in Section 5.1.26 hereof.

“Reference Bank” shall mean a leading bank engaged in transactions in Eurodollar deposits in the international Eurocurrency market that has an established place of business in London. If any such Reference Bank should be removed from the Telerate Page 3750 or in any other way fail to meet the qualifications of a Reference Bank, Lender may designate alternative Reference Banks meeting the criteria specified above.

“Register” shall have the meaning set forth in Section 9.7.2(h) hereof.

“Registration Statement” shall have the meaning set forth in Section 9.2(b) hereof.

“Reimbursement Contribution” shall have the meaning set forth in Section 9.6(c) hereof.

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“REIT” shall mean MeriStar Hospitality Corporation, a Maryland corporation, together with its successors and permitted assigns.

“REIT Rules” shall have the meaning set forth in Section 5.1.26 hereof.

“Release of Hazardous Materials” shall mean any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, or disposing of Hazardous Materials into the environment.

“Release Price” shall mean, for each Individual Property, (i) prior to the Payment Date occurring in [October], 2006, provided that the aggregate Allocated Loan Amounts of all Individual Properties released pursuant to Section 2.5 hereof (including the Individual Property which is the subject of the release) does not exceed ten percent (10%) of the original principal amount of the Loan, one hundred five percent (105%) of the Allocated Loan Amount for such Individual Property, and (ii) on or after the earlier to occur of (a) the Payment Date occurring in [October], 2006 and (b) the date on which the aggregate Allocated Loan Amounts of all Individual Properties released pursuant to Section 2.5 hereof (including the Individual Property which is the subject of the release) would exceed ten percent (10%) of the original principal amount of the Loan, one hundred twenty percent (120%) of the Allocated Loan Amount for such Individual Property.

“Release Property” shall have the meaning set forth in Section 2.6 hereof.

“Release Property Transferor” shall have the meaning set forth in Section 2.5.1(h) hereof.

“REMIC Trust” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Note.

“Renewal Lease” shall have the meaning set forth in Section 5.1.17(a) hereof.

“Rents” shall have the meaning set forth in Article 1 of the Security Instrument with respect to each Individual Property.

“Replacement Franchise Agreement” shall mean, collectively, (a) either (i) a franchise agreement with a Qualified Franchisor substantially in the same form and substance as the Franchise Agreement, or (ii) a franchise agreement with a Qualified Franchisor, which franchise agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that (A) after the occurrence of a Securitization, Borrower obtain a Rating Confirmation with respect to such franchise agreement; and (B) a “comfort letter” reasonably satisfactory in form and substance to Lender, be executed and delivered by the Qualified Franchisor to Lender.

“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially identical to the Interest Rate Cap Agreement.

“Replacement Management Agreement” shall mean, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance

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as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that (A) after the occurrence of a Securitization, Borrower obtain a Rating Confirmation with respect to such management agreement; and (B) a subordination of management agreement substantially in the form of the Assignment of Management Agreement (or such other form acceptable to Lender), be executed and delivered to Lender by Borrower, Mortgage Borrower and such Qualified Manager at Borrower’s expense and (C) after the occurrence of a Securitization, if such replacement manager is an Affiliated Manager, Borrower shall have delivered, or cause to be delivered, to Lender, an updated Insolvency Opinion acceptable to Lender with respect to such Affiliated Manager.

“Replacement Operating Lease” shall have the meaning set forth in Section 5.1.24(c) hereof.

“Replacement Reserve Fund” shall have the meaning set forth in the Mortgage Loan Agreement.

“Replacements” shall have the meaning set forth in the Mortgage Loan Agreement.

“Required Repair Fund” shall have the meaning set forth in the Mortgage Loan Agreement.

“Required Repairs” shall have the meaning set forth in the Mortgage Loan Agreement.

“Reserve Fund Deposits” shall mean the amounts to be deposited into the Reserve Funds for any given month or at any other time as provided in this Agreement or in the other Loan Documents.

“Reserve Funds” shall mean the Tax and Insurance Escrow Fund, the Replacement Reserve Fund, the Required Repair Fund, the Ground Lease Escrow Fund or any other escrow or reserve fund established by the Loan Documents.

“Reserve Rate” shall mean the rate per annum which Lender determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 1/1,000%) of the one-month United States dollar lending rates that at least three major New York City banks selected by Lender are quoting, at 11:00 a.m. (New York time) on the relevant LIBOR Determination Date, to the principal London offices of at least two of the Reference Banks, or (ii) in the event that at least two such rates are not obtained, the lowest one-month United States dollar lending rate which New York City banks selected by Lender are quoting as of 11:00 a.m. (New York time) on such LIBOR Determination Date to leading European banks.

“Responsible Officer” means with respect to a Person, the chairman of the board, president, chief operating officer, chief financial officer, treasurer or vice president-finance or the equivalent of such Person.

“Restoration” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Restricted Party” shall mean Mortgage Borrower, Borrower, Principal, any Guarantor, or any Affiliated Manager or any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of, Mortgage Borrower, Borrower, Principal, any Guarantor, any Affiliated Manager or any non-member manager.

“River Hotel Pledgor” shall mean River Hotel Ltd. I, a Texas limited partnership, together with its successors and assigns.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, transfer or pledge of a direct or indirect legal or beneficial interest.

“Scheduled Amortization Payments” shall mean the amount of principal set forth on Schedule V hereto to be paid on each Payment Date.

“Securities” shall have the meaning set forth in Section 9.1 hereof.

“Securitization” shall have the meaning set forth in Section 9.1 hereof.

“Securities Act” shall have the meaning set forth in Section 9.2(a) hereof.

“Security Instrument” shall mean, with respect to each Individual Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt, as applicable) and Security Agreement, executed and delivered by Mortgage Borrower, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Servicer” shall have the meaning set forth in Section 9.3 hereof.

“Servicing Agreement” shall have the meaning set forth in Section 9.3 hereof.

“Severed Loan Documents” shall have the meaning set forth in 8.2.(c) hereof.

“Spread Maintenance Premium” means, with respect to any repayment of the outstanding principal amount of the Loan prior to the end of the Lockout Period, a payment to Lender in an amount equal to the sum of the present value of each future installment of interest that would be payable under the Note on the outstanding principal amount of the Loan from the date of such prepayment through, but including, the end of the Lockout Period assuming an interest rate equal to the Eurodollar Rate Margin, discounted at an interest rate per annum equal to the LIBOR then in effect which such premium is payable for instruments having a maturity coterminous with the end of the Lockout Period.

“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Strike Rate” shall mean 5.75%.

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“Subordination Agreement” means the subordination agreement dated the date hereof between Lender and Operating Tenant as more specifically described on Schedule XII attached hereto.

“Subordination of Management Agreement” shall mean those certain Subordination of Management Agreement, dated as of the date hereof, among Lender, Borrower, Mortgage Borrower and Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Substitute Allocated Loan Amount” shall have the meaning set forth in Section 2.6(ii) hereof.

“Substitute Collateral” shall have the meaning set forth in Section 2.6 (hh) hereof.

“Substitute Property” shall have the meaning set forth in Section 2.6 hereof.

“Survey” shall mean, with respect to an Individual Property, a survey prepared by a surveyor licensed in the State where such Individual Property is located and reasonably satisfactory to Lender and the company or companies issuing the Title Insurance Policies, and containing a certification of such surveyor reasonably satisfactory to Lender or an update or certificate of no change with respect to the same, reasonably satisfactory to Lender.

“Syndication” shall have the meaning set forth in Section 9.7.2(a) hereof.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“Telerate Page 3750” means the display designated as page 3750 on the Dow Jones Telerate Service (or such other page as may replace page 3750 on that service or such other service as may be nominated by the British Bankers-Association as the information vendor for the purposes of displaying British Bankers-Association Interest Settlement Rates for U.S. dollar deposits).

“Termination Event” shall have the meaning set forth in the Mortgage Loan Agreement.

“Title Insurance Policy” shall have the meaning set forth in the Mortgage Loan Agreement.

“Transfer” shall have the meaning set forth in Section 5.2.10(a) hereof.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State of New York.

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“UCC Financing Statements” shall mean the UCC financing statement delivered in connection with the Pledge Agreement and the other Loan Documents and filed in the applicable filing offices.

“UCC Title Insurance Policy” shall mean, with respect to the Collateral, a UCC title insurance policy in the form acceptable to Lender issued with respect to the Collateral and insuring the lien of the Pledge Agreement encumbering such Collateral.

“Underwriter Group” shall have the meaning set forth in Section 9.2(b) hereof.

“U.S. Obligations” shall mean direct non-callable obligations of the United States of America.

“USPAP” shall mean the Uniform Standard of Professional Appraisal Practice.

“Working Day” shall mean any day on which dealings in foreign currencies and exchange are carried on in London, England and in New York, New York.

Section 1.2 Principles of Construction.

(a) All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined. All covenants, representations, terms and conditions contained in this Agreement applicable to (i) Property or Properties shall be deemed to apply to each Individual Property individually, (ii) Operating Tenant shall be deemed to apply to each Operating Tenant individually, (iii) Operating Lease shall be deemed to apply to each Operating Lease individually and (iv) Mortgage Borrower shall be deemed to apply to each Mortgage Borrower, as applicable, individually. With respect to terms defined by cross-reference to the Mortgage Loan Documents, such defined terms shall have the definitions set forth in the Mortgage Loan Documents as of the date hereof, and no modifications to the Mortgage Loan Documents shall have the effect of changing such definitions for the purpose of this Agreement unless Lender expressly agrees that such definitions as used in this Agreement have been revised or Lender consents to the modification documents. With respect to any provisions incorporated by reference herein from the Mortgage Loan Agreement, such provisions shall be deemed a part of this Agreement notwithstanding the fact that the Mortgage Loan shall no longer be effective for any reason.

II. GENERAL TERMS

Section 2.1 Loan Commitment; Disbursement to Borrower.

2.1.1 Agreement to Lend and Borrow.

Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make and Borrower hereby agrees to accept the Loan on the Closing Date.

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2.1.2 Single Disbursement to Borrower.

Borrower may request and receive only one borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Note, Pledge Agreement and Loan Documents.

The Loan shall be evidenced by the Note and secured by the Pledge Agreement and the other Loan Documents.

2.1.4 Use of Proceeds.

Borrower shall use the proceeds of the Loan solely for the purposes set forth in the Certificate of Sources and Uses. All of the Mortgage Loan proceeds advanced to Mortgage Borrower have been and will be used solely in accordance with the Mortgage Loan Documents.

Section 2.2 Interest; Loan Payments; Late Payment Charge.

2.2.1 Payments.

(a) Interest. Interest on the outstanding principal balance of the Loan shall accrue from the Closing Date to the end of the Interest Period in which the Maturity Date occurs at the Applicable Interest Rate. Monthly installments of interest only shall be paid on each Payment Date commencing on November 9, 2005 and on each subsequent Payment Date thereafter up to and including the Maturity Date for the Interest Period in which such Payment Date or Maturity Date occurs. Interest on the outstanding principal amount of the Loan for the period through and including October 8, 2005 shall be paid by Borrower on the Closing Date. The outstanding principal balance of the Loan together with all accrued and unpaid interest thereon shall be due and payable on the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)).

(b) Principal. The Scheduled Amortization Payments shall be paid on November 9, 2005 and on each subsequent Payment Date thereafter.

(c) Extension of the Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the initial Maturity Date for three (3) successive terms (each, an “Extension Option”) of one (1) year each (each, an “Extension Period”) to (x) the Payment Date occurring in October, 2008, (y) the Payment Date occurring in October, 2009 and (z) the Payment Date occurring in October, 2010 (each such date, the “Extended Maturity Date”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:

(i) no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the date that the applicable Extension Period is commenced;

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(ii) Borrower shall notify Lender of its irrevocable election to extend the Maturity Date as aforesaid not earlier than one hundred twenty (120) days and no later than sixty (60) days prior to the then applicable Maturity Date;

(iii) Borrower shall obtain and deliver to Lender prior to exercise of such Extension Option, one or more Replacement Interest Rate Cap Agreements, which Replacement Interest Rate Cap Agreements shall be effective commencing on the first day of such Extension Option and shall have a maturity date not earlier than the next succeeding Extended Maturity Date;

(iv) in connection with each Extension Option, Borrower shall have delivered to Lender together with its notice pursuant to subsection (c)(ii) of this Section 2.2.1 and as of the commencement of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate except to the extent such representations and warranties are matters which by their nature can no longer be true and correct (i) as a result of the passage of time or (ii) as a result of changes permitted hereunder or otherwise approved in writing by Lender;

(v) in connection with the exercise of the second and third Extension Option, Borrower shall have paid to Lender the Extension Fee; no Extension Fee shall be due in connection with the First Extension Option; and

(vi) the Mortgage Loan Extension Option corresponding to the applicable Extension Period shall have been exercised in accordance with the terms of the Mortgage Loan Agreement.

(d) All references in this Agreement and in the other Loan Documents to the Maturity Date shall mean the applicable Extended Maturity Date in the event the applicable Extension Option is exercised.

(e) All payments and other amounts due under the Note, this Agreement and the other Loan Documents shall be made without any setoff, defense or irrespective of, and without deduction for, counterclaims.

2.2.2 Interest Calculation.

Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate equal to the Applicable Interest Rate divided by three hundred sixty (360) by (c) the outstanding principal balance on the first day of the applicable Interest Period.

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2.2.3 Eurodollar Rate Unascertainable; Illegality; Increased Costs.

(a) (i) In the event that Lender shall have determined (which determination shall be in Lender’s reasonable judgment and shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, and reasonable means do not exist for ascertaining LIBOR, then Lender shall forthwith give notice by telephone of such determination, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period, with a written confirmation of such determination promptly thereafter. If such notice is given, the Loan shall bear interest at the Adjusted Prime Rate beginning on the first day of the next succeeding Interest Period.

(ii) If, pursuant to the terms of this Section 2.2.3, Loan is bearing interest at the Adjusted Prime Rate and Lender shall determine (which determination shall be in Lender’s reasonable judgment and shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower by telephone of such determination, confirmed in writing, to Borrower as soon as reasonably practical, but in no event later than one (1) Business Day prior to the last day of the then current Interest Period. If such notice is given, the Loan shall bear interest at the Eurodollar Rate beginning on the first day of the next succeeding Interest Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to have the Loan bear interest at either the Eurodollar Rate or the Adjusted Prime Rate.

(b) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender or any Co-Lender in good faith to make or maintain the portion of the Loan bearing interest at the Eurodollar Rate, (I) the obligation of Lender or such Co-Lender hereunder to make the Loan bearing interest at the Eurodollar Rate shall be canceled forthwith and (II) the Loan shall automatically bear interest at the Adjusted Prime Rate on the next succeeding Payment Date or within such earlier period as required by Applicable Law. Borrower hereby agrees promptly to pay Lender or any Co-Lender (within ten (10) days of Lender’s or any Co-Lender’s written demand therefor), any additional amounts necessary to compensate Lender or any Co-Lender for any reasonable costs incurred by Lender or such Co-Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender or such Co-Lender to lenders of funds obtained by it in order to make or maintain the Loan hereunder. Upon written demand from Borrower, Lender or the applicable Co-Lender shall demonstrate in reasonable detail the circumstances giving rise to Lender’s or such Co-Lender’s determination and the calculation substantiating the Adjusted Prime Rate and any additional costs incurred by Lender or such Co-Lender in making the conversion. Lender’s or Co-Lender’s written notice of such costs, as certified to Borrower, shall be conclusive absent manifest error.

(c) In the event that any change in any requirement of any Applicable Law or in the interpretation or application thereof, or compliance in good faith by Lender or any Co-Lender with any request or directive (whether or not having the force of law)

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hereafter issued from any Governmental Authority which is generally applicable to all Lenders subject to such Governmental Authority’s jurisdiction:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender or any Co-Lender which is not otherwise included in the determination of LIBOR hereunder;

(ii) shall, if the Loan is then bearing interest at the Eurodollar Rate, hereafter have the effect of reducing the rate of return on Lender’s or any Co-Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender or any Co-Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s or any Co-Lender’s policies with respect to capital adequacy) by any amount deemed by Lender or any Co-Lender to be material; or

(iii) shall, if the Loan is then bearing interest at the Eurodollar Rate, hereafter impose on Lender or any Co-Lender any other condition, the result of which is to increase the cost to Lender or such Co-Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such case, Borrower shall promptly pay Lender or such Co-Lender (within ten (10) days of Lender’s or such Co-Lender’s written demand therefor), any additional amounts necessary to compensate Lender or such Co-Lender for such additional cost or reduced amount receivable which Lender or such Co-Lender reasonably deems to be material. If Lender or any Co-Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(c), Lender and such Co-Lender shall provide Borrower with written notice specifying in reasonable detail the event or circumstance by reason of which it has become so entitled and the additional amount required to fully compensate Lender and such Co-Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender or such Co-Lender to Borrower shall be conclusive absent manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under the Note, this Agreement and the other Loan Documents.

(d) Borrower agrees to indemnify Lender and the Co-Lenders and to hold Lender and the Co-Lenders harmless from any loss or expense which Lender or any Co-Lender sustains or incurs as a consequence of (I) any default by Borrower in payment of the principal of or interest on the Loan while bearing interest at the Eurodollar Rate, including, without limitation, any such loss or expense arising from interest or fees payable by Lender or any Co-Lenders to lenders of funds obtained by it in order to maintain the Eurodollar Rate, (II) any prepayment (whether voluntary or mandatory) of the Loan on a day that is not the day immediately following the last day of an Interest Period with respect thereto, including, without limitation, such loss or expense arising from interest or fees payable by Lender or any Co-Lender to lenders of funds obtained by

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it in order to maintain the Eurodollar Rate hereunder and (III) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate from the Eurodollar Rate to the Adjusted Prime Rate with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the Eurodollar Rate on a date other than the day immediately following the last day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender or any Co-Lender to lenders of funds obtained by it in order to maintain the Eurodollar Rate hereunder (the amounts referred to in clauses (I), (II) and (III) are herein referred to collectively as the “Breakage Costs”). This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

2.2.4 Payment on Maturity Date.

Borrower shall pay to Lender on the Maturity Date the outstanding principal balance, all accrued and unpaid interest thereon, and all other amounts due hereunder and under the Note, the Pledge Agreement and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the Maturity Date.

2.2.5 Payments after Default.

Upon the occurrence and during the continuance of an Event of Default, (a) interest on the outstanding principal balance of the Loan and, to the extent permitted by Applicable Law, overdue interest and other amounts due in respect of the Loan, shall accrue at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein and (b) Lender shall be entitled to receive and Borrower shall pay to Lender on each Payment Date an amount equal to the Net Cash Flow After Debt Service for the prior month, such amount to be applied by Lender to the payment of the Debt in such order as Lender shall determine in its sole discretion, including, without limitation, alternating applications thereof between interest and principal. Interest at the Default Rate and Net Cash Flow After Debt Service shall both be computed from the occurrence of the Default which gave rise to the Event of Default until the actual receipt and collection of the Debt (or that portion thereof that is then due). To the extent permitted by Applicable Law, interest at the Default Rate shall be added to the Debt, shall itself accrue interest at the same rate as the Loan and shall be secured by the Pledge Agreement. This paragraph shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default; the acceptance of any payment of Net Cash Flow After Debt Service shall not be deemed to cure or constitute a waiver of any Event of Default; and Lender retains its rights under the Note to accelerate and to continue to demand payment of the Debt upon the happening of any Event of Default, despite any payment of Net Cash Flow After Debt Service.

2.2.6 Late Payment Charge.

If any principal, interest or any other sums due under the Loan Documents is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender within three (3) Business

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Days after demand an amount equal to the lesser of four percent (4%) of such unpaid sum or the maximum amount permitted by Applicable Law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by Applicable Law.

2.2.7 Usury Savings.

This Agreement and the Note are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.8 Indemnified Taxes.

(a) All payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, Indemnified Taxes, excluding (i) Indemnified Taxes measured by Lender’s or any Co-Lender’s net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Lender or any Co-Lender is resident or organized, or any political subdivision thereof, (ii) taxes measured by Lender’s or any Co-Lender’s overall net income, and franchise taxes imposed on it, by the jurisdiction of Lender’s or such Co-Lender’s applicable lending office or any political subdivision thereof or in which Lender or such Co-Lender is resident or engaged in business, and (iii) withholding taxes imposed by the United States of America, any state, commonwealth, protectorate territory or any political subdivision or taxing authority thereof or therein as a result of the failure of Lender or any Co-Lender which is a Non-U.S. Entity to comply with the terms of paragraph (b) below. If any non excluded Indemnified Taxes are required to be withheld from any amounts payable to Lender or any Co-Lender hereunder, the amounts so payable to Lender or such Co-Lender shall be increased to the extent necessary to yield to Lender or such Co-Lender (after payment of all non excluded Indemnified Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any non excluded Indemnified Tax is payable pursuant to Applicable Law by Borrower, Borrower shall send to Lender or the applicable Co-Lender an original official receipt showing payment of such non excluded Indemnified Tax or other evidence of payment reasonably satisfactory to Lender or the applicable Co-Lender. Borrower hereby indemnifies Lender

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and each Co-Lender for any incremental taxes, interest or penalties that may become payable by Lender or any Co-Lender which may result from any failure by Borrower to pay any such non excluded Indemnified Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender or any Co-Lender the required receipts or other required documentary evidence.

(b) In the event that Lender or any Co-Lender or any successor and/or assign of Lender or any Co-Lender is not incorporated under the laws of the United States of America or a state thereof (a “Non-U.S. Entity”) Lender and such Co-Lender agrees that, prior to the first date on which any payment is due from such entity hereunder, it will deliver to Borrower two duly completed copies of United States Internal Revenue Service Form W 8BEN or W 8ECI or successor applicable form, as the case may be, certifying in each case that such entity is entitled to receive payments under the Note, without deduction or withholding of any United States federal income taxes. Each entity required to deliver to Borrower a Form W 8BEN or W 8ECI pursuant to the preceding sentence further undertakes to deliver to Borrower two further copies of such forms, or successor applicable forms, or other manner of certification, as the case may be, on or before the date that any such form expires (which, in the case of the Form W 8ECI, is the last day of each U.S. taxable year of the Non-U.S. Entity) or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to Borrower, and such other extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W 8BEN or W 8ECI that such entity is entitled to receive payments under the Note without deduction or withholding of any United States federal income taxes, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such entity from duly completing and delivering any such form with respect to it and such entity advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

2.2.9 Replacement of Lenders.

Borrower shall be permitted to replace any Co-Lender that (i) requests reimbursement for amounts owing pursuant to Section 2.2.3 or 2.2.8 or (ii) defaults in its obligation to make Loans hereunder, with a replacement financial institution, provided that (A) such replacement does not conflict with any Applicable Law, (B) no Event of Default shall have occurred and be continuing at the time of such replacement, (C) the replacement financial institution shall purchase, at par, such Co-Lender’s Pro Rate Share of the Loan and pay all other amounts owing to such replaced Co-Lender under this Agreement and the other Loan Documents on or prior to the date of replacement, (E) the Borrower shall be liable to such replaced Co-Lender under Section 2.2.3(d) if the Loan owing to such replaced Co-Lender shall be purchased other than on the last day of the Interest Period relating thereto, (F) the replacement financial institution, if not already a Co-Lender, shall be reasonably satisfactory to Lender and shall comply with the requirements of the Intercreditor Agreement with respect to transfers of the Loan, (G) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.2.3 or 2.2.8, as the case may be, and (I) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Lender or any Co-Lender shall have against the replaced Co-Lender.

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Section 2.3 Prepayments.

2.3.1 Voluntary Prepayments.

On any Payment Date, Borrower may, at its option, prepay the Loan in whole or in part, upon satisfaction of the following conditions:

(a) Borrower shall provide prior written notice to Lender (which notice shall be irrevocable) specifying the date (the “Prepayment Date”) upon which the prepayment is to be made, which notice shall be delivered to Lender not less than twenty (20) Business Days prior to such payment;

(b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (ii) if such prepayment is not made on a Payment Date, all accrued and unpaid interest on the amount of principal being prepaid through and including the Prepayment Date, together with all interest on the principal amount being prepaid which would have accrued from the Prepayment Date through and including the immediately succeeding Payment Date, in each case calculated at the Applicable Interest Rate for the Interest Period in which the prepayment occurs (the “Interest Shortfall”), (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), (iv) if such prepayment occurs prior to the expiration of the Lockout Period, an amount equal to the Spread Maintenance Premium, and (v) all other sums then due under this Agreement, the Note or the other Loan Documents;

(c) each prepayment shall be in an aggregate principal amount of $1,000,000.00 or any integral multiple of $100,000.00 in excess thereof;

(d) Mortgage Borrower shall have simultaneously with such prepayment made a pro rata prepayment of the Mortgage Loan pursuant to the Mortgage Loan Agreement; and

(e) Such prepayment shall not be prohibited pursuant to the Mortgage Loan Documents.

If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date. Notwithstanding the foregoing, Borrower shall be permitted the right to rescind and revoke or postpone its notice of prepayment given in accordance with this Section 2.3.1, provided that (i) a written notice of such rescission and revocation or postponement is received by Lender no later than three (3) Business Days prior to the date of prepayment indicated by Borrower and (ii) Borrower pays Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of such notice of prepayment and its rescission, revocation or postponement.

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2.3.2 Liquidation Events.

(a) In the event of (i) any Casualty to all or any portion of any Individual Property, (ii) any Condemnation of all or any portion of any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Mortgage Lender following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, or (iv) any refinancing of any Individual Property or the Mortgage Loan (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service on a date other than a Payment Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date.

(b) Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any Individual Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of any Individual Property, on the date on which a commitment for such refinancing is entered into. The provisions of this Section 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or Transfer of the Property set forth in this Agreement and the other Loan Documents.

2.3.3 Prepayments After Default.

If, following an Event of Default, Borrower tenders payment of all or any part of the Debt, or if all or any portion of the Debt is recovered by Lender after such Event of Default (including, without limitation, through application of any Net Liquidation Proceeds After Debt Service), such tender or recovery shall be deemed a voluntary prepayment hereunder and Borrower shall pay, in addition to the Debt, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid, (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (ii), (iv) if such payment occurs prior to the expiration of the Lockout Period, an amount equal to the Spread Maintenance Premium, and (v) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial or total prepayment.

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2.3.4 Making of Payments.

Each payment by Borrower hereunder or under the Note shall be made in funds settled through the New York Clearing House Interbank Payments System or other funds immediately available to Lender by 12:00 p.m., New York City time, on or prior to the date such payment is due, to Lender by deposit to such account as Lender may designate by written notice to Borrower. Whenever any payment hereunder or under the Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the first Business Day succeeding such scheduled due date.

2.3.5 Application of Prepayments.

All prepayments received pursuant to this Section 2.3 and Section 2.5 shall be applied first, to interest on the outstanding principal balance being prepaid that accrued through and including the Prepayment Date, second, to interest on the outstanding principal balance being prepaid that would have accrued through the end of the Interest Period in which the prepayment occurred, and if applicable, through the end of the Succeeding Interest Period, notwithstanding that such Interest Period or Succeeding Interest Period extends beyond the date of prepayment, and third, to the payments of principal due under the Loan in the inverse order of maturity.

Section 2.4 Interest Rate Cap Agreement.

(a) In the event that Mortgage Lender waives the requirement for Mortgage Borrower to obtain and maintain the Mortgage Interest Rate Cap Agreement in accordance with the terms of Section 2.4 of the Mortgage Loan Agreement, the Mortgage Loan has been paid in full, or Mortgage Borrower is in violation of its obligations of Section 2.4 of the Mortgage Loan Agreement, Borrower shall, simultaneously with the occurrence of any such event, obtain, or cause to be obtained, and shall thereafter maintain in effect, an Interest Rate Cap Agreement with an Acceptable Counterparty, which shall be coterminous with the Loan and the Mortgage Loan, if applicable, and have a notional amount which shall not at any time be less than the outstanding principal balance of the Loan and the Mortgage Loan, if applicable, and which shall at all times have a strike rate equal to the Strike Rate. The Interest Rate Cap Agreement shall be written on the then current standard ISDA documentation, and shall provide for interest periods and calculations consistent with the payment terms of this Agreement. The Counterparty shall be obligated under the Interest Rate Cap Agreement to make monthly payments equal to the excess of one (1) month LIBOR over the Strike Rate, calculated on the notional amount. The notional amount of the Interest Rate Cap Agreement may be reduced from time to time in amounts equal to any prepayment of the principal of the Loan in accordance with Sections 2.3 and 2.5 hereof.

(b) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement substantially in the form annexed hereto as Exhibit C, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement (and any related guarantee, if any) and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and notify the Counterparty of such collateral assignment (either in such Interest Rate Cap Agreement or by separate instrument). Borrower shall cause the Counterparty to agree in writing to make all payments it is required to make under the Interest Rate Cap Agreement directly to the

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Lockbox Account or if the Lockbox Account is not then required to be in effect, into such account as specified by Lender. At such time as the Loan is repaid in full, all of Lender’s right, title and interest in the Interest Rate Cap Agreement shall terminate and Lender shall promptly execute and deliver at Borrower’s sole cost and expense, such documents as may be required to evidence Lender’s release of the Interest Rate Cap Agreement and to notify the Counterparty of such release.

(c) Borrower shall comply with all of its material obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement shall be deposited immediately into the Lockbox Account or if the Lockbox Account is not then required to be in effect, into such account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder.

(d) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty below “AA-” (or the equivalent) by the Rating Agencies, Borrower shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement with an Acceptable Counterparty not later than thirty (30) Business Days following receipt of notice from Lender or Servicer of such downgrade, withdrawal or qualification.

(e) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or any Replacement Interest Cap Agreement as and when required hereunder, Lender may purchase such Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was paid by Lender until such cost is paid by Borrower to Lender.

(f) Each Interest Rate Cap Agreement shall contain the following language or its equivalent: “In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty below “AA-” (or the equivalent) by the Rating Agencies, the Counterparty must, within 30 Business Days, either (x) post collateral on terms acceptable to each Rating Agency or (y) find a replacement Acceptable Counterparty, at the Counterparty’s sole cost and expense, acceptable to each Rating Agency (notwithstanding the foregoing, if the Counterparty’s rating is downgraded to “A” or lower, only the option described in clause (y) will be acceptable); provided that, notwithstanding such a downgrade, withdrawal or qualification, unless and until the Counterparty transfers the Interest Rate Cap Agreement to a replacement Acceptable Counterparty pursuant to the foregoing clause (y), the Counterparty will continue to perform its obligations under the Interest Rate Cap Agreement. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Master Agreement, with the Counterparty as the Affected Party.”

(g) In connection with an Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion of counsel from counsel for the Counterparty (upon

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which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:

(1) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap Agreement;

(2) the execution and delivery of the Interest Rate Cap Agreement by the Counterparty, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent Organizational Documents) or any law, regulation or contractual restriction binding on or affecting it or its property;

(3) all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Interest Rate Cap Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance;

Section 2.5 Release of Property.

2.5.1 Release of Individual Property.

Provided no Event of Default has occurred and is continuing, unless such Event of Default relates solely to an Individual Property and such Event of Default would be cured by the release of such Individual Property, Borrower may (A) obtain the release of (i) the security interest held by Lender in the Pledged Interests in the applicable Mortgage Borrower owning the Individual Property being simultaneously released from the Lien of the Security Instrument thereon pursuant to Section 2.5.1 of the Mortgage Loan Agreement, provided that such Mortgage Borrower shall not continue to own any other Individual Property after giving effect to the release and Borrower shall not continue to own any direct or indirect ownership interest in such Mortgage Borrower, and (ii) Borrower’s obligations under the Loan Documents with respect to such Pledged Interests (other than those expressly stated to survive), or (B) cause Mortgage Borrower to obtain a release of an Individual Property from the Lien of the related Security Instrument pursuant to the terms of Section 2.5.1 of the Mortgage Loan Agreement in the event that such Mortgage Borrower shall continue after such release to own any other Individual Property, but only upon the satisfaction of each of the following conditions:

(a) Borrower shall provide Lender with at least twenty (20) days but no more than ninety (90) days prior written notice of its request to obtain a release of such security interest;

(b) Borrower shall have delivered to Lender evidence that would be satisfactory to a prudent institutional mezzanine loan lender that (i) Mortgage Borrower

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has simultaneously complied with all of the terms and conditions set forth in Section 2.5.1 of the Mortgage Loan Agreement in all material respects, with respect to a release of the Security instrument corresponding to the release requested pursuant to this Section 2.5.1 and (ii) Mortgage Lender has delivered (or is simultaneously delivering) such release to Mortgage Borrower;

(c) Lender shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid, (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), (iv) if such release occurs prior to the expiration of the Lockout Period, an amount equal to the Spread Maintenance Premium; notwithstanding the foregoing, no Spread Maintenance Premium shall be due in connection with such release if such release occurs prior to the Payment Date occurring in [October], 2006 and the aggregate Allocated Loan Amounts of all Individual Properties released pursuant to this Section 2.5 (including the Individual Property that is the subject of the release) does not exceed ten percent (10%) of the original principal balance of the Loan, and (v) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial prepayment;

(d) Borrower shall submit to Lender, not less than twenty (20) days prior to the date of such release, a release of Lien of the Pledge Agreement (and related Loan Documents) for such security interests for execution by Lender. In addition, Borrower shall provide all other documents and affidavits that may be required by Applicable Law in connection with such release, together with an Officer’s Certificate certifying that (i) such documentation is in compliance with all applicable Legal Requirements, and (ii) the release will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Collateral subject to the Loan Documents not being released);

(e) With respect to any partial prepayment of a portion of the outstanding principal balance of the Loan in connection with a release of the applicable Pledged Interests in accordance with all the conditions provided for in this Section 2.5.1, Lender shall release its security interest in the Pledged Interests in the applicable Mortgage Borrower owning the Individual Property being simultaneously released from the Lien of the Security Instrument thereon pursuant to Section 2.5.1 of the Mortgage Loan Agreement (but only in the event that such Mortgage Borrower does not continue to own any other Individual Property after giving effect to the release and Borrower does not continue to own any direct or indirect ownership interest in such Mortgage Borrower) and the other Loan Documents relating to such Pledged Interests and remit to Borrower any remaining Reserve Funds held solely with respect to such Individual Property;

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(f) After giving effect to such release, Lender shall have determined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Liens of the Security Instruments shall be at least equal to the greater of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date, and (ii) the Debt Service Coverage Ratio for all of the then remaining Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property; if the conditions set forth in this clause (e) are not satisfied at the time of the proposed release, Borrower may satisfy such conditions by prepaying, in accordance with the requirements of Section 2.3.1 hereof, an amount of principal sufficient to cause each of the required Debt Service Coverage Ratios set forth in this clause (f) to be satisfied; notwithstanding the foregoing, if the Individual Property proposed to be released is either the Doubletree Albuquerque Property or the Hilton Airport Grand Rapids Property, and such release occurs prior to the Payment Date occurring in [October], 2006, the conditions of this clause (f) do not have to be satisfied as a condition to such release;

(g) After giving effect to such release, Lender shall have determined that the aggregate Operating Lease Rents for the immediately preceding twelve (12) month period for the Properties then remaining subject to the Liens of the Security Instruments shall be sufficient to cover the Adjusted Debt Service, Mortgage Adjusted Debt Service, deposits to the Reserve Funds and all other amounts scheduled to become due and payable hereunder and under the Mortgage Loan Agreement during the next succeeding twelve (12) month period; if the conditions set forth in this clause (g) are not satisfied at the time of the proposed release, Borrower may satisfy such conditions by prepaying, in accordance with the requirements of Section 2.3.1 hereof, an amount of principal sufficient to cause the conditions set forth in this clause (g) to be satisfied;

(h) Lender shall have received evidence that would be satisfactory to a prudent institutional mezzanine loan lender that the Individual Property to be released pursuant to the Mortgage Loan Agreement shall be conveyed to a Person other than Mortgage Borrower, Borrower or Principal and that Borrower does not own any direct or indirect ownership interest in such Person;

(i) If the Operating Tenant with respect to the Operating Lease for the Individual Property to be released is also the Operating Tenant with respect to an Operating Lease for any Individual Property that shall remain subject to the Lien of a Security Instrument, then the Operating Lease for the Property to be released shall have been terminated, and, after giving effect to such release, the Mortgage Borrower that owned such Individual Property prior thereto (the “Release Property Transferor”) is the owner of an Individual Property that remains encumbered by the Lien of the Security Instruments, Borrower shall, or cause Mortgage Borrower to, deliver an estoppel certificate from the Operating Tenant in form that would be satisfactory to a prudent institutional mezzanine loan lender stating that the Operating Lease has been terminated and that the Operating Tenant has released the Release Property Transferor from all liability and obligation to the Operating Tenant in connection with the Operating Lease and that the Release Property Transferor has no liability for the payment of any termination payments or any other payments due to the Operating Tenant and no further liability or obligation in connection with said Operating Lease;

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(j) Lender shall have received payment of all Lender’s costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of such Individual Property from the Lien of the related Security Instrument and, if applicable, of such Pledged Interests from the lien of the related Pledge Agreement, and the review and approval of the documents and information required to be delivered in connection therewith; and

(k) If the Individual Property to be released pursuant to the Mortgage Loan Agreement is the Philadelphia Property, in addition to the above, Lender shall have received evidence that would be satisfactory to a prudent institutional mezzanine loan lender that the Austin Pledged Interests shall be conveyed to a Person other than Mortgage Borrower, Borrower or Principal and that Borrower does not own any direct or indirect ownership interest in such Person.

2.5.2 Release on Payment in Full.

Lender shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Pledge Agreement or the Collateral not theretofore released and remit any remaining Reserve Funds to Borrower if the Loan has been paid in full.

Section 2.6 Substitution of Properties.

Subject to the terms of this Section 2.6, Borrower may cause Mortgage Borrower to obtain from time to time a release of one or more Individual Properties from the Lien of the related Security Instrument (each, a “Release Property”) provided that the aggregate Allocated Loan Amounts of all the security interests released under this Section 2.6 (including the security interest that is the subject of the release), does not exceed 25% of the original principal amount of the Loan, by substituting therefor another hotel property of substantially similar kind and quality acquired by Mortgage Borrower or an Affiliate of Mortgage Borrower (individually, a “Substitute Property” and collectively, the “Substitute Properties”) (provided, however, if the Substitute Property shall be owned by an Affiliate of Mortgage Borrower said Affiliate, (i) shall be wholly owned and controlled directly by the Borrower, and if such Affiliate has a Principal, such Principal shall be wholly owned and controlled directly by Borrower, (ii) shall assume all the obligations of Mortgage Borrower under the Mortgage Loan Documents and (iii) shall become a party to the Mortgage Note and the other Loan Documents and shall be bound by the terms and provisions thereof as if it had executed the Mortgage Note and the Mortgage Loan Documents and shall have the rights and obligations of Mortgage Borrower thereunder), provided that the following conditions precedent are satisfied:

(a) Lender shall have received at least thirty (30) days prior written notice requesting the substitution and identifying the Substitute Property and Release Property.

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(b) Borrower has delivered to Lender evidence satisfactory to a prudent institutional mezzanine loan lender that all of the conditions set forth in the Mortgage Loan Agreement for such release and substitution shall have been satisfied.

(c) If the applicable Mortgage Borrower shall continue to own an Individual Property after giving effect to the release and substitution, Lender shall have received (i) a copy of a deed conveying all of Mortgage Borrower’s right, title and interest in and to the Release Property to a Person other than Borrower, Mortgage Borrower or Principal pursuant to an arms length transaction and evidence that Borrower does not own any direct or indirect ownership interest in such Person and (ii) a letter from Mortgage Borrower countersigned by a title insurance company acknowledging receipt of such deed and agreeing to record such deed in the real estate records for the county in which the Release Property is located.

(d) If the Operating Tenant with respect to the Operating Lease for the Release Property is also the Operating Tenant with respect to an Operating Lease for any Individual Property that shall remain subject to the Lien of a Security Instrument, then the Operating Lease for the Release Property shall have been terminated, and, after giving effect to such Release, the Release Property Transferor is the owner of an Individual Property that remains encumbered by the Lien of the Security Instruments, an estoppel certificate from the Operating Tenant in form that would be satisfactory to a prudent institutional mezzanine loan lender stating that the Operating Lease has been terminated and that the Operating Tenant has released the Release Property Transferor from all liability for the payment of any and all termination payments or any other payments due to the Operating Tenant pursuant to the terms of the Operating Lease and that the Release Property Transferor has no further liability or obligation in connection with said Operating Lease.

(e) Evidence of the qualification and good standing of the related Mortgage Borrower and Operating Tenant (and the related Principals, if necessary) in the state where the Substitute Property is located.

(f) A certified copy of (i) the Operating Lease for the Substitute Property between the related Mortgage Borrower and Operating Tenant or (ii) an amendment to the Operating Lease to include the Substitute Property, in either case in a form and substance which would be satisfactory to a prudent institutional mezzanine loan lender, together with a Subordination Agreement with respect to such Operating Lease.

(g) Lender shall have received a current Appraisal of the Substitute Property prepared within one hundred eighty (180) days prior to the release and substitution showing an appraised value equal to or greater than the appraised value of the Release Property as of the Closing Date.

(h) Lender shall have received a certificate of Borrower certifying, together with other evidence that would be satisfactory to a prudent institutional mezzanine loan lender that, after the substitution of a Substitute Property and the release of the Release Property, (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months

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immediately preceding the date of the substitution with respect to all Properties remaining subject to the lien of the Security Instruments after the substitution shall be equal to or greater than (A) Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date and (B) Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the substitution (including the Release Property and excluding the Substitute Property) and (ii) the Debt Service Coverage Ratio for the twelve (12) months immediately preceding the substitution with respect to the Substitute Property is equal or greater than the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date with respect to the Release Property. If the conditions set forth in this clause (h) are not satisfied at the time of the proposed release and substitution, Borrower may satisfy such conditions by prepaying, in accordance with the requirements of Section 2.3.1 hereof, an amount of principal sufficient to cause each of the required Debt Service Coverage Ratios set forth in this clause (h) to be satisfied.

(i) If the Loan is part of a Securitization, Lender shall have received a Rating Confirmation with respect to such release and substitution. If the Loan is not part of a Securitization, Lender shall have consented in writing to such release and substitution, which consent shall be given in Lender’s reasonable discretion applying the requirements of a prudent institutional mezzanine loan lender with respect to real estate collateral of similar size, scope and value of the Substitute Property.

(j) No Event of Default shall have occurred and be continuing and Borrower shall be in compliance in all material respects with all terms and conditions set forth in this Agreement and in each other Loan Document on Borrower’s part to be observed or performed. Lender shall have received a certificate from Borrower confirming the foregoing, stating that the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of the release and substitution with respect to Borrower, the Properties and the Substitute Property and containing any other representations and warranties with respect to Borrower, the Properties, the Substitute Property or the Loan as (i) Lender, if a Securitization has not occurred, or (ii) the Rating Agencies, if a Securitization has occurred, may require, unless such certificate would be inaccurate, such certificate to be in form and substance satisfactory to Lender or the Rating Agencies, as applicable.

(k) Borrower shall (A) have executed, acknowledged and delivered to Lender an Environmental Indemnity with respect to the Substitute Property from Borrower and Guarantor and (B) have caused Guarantor to acknowledge and confirm its obligations under the Loan Documents. The Environmental Indemnity shall be the same in form and substance as the Environmental Indemnity executed and delivered with respect to the related Release Property subject to modifications reflecting only the Substitute Property as the Individual Property and such modifications reflecting the laws of the State in which the Substitute Property is located.

(l) Mortgage Borrower shall have received an Owner’s Title Policy (or a marked, signed and redated commitment to issue such Owner’s Title Policy) insuring the Substitute Property, issued by the title company that issued the Owner’s Title Policy

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insuring the existing Individual Properties and dated as of the date of the substitution, with reinsurance and direct access agreements that replace such agreements issued in connection with the Owner’s Title Policy insuring the Release Property. The Owner’s Title Policy issued with respect to the Substitute Property shall (1) provide coverage in the amount of the fair market value of the Substitute Property, (2) insure the title on the Substitute Property, free and clear of all exceptions from coverage other than Permitted Encumbrances and standard exceptions and exclusions from coverage (as modified by the terms of any endorsements), (3) contain such endorsements and affirmative coverages as are then available and are contained in the Owner’s Policies insuring the existing Individual Properties, and such other endorsements or affirmative coverage that a prudent institutional property owner would require and (4) contain an endorsement to the Owner’s Title Policy insuring that the Substitute Property constitutes a separate tax lot or, if such an endorsement is not available in the State in which the Substitute Property is located, a letter from the title insurance company issuing such Title Insurance Policy stating that the Substitute Property constitutes a separate tax lot; if such endorsement or letter is not available, Borrower shall deliver a letter from the appropriate taxing authority stating that the Substitute Property constitutes a separate tax lot. Lender also shall have received copies of paid receipts or other evidence showing that all premiums in respect of such endorsements and Title Insurance Policies have been paid.

(m) Lender shall have received a current or updated Survey for each Substitute Property, certified to the title company and Lender and its successors and assigns, in the same form and having the same content as the certification of the Survey of the Release Property prepared by a professional land surveyor licensed in the State in which the Substitute Property is located and acceptable to the Rating Agencies in accordance with the 1999 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. Such Survey shall reflect the same legal description contained in the Owner’s Title Policy relating to such Substitute Property and shall include, among other things, a metes and bounds description of the real property comprising part of such Substitute Property (unless such real property has been satisfactorily designated by lot number on a recorded plat). The surveyor’s seal shall be affixed to each Survey and each Survey shall certify whether or not the surveyed property is located in a “one-hundred-year flood hazard area.”

(n) Lender shall have received valid certificates of insurance indicating that the requirements for the policies of insurance required for an Individual Property hereunder have been satisfied with respect to the Substitute Property and evidence of the payment of all Insurance Premiums payable for the existing policy period.

(o) Lender shall have received a Phase I environmental report dated not more than one hundred eighty (180) days prior to the proposed date of substitution and otherwise acceptable to a prudent institutional mezzanine loan lender and, if warranted by the findings of the Phase I environmental report, a Phase II environmental report that would be acceptable to a prudent institutional mezzanine loan lender, which concludes that the Substitute Property (i) does not contain any Hazardous Materials in contravention of Environmental Law in any material respect and (ii) is not subject to any significant risk of contamination from any off site Hazardous Materials in contravention of Environmental Law in any material respect.

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(p) Borrower shall deliver or cause to be delivered to Lender (A) updates or, if the Substitute Property is to be owned by an Affiliate of Borrower, originals, in either case certified by Mortgage Borrower or such Affiliate, as applicable, of all organizational documentation related to Mortgage Borrower or such Affiliate, as applicable, and/or the formation, structure, existence, good standing and/or qualification to do business delivered to Lender on the Closing Date; (B) good standing certificates, certificates of qualification to do business in the jurisdiction in which the Substitute Property is located (if required in such jurisdiction); and (C) resolutions of Mortgage Borrower or such Affiliate, as applicable, authorizing the substitution and any actions taken in connection with such substitution.

(q) Lender shall have received the following opinions of Borrower’s counsel: (A) an enforceability, due-execution, delivery and authority opinion or opinions of counsel acceptable to the Rating Agencies if the Loan is part of a Securitization, or Lender if the Loan is not part of a Securitization, in form and substance substantially similar to the enforceability, due-execution, delivery and authority opinions delivered to Lender on the Closing Date; and (B) an update of the Insolvency Opinion indicating that the substitution does not affect the opinions set forth therein.

(r) Borrower shall have paid or reimbursed Lender for all costs and expenses incurred by Lender (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the release and substitution and Borrower shall have paid all recording charges, filing fees, taxes or other expenses (including, without limitation, title insurance premiums, UCC insurance policy premiums, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the substitution. Borrower shall have paid all costs and expenses of the Rating Agencies incurred in connection with the substitution.

(s) Lender shall have received annual operating statements and occupancy statements for the Substitute Property for the most current completed fiscal year and a current operating statement for the Release Property, each certified by Borrower to Lender as being true and correct in all material respects and a certificate from Borrower certifying that there has been no material adverse change in the financial condition of the Substitute Property since the date of such operating statements.

(t) Borrower shall have delivered to Lender estoppel certificates from all tenants under Major Leases at the Substitute Property. All such estoppel certificates shall be substantially in the form approved by Lender in connection with the origination of the Loan or such other form approved by Lender, such approval not to be unreasonably withheld, and shall indicate that (1) the subject Lease is a valid and binding obligation of the tenant thereunder, (2) to tenant’s knowledge, there are no defaults under such Lease on the part of the landlord or tenant thereunder, (3) the tenant thereunder has no knowledge of any defense or offset to the payment of rent under such Lease, (4) no rent under such Lease has been paid more than one (1) month in advance, (5) the tenant

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thereunder has no option under such Lease to purchase all or any portion of the Substitute Property, and (6) all tenant improvement work required under such Lease has been substantially completed and the tenant under such Lease is in actual occupancy of its leased premises. If an estoppel certificate indicates that all tenant improvement work required under the subject Lease has not yet been completed, Borrower shall deliver to Lender financial statements indicating that Borrower has adequate funds to pay all costs related to such tenant improvement work as required under such Lease.

(u) Lender shall have received copies of all Major Leases affecting the Substitute Property certified by Borrower as being true and correct.

(v) Lender shall have received a Physical Conditions Report with respect to the Substitute Property stating that the Substitute Property and its use comply in all material respects with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and that the Substitute Property is in good condition and repair and free of material damage or waste.

(w) If the Substitute Property is located in a seismic area designated as Zone 3 or 4 by S&P or Moody’s (Source: ICBC, 1994 Uniform Building Code), Lender shall have received a seismic report indicating the seismic zone in which the Substitute Property is located and otherwise acceptable to a prudent institutional mezzanine loan lender.

(x) Lender shall have received evidence that would be satisfactory to a prudent institutional mezzanine loan lender to the effect that all material building and operating licenses and permits necessary for the use and occupancy of the Substitute Property as a hotel including, but not limited to, current certificates of occupancy, have been obtained and are in full force and effect.

(y) In the event the Release Property is subject to a Management Agreement along with one or more additional Properties, Lender shall have received a certified copy of an amendment to the Management Agreement reflecting the deletion of the Release Property and the addition of the Substitute Property as a property managed pursuant thereto and Manager shall have executed and delivered to Lender an amendment to the Subordination of Management Agreement reflecting such amendment to the Management Agreement. In the event that the Release Property is subject to a Management Agreement relating only to such Release Property, Lender shall have received a certified copy of a new Management Agreement for the Substitute Property on substantially the same terms as the Management Agreement for the Release Property and the Manager thereunder shall have executed and delivered to Lender a Subordination of Management Agreement with respect to such new Management Agreement on substantially the same terms as used in connection with the Release Property or such other terms as would be acceptable to a prudent institutional mezzanine loan lender.

(z) Lender shall have received such other approvals, opinions, documents and information in connection with the substitution as requested by the Rating Agencies if the Loan is part of a Securitization, or Lender if the Loan is not part of a Securitization.

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(aa) Lender shall have received copies of all contracts and agreements relating to the leasing and operation of the Substitute Property (other than the Management Agreement), each of which shall be in a form and substance which would be satisfactory to a prudent institutional mezzanine loan lender together with a certification of Borrower attached to each such contract or agreement certifying that the attached copy is a true and correct copy of such contract or agreement and all amendments thereto.

(bb) Lender shall have received copies of all material consents, licenses and approvals, if any, required in connection with the substitution of a Substitute Property, including, without limitation, liquor licenses and evidence that such consents, licenses and approvals are in full force and effect.

(cc) Lender shall have received satisfactory (i.e., showing no Liens other than Permitted Encumbrances) UCC searches, together with tax lien, judgment and litigation searches with respect to the Substitute Property, and Mortgage Borrower (or the Affiliate of Mortgage Borrower taking title to the Substitute Property, and the Guarantor, if applicable, in the State where the Substitute Property is located and the jurisdictions where each such Person has its principal place of business.

(dd) Lender shall have received copies of the Franchise Agreement for the Substitute Property and a “comfort letter” from the Qualified Franchisor under the Franchise Agreement, each in form and substance reasonably satisfactory to a prudent institutional mezzanine loan lender.

(ee) Lender shall have received copies of the most recent Quality Assurance Reports, if any which shall be reasonably satisfactory to a prudent institutional mezzanine loan lender.

(ff) If the Substitute Property or any portion thereof is a leasehold estate, Lender shall have received, (i) a certified copy of the Ground Lease for the Substitute Property, together with all amendments and modifications thereto and a recorded memorandum thereof, which Ground Lease would be reasonably satisfactory in all respects to a prudent institutional mezzanine loan lender and which contains mezzanine lender provisions and protections which are comparable to customary leasehold mortgagee provisions and protections, and which shall provide, among other things, (A) for a remaining term of no less than the greater of (1) 20 years from the Maturity Date or (2) 10 years from the end of the scheduled amortization term of the Loan, (B) that the Ground Lease shall not be terminated until Lender has received notice of a default thereunder and has had a reasonable opportunity to cure or complete foreclosure, and fails to do so in a diligent manner, (C) for a new lease on the same terms to Lender as tenant if the Ground Lease is terminated for any reason, (D) the non-merger of fee and leasehold interests, and (E) that insurance proceeds and condemnation awards (from the fee interest as well as the leasehold interest) will be applied pursuant to the terms of this Agreement, and (ii) a ground lease estoppel executed by the fee owner and ground lessor of the Substitute Property, reasonably acceptable to a prudent institutional mezzanine loan lender.

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(gg) Borrower shall deliver an Officers Certificate certifying that (i) the requirements set forth in this Section 2.6 have been satisfied, (ii) all of the conditions set forth in the Mortgage Loan Agreement for such release and substitution have been satisfied, and (iii) the aggregate Allocated Loan Amounts applicable to the total number of Release Properties which have been or currently are the subject of any Substitution pursuant to this Section shall not exceed 25% of the original principal balance of the Note.

(hh) If the Substitute Property shall be owned by an Affiliate of a Mortgage Borrower, (i) Borrower shall execute and deliver an amendment to the Pledge Agreement which shall grant Lender a first priority perfected security interest in Borrower’s 100% direct ownership interests in such Affiliate and, if applicable, 100% of Borrower’s direct ownership interests in the Principal of such Affiliate (such interests shall otherwise comply with the requirements of the Loan Documents and be substantially identical in structure, form and substance as the Collateral delivered at closing of the Loan (the “Substitute Collateral”); (ii) Borrower shall authorize Lender to file such UCC Financing Statements required by Lender with respect to the substitute Collateral; (iii) Borrower shall deliver, at its sole cost and expense, an endorsement to UCC Insurance Policy insuring the amended Pledge Agreement as a valid first lien on the ownership interest pledged thereunder subject to no exceptions other than those contained in the UCC Insurance Policy at the closing of the Loan; (iv) Guarantor shall reaffirm in writing its obligations under the Environmental Indemnity and Guaranty and confirm that the obligations thereunder shall also relate to Substitute Collateral; and (v) Borrower shall provide opinion letters in substantially the same form and substance as such opinion letters delivered at the closing of the Loan (including enforcement and perfection opinions and a substantive con-consolidation opinion of the such Affiliate and its constituent entities, which law firms and opinions shall be reasonably satisfactory to Lender.

(ii) Lender shall have received evidence that would be satisfactory to a prudent institutional mezzanine loan lender that the Release Property to be released pursuant to the Mortgage Loan Agreement shall be conveyed to a Person other than Mortgage Borrower, Borrower or Principal and that Borrower does not own any direct or indirect ownership interest in such Person.

(jj) Upon the satisfaction of the foregoing conditions precedent, Lender will release its security interest held by Lender in the Pledged Interests in the applicable Mortgage Borrower owning the Release Property (but only in the event that such Mortgage Borrower does not continue to own any other Individual Property after giving effect to the release and substitution and Borrower shall not continue to own any direct or indirect ownership interest in such Mortgage Borrower) and the Substitute Property shall be deemed to be an Individual Property for purposes of this Agreement and the Substitute Allocated Loan Amount with respect to such Substitute Property shall be deemed to be the Allocated Loan Amount with respect to such Substitute Property for all purposes hereunder. Concurrently with such release of its security interest in the Pledged Interests in the applicable Mortgage Borrower owning the Release Property being released from the Lien of the Security Instrument (but only in the event that such Mortgage Borrower

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does not continue to own any other Individual Property after giving effect to such release and substitution and Borrower shall not continue to own any direct or indirect ownership interest in such Mortgage Borrower), Lender shall release the Lien of the other Loan Documents on such Pledged Interests and remit to Borrower any remaining Reserve Funds held solely with respect to such Individual Property and which are not required to be held with respect to the applicable Substitute Property.

III. CASH MANAGEMENT

Section 3.1 Mortgage Loan Cash Management.

During the term of the Loan, Borrower shall cause Mortgage Borrower to comply with the terms and conditions of Article 3 of the Mortgage Loan Agreement. Subject to the terms of the Mortgage Loan Agreement, Borrower will not cause or permit Mortgage Borrower to in any way alter or modify the Lockbox Account, the Property Account or the Post-Termination Property Accounts without Lender’s prior written consent, which consent shall not be unreasonably withheld, and will notify Lender of the account number thereof. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account which are required to be paid to Lender in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) to be deposited into an account specified by Lender.

Section 3.2 Removal of Mortgage Loan Cash Management.

In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account, the Property Account, Post-Termination Property Account or any other Mortgage Account required to be maintained pursuant to the applicable provisions of the Mortgage Loan Documents (or to make any deposits into such Mortgage Accounts as required pursuant to the applicable provisions of the Mortgage Loan Documents) or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a lockbox account or property accounts, that would operate in the same way as the Lockbox Account, the Property Account, the Post-Termination Property Account and/or such other Mortgage Accounts, as applicable, provided that Lender has obtained written consent from the Mortgage Lender in the event that the Mortgage Loan is still outstanding. Any such Account established hereunder shall be maintained at the applicable Property Bank or Lockbox Bank and the parties agree to enter into an account agreement substantially the same as the Property Account Agreement.

Section 3.3 Rights During Event of Default and Acceleration of the Debt.

Lender shall have all rights and remedies with respect to the Accounts and the amounts on deposit therein and the Account Collateral as described in this Agreement, in addition to all of the rights and remedies available to a secured party under the UCC, and, notwithstanding anything to the contrary contained in this Agreement, following acceleration of the Debt, Lender may apply the amounts of such Accounts as Lender determines in its sole discretion including, but not limited to, payment of the Debt.

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Section 3.4 Application of Mezzanine Loan Account Funds.

Provided no Event of Default exists, any funds in the Mezzanine Loan Account (as defined in the Mortgage Loan Agreement), to the extent made available to Lender, shall be applied by Lender in accordance with the terms of this Agreement.

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1 Borrower Representations.

Each Borrower on its own behalf represents and warrants as of the Closing Date that:

4.1.1 Organization.

(a) Borrower is duly organized and is validly existing and in good standing in the jurisdiction in which it is organized, with requisite power and authority to own its assets and to transact the businesses in which it is now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its assets, its businesses and operations. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its assets and to transact the businesses in which it is now engaged. Attached hereto as Schedule IV is an organizational chart of Borrower. Borrower has delivered to Lender true and correct copies of the Mortgage Borrower Organizational Documents for the Mortgage Borrower, Borrower and Principal, all of which are in full force and effect.

(b) The organizational chart attached hereto as Schedule IV (the “Ownership Chart”) is true, correct and complete as of the Closing Date.

(c) Borrower has the power and authority and the requisite Ownership Interests to control the actions of Mortgage Borrower, and upon the realization of the Collateral under the Pledge Agreement, Lender or any other party succeeding to the Borrower’s interest in the Collateral described in the Pledge Agreement would have such control. Without limiting the foregoing, Borrower has sufficient control over Mortgage Borrower to cause Mortgage Borrower to (i) take any action on Mortgage Borrower’s part required by the Loan Documents and (ii) refrain from taking any action prohibited by the Loan Documents.

4.1.2 Proceedings.

Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and the other Loan Documents have been duly executed and delivered by or on behalf of Borrower and constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

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4.1.3 No Conflicts.

The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other material agreement or instrument to which Borrower is a party or by which any of Borrower’s property or assets is subject, nor to Borrower’s knowledge, will such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Borrower or any of Borrower’s property or other assets, or any license or other approval required to own and manage its properties, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Borrower of this Agreement or any other Loan Documents have been obtained and is in full force and effect.

4.1.4 Litigation.

There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or to Borrower’s knowledge, threatened against or affecting Borrower, Mortgage Borrower, the Collateral or any Individual Property, which actions, suits or proceedings, if determined against Borrower, Mortgage Borrower, the Collateral or any Individual Property, might materially adversely affect the condition (financial or otherwise) or business of Borrower, Mortgage Borrower, the Collateral or the condition or ownership of any Individual Property.

4.1.5 Agreements.

Borrower is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Borrower, Mortgage Borrower, the Collateral or any Individual Property, or Borrower’s or Mortgage Borrower’s business, properties or assets, operations or condition, financial or otherwise. Neither Borrower nor Mortgage Borrower is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower, Mortgage Borrower, the Collateral or any of the Properties are bound. Neither Borrower nor Mortgage Borrower has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower or Mortgage Borrower is a party or by which Borrower, Mortgage Borrower, the Collateral or any Property is otherwise bound, other than (a) obligations incurred in the ordinary course of the business relating to Borrower’s ownership and operation of the Collateral, (b) obligations incurred in the ordinary course of the business relating to Mortgage Borrower’s ownership and operation of the Property and (c) obligations under the Loan Documents and the Mortgage Loan Documents, as applicable.

4.1.6 Title.

(a) Each Loan Party purporting to grant a Lien on any Collateral is the record and beneficial owner of, and has good title to, the Collateral, free and clear of all Liens

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whatsoever. The Pledge Agreement, together with the UCC Financing Statements relating to the Collateral when properly filed in the appropriate records, will create a valid, perfected first priority security interests in and to the Collateral, all in accordance with the terms thereof for which a Lien can be perfected by filing a UCC Financing Statement. For so long as the Lien of the Pledge Agreement is outstanding, Borrower shall forever warrant, defend and preserve such title and the validity and priority of the Lien of the Pledge Agreement and shall forever warrant and defend such title, validity and priority to Lender against the claims of all persons whomsoever.

(b) Mortgage Borrower has good title to the Properties and that Mortgage Borrower possesses a fee simple absolute estate or a leasehold interest Property pursuant to the Ground Lease, in each Individual Property and that it owns the Properties free and clear of all liens, encumbrances and charges whatsoever except for the Permitted Encumbrances. The Permitted Encumbrances do not and will not materially adversely affect or interfere with the value, or materially adversely affect or interfere with the current use or operation, of the Property or the ability of Borrower to repay the Note or any other amount owing under the Note, the Pledge Agreement, the Loan Agreement, or the other Loan Documents or to perform its obligations thereunder in accordance with the terms of the Loan Agreement, the Note, the Pledge Agreement or the other Loan Documents. Other than Mortgage Lender, no Person other than Mortgage Borrower owns any interest in any payments due under such Leases. Borrower shall cause Mortgage Borrower to forever warrant, defend and preserve the title to the Property and to forever warrant and defend the same to Lender against the claims of all persons whomsoever.

4.1.7 Solvency.

Borrower (a) has not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrowers’ assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition under the Bankruptcy Code or similar state bankruptcy or insolvency law has been filed against Borrower, Mortgage Borrower or any constituent Person in the last seven (7) years, and neither Borrower nor any constituent Person in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor any of its constituent Persons are contemplating either the filing of a petition by it under the Bankruptcy Code or similar state bankruptcy or insolvency law or the liquidation of all or a major portion of Borrower’s assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.

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4.1.8 Full and Accurate Disclosure.

No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no fact presently known to Borrower which has not been disclosed to Lender which materially and adversely affects, or might materially and adversely affect, the Collateral, any Individual Property or the business, operations or condition (financial or otherwise) of Borrower or Mortgage Borrower.

4.1.9 No Plan Assets.

Borrower is not, a Plan and none of the assets of Borrower constitute or will constitute “Plan Assets” of one or more Plans. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to State statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

4.1.10 Compliance.

Borrower, Mortgage Borrower and the Properties and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes. Mortgage Borrower and Borrower are in compliance with all notices of violation of any order, writ, injunction, decree or demand of any Governmental Authority in all material respects. There has not been committed by Borrower, Mortgage Borrower or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. The representations made in this Section 4.1.9 shall not apply to matters arising under or pertaining to compliance with Environmental Laws (which are addressed exclusively under Section 4.1.39 of this Agreement).

4.1.11 Financial Information.

All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in respect of Borrower, Mortgage Borrower, the Collateral, Operating Tenant and the Properties (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of Borrower, Mortgage Borrower, the Collateral, Operating Tenant and the Properties, as applicable, as of the date of such reports, and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, neither Borrower nor Operating Tenant has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses that are known to Borrower and reasonably likely to have a materially adverse effect on the Collateral or any Individual Property or the

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operation of any Individual Property except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower or Mortgage Borrower or Operating Tenant from that set forth in said financial statements.

4.1.12 Condemnation.

No Condemnation or other similar proceeding has been commenced or, to Borrower’s knowledge, is threatened or contemplated with respect to all or any material portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.13 Federal Reserve Regulations.

No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14 Utilities and Public Access.

Each Individual Property has rights of access to public ways and is served by public water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting each Individual Property (which are connected so as to serve each Individual Property without passing over other property) or in recorded easements serving each Individual Property and such easements are set forth in and insured by the Owner’s Title Policy. All roads necessary for the use of each Individual Property for their current respective purposes have been completed, are physically open and are dedicated to public use and have been accepted by all Governmental Authorities.

4.1.15 Not a Foreign Person.

Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the Code.

4.1.16 Separate Lots.

Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17 Assessments.

There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

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4.1.18 Enforceability.

The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, including the defense of usury, and Borrower has not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.19 No Prior Assignment.

Other than under the Mortgage Loan Documents, there are no prior assignments of the Leases or any portion of the Rents due and payable or to become due and payable which are presently outstanding. There are no prior assignments of the Collateral which are presently outstanding except in accordance with the Loan Documents.

4.1.20 Insurance.

Mortgage Borrower has obtained and Borrower has delivered to Lender certified copies of all insurance policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any such policy.

4.1.21 Use of Property.

Each Individual Property is used exclusively for hotel purposes and other appurtenant and related uses including but not limited to restaurants and lounges.

4.1.22 Certificate of Occupancy; Licenses.

All material certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits required for the legal use, occupancy and operation of each Individual Property by Mortgage Borrower as a hotel (collectively, the “Licenses”), have been obtained and are in full force and effect and are not subject to revocation, suspension or forfeiture. Borrower shall cause Mortgage Borrower to keep and maintain all Licenses necessary for the operation of each Individual Property as a hotel. The use being made of each Individual Property conforms in all material respects with the certificate of occupancy issued for such Individual Property.

4.1.23 Flood Zone.

None of the Improvements on any Individual Property are located in an area as identified by the Federal Emergency Management Agency as an area having special flood hazards and, if so located, the flood insurance required pursuant to Section 6.1(a)(vii) of the Mortgage Loan Agreement is in full force and effect with respect to each such Individual Property.

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4.1.24 Physical Condition.

Except as disclosed to Lender in the Physical Conditions Report, each Individual Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in any Individual Property, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in any Individual Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond. Except as disclosed to Lender in the Physical Conditions Report, each Individual Property is free from damage covered by fire or other casualty. Except as disclosed to Lender in the Physical Conditions Report, all liquid and solid waste disposal, septic and sewer systems located on each Individual Property are in a good and safe condition and repair and in compliance with all Legal Requirements.

4.1.25 Boundaries.

Except as disclosed to Lender in the Physical Conditions Report, all of the Improvements which were included in determining the appraised value of each Individual Property lie wholly within the boundaries and building restriction lines of such Individual Property, and no improvements on adjoining properties encroach upon such Individual Property, and no easements or other encumbrances upon the applicable Individual Property encroach upon any of the Improvements.

4.1.26 Leases.

The Properties are not subject to any Leases other than the Leases described in Schedule II attached hereto and made a part hereof. Mortgage Borrower or Operating Tenant, as the case may be, is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases. The current Major Leases are in full force and effect and, there are no material defaults by Mortgage Borrower or Operating Tenant, as the case may be, or any tenant under any Major Lease, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults under any Major Lease. No Rent has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents payable with respect to Major Leases. All work to be performed by Mortgage Borrower or Operating Tenant, as the case may be, under each Major Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower or Operating Tenant, as the case may be, to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Major Lease or of the Rents received therein which is still in effect. No tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. To Borrower’s knowledge, no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor

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does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that are both (i) in material compliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the applicable Individual Property or each tenant’s respective business at such Individual Property as set forth in their respective Leases, (B) held by a tenant for sale to the public in its ordinary course of business, or (C) fully disclosed in the Environmental Reports or otherwise disclosed to and approved by Lender in writing.

4.1.27 [Reserved]

4.1.28 [Reserved]

4.1.29 Filing and Recording Taxes.

All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Collateral to Borrower, the making of the Mortgage Loan, the Loan or the other transactions contemplated by this Agreement have been paid. All recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid.

4.1.30 Franchise Agreement.

The Franchise Agreement is in full force and effect, all franchise fees, reservation fees, royalties and other sums due thereunder have been paid in full to date, and neither Borrower nor Franchisor is in default thereunder in any material respect.

4.1.31 Management Agreement.

The Management Agreement is in full force and effect and there is no material default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.32 Illegal Activity.

No portion of any Individual Property or the Collateral has been or will be purchased with proceeds of any illegal activity and to the best of Borrower’s knowledge, there are no illegal activities or activities relating to any controlled substances at any Individual Property.

4.1.33 No Change in Facts or Circumstances; Disclosure.

All information submitted by Borrower and Operating Tenant to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower

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and Operating Tenant in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects. There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the use, operation or value of the Properties or the business operations or the financial condition of Borrower, Mortgage Borrower and Operating Tenant. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any information described in this Section 4.1.32 or any representation or warranty made herein to be materially misleading.

4.1.34 Investment Company Act.

Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (c) subject to any other federal or State law or regulation which purports to restrict or regulate its ability to borrow money.

4.1.35 Principal Place of Business; State of Organization.

Borrower’s principal place of business as of the date hereof is the address set forth opposite its name on Schedule XIII attached hereto. Borrower is organized under the laws of the State of Delaware and its organizational identification number is set forth opposite its name on Schedule XIII attached hereto.

4.1.36 Single Purpose Entity.

Borrower covenants and agrees that its Organizational Documents shall provide that it has not, and shall not, and that the Organizational Documents of its general partner(s), if Borrower is a partnership, or its managing member(s), if Borrower is a limited liability company with multiple members (in each case, “Principal”) shall provide that it has not and shall not:

(a) with respect to Borrower, engage in any business or activity other than the acquisition, ownership, and managing of the Collateral, and entering into the Loan, and activities incidental thereto and with respect to Principal, engage in any business or activity other than the ownership of its interest in Borrower, and activities incidental thereto;

(b) with respect to Borrower, acquire or own any material assets other than (i) the Collateral, and (ii) such incidental personal property as may be necessary for the ownership of the Collateral and with respect to Principal, acquire or own any material asset other than its interest in Borrower;

(c) merge into or consolidate with any person or entity or dissolve, terminate or liquidate in whole or in part, transfer or, to the fullest extent permitted by law, otherwise dispose of all or substantially all of its assets or change its legal structure;

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(d) (i) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or (ii) without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrower’s Partnership Agreement, Articles of Organization or similar Organizational Documents, as the case may be, or of Principal’s Certificate of Incorporation, Articles of Organization or similar Organizational Documents, as the case may be as they relate to the separateness and special purpose nature of such entities, whichever is applicable;

(e) other than Principal’s ownership interest in Borrower own any subsidiary or make any investment in, any Person without the prior written consent of Lender;

(f) except as permitted under the Loan Documents, commingle its assets with the assets of any of its members, general partners, Affiliates, principals or of any other Person or entity, participate in a cash management system with any other entity or Person or fail to use its own separate stationery, invoices and checks;

(g) with respect to Borrower, incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt, except for (i) liabilities incurred in the ordinary course of business relating to the ownership of the Collateral and the routine administration of Borrower, in amounts not to exceed $100,000 which liabilities are not more than sixty (60) days past due, are due and owing solely to its attorneys, investment advisors, accountants and consultants and are not evidenced by a note, and with respect to Principal, incur any debt secured or unsecured, direct or contingent (including guaranteeing any obligations), except for liabilities incurred in the ordinary course of business relating to the ownership of its interest in Borrower and the routine administration of Principal, in amounts not to exceed $100,000 which liabilities are not more than sixty (60) days past due, are due and owing solely to its attorneys, investment advisors, accountants and consultants and are not evidenced by a note;

(h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due, provided that this shall not require any member or partner of Borrower or Principal, as applicable, to make additional capital contributions to Borrower or Principal, as applicable;

(i) (i) fail to maintain its records (including financial statements), books of account and bank accounts separate and apart from those of the members, general partners, principals and Affiliates of Borrower or of Principal, as the case may be, the Affiliates of a member, general partner or principal of Borrower or of Principal, as the case may be, and any other Person, (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other Person or (iii) include the assets or liabilities of any other Person on its financial statements (except where consolidated financial statements are permitted or required by Applicable Law or GAAP, provided that such consolidated statements shall reflect that such Persons are separate legal entities);

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(j) enter into any contract or agreement with any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor, or any member, general partner, principal or Affiliate thereof (other than a business management services agreement with an Affiliate of Borrower, provided that (i) such agreement is acceptable to Lender, (ii) the manager, or equivalent thereof, under such agreement holds itself out as an agent of Borrower and (iii) the agreement meets the standards set forth in this subsection (j) following this parenthetical), except upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, Guarantor, or any member, general partner, principal or Affiliate thereof;

(k) to the fullest extent permitted by law, seek the dissolution or winding up in whole, or in part, of Borrower or of Principal, as the case may be;

(l) fail to correct any known misunderstandings regarding the separate identity of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof or any other Person;

(m) guarantee or become obligated for the debts of any other Person or hold itself out to be responsible for the debts of another Person;

(n) make any loans or advances to any third party, including any member, general partner, principal or Affiliate of Borrower or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof, and shall not acquire obligations or securities of any member, general partner, principal or Affiliate of Borrower or Principal, as the case may be, or any member, general partner, or Affiliate thereof;

(o) fail to file its own tax returns or be included on the tax returns of any other Person (except where consolidated tax returns are permitted or required by Applicable Law, provided that such consolidated returns shall reflect that such Persons are separate legal entities);

(p) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name or a name franchised or licensed to it by an entity other than an Affiliate of Borrower or of Principal, as the case may be, and not as a division or part of any other entity in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower or Principal, as the case may be, is responsible for the debts of any third party (including any member, general partner, principal or Affiliate of Borrower, or of Principal, as the case may be, or any member, general partner, principal or Affiliate thereof);

(q) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, provided that this shall not require any member or partner of Borrower or Principal, as applicable, to make additional capital contributions to Borrower or Principal, as applicable;

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(r) hold itself out as or be considered as a department or division of (i) any general partner, principal, member or Affiliate of Borrower or of Principal, as the case may be, (ii) any Affiliate of a general partner, principal or member of Borrower or of Principal, as the case may be, or (iii) any other Person;

(s) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate;

(t) pledge its assets for the benefit of any other Person, and with respect to Borrower, other than with respect to the Loan;

(u) fail to maintain a sufficient number of employees in light of its contemplated business operations;

(v) fail to provide in its (i) Articles of Organization, Certificate of Formation and/or Operating Agreement, as applicable, if it is a limited liability company, (ii) Limited Partnership Agreement, if it is a limited partnership or (iii) Certificate of Incorporation, if it is a corporation, that for so long as the Loan is outstanding pursuant to the Note, this Agreement and the other Loan Documents, it shall not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors without the affirmative vote of each Independent Director and of all other general partners/managing members/directors;

(w) fail to hold its assets in its own name;

(x) if Borrower or Principal is a corporation, fail to consider the interests of its creditors in connection with all corporate actions to the extent permitted by Applicable Law;

(y) have any of its obligations guaranteed by an Affiliate except the Guarantor in connection with the Loan;

(z) violate or cause to be violated the assumptions made with respect to Borrower and Principal in the Insolvency Opinion;

(aa) with respect to Principal, or if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.36(cc) below, fail at any time to have at least two independent directors (each an “Independent Director”) that is not and has not been for at least five (5) years: (a) a stockholder, director, officer, employee, partner, member, attorney or counsel of Mortgage Borrower or of Principal or any Affiliate of either of them; (b) a customer, supplier or other Person who derives its purchases or revenues (other than any fee paid to such director as compensation for such director to serve as an Independent Director) from its activities with Mortgage Borrower,

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Principal or any Affiliate of either of them (a “Business Party”); (c) a person or other entity controlling or under common control with any such stockholder, partner, member, director, officer, attorney, counsel or Business Party; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, attorney, counsel or Business Party; Notwithstanding the foregoing, no Independent Director shall also serve as an Independent Director (as such term is defined in the Mortgage Loan Agreement) for Mortgage Borrower or any Principal (as such term is defined in the Mortgage Loan Agreement) of Mortgage Borrower. Notwithstanding the foregoing, no Independent Director shall also serve as an Independent Director (as such term is defined in the Mortgage Loan Agreement and the Subordination Agreement) for Mortgage Borrower, Operating Tenant or Principal (as such term is defined in the Mortgage Loan Agreement and the Subordination Agreement);

(bb) with respect to Principal, or if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.36(cc) below, permit its board of directors to take any action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock or other applicable Organizational Documents, requires the unanimous vote of one hundred percent (100%) of the members of the board without the vote of each Independent Director; and

(cc) In the event Borrower is a Delaware limited liability company that does not have a managing member which complies with the requirements for a Principal under this Section 4.1.36, the limited liability company agreement of Borrower (the “LLC Agreement”) shall provide that (A) upon the occurrence of any event that causes the last remaining member of Borrower (“Member”) to cease to be the member of Borrower (other than (1) upon an assignment by Member of all of its limited liability company interest in Borrower and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (2) the resignation of Member and the admission of an additional member of Borrower in accordance with the terms of the Loan Documents and the LLC Agreement), any person acting as Independent Director of Borrower shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of Borrower, automatically be admitted to Borrower (“Special Member”) and shall continue Borrower without dissolution and (B) Special Member may not resign from Borrower or transfer its rights as Special Member unless (1) a successor Special Member has been admitted to Borrower as Special Member in accordance with requirements of Delaware law and (2) such successor Special Member has also accepted its appointment as an Independent Director. The LLC Agreement shall further provide that (v) Special Member shall automatically cease to be a member of Borrower upon the admission to Borrower of a substitute Member, (w) Special Member shall be a member of Borrower that has no interest in the profits, losses and capital of Borrower and has no right to receive any distributions of Borrower assets, (x) pursuant to Section 18-301 of the Delaware Limited Liability Company Act (the “Act”), Special Member shall not be required to make any capital contributions to Borrower and shall not receive a limited liability company interest in Borrower, (y) Special Member, in its capacity as Special Member, may not bind Borrower and (z) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall

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have no right to vote on, approve or otherwise consent to any action by, or matter relating to, Borrower, including, without limitation, the merger, consolidation or conversion of Borrower; provided, however, such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Director, to vote on such matters required by the LLC Agreement. In order to implement the admission to Borrower of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower as Special Member, Special Member shall not be a member of Borrower.

Upon the occurrence of any event that causes the Member to cease to be a member of Borrower, to the fullest extent permitted by law, the personal representative of Member shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of Member in Borrower, agree in writing (A) to continue Borrower and (B) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of Member of Borrower in Borrower. Any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to cease to be a member of Borrower and upon the occurrence of such an event, the business of Borrower shall continue without dissolution. The LLC Agreement shall provide that each of Member and Special Member waives any right it might have to agree in writing to dissolve Borrower upon the occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower.

Mortgage Borrower is, shall be and shall continue to comply with the provisions of Section 4.1.35 of the Mortgage Loan Agreement.

4.1.37 Business Purposes.

The Loan is solely for the business purpose of Borrower, and is not for personal, family, household, or agricultural purposes.

4.1.38 Taxes.

Borrower has filed all federal, State, county, municipal, and city income tax returns required to have been filed by it and has paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by it. Borrower knows of no basis for any additional assessment in respect of any such taxes and related liabilities for prior years.

4.1.39 Forfeiture.

Neither Borrower nor to Borrower’s knowledge, any other Person in occupancy of or involved with the operation or use of any of the Properties has committed any act or omission affording the federal government or any State or local government the right of forfeiture as against any of the Collateral, the Properties or any part thereof or any monies paid in performance of Borrower’s obligations under the Note, this Agreement or the other Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture.

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4.1.40 Environmental Representations and Warranties.

Borrower represents and warrants, except as disclosed in the written reports resulting from the environmental site assessments of each Individual Property delivered to and approved by Lender prior to the Closing Date (the “Environmental Report”) and information that Borrower knows or should reasonably have known that: (a) there are no Hazardous Materials or underground storage tanks in, on, or under any of the Properties, except those that are both (i) in material compliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the applicable Individual Property or each tenant’s respective business at such Individual Property, or (B) held by a tenant for sale to the public in its ordinary course of business, (b) there are no past, present or threatened Releases of Hazardous Materials in, on, under or from any of the Properties in material violation of any Environmental Law and which would be reasonably likely to require remediation by a Governmental Authority; (c) there is no threat of any Release of Hazardous Materials in material violation of Environmental Law migrating to any of the Properties from any adjoining property; (d) there is no past or present material non-compliance with current Environmental Laws, or with permits issued pursuant thereto, in connection with any of the Properties; (e) Borrower has not received and Mortgage Borrower has not received, any written notice or other written communication from any Person (including but not limited to a Governmental Authority) relating to potential liability arising out of the release of Hazardous Materials in, on, under or from any of the Properties which matter remains pending or has not be resolved or cured; and (f) Borrower has truthfully and fully made available to Lender copies of any and all material reports relating to the environmental condition of any of the Properties contained in Borrower’s or Mortgage Borrower’s files and records or within Borrower’s custody or control, including but not limited to any reports relating to Hazardous Materials in, on, under or migrating to or from any of the Properties.

4.1.41 Taxpayer Identification Number.

Borrower’s United States taxpayer identification number is set forth opposite its name on Schedule XIII attached hereto.

4.1.42 OFAC.

Borrower represents and warrants that neither Borrower, Mortgage Borrower, Guarantor, Operating Tenant nor any of their respective Affiliates is a Prohibited Person, and Borrower, Mortgage Borrower, Guarantor, and their respective Affiliates are in compliance with all applicable orders, rules, regulations and recommendations of The Office of Foreign Assets Control of the U.S. Department of the Treasury.

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4.1.43 Ground Lease Representations.

With respect to each Ground Lease:

(a) (i) Each Ground Lease is in full force and effect and has not been modified or amended in any manner whatsoever, (ii) there are no defaults under any Ground Lease by Mortgage Borrower, or, to the best of Borrower’s knowledge, landlord thereunder, and, to Borrower’s knowledge, no event has occurred which but for the passage of time, or notice, or both would constitute a default under such Ground Lease, (iii) all rents, additional rents and other sums due and payable under each Ground Lease have been paid in full, and (iv) neither Mortgage Borrower nor the landlord under each Ground Lease has commenced any action or given or received any notice for the purpose of terminating such Ground Lease.

(b) Each Ground Lease or a memorandum thereof (including any material amendment) have been duly recorded, the Ground Leases permits the interest of the lessee thereunder to be encumbered by the applicable Security Instrument, and there has not been any change in the terms of the Ground Leases (as they may have been amended) since the recordation of the Ground Lease or the most recent memorandum or amendment thereof;

(c) Except as indicated in the related Title Insurance Policy, Mortgage Borrower’s interest in the Ground Lease are not subject to any Liens superior to, or of equal priority with, the applicable Security Instrument;

(d) Mortgage Borrower’s interest in the Ground Lease is assignable upon notice to, but without the consent of, the lessor thereunder and, in the event that it is so assigned, it is further assignable upon notice to, but without the need to obtain the consent of, such lessor;

(e) The Ground Lease requires the lessor thereunder to give notice of any default by Mortgage Borrower to Mortgage Lender and the Ground Lease further provides that notice of termination given under the Ground Lease is not effective against Lender unless a copy of the notice has been delivered to Mortgage Lender in the manner described in the applicable Ground Lease;

(f) Mortgage Lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of Mortgage Borrower under the Ground Lease) to cure any default under the Ground Lease, which is curable after the receipt of notice of any default before the lessor thereunder may terminate such Ground Lease;

(g) Each Ground Lease has a term which extends not less than twenty (20) years beyond the Maturity Date;

(h) The Ground Lease requires the lessor to enter into a new lease upon termination of the applicable Ground Lease for any reason, including rejection of such Ground Lease in a bankruptcy proceeding; and

(i) Under the terms of each Ground Lease and the applicable Loan Documents, taken together, any Net Proceeds will be applied either to the Restoration of all or part of the Properties, with Mortgage Lender or a trustee appointed by Mortgage

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Lender having the right to hold and disburse such Net Proceeds as the Restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan together with any accrued interest thereon.

4.1.44 Deposit Accounts.

(a) Mortgage Borrower owns and has good title to the Property Accounts, the Post-Termination Property Account and the Lockbox Account free and clear of any Lien or claim of any Person;

(b) Mortgage Borrower has delivered to Mortgage Lender fully executed agreements pursuant to which the banks maintaining the Property Accounts have agreed to comply with all instructions originated by Mortgage Lender directing disposition of the funds in such accounts without further consent by Mortgage Borrower;

(c) Other than the security interest granted to Mortgage Lender pursuant to the Mortgage Loan Agreement and the Property Account Agreements, Mortgage Borrower has not pledged, assigned, or sold, granted a security interest in, or otherwise conveyed any of the Property Accounts, the Post-Termination Property Account or the Lockbox Account; and

(d) The Property Accounts, the Post-Termination Property Account, and the Lockbox Account are not in the name of any Person other than Mortgage Borrower or Mortgage Lender. Mortgage Borrower has not consented to the banks maintaining the Lockbox Account to comply with instructions of any Person other than Mortgage Lender.

4.1.45 Embargoed Person.

As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Mortgage Borrower, Borrower, Principal, Operating Tenant and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder (“Embargoed Person”) with the result that the investment in Mortgage Borrower, Borrower, Principal, or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan made by the Lender is in violation of law; (b) no Embargoed Person has any interest of any nature whatsoever in Mortgage Borrower, Borrower, Principal, or Guarantor, as applicable, with the result that the investment in Mortgage Borrower, Borrower, Principal, Operating Tenant or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) to Borrower’s knowledge, none of the funds of Mortgage Borrower, Borrower, Principal, Operating Tenant or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Mortgage Borrower, Borrower, Principal, Operating Tenant or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

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4.1.46 Affiliates.

Borrower does not own any equity interests in any other Person other than the related Pledged Interests.

4.1.47 Mortgage Borrower Representations.

Borrower has reviewed the representations and warranties made by, and covenants of, Mortgage Borrower to and for the benefit of Mortgage Lender contained in the Mortgage Loan Documents and such representations and warranties are true, correct and complete in all material respects.

4.1.48 List of Mortgage Loan Documents.

There are no Mortgage Loan Documents other than those set forth on Schedule XIV attached hereto. Borrower has or has caused to be delivered to Lender true, complete and correct copies of all Mortgage Loan Documents, and none of the Mortgage Loan Documents has been amended or modified as of the date thereof.

4.1.49 Mortgage Loan Event of Default.

No Mortgage Loan Event of Default exists as of the date hereof.

4.1.50 Personal Property.

Borrower owns, leases or licenses adequate Personal Property (other than Inventory) and Operating Tenant owns adequate Inventory to maintain and operate the Property as a hotel in accordance with the standards of this Agreement, the Operating Lease, the Management Agreement and the Franchise Agreement. The Personal Property is not subject to any liens, leases or financing arrangements other than Permitted Encumbrances. The Personal Property (other than Inventory) is leased to the Operating Tenant pursuant to the related Operating Lease.

4.1.51 Operating Lease.

The Operating Lease is in full force and effect and there is no material default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a material default thereunder. The Operating Tenant is directly or indirectly, wholly owned and controlled by the Operating Partnership.

Section 4.2 Survival of Representations.

Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

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V. BORROWER COVENANTS

Section 5.1 Affirmative Covenants.

From the date hereof and until payment in full of the Debt or the earlier release in full of Lender’s Liens encumbering the Collateral (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements.

(a) Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises, and comply, or cause Mortgage Borrower to comply, in all material respects, with all Legal Requirements applicable to it, the Collateral and the Properties. There shall never be committed by Borrower or Operating Tenant and Borrower shall not permit or cause Mortgage Borrower to permit any act or omission affording the federal government or any State or local government the right of forfeiture against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to permit or cause Mortgage Borrower to commit or permit any act or omission affording such right of forfeiture. Borrower shall at all times cause Mortgage Borrower to keep, maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair, reasonable wear and tear excepted, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Loan Documents. Borrower shall keep, or shall cause Mortgage Borrower to keep, the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall cause Mortgage Borrower to operate any Individual Property that is the subject of any O&M Program in accordance with the terms and provisions thereof in all material respects.

(b) After prior written notice to Lender, Borrower, at its own expense, may, or cause Mortgage Borrower to contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Mortgage Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iii) neither any Individual Property nor the Collateral, nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, and shall cause Mortgage Borrower to, promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or

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applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Mortgage Borrower, the Collateral or any Individual Property; and (vi) Borrower shall, or cause Mortgage Borrower to furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security or part thereof, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or any Individual Property or the Collateral (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2 Taxes and Other Charges.

Borrower shall pay, or cause Mortgage Borrower to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable. Borrower shall furnish, or cause to be furnished, to Lender receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 7.2 of the Mortgage Loan Agreement). Borrower shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause Mortgage Borrower to promptly pay and discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Properties, and shall promptly pay for all utility services provided to the Properties. After prior written notice to Lender, Borrower, at its own expense, may, or cause Mortgage Borrower to, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower and Mortgage Borrower are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iii) neither the Collateral nor any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, or shall cause Mortgage Borrower to, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property or any asset of Borrower; (vi) Borrower shall, or shall cause Mortgage Borrower to, have deposited with Lender or Mortgage Lender, as applicable, adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower or Mortgage Borrower has paid all of the Taxes under protest (provided, however, that Borrower shall not be required to deposit such reserves with Lender or Mortgage Lender, as applicable, in the event that funds sufficient to pay such Taxes shall theretofore have been deposited with or collected by Lender or Mortgage Lender, as applicable, pursuant to Section 3.7 of the Mortgage Loan Agreement or Section 7.2 hereof, and (vii) Borrower shall, or shall cause Mortgage Borrower to, furnish such security as may be required in the proceeding.

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5.1.3 Litigation.

Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened against Borrower or Mortgage Borrower which might materially adversely affect Borrower’s or Mortgage Borrower’s condition (financial or otherwise) or business or the condition or ownership of any Individual Property.

5.1.4 Access to Properties.

Borrower shall cause Mortgage Borrower to permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

5.1.5 Notice of Default.

Borrower shall promptly advise Lender of any material adverse change in Borrower’s or Mortgage Borrower’s condition, financial or otherwise, or of the occurrence of any Event of Default of which Borrower has knowledge.

5.1.6 Cooperate in Legal Proceedings.

Borrower shall cooperate, and shall cause each Loan Party to cooperate, fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way adversely affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Award and Insurance Benefits.

Borrower shall cooperate with Lender in obtaining for Borrower and Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any reasonable expenses incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Award or Insurance Proceeds.

5.1.8 Further Assurances.

Borrower shall and shall cause each Loan Party, at Borrower’s sole cost and expense:

(a) furnish to Lender all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents or reasonably requested by Lender in connection therewith;

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(b) execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require including, without limitation, the authorization of Lender to execute and/or the execution by Borrower of UCC financing statements and the execution and delivery of all such writings necessary to transfer any liquor licenses into the name of Lender or its designee after the occurrence and continuance of any Event of Default; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time.

5.1.9 Mortgage and Intangible Taxes.

Borrower shall pay and shall cause each Loan Party to pay all State, county and municipal recording, intangible, and all other taxes imposed upon the execution, delivery and filing of the UCC Financing Statements and/or upon the execution and delivery of the Note.

5.1.10 Financial Reporting.

(a) Borrower will keep and maintain on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender), proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense with respect to the Collateral. Borrower will cause Mortgage Borrower to keep and maintain on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender), proper and accurate books, records and accounts reflecting all of the financial affairs of Mortgage Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Borrower, Mortgage Borrower, Operating Tenant and/or Manager or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s accounting records with respect to the Collateral and the Properties or any Loan Party, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. To the extent that any of the items described below in this Section 5.1.10 are prepared by the Operating Tenant rather than by Borrower, Borrower agrees to cause Operating Tenant to deliver such items to Lender in the form and within the time periods set forth below.

(b) Borrower will furnish, and cause to be furnished, to Lender annually, within one hundred twenty (120) days following the end of each Fiscal Year, a complete copy of Borrower’s annual financial statements audited by an Approved Accountant in accordance with GAAP (or such other accounting basis acceptable to Lender) covering

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the Collateral owned by Borrower for such Fiscal Year and containing statements of profit and loss for Borrower and the Properties (including the income and expenses maintained by the Operating Tenant and adjusted for real estate taxes, insurance and other fixed charges, through net operating income) and lease payment amounts and a balance sheet for Borrower.

(c) Borrower will furnish, or cause Mortgage Borrower to furnish, to Lender a copy of the financial statements and all other materials Mortgage Borrower is required to provide Mortgage Lender under Section 5.1.10 of the Mortgage Loan Agreement within the time periods required under such Section.

(d) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall cause Mortgage Borrower to submit to Lender an Annual Budget for each Individual Property not later than sixty (60) days prior to the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender, and shall be subject to Lender’s written approval, such approval not to be unreasonably withheld, notwithstanding any limitation in the Operating Lease on Borrower’s right to approve the Operating Tenant’s operating budget (each such Annual Budget after it has been approved in writing by Lender shall be hereinafter referred to as an “Approved Annual Budget”). The Annual Budget defined in and required pursuant to Section 17.3 of the Operating Lease shall satisfy the form of the required Annual Budget. If Lender does not advise Borrower of any objections to the proposed Annual Budget within twenty (20) Business Days after receipt thereof, such proposed Annual Budget shall be deemed approved. In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within twenty (20) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall cause Mortgage Borrower and Operating Tenant to promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall cause Mortgage Borrower and Operating Tenant to promptly revise the same in accordance with the process described in this subsection until Lender approves the Annual Budget. Until such time that Lender approves or has been deemed to approve a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and utilities expenses. In addition, following a Termination Event, Lender shall have the right to approve any Extraordinary Expenses.

(e) Borrower shall furnish or cause Mortgage Borrower to furnish to Lender, within ten (10) Business Days after request such further detailed information with respect to the operation of the Properties and the financial affairs of Borrower or Mortgage Borrower, Operating Tenant, the REIT, the Operating Partnership or the Manager as may be reasonably requested by Lender, including, without limitation, an annual operating budget for each Individual Property.

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(f) Borrower shall cause, or cause Mortgage Borrower to cause, Operating Tenant to have Manager simultaneously deliver to Lender all financial statements and reports required to be delivered to Operating Tenant by Manager pursuant to the Management Agreement.

(g) Borrower shall promptly send to Lender, and cause, or cause Mortgage Borrower to cause, the Operating Tenant to promptly send to Lender, all Quality Assurance Reports or other reports of inspection delivered by Franchisor.

(h) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, (ii) on a compact disk or a diskette, and (iii) if requested by Lender and within the capabilities of Borrower’s or Mortgage Borrower’s, as applicable, data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files).

(i) Borrower agrees that Lender may forward to each purchaser, transferee, assignee, servicer, participant, Co-Lender or investor in all or any portion of the Loan or any Securities (collectively, the “Investor”) or any Rating Agency rating such participations and/or Securities and each prospective Investor, and any organization maintaining databases on the underwriting and performance of commercial mortgage loans, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Borrower, Mortgage Borrower, any Guarantor, the Collateral, and the Properties, whether furnished by Borrower, Mortgage Borrower, any Guarantor, or otherwise, as Lender determines necessary or desirable. Borrower irrevocably waives any and all rights it may have under any Applicable Laws to prohibit such disclosure, including, but not limited, to any right of privacy.

5.1.11 Business and Operations.

Borrower will cause Mortgage Borrower to continue to be engaged in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will and shall cause Mortgage Borrower to remain in good standing under the laws of each jurisdiction to the extent required for the ownership, maintenance, management and operation of the Properties.

5.1.12 Costs of Enforcement.

In the event (a) that Lender exercises any of its rights or remedies under the Pledge Agreement or any other Loan Document as and when permitted thereby, or (b) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or any of its constituent Persons or an assignment by Borrower or any of its constituent Persons for the benefit of its creditors, or (c) Lender incurs any costs or expenses in connection with any refinancing or restructuring of the Loan in the nature of a workout, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense and all other expenses, including reasonable attorneys’ fees and costs, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

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5.1.13 Estoppel Statement.

(a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the Applicable Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, and (vi) that the Note, this Agreement, Pledge Agreement and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall deliver to Lender upon request, (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication) tenant estoppel certificates from each tenant under a Major Lease at each Individual Property in form and substance reasonably satisfactory to Lender.

(c) Borrower shall, promptly upon request of Lender, (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication) use commercially reasonable efforts to deliver an estoppel certificate from Franchisor stating that (i) the Franchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither Franchisor nor Mortgage Borrower nor Operating Tenant is in default under any of the material terms, covenants or provisions of the Franchise Agreement and Franchisor knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Franchise Agreement, (iii) neither Franchisor nor Mortgage Borrower nor Operating Tenant has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) all sums due and payable to Franchisor under the Franchise Agreement have been paid in full.

(d) Borrower shall, promptly upon request of Lender, (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication), cause Mortgage Borrower to deliver an estoppel certificate from Operating Tenant stating that (i) the Operating Lease is in full force and effect and has not been modified, amended or assigned (or listing the modifications, amendments or assignments, if any), (ii) neither Operating Tenant nor Mortgage Borrower is in default under any of the material terms, covenants or provisions of the Operating Lease and Operating Tenant knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Operating Lease, (iii) neither Operating Tenant nor Mortgage Borrower has commenced any action or given or received any notice for the purpose of terminating the Operating Lease and (iv) all sums due and payable to Operating Tenant under the Operating Lease has been paid in full.

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(e) Borrower shall, promptly upon request of Lender, (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication), cause Mortgage Borrower to deliver an estoppel certificate from Manager stating that (i) the Management Agreement is in full force and effect and has not been modified, amended or assigned (or listing the modifications, amendments or assignments, if any), (ii) neither Manager nor Mortgage Borrower nor Operating Tenant, as the case may be, is in default under any of the material terms, covenants or provisions of the Management Agreement and Manager knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Management Agreement, (iii) neither Manager nor Mortgage Borrower nor Operating Tenant, as the case may be, has commenced any action or given or received any notice for the purpose of terminating the Management Agreement and (iv) all sums due and payable to Manager under the Management Agreement has been paid in full.

5.1.14 Loan Proceeds.

Borrower shall use the proceeds of the Loan received by it on the Closing Date only for the purposes set forth in Section 2.1.4.

5.1.15 Performance by Borrower.

(a) Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior written consent of Lender.

(b) Except as required pursuant to the Mortgage Loan Agreement, Borrower shall not cause or request or permit Mortgage Borrower to enter into or otherwise request any amendment, waiver, supplement, termination or other modification of any Mortgage Loan Document executed and delivered by, or applicable to, Mortgage Borrower as of the date hereof without the prior written consent of Lender. Borrower shall cause Mortgage Borrower to provide Lender with a copy of any amendment, waiver, supplement, termination or other modification to the Mortgage Loan Documents within five (5) Business Days after the execution thereof. Borrower shall not, and shall not permit any Loan Party to, amend or modify the Organizational Documents of any Loan Party in any material respect without Lender’s prior written consent.

5.1.16 Confirmation of Representations.

Borrower shall deliver, in connection with any Securitization or Syndication, (a) one or more Officer’s Certificates certifying as to the accuracy of all representations made by Borrower in the Loan Documents as of the date of the closing of such Securitization or Syndication in all relevant jurisdictions, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower and Principal as of the date of the closing of such Securitization or Syndication.

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5.1.17 Leasing Matters.

(a) With respect to any Individual Property, Borrower may cause Mortgage Borrower or Operating Tenant to enter into a proposed Lease (including the renewal or extension of an existing Lease, other than an Operating Lease, (a “Renewal Lease”)) without the prior written consent of Lender, provided that if such proposed Lease or Renewal Lease is a Major Lease, such Major Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Major Lease is executed by Mortgage Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, and (iii) does not have a material adverse effect on the value or quality of the applicable Individual Property. All proposed Major Leases which do not satisfy the requirements set forth in this Section 5.1.17(a) shall be subject to the prior approval of Lender, which approval shall not be unreasonably withheld. At Lender’s request, Borrower shall cause Mortgage Borrower and Operating Tenant, as applicable, to promptly deliver to Lender copies of all Major Leases which are entered into pursuant to this Subsection together with Borrower’s certification that it has satisfied or caused Mortgage Borrower to have satisfied all of the conditions of this Section.

(b) Borrower shall, or cause Mortgage Borrower to cause Operating Tenant to, (i) observe and perform all the material obligations imposed upon the lessor under the Major Leases and shall not do or permit to be done anything to impair the value of any of the Major Leases as security for the Debt; (ii) promptly send copies to Lender of all notices of default or other material matters which Mortgage Borrower shall send or receive with respect to the Major Leases; (iii) enforce all of the material terms, covenants and conditions contained in the Major Leases upon the part of the tenant thereunder to be observed or performed (except for termination of a Major Lease which shall require Lender’s prior written approval); (iv) not collect any of the Rents more than one (1) month in advance (except security deposits shall not be deemed Rents collected in advance); (v) not execute any other assignment of the lessor’s interest in any of the Major Leases or the Rents (except as contemplated by the Mortgage Loan Documents); and (vi) not consent to any assignment of or subletting under any Major Leases not in accordance with their terms, without the prior written consent of Lender.

(c) Borrower may, or cause Mortgage Borrower to cause Operating Tenant to, without the consent of Lender, cause Mortgage Borrower to amend, modify or waive the provisions of any Lease or terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Lease (other than the Operating Lease) (including any guaranty, letter of credit or other credit support with respect thereto) provided that such Lease is not a Major Lease and that such action (taking into account, in the case of a termination, reduction in rent, surrender of space or shortening of term, the planned alternative use of the affected space) does not have a material adverse effect on the value

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of the applicable Individual Property taken as a whole, and provided that such Lease, as amended, modified or waived, is otherwise in compliance with the requirements of this Agreement. A termination of a Lease (other than a Major Lease) with a tenant who is in default beyond applicable notice and grace periods shall not be considered an action which has a material adverse effect on the value of the applicable Individual Property taken as a whole. Any amendment, modification, waiver, termination, rent reduction, space surrender or term shortening which does not satisfy the requirements set forth in this Subsection shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld and its counsel, at Borrower’s expense. At Lender’s request, Borrower shall cause Mortgage Borrower or Operating Tenant, as applicable, to promptly deliver to Lender copies of all Leases, amendments, modifications and waivers which are entered into pursuant to this Section 5.1.17(c) together with Borrower’s certification that it has satisfied all of the conditions of this Section 5.1.17(c).

(d) Notwithstanding anything contained herein to the contrary, with respect to any Individual Property, Borrower shall not cause or permit Mortgage Borrower or Operating Tenant to, without the prior written consent of Lender, which consent shall not be unreasonably withheld, enter into, renew, extend, amend, modify, waive any provisions of, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Major Lease or any instrument guaranteeing or providing credit support for any Major Lease.

5.1.18 Management Agreement.

(a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property and any incentive management fees shall not accrue. All fees (base, incentive, termination or otherwise) due under the Management Agreement must be subordinate in lien and payment to this Agreement (other than base management fees not in excess of three percent (3%) of the gross income derived from the Property). Borrower shall cause Mortgage Borrower to cause Operating Tenant to (i) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement, on the part of Mortgage Borrower or Operating Tenant to be performed and observed to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower and Operating Tenant under the Management Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Mortgage Borrower or Operating Tenant of any default by Mortgage Borrower or Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice. Neither Borrower nor Mortgage Borrower shall cause Operating Tenant to surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing. Notwithstanding the foregoing, Mortgage Borrower or Operating Tenant may terminate a

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Management Agreement provided that Borrower or Operating Tenant simultaneously enters into a Replacement Management Agreement with a Qualified Manager. Subject to the rights of Mortgage Lender, if Mortgage Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Borrower shall permit Lender, upon five (5) days prior notice to Borrower, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower or Operating Tenant to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower or Operating Tenant, to the end that the rights of Mortgage Borrower or Operating Tenant in, to and under the Management Agreement shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such action. Borrower shall cause Lender and any Person designated by Lender to have, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Mortgage Borrower or Operating Tenant of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. None of Borrower, Mortgage Borrower or Operating Tenant shall, or permit, the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall, or cause Mortgage Borrower to cause Operating Tenant to, from time to time, obtain from the Manager such certificates of estoppel with respect to compliance by Mortgage Borrower and Operating Tenant with the terms of the Management Agreement as may be requested by Lender (which requests shall be made no more frequently than once in any consecutive twelve month period unless such request is made in connection with a Securitization). Borrower and Mortgage Borrower shall cause Operating Tenant to exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Lender made at any time within or prior to the period within which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Pledge Agreement and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor. Borrower represents that Interstate Management Company, L.L.C., the current manager of the Properties, is not an Affiliate of, nor Affiliated with, Borrower, Mortgage Borrower or Guarantor.

(b) Without limitation of the foregoing, Borrower, upon the request of Lender, shall cause Mortgage Borrower to, or cause Operating Tenant to, terminate the Management Agreement and replace the Manager, without penalty or fee, if at any time during the Loan: (a) the Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, (b) there exists an Event of Default, (c) there exists a material default by Manager under the Management Agreement. At such time as the Manager may be removed, a Qualified Manager shall assume management of the applicable Individual Property pursuant to a Replacement Management Agreement.

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5.1.19 Environmental Covenants.

(a) Borrower covenants and agrees that so long as the Loan is outstanding (i) Mortgage Borrower’s uses and operations on or of the Properties shall be in compliance with applicable Environmental Laws and permits issued pursuant thereto in all material respects; (ii) there shall be no Releases of Hazardous Materials by Mortgage Borrower in, on, under or from any of the Properties in violation of Environmental Law; (iii) Borrower shall not permit or cause Mortgage Borrower to use, generate, treat, store, dispose or transport Hazardous Materials in, on, or under any of the Properties, except those that are both (A) in material compliance with all Environmental Laws and with permits issued pursuant thereto, if and to the extent required, and (B) (1) in amounts not in excess of that necessary to operate the applicable Individual Property (including each tenant’s respective business at such Property), (2) fully disclosed in the Environmental Reports or otherwise disclosed to and approved by Lender in writing or (3) held by a tenant for sale to the public in its ordinary course of business; (iv) Borrower shall cause Mortgage Borrower to keep the Properties free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Borrower or any other Person (the “Environmental Liens”), subject to the provisions of Section 5.2.10 hereof; (v) Borrower shall cause Mortgage Borrower to, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to paragraph (b) below, including but not limited to providing access to the Individual Properties and all relevant information in its possession, custody or control and making knowledgeable persons available for interviews at reasonable times; (vi) Borrower shall cause Mortgage Borrower to, at its sole cost and expense, comply with all reasonable written requests of Lender to (A) reasonably effectuate remediation of any Hazardous Materials in, on, under or from any Individual Property, and (B) comply with any Environmental Law; and (vii) Borrower shall cause Mortgage Borrower to take all commercially reasonable measures to require that each tenant complies in all material respects with provisions (i) through (vi) of this Section 5.1.19(a);

(b) Borrower covenants and agrees that so long as the Loan is outstanding, Borrower shall promptly notify Lender in writing after it has become aware of: (i) any presence or Release or threatened Releases of Hazardous Materials in, on, under, from or migrating towards any of the Properties; (ii) any non compliance with any Environmental Laws related in any way to any of the Properties; (iii) any actual or potential Environmental Lien; (iv) any required or proposed remediation of environmental conditions relating to any of the Properties; and (v) any written or oral notice or other communication of which Borrower becomes aware from any source whatsoever (including but not limited to a Governmental Authority) relating in any way to Borrower’s liability for any Hazardous Materials in material violation of any Environmental Laws.

(c) Lender and its designated agents or representatives, including but not limited to any environmental consultant, and any receiver appointed by any court of

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competent jurisdiction, shall have the right, but not the obligation, to enter upon any Individual Property at all reasonable times to assess any and all aspects of the environmental condition of any Individual Property and its use. If Lender reasonably believes that Borrower or Mortgage Borrower has breached any environmental representation, warranty or covenant contained in Sections 4.1.39 or 5.1.19(a) and (b) hereof, Lender may request that Borrower undertake such tests and investigations of the environmental condition of the Individual Property (or portions thereof) that are reasonably necessary under the circumstances to assess the alleged breach of the representation, warranty or covenant. Any such tests or investigations shall be conducted by a qualified environmental engineer or consultant, reasonably acceptable to Lender, and if determined by the environmental engineer or consultant to be reasonably necessary, may include invasive sampling (such as any sampling of the soil, groundwater, surface water, air or building materials). Borrower shall provide Lender with a copy of any reports of the results of such tests and investigations and Lender and other Indemnified Parties shall be entitled to rely on such reports. If an Event of Default has occurred and is continuing, or if Borrower has not diligently pursued such tests and investigations as are reasonably requested by Lender pursuant to this Section 5.1.19(c), then Lender may hire its own environmental engineer or consultant, at Borrower’s expense, to conduct such tests and investigations. Lender shall make all reasonable efforts to conduct any such tests and investigations so as to avoid interference with the operation of the Property.

(d) If counsel to Mortgage Borrower or Borrower reasonably determines that providing Lender with a document otherwise required to be provided pursuant to this Section 5.1.19 (or any other provision of this Agreement or any other Loan Document relating to environmental matters) would jeopardize an applicable attorney-client or work product privilege pertaining to such document, the Borrower shall not be obligated to provide such document to Lender but shall provide Lender with a notice identifying the author and recipient of such document and generally describing the content of the documents. Upon request of Lender, Borrower shall take all reasonable steps necessary to provide, or cause Mortgage Borrower to provide, Lender with the factual information contained in any such privileged documents. Nothing contained in this Section 5.1.19(d) shall in any way limit lender’s rights under Section 5.1.19(c) hereof.

5.1.20 Alterations.

Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to alterations that may have a material adverse effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the related Individual Property, the Collateral or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the related Individual Property, the Collateral or the Net Operating Income, provided that such alterations (a) are made in connection with work performed pursuant to an Approved Capital Budget for the related Individual Property or (b) do not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part

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of any Improvements and either (i) the cost of which is less than $1,000,000.00, or (ii) are alterations performed in connection with the Restoration of the related Individual Property in accordance with the terms and provisions of this Agreement and the Mortgage Loan Agreement. If the total unpaid amounts with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed 5% of the Allocated Loan Amount for the related Individual Property (the “Alteration Threshold Amount”), provided that, at no time shall the total cost of all alterations then being undertaken on all of the Properties exceed $10,000,000.00, Borrower shall promptly deliver or cause to be delivered to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and for which Lender has received a Rating Confirmation, or (D) a completion bond or letter of credit issued by a financial institution having a rating by S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and for which Lender has received a Rating Confirmation. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and applied from time to time at the option of Lender to pay for such alterations or to terminate any of the alterations and restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property. Notwithstanding the foregoing, Borrower shall be relieved of its obligation to deposit the security for certain alterations described above provided Mortgage Borrower is required to and does deliver such security to Mortgage Lender in accordance with the Mortgage Loan Documents and Lender received evidence acceptable to Lender of the delivery of such security.

5.1.21 Franchise Agreement.

The Improvements on the Properties shall be operated under the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Mortgage Borrower to, or cause Operating Tenant to, (i) pay all sums required to be paid by Mortgage Borrower under the Franchise Agreement, (ii) diligently perform, observe and enforce all of the material terms, covenants and conditions of the Franchise Agreement on the part of Mortgage Borrower or Operating Tenant to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower and Operating Tenant under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Mortgage Borrower or Operating Tenant of any default by Mortgage Borrower or Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Mortgage Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, material notice, report and estimate received by it under the Franchise Agreement. Neither Borrower nor Mortgage Borrower shall cause Operating Tenant to, without the prior consent of Lender, surrender the Franchise Agreement or terminate or cancel the Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any material respect, either orally or in writing. Notwithstanding the foregoing, Borrower or Operating Tenant may

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terminate a Franchise Agreement provided that Borrower simultaneously enters into a Replacement Franchise Agreement with a Qualified Franchisor. Subject to the rights of Mortgage Lender, if Mortgage Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Mortgage Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Borrower shall permit Lender to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Mortgage Borrower or Operating Tenant to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower or Operating Tenant, to the end that the rights of Mortgage Borrower and Operating Tenant in, to and under the Franchise Agreement shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such action. Borrower shall cause Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower and Mortgage Borrower or Operating Tenant of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall cause Mortgage Borrower, or shall cause Operating Tenant, from time to time, use its commercially reasonable efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Mortgage Borrower and Operating Tenant with the terms of the Franchise Agreement as may be requested by Lender. Borrower shall cause Mortgage Borrower and Operating Tenant shall exercise each individual option, if any, to extend or renew the term of the Franchise Agreement upon demand by Lender made at any time prior to or within the period in which any such option may be exercised, provided, however that Borrower shall not be required to comply with such request of Lender so long as Borrower is entering into a Replacement Franchise Agreement, the term of which shall begin upon the expiration of the Franchise Agreement currently in effect at the time of Lender’s request. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Pledge Agreement and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

5.1.22 The Ground Lease.

With respect to each Ground Lease,

(a) Borrower shall cause Mortgage Borrower to (i) pay all rents, additional rents and other sums required to be paid by Mortgage Borrower, as tenant under and pursuant to the provisions of each Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of each Ground Lease on the part of Mortgage Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the Fee Owner under the applicable Ground Lease to Mortgage Borrower of any default by Mortgage Borrower, as tenant thereunder, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the Fee Owner under the applicable

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Ground Lease of which Borrower is aware or has received any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt, together with copies of all notices, pleadings, schedules and similar matters received by Borrower in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Borrower shall not, without the prior consent of Lender, permit or cause Mortgage Borrower to (x) surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter or amend any Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Borrower shall cause Mortgage Borrower to object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. Borrower hereby grants to Lender the right to object to any such sale or transfer on behalf of Borrower and Mortgage Borrower, and Borrower shall not permit or cause Mortgage Borrower to contest any pleadings, motions documents or other actions filed or taken on Lender’s or Borrower’s or Mortgage Borrower’s behalf by Lender in the event that any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, attempts to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise.

(b) If Mortgage Borrower shall default in the performance or observance of any term, covenant or condition of any Ground Lease on the part of Mortgage Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, Lender shall have the right, to the extent Lender has received notice of, or has otherwise become aware of any such default, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of such Ground Lease on the part of Mortgage Borrower to be performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under such Ground Lease shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such actions. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under such Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each Ground Lease prior to or within the period in which any such option may be exercised.

(c) Notwithstanding anything contained in any Ground Lease to the contrary, Borrower shall not permit or cause Mortgage Borrower to further sublet any portion of the related Individual Property (other than as permitted pursuant to Section 5.1.17 hereof) without prior written consent of Lender. Each sublease hereafter made shall provide that,

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(a) in the event of the termination of the Ground Lease, the sublease shall not terminate or be terminable by the lessee thereunder; (b) in the event of any action for the foreclosure of the Security Instrument with respect to the related Individual Property, the sublease shall not terminate or be terminable by the lessee thereunder by reason of the termination of the Ground Lease unless such lessee is specifically named and joined in any such action and unless a judgment is obtained therein against such lessee; and (c) in the event that the Ground Lease is terminated as aforesaid, the lessee under the sublease shall attorn to the lessor under the Ground Lease or to the purchaser at the sale of the related Individual Property on such foreclosure, as the case may be. In the event that any portion of such Individual Property shall be sublet pursuant to the terms of this subsection, such sublease shall be deemed to be included in the Individual Property.

5.1.23 OFAC.

At all times throughout the term of the Loan, Borrower, Mortgage Borrower, Guarantor and their respective Affiliates shall be in compliance with all applicable orders, rules, regulations and recommendations of The Office of Foreign Assets Control of the U.S. Department of the Treasury.

5.1.24 Operating Lease.

(a) Lender acknowledges that Mortgage Borrower has leased the Property and the operation of the Property to the Operating Tenant pursuant to the Operating Lease. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Operating Lease on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Operating Lease on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Operating Tenant, to the end that the rights of Mortgage Borrower in, to and under the Operating Lease shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time upon prior notice to Borrower and Mortgage Borrower and during business hours or such other reasonable times only, for the purpose of taking any such action. If the Operating Tenant under the Operating Lease shall deliver to Lender a copy of any notice sent to Mortgage Borrower of default under the Operating Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon.

(b) Subject to the terms of the Mortgage Loan Agreement, Borrower and Operating Tenant hereby agree that any requirement of consent on behalf of Mortgage Borrower (as lessor) under the Operating Lease with respect to any proposed action thereunder shall also be subject to the prior written consent of Lender.

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(c) Borrower shall, or shall cause Mortgage Borrower to, promptly notify Lender of the giving of any notice to Operating Tenant of any material default by Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Operating Lease on the part of Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice. In addition, notwithstanding anything contained herein to the contrary, Borrower shall not, and shall not permit or cause Mortgage Borrower to, without the prior written consent of Lender and, after the occurrence of a Securitization, delivery of a Rating Confirmation, (i) amend, modify or waive any provisions of the Operating Lease other than amendments, modifications, or waivers of ministerial terms that do not modify, amend or waive any material economic terms or any other material terms of the Operating Lease, (ii) exercise its right to consent to any assignment of the Operating Lease or sublet of the Property, or (iii) terminate, permit the termination of, or accept surrender of all or any portion of the space demised under the Operating Lease other than (A) a termination in connection with a release of an Individual Property or a substitution of a Substitution Property, pursuant to and as defined in Sections 2.5 and 2.6, respectively, hereof, and pursuant to the Mortgage Loan Agreement, or (B) a termination by Mortgage Borrower due to a payment default by the Operating Tenant under the Operating Lease. In the event that the Operating Lease has been terminated as permitted in this Section 5.1.24(c), Borrower shall not, and shall not permit or cause Mortgage Borrower to, enter into any new operating lease (a “Replacement Operating Lease”) unless (1) the new operating tenant is a single purpose bankruptcy remote entity satisfactory to Lender in its sole discretion, (2) the Property is managed by a Qualified Manager pursuant to the Management Agreement, (3) the terms and conditions of the new operating lease are satisfactory to Lender in all respects, and the rent payable thereunder is equal to at least the greater of the projected annual rent payable under the Operating Lease for the twelve (12) month period (A) commencing on the date hereof and (B) commencing on the date on which the Operating Lease is terminated, (4) the new operating lease is subordinate in all respects to the Lien of Security Instruments and the other Mortgage Loan Documents, without the benefit of non- disturbance, and the new operating tenant enters into a subordination agreement reasonably satisfactory to Lender, (5) the Franchise Agreement is in full force and effect, (6) Borrower delivers, or causes Mortgage Borrower to deliver, such other certificates, opinions (including, without limitation, an insolvency opinion (in form acceptable to Lender in its reasonable discretion and the Rating Agencies in their sole discretion) with respect to the new operating tenant), documents and instruments relating to the new operating lease reasonably required by Lender or the Rating Agencies, and all corporate and other proceedings and all other documents (including, without limitation, all documents referred to herein and not appearing as exhibits hereto) and all legal matters in connection with the new operating lease and new operating tenant shall be satisfactory in form and substance to Lender, and (7) after the occurrence of a Securitization, delivery of a Rating Confirmation.

(d) Except as may be permitted under the Operating Lease without the consent of Mortgage Borrower, the Operating Tenant shall not assign, sublet, convey, mortgage, pledge or otherwise encumber or transfer its leasehold interest in the Operating Lease without the prior written consent of Lender and, after the occurrence of an Securitization, the delivery of a Rating Confirmation. The Operating Partnership shall not assign, sublet, convey, mortgage, pledge or otherwise encumber or transfer its direct or indirect equity interest in the Operating Tenant.

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5.1.25 Maintenance of Personal Property.

Except as otherwise provided in Section 22.2 of the Operating Lease with respect to the right to sell Personal Property to the Operating Tenant, and subject to the conditions set forth in Section 5.1.20 hereof, Borrower shall cause Mortgage Borrower to own, lease or license Personal Property (other than the Inventory), and shall cause Mortgage Borrower to cause the Operating Tenant or Manager to own Inventory, adequate to maintain and operate the Property as a hotel in accordance with the standards of this Agreement, the other Loan Documents, the Operating Lease, the Management Agreement, Replacement Management Agreement and the Franchise Agreement. Neither Mortgage Borrower, the Operating Tenant or Manager to lease, license, encumber or enter into any other financing arrangements with respect to any of the Personal Property or Inventory, as the case may be, other than as may expressly be permitted hereunder or under the other Loan Documents.

5.1.26 REIT Status.

The parties acknowledge that the REIT is a publicly traded corporation qualified as a real estate investment trust under the Internal Revenue Code (a “Real Estate Investment Trust”). Under the Internal Revenue Code rules and regulations relating to Real Estate Investment Trusts (the “REIT Rules”) and under Mortgage Borrower’s Organizational Documents, Borrower may not take or omit to take any action, or engage in any business or business transaction or relationship, that would or could result in the REIT being disqualified from treatment as a Real Estate Investment Trust. In order to comply with the REIT Rules and Mortgage Borrower’s Organizational Documents, Mortgage Borrower has entered into an Operating Lease with the Operating Tenant for the operation and maintenance of each of the Properties. Pursuant to such Operating Lease, Operating Tenant has the right to operate each respective Individual Property, and directly or indirectly collects all income from room rentals, credit card receipts, restaurant bars, recreational facilities and from other sources relating to the Property. Operating Tenant pays to Mortgage Borrower rent as more particularly described in the Operating Lease. The provisions of this Section shall not be construed to limit the provisions of this Agreement or any other Loan Document in any manner whatsoever.

5.1.27 O&M Program.

With respect to each Individual Property listed on Schedule VII hereof, Borrower shall cause Mortgage Borrower to have each such Individual Property tested for the presence of asbestos-containing materials (“ACMs”) by an assessment firm acceptable to Lender in all respects and if such assessment firm recommends remediation of any ACM present at such Individual Property, Borrower shall cause Mortgage Borrower to enter into a contract with a licensed industrial hygienist to develop a fully documented O&M Program which Borrower shall submit within ninety (90) days of the date hereof to Lender for its approval. Borrower further covenants and agrees to cause Mortgage Borrower to implement and follow the terms and conditions of such O&M Program during the term of the Loan, including any extension or renewal thereof. Lender’s requirement that Borrower cause Mortgage Borrower to develop and

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comply with the O&M Program shall not be deemed to constitute a waiver or modification of any of Borrower’s covenants and agreements with respect to Hazardous Materials or Environmental Laws.

5.1.28 Mortgage Loan Reserve Funds.

Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Loan Reserve Funds as more particularly set forth in Article VII of the Mortgage Loan Agreement and to perform and comply with all the terms and provisions relating thereto.

5.1.29 Notices.

Borrower shall give notice, or cause notice to be given, to Lender promptly upon the occurrence of any Mortgage Loan Event of Default.

5.1.30 Special Distributions.

On each date on which amounts are required to be disbursed to Lender pursuant to Article 3 of the Mortgage Loan Agreement, Borrower shall exercise its rights under the Organizational Documents of each Mortgage Borrower to cause Mortgage Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed pursuant to Article 3 of the Mortgage Loan Agreement.

5.1.31 Mortgage Borrower Covenants.

Borrower shall cause Mortgage Borrower to comply with all obligations with which Mortgage Borrower has covenanted to comply under the Mortgage Loan Agreement and all other Mortgage Loan Documents (including, without limitation, those certain covenants regarding the maintenance of the Mortgage Interest Rate Cap Agreement and affirmative and negative covenants set forth in the Mortgage Loan Agreement) whether the Mortgage Loan has been repaid or the related Mortgage Loan Document has been otherwise terminated, unless otherwise consented to in writing by Lender. Borrower shall cause Mortgage Borrower to promptly notify Lender of all notices of a material nature received by Mortgage Borrower under or in connection with the Mortgage Loan, including, without limitation, any notice by the Mortgage Lender to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed or observed, and deliver to Lender a true copy of each such notice, together with any other material consents, material notices, material requests or other material written correspondence between Mortgage Borrower and Mortgage Lender with respect to any material matters.

Section 5.2 Negative Covenants.

From the date hereof until payment in full of the Debt or the earlier release in full of Lender’s Lien on the Collateral in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following:

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5.2.1 Liens.

Borrower shall not permit or cause Mortgage Borrower to create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or permit any such action to be taken, except for Permitted Encumbrances. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceedings, promptly initiated and conducted in good faith and with due diligence, any Environmental Lien or mechanics’, materialmen’s or contractors’ Lien and the amount or validity or application in whole or in part of any amounts due to such mechanics, materialmen or contractors, provided (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall not violate the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Individual Property, (iii) such proceeding shall be permitted under and be conducted in accordance with the provisions of the Operating Lease or of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) neither the Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such proceeding, (v) Borrower shall have deposited with Lender adequate reserves for the payment of such amounts, together with all interest and penalties thereon, unless Borrower has paid all of such amounts under protest, and (vi) Borrower shall have furnished the security as may be required in such proceeding, to insure the payment of any amounts due, together with all interest and penalties thereon. Lender may apply any such reserves held by Lender at any time when the Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be an imminent danger of the Lien of the related Security Instrument being primed by any related Lien.

5.2.2 Dissolution.

Borrower shall not (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower except to the extent expressly permitted by the Loan Documents, (c) except as expressly permitted under the Loan Documents, modify, amend, waive or terminate its Organizational Documents or its qualification and good standing in any jurisdiction or (d) cause the Principal or Mortgage Borrower to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which the Principal or Mortgage Borrower would be dissolved, wound up or liquidated in whole or in part, or (ii) except as expressly permitted under the Loan Documents, amend, modify, waive or terminate the certificate of incorporation, bylaws or similar Organizational Documents of the Principal or the Organizational Documents of Mortgage Borrower, in each case, without obtaining the prior written consent of Lender. Nothing contained in this Section 5.2.2 is intended to expand the rights of Borrower contained in Section 5.2.10 hereof.

5.2.3 Change In Business.

Borrower shall not enter into any line of business other than the ownership of the Collateral, or make any material change in the scope or nature of its business purposes, or undertake or participate in activities other than the continuance of its present business.

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Borrower shall not permit or cause Mortgage Borrower to enter into any line of business other than the ownership and operation of the Properties (e.g. fitness center, spa facilities, or restaurant) or make any material change in the scope or nature of its business objectives, purposes or operations or undertake or participate in activities other than the continuance of its present business.

5.2.4 Debt Cancellation.

Borrower shall not cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business. In addition, Borrower shall not permit or cause Mortgage Borrower to cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance with the Mortgage Loan Agreement) owed to Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s business.

5.2.5 Zoning.

Borrower shall not permit or cause Mortgage Borrower to initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other Applicable Law, without the prior written consent of Lender.

5.2.6 No Joint Assessment.

Borrower shall not cause or permit Mortgage Borrower to suffer, permit or initiate the joint assessment of any Individual Property with (a) any other real property constituting a tax lot separate from such Individual Property, or (b) any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the Lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such Individual Property.

5.2.7 Name, Identity, Structure, or Principal Place of Business.

Borrower shall not, and shall not permit any Loan Party to, change its name, identity (including its trade name or names), or principal place of business set forth in the introductory paragraph of this Agreement, without, in each case, first giving Lender thirty (30) days prior written notice. Borrower shall not change its corporate, partnership or other structure, or the place of its organization as set forth in Section 4.1.35, without, in each case, the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Property as a result of such change of principal place of business or place of organization.

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5.2.8 ERISA.

(a) During the term of the Loan or of any obligation or right hereunder, neither Borrower nor Operating Tenant nor any Loan Party shall be a Plan and none of the assets of Borrower or Operating Tenant or any Loan Party shall constitute Plan Assets.

(b) Borrower further covenants and agrees to deliver, and to cause Operating Tenant to deliver, to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, and represents and covenants that (A) neither Operating Tenant nor any Loan Party is, and neither Operating Tenant nor any Loan Party maintains, an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (B) neither Operating Tenant nor any nor any Loan Party is subject to State statutes regulating investments and fiduciary obligations with respect to governmental plans; and (C) one or more of the following circumstances is true:

(i) Equity interests in Operating Tenant or such Loan Party are publicly offered securities, within the meaning of 29 C.F.R. §2510.3 101(b)(2);

(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Operating Tenant or such Loan Party are held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3 101(f)(2); or

(iii) Operating Tenant or such Loan Party qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3-101(c) or (e).

5.2.9 Affiliate Transactions.

(a) Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower, Principal or any of the partners of Borrower or Principal except in the ordinary course of business and on terms no less favorable to Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party.

(b) Except in connection with payments made to Manager pursuant to and in accordance with the Subordination of Management Agreement, no Loan Party shall pay, or permit the payment of, development fees, management fees, brokerage or leasing fees or commissions or any other compensation of any form whatsoever to any Loan Party or any direct or indirect partner, member, shareholder or Affiliate thereof, or request disbursement of funds from Lender or Mortgage Lender for such purpose, without the prior written consent of Lender. Any contracts or agreements relating to the Property in any manner between or among any Loan Party and any other Loan Party or their respective direct or indirect partners, members, shareholders or Affiliates, including the Management Agreement and any other agreement specifically related to the Property, the Collateral or any Loan Party (collectively, the “Affiliate Agreements”) shall be made on an arm’s-length basis and shall be subject to the prior written approval of Lender; and the

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parties to each Affiliate Agreement shall acknowledge and agree that such agreement is terminable by Mortgage Borrower or Lender immediately upon notice, without the payment of any fee, penalty, premium or liability for future or accrued liabilities or obligations, if an Event of Default shall have occurred and be continuing. Following an Event of Default, if requested by Lender in writing, Borrower shall, or shall cause the applicable Loan Party to, terminate any existing Affiliate Agreement specified by Lender within five (5) days after delivery of Lender’s request without payment of any penalty, premium, termination fee or any other amount which might be due and payable under such Affiliate Agreement. If such Affiliate Agreement is not terminated in accordance with the immediately preceding sentence, Lender shall have the right, and Borrower hereby irrevocably authorizes Lender and irrevocably appoints Lender as Borrower’s attorney-in-fact coupled with an interest, at Lender’s sole option, to terminate such Affiliate Agreement on behalf of and in the name of the applicable Loan Party, and Borrower hereby releases and waives any claims against Lender arising out of Lender’s exercise of such authority. Upon request of Lender, Borrower shall provide Lender with a summary of the terms of, or copies of, such agreements.

5.2.10 Transfers.

(a) Borrower shall not sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) any Individual Property, the Collateral or any part thereof or any legal or beneficial interest therein or permit a Sale or Pledge of an interest in any Restricted Party (collectively, a “Transfer”), other than Permitted Encumbrances, pursuant to pledges under the Mezzanine Loan, Leases of space in the Improvements to tenants in accordance with the provisions of Section 5.1.17 hereof or a release or substitution of an Individual Property in accordance with the provisions of Section 2.5 or 2.6 hereof, without (i) the prior written consent of Lender and (ii) if a Securitization has occurred, delivery to Lender of a Rating Confirmation.

(b) A Transfer shall include, but not be limited to: (i) an installment sales agreement wherein Borrower agrees to sell one or more Individual Properties, the Collateral or any part thereof for a price to be paid in installments; (ii) except as specifically permitted hereunder, an agreement by Mortgage Borrower leasing all or a substantial part of any Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of

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a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of the Manager (including, without limitation, an Affiliated Manager) other than in accordance with the Mortgage Loan Agreement and Section 5.1.18 hereof, or (viii) any deed-in-lieu or consensual foreclosure relating to any Individual Property with or for the benefit of Mortgage Lender or any Affiliate thereof.

(c) Notwithstanding the provisions of Sections 5.2.10(a) and (b), the following transfers shall not be deemed to be a Transfer: (i) a transfer by devise or descent or by operation of law upon the death of a member, partner or shareholder of a Restricted Party (other than Mortgage Borrower or Borrower) or a Restricted Party (other than Mortgage Borrower or Borrower) itself; (ii) the Sale or Pledge, in one or a series of transactions, of not more than forty-nine percent (49%) of the stock in a Restricted Party other than Mortgage Borrower or Borrower; provided, however, no such transfers shall result in the change of voting control in the Restricted Party, and as a condition to each such transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer and the identity of the proposed transferee; (iii) the Sale or Pledge, in one or a series of transactions, of not more than forty-nine percent (49%) of the limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party other than Mortgage Borrower or Borrower; provided, however, as a condition to each such transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer; (iv) the pledge of any interest in Borrower in connection with the Mezzanine Loan and the exercise of any rights or remedies Mezzanine Lender may have under the Mezzanine Loan Documents, as applicable; and (v) the sale, transfer or issuance of shares of stock in the REIT provided such shares of stock are listed on the New York Stock Exchange or such other nationally recognized stock exchange and provided the REIT complies with the provisions of Section 5.3 hereof.

(d) Notwithstanding anything to the contrary contained in this Section 5.2.10, the REIT must continue to be the sole general partner of, and control, the Operating Partnership and the Operating Partnership must continue to control Mortgage Borrower and own, directly or indirectly, at least a 100% interest in Mortgage Borrower.

(e) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer in violation of this Section 5.2.10. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer. Notwithstanding anything to the contrary contained in this Section 5.2.10, (a) no transfer (whether or not such transfer shall constitute a Transfer) shall be made to any Prohibited Person, (b) in the event of any

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transfer (whether or not such transfer shall constitute a Transfer, other than transfers of shares of stock in the REIT, provided that such shares of stock are listed on the New York Stock Exchange or such other nationally recognized stock exchange and provided the REIT complies with the requirements of Section 5.3 hereof), results in any Person and its Affiliates owning in excess of ten percent (10%) of the ownership interest in a Restricted Party Borrower shall provide to Lender, not less than thirty (30) days prior to such transfer, the name and identity of each proposed transferee, together with the names of its controlling principals, the social security number or employee identification number of such transferee and controlling principals, and such transferee’s and controlling principal’s home address or principal place of business, and home or business telephone number, and (c) in the event any transfer (whether or not such transfer shall constitute a Transfer), results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interest in a Restricted Party, Borrower shall, prior to such transfer, deliver an updated Insolvency Opinion to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

(f) Notwithstanding the foregoing, Borrower shall have the right to permit or cause Mortgage Borrower to transfer Personal Property to the Operating Tenant pursuant to Section 22.2 of the Operating Lease provided that (i) Borrower delivers to Lender an Officer’s Certificate certifying that the FF&E Limitation has been exceeded, (ii) the purchase price and value of the Personal Property transferred shall be the minimum amount necessary to comply with the FF&E Limitation, (iii) the Operating Tenant shall confirm that the Personal Property transferred to it is subject to the Operating Lease Security Agreement, (v) Borrower shall cause Mortgage Borrower to assign and pledge any FF&E Note and related security agreement and security interest to Mortgage Lender as additional security for the Debt and take all action as may be necessary to effect and perfect such assignment and security interest.

(g) Borrower may, without Lender’s consent, permit or cause Mortgage Borrower to grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or other purposes (which may include amendments to existing reciprocal easement agreements), provided that no such encumbrance or amendment set forth in this Section 5.2.10(g) shall materially impair the utility, operation and use of the applicable Individual Property or otherwise have a material adverse effect on the value of the Individual Property or on the financial condition or business of Borrower. In connection with any such grant permitted pursuant to this Section 5.2.10(g), Borrower shall cause Mortgage Borrower to deliver to Lender (a) twenty (20) days prior written notice thereof; (b) a copy of the instrument or instruments of such grant; (c) an Officer’s Certificate stating that such grant does not materially impair the utility, operation and use of the Property or have a material adverse effect on the value of the Property or the financial condition or business of Borrower, Mortgage Borrower or the condition or ownership of the Property; (d) copies of all documents and deliveries required under of the Mortgage Loan Agreement with respect to such grants, and (e) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses incurred in connection with such grant.

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(h) Notwithstanding the foregoing, Lender’s consent shall not be required in connection with Mortgage Borrower entering into any Permitted Equipment Financing arrangements, provided Lender has received prior written notification of Mortgage Borrower’s intent to enter into such Permitted Equipment Financing.

5.2.11 Limitation on Securities Issuances.

Borrower shall not issue any limited liability company interests or other securities other than those that have been issued as of the date hereof.

5.2.12 Distributions.

(a) Any and all dividends, including capital dividends, stock or liquidating dividends, distributions of property, redemptions or other distributions made by Mortgage Borrower on or in respect of any interests in Mortgage Borrower, and any and all cash and other property received in payment of the principal of or in redemption of or in exchange for any such interests (collectively, the “Distributions”), shall become part of the Collateral. Notwithstanding the foregoing, Lender expressly agrees that Borrower shall be permitted to distribute to its direct equity holders any Distributions Borrower receives only upon the express condition that no Event of Default has occurred and is continuing under the Loan.

(b) If any Distributions shall be received by Borrower or any Affiliate of Borrower after the occurrence and during the continuance of an Event of Default, Borrower shall hold, or shall cause the same to be held, in trust for the benefit of Lender. Any and all revenue derived from the Properties paid directly by tenants, subtenants or occupants of the Properties shall be held and applied in accordance with the terms and provisions of the Mortgage Loan Agreement.

5.2.13 Refinancing or Prepayment of the Mortgage Loan.

Neither Borrower nor Mortgage Borrower shall be required to obtain the consent of Lender to refinance the Mortgage Loan, provided that the Loan shall have been (or shall simultaneously be) paid in full in accordance with the terms of this Agreement (including any prepayment premiums and other amounts due and payable to Lender under the Loan Documents). Borrower shall cause Mortgage Borrower to obtain the prior written consent of Lender to enter into any other refinancing of the Mortgage Loan.

5.2.14 Acquisition of the Mortgage Loan.

(a) No Loan Party, Guarantor or any Affiliate of any of them or any Person acting at any such Person’s request or direction, shall acquire or agree to acquire the lender’s interest in the Mortgage Loan, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the holder of the Mortgage Loan, via purchase, transfer, exchange or otherwise, and any breach or attempted breach of this provision shall constitute an Event of Default hereunder. If, solely by operation of applicable subrogation law, Borrower shall have failed to comply with the foregoing, then Borrower: (i) shall promptly notify Lender of such failure; (ii) shall cause any and

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all such prohibited parties acquiring any interest in the Mortgage Loan Documents: (A) not to enforce the Mortgage Loan Documents; and (B) upon the request of Lender, to the extent any of such prohibited parties has or have the power or authority to do so, to promptly: (1) cancel the promissory note evidencing the Mortgage Loan, (2) reconvey and release the Lien securing the Mortgage Loan and any other collateral under the Mortgage Loan Documents, and (3) discontinue and terminate any enforcement proceeding(s) under the Mortgage Loan Documents.

(b) Lender shall have the right at any time to acquire all or any portion of the Mortgage Loan or any interest in any holder of, or participant in, the Mortgage Loan without notice or consent of Borrower or any other Loan Party, in which event Lender shall have and may exercise all rights of Mortgage Lender thereunder (to the extent of its interest), including the right (i) to declare that the Mortgage Loan is in default and (ii) to accelerate the Mortgage Loan indebtedness, in accordance with the terms thereof and (iii) to pursue all remedies against any obligor under the Mortgage Loan Documents. In addition, Borrower hereby expressly agrees that any claims, counterclaims, defenses, offsets, deductions or reductions of any kind which Mortgage Borrower or any other Person may have against Mortgage Lender relating to or arising out of the Mortgage Loan shall be the personal obligation of Mortgage Lender, and in no event shall Mortgage Borrower be entitled to bring, pursue or raise any such claims, counterclaims, defenses, offsets, deductions or reductions against Lender or any Affiliate of Lender or any other Person as the successor holder of the Mortgage Loan or any interest therein, provided that Mortgage Borrower may seek specific performance of its contractual rights under the Mortgage Loan Documents.

5.2.15 Material Agreements.

(a) Borrower shall not, and shall not permit any Loan Party to, enter into any Material Agreement without the consent of Lender not to be unreasonably withheld or delayed. Lender may condition its consent upon Mortgage Borrower also obtaining the consent of the Senior Lender, if applicable. Upon the request of Lender with respect to Material Agreements, Borrower shall use its commercially reasonable efforts, or shall use its commercially reasonable efforts to cause the applicable Loan Party to, deliver to Lender a recognition agreement from such service or material provider in form and substance reasonably satisfactory to Lender, among other things, providing for such Person’s continued performance should Lender become the owner of the Collateral.

(b) Except as specifically set forth herein, Borrower will not, and will not permit or cause any Loan Party to, amend, modify, supplement, rescind or terminate any Material Agreement, without Lender’s approval, which such approval shall not be unreasonably withheld or delayed, including the identity of the party to perform services under such agreement.

(c) Borrower shall and shall cause each Loan Party, as applicable, to observe and perform, in all material respects, each and every material term to be observed or performed by such Loan Party under the Material Agreements (except for termination of such Material Agreement which shall require Lender’s prior written approval as provided in Section 5.2.15(b) hereof).

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5.2.16 Permitted Transfer.

(a) Notwithstanding anything to the contrary contained in Section 5.2.10 hereof, in the event that Mortgage Borrower is permitted to transfer all of the Properties pursuant to Section 5.2.11 of the Mortgage Loan Agreement, Lender shall not unreasonably withhold its consent to a one-time sale, assignment, or other transfer of all of the Properties to a Permitted Transferee, provided that (x) Lender receives thirty (30) Business Days’ prior written notice of such transfer, (y) no Event of Default has occurred and is continuing under this Agreement, the Pledge Agreement, the Note or the other Loan Documents and (z) upon the satisfaction of such conditions as may be imposed by Lender, which may include, but shall not be limited to, the following matters:

(i) Borrower or such Permitted Transferee shall pay any and all reasonable out-of-pocket costs incurred in connection with the transfer (including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes);

(ii) Borrower shall cause Mortgage Borrower to satisfy the conditions set forth in Section 5.2.11 of the Mortgage Loan Agreement to the reasonable satisfaction of Lender (it being agreed that Lender shall have the same rights to approve such transfer as the Mortgage Lender has);

(iii) Borrower shall cause the transferee of the Properties to create a new parent company special purpose entity satisfying all of the requirements of Section 4.1.36 hereof which shall assume all of the obligations of the Borrower under the Loan (“New Borrower”), and shall own directly all of the Ownership Interests in the Permitted Transferee and, if the Permitted Transferee has a Principal, shall own directly all of the Ownership Interests in the Principal; the New Borrower shall be wholly owned and controlled directly by a Qualified Transferee and, if New Borrower has a Principal, such Principal shall be wholly owned and controlled directly by such Qualified Transferee, and, in addition, Lender shall be reasonably satisfied that such Qualified Transferee (1) is generally creditworthy and reputable, (2) is free from any pending or existing bankruptcy, reorganization or insolvency proceedings in which such party is the debtor, (3) is not, at the time of transfer or in the past, a litigant, plaintiff or defendant in any suit brought against or by Lender, (4) has not been found by a court of competent jurisdiction to have committed a crime, fraud or similar malfeasance, (5) has not been indicted for any crime, and (6) has experience and a track record in owning and operating facilities similar to the Property, in each such case of clauses (1) through (5) above, as reasonably determined by Lender based on a Lexis/Nexis or similar background search of each such Person and its Affiliates;

(iv) Borrower shall cause the New Borrower to execute and deliver a pledge agreement in substantially the same form as the Pledge Agreement in

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respect of the direct Ownership Interests in the New Borrower and Principal, if applicable (such interests shall otherwise comply with the requirements of the Loan Documents and be substantially identical in structure, form and substance as the Collateral delivered at closing of the Loan);

(v) Borrower shall cause the New Borrower to assume all of the obligations of Borrower arising from and after the transfer of the Note, this Agreement and the other Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement (the “Assumption Agreement”) in form and substance reasonably satisfactory to Lender and delivering such legal opinions as Lender may reasonably require;

(vi) The Qualified Transferee that owns and controls the Permitted Transferee or another entity satisfactory to Lender and the Rating Agencies (the “New Guarantor”) shall execute and deliver a Guaranty and an Environmental Indemnity in the same form and substance as the Guaranty and the Environmental Indemnity delivered in connection with the execution of this Agreement and otherwise reasonably satisfactory to Lender;

(vii) The New Borrower, the New Borrower’s Principal, if applicable, and the New Guarantor shall deliver all organizational documentation, which documentation shall be reasonably satisfactory to Lender, and shall deliver an opinion of counsel of the New Borrower covering the Assumption Agreement and any other documents executed by the New Borrower and the New Guarantor in connection therewith in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Borrower in connection with the execution of this Agreement;

(viii) The New Borrower shall deliver certificates and enter into agreements and covenants, or cause each of its Principals to deliver certificates and enter into agreements and covenants, which certificates, agreements and covenants shall be similar in nature to those delivered, executed or made by Borrower or Principal in connection with the execution of this Agreement relating to the single purpose, bankruptcy remote nature of the New Borrower and its Principals and the sufficient independence of the New Borrower and its managing principals to make the substantive consolidation of the bankruptcy of such parties unlikely, and the Permitted Transferee shall deliver opinions of counsel with respect to the foregoing rendered by an independent law firm reasonably satisfactory to Lender or (if a Securitization shall have occurred) the Rating Agencies;

(ix) The Properties shall be managed by a Qualified Manager pursuant to a Replacement Management Agreement following such transfer;

(x) The Properties shall be operated as first class full service hotels pursuant to Franchise Agreements or Replacement Franchise Agreements with a Qualified Franchisor;

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(xi) The Operating Leases shall have been terminated;

(xii) Lender shall receive evidence of insurance policies in the name of the Permitted Transferee and otherwise in compliance with the terms of this Agreement;

(xiii) If a Securitization shall have occurred, Borrower or the New Borrower shall deliver to Lender a Rating Confirmation;

(xiv) Borrower shall cause the New Borrower and the New Borrower’s Principal, if applicable, to authorize Lender to file such UCC Financing Statements required by Lender with respect to the substitute Collateral;

(xv) Borrower shall deliver, at its sole cost and expense, a UCC Insurance Policy insuring the new pledge agreement as a valid first lien on the Ownership Interest pledged thereunder and substantially identical to the UCC Insurance Policy delivered at the closing of the Loan;

(xvi) The Permitted Transferee shall receive an Owner’s Title Policy reasonably acceptable to Lender;

(xvii) Borrower shall cause the New Borrower to execute and deliver such other replacement loan and closing documents in substantially the same forms as the Loan Documents and such other closing documents as reasonably requested by Lender; and

(xviii) If the Mortgage Loan is outstanding, Lender shall have received written confirmation from Mortgage Lender that Mortgage Borrower has complied with all of the requirements of the Mortgage Loan Documents with respect to a transfer of all of the Properties.

Section 5.3 REIT.

The REIT shall cause its issued and outstanding shares of stock to be listed for public trading on the New York Stock Exchange or such other nationally recognized stock exchange throughout the term of the Loan.

VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1 Insurance.

(a) Borrower shall cause Mortgage Borrower to maintain at all times during the term of the Loan the insurance required under Section 6.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as an additional named insured under each of the insurance policies described in Section 6.1(a)(ii), (iii), (v), (ix), (xi) and (xii) of the Mortgage Loan Agreement as their interests may appear. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage Lender, as

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their interest may appear, under the insurance policies required under Section 6.1(a)(i), (iv), (vi), (vii), (viii) and (x) of the Mortgage Loan Agreement. Borrower shall also cause all insurance policies required under this Section 6.1 to provide for at least thirty (30) days prior notice to Lender in the event of policy cancellation or material changes. Not less than thirty (30) days prior to the expiration dates of the Policies (as such term is defined in the Security Instruments) theretofore furnished to Lender pursuant to the terms hereof, certified copies of the Policies marked “premium paid” or accompanied by evidence satisfactory to Lender of payment of the premiums due thereunder shall be delivered by Borrower to Lender; provided, however, that in the case of renewal Policies, Borrower may furnish Lender with binders therefor to be followed by the original Policies when issued.

(b) If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender shall have the right, without notice to Borrower (but subject to the last sentence of this Section 6.1(b)), to take such action, not otherwise prohibited under the Mortgage Loan Documents, as Lender reasonably deems necessary to protect its interest in the Collateral, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate, and all expenses incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and until paid shall be secured by the Pledge Agreement and shall bear interest at the Default Rate. Lender shall use commercially reasonable efforts to give Borrower simultaneous notice of any action taken by Lender pursuant to this Section 6.1(b); provided, however, that if Lender fails to deliver such notice, its rights and remedies under this Agreement shall not be impaired.

(c) For purposes of this Agreement, Lender shall have the same approval rights over the insurance referred to above (including, without limitation, the insurers, deductibles and coverages thereunder, as well as the right to require other reasonable insurance pursuant to Section 6.1(a)(xii) of the Mortgage Loan Agreement) as are provided in favor of the Mortgage Lender in the Mortgage Loan Agreement. All liability insurance provided for in the Mortgage Loan Agreement shall provide insurance with respect to the liabilities of both the Mortgage Borrower and the Borrower. The insurance policies delivered pursuant to the Mortgage Loan Agreement shall include endorsements of the type described in Section 6.1(e) thereof, but pursuant to which Lender shall have the same rights as the Mortgage Lender as referred to in such Section 6.1(e).

(d) In the event that the Mortgage Loan has been paid in full, except upon the occurrence and continuance of an Event of Default, Borrower shall permit Mortgage Borrower to settle any insurance or condemnation claims with respect to the insurance proceeds or condemnation awards which in the aggregate are less than or equal to the Threshold Amount (as defined in the Security Instruments) for the applicable Individual Property. Lender shall have the right to participate in and reasonably approve any settlement for insurance or condemnation claims with respect to the insurance proceeds or condemnation awards which in the aggregate are equal to or greater than the Threshold Amount for the applicable Individual Property. If an Event of Default shall have occurred and be continuing, Borrower hereby irrevocably empowers Lender, in the name of Mortgage Borrower as its true and lawful attorney-in-fact.

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Section 6.2 Casualty.

If an Individual Property shall sustain a Casualty, Borrower shall cause Mortgage Borrower to give prompt notice of such Casualty to Lender and, shall cause Mortgage Borrower to promptly commence and diligently prosecute to completion of the repair and restoration of such Individual Property as nearly as possible to the condition such Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender except as permitted by and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance, provided, however, that any Insurance Proceeds received by Lender in respect of such damage or destruction shall be made available to pay the costs of such Restoration at the time or times, and subject to satisfaction of the applicable conditions precedent, specified in Section 6.4 of the Mortgage Agreement.

Section 6.3 Condemnation.

Borrower shall cause Mortgage Borrower to give Lender prompt notice of any actual or threatened in writing Condemnation by any Governmental Authority of all or any part of any Individual Property and shall cause Mortgage Borrower to deliver to Lender a copy of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time cause Mortgage Borrower to deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, cause Mortgage Borrower to diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement.

Section 6.4 Restoration.

(a) Borrower shall, or shall cause Mortgage Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 6.4 of the Mortgage Loan Agreement in connection with a restoration of the Property after a Casualty or Condemnation. If any insurance proceeds or condemnation awards are to be disbursed by Mortgage Lender for restoration, Borrower shall deliver or cause to be delivered to Lender copies of all material written correspondence delivered to and received from Mortgage Lender that relates to the restoration and release of the insurance proceeds or condemnation awards.

(b) Notwithstanding any provision in this Agreement to the contrary, all insurance proceeds and condemnation award will be made available to Mortgage Borrower in accordance with the Mortgage Loan Agreement. In the event the Mortgage Loan has been paid in full and Lender receives any insurance proceeds or condemnation award, Lender shall either apply such proceeds to the Debt or for the restoration of the applicable Individual Property in accordance with the same terms and conditions contained in Section 6.4 of the Mortgage Loan Agreement.

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Section 6.5 Rights of Lender.

For purposes of this Article 6, Borrower shall obtain the approval of Lender for each matter requiring the approval of Mortgage Lender under the provisions of Sections 6.4 of the Mortgage Loan Agreement, with each reference in any such provisions to the “Loan” to include the Mortgage Loan and the Loan, and the reference in any such provisions to the “Maturity Date” to mean the Maturity Date, as defined herein. If the Mortgage Lender does not require the deposit by the Mortgage Borrower of the “Proceeds Deficiency” pursuant to Section 6.4(b)(vii) of the Mortgage Loan Agreement, Lender shall have the right to demand that Borrower make a deposit of said “Proceeds Deficiency” in accordance with the terms of such Section (as if each reference therein to “Borrower” and “Lender” referred to Borrower and Lender, respectively).

VII. RESERVE FUNDS

Section 7.1 Required Repair Funds.

(a) Borrower shall, or shall cause Mortgage Borrower to, perform the Required Repairs in accordance with all of the terms and conditions set forth in Section 7.1 of the Mortgage Loan Agreement.

(b) In the event (i) Mortgage Lender waives the requirement of Mortgage Borrower to maintain a Required Repair Escrow Fund (or to make deposits therein) pursuant to the terms of Section 7.1 of the Mortgage Loan Agreement or (ii) the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain an escrow that would operate in the same way as the Required Repair Escrow Fund described in Section 7.1 of the Mortgage Loan Agreement.

Section 7.2 Tax and Insurance Escrow Fund.

(a) Borrower shall cause Mortgage Borrower to comply with all of the terms and conditions set forth in Section 7.2 of the Mortgage Loan Agreement.

(b) In the event (i) Mortgage Lender waives the requirement of Mortgage Borrower to maintain a Tax and Insurance Escrow Fund (or to make deposits therein) pursuant to the terms of Section 7.2 of the Mortgage Loan Agreement or (ii) the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain an escrow that would operate in the same way as the Tax and Insurance Escrow Fund described in Section 7.2 of the Mortgage Loan Agreement.

Section 7.3 Replacements and Replacement Reserve.

(a) Borrower shall cause Mortgage Borrower to comply with all of the terms and conditions set forth in Section 7.3 of the Mortgage Loan Agreement.

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(b) In the event (i) Mortgage Lender waives the requirement of Mortgage Borrower to maintain any Replacement Reserve Fund (or to make deposits therein) pursuant to the terms of Section 7.3 of the Mortgage Loan Agreement or (ii) the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain an escrow that would operate in the same way as the applicable Replacement Reserve Fund described in Section 7.3 of the Mortgage Loan Agreement.

Section 7.4 Intentionally Deleted.

Section 7.5 Intentionally Deleted.

Section 7.6 Ground Lease Escrow Fund.

(a) Borrower shall cause Mortgage Borrower to comply with all of the terms and conditions set forth in Section 7.6 of the Mortgage Loan Agreement.

(b) In the event (i) Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Ground Lease Reserve Fund (or to make deposits therein) pursuant to the terms of Section 7.6 of the Mortgage Loan Agreement or (ii) the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain an escrow that would operate in the same way as the Ground Lease Reserve Fund described in Section 7.6 of the Mortgage Loan Agreement.

Section 7.7 Reserve Funds, Generally.

(a) In the event that Mortgage Borrower is no longer required to deposit the Reserve Funds and/or maintain the Accounts required under and pursuant to the Mortgage Loan Agreement, Borrower and Lender shall promptly enter into a property Account agreement substantially in the same forms as the Property Account Agreement, for the benefit of Lender, or agree to modify any Property Account and/or lockbox agreement with Lender existing at such time, for the purpose of covering deposits to the required reserve accounts substantially similar to the Article 3 of the Mortgage Loan Agreement.

(b) In the event that Lender requires the Account to be maintained pursuant to this Article 7, (i) Lender agrees that it will have the same rights and obligations with respect to such Accounts that Mortgage Lender would have with the corresponding Mortgage Reserve Account pursuant to the Mortgage Loan Agreement and (ii) such Accounts shall be maintained, held, applied and disbursed on substantially the same terms and conditions applicable to the corresponding Mortgage Reserve Account.

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VIII. DEFAULTS

Section 8.1 Event of Default.

(a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (i) Borrower shall fail to make any payment of interest or principal or default interest required hereunder or the monthly escrow or reserve deposits required hereunder or under the other Loan Documents, and such failure shall continue for more than three (3) days from the date such payment was due, (ii) the late charges required under Section 2.2.6 hereof are not paid when due or (iii) any portion of the Debt is not paid on the Maturity Date;

(ii) if any of the Taxes or Other Charges are not paid on or before the date that they shall become delinquent, subject to Borrower’s right to contest Taxes in accordance with Section 5.1.2 hereof, except to the extent sums sufficient to pay such Taxes and Other Charges have been deposited with Mortgage Lender in accordance with the terms of the Mortgage Loan Agreement or with Lender in accordance with Article 3 hereof;

(iii) if the Policies are not kept in full force and effect;

(iv) if Borrower transfers or encumbers any portion of any of the Collateral in violation of the provisions hereof or the Pledge Agreement or if any Transfer prohibited under Section 5.2.10 occurs;

(v) if any representation or warranty made by Borrower, Principal, or Guarantor herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made;

(vi) if Borrower, Mortgage Borrower, Principal, or Guarantor shall make an assignment for the benefit of creditors;

(vii) if a receiver, liquidator or trustee shall be appointed for Borrower, Mortgage Borrower, Principal, Guarantor or any other Guarantor under any guarantee issued in connection with the Loan or if Borrower, Mortgage Borrower, Principal, Guarantor or such other Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code, or any similar federal or State law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Mortgage Borrower, Principal, Guarantor or such other Guarantor, or if any proceeding for the dissolution or liquidation of Borrower, Mortgage Borrower, Principal, Guarantor or such other Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Mortgage Borrower, Principal, Guarantor or such other Guarantor, upon the same not being discharged, stayed or dismissed within sixty (60) days;

(viii) if Borrower assigns its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

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(ix) if Borrower breaches any of its respective negative covenants contained in Section 5.2.2, 5.2.3, 5.2.4, 5.2.7 or 5.2.8 hereof;

(x) if a material default has occurred and continues beyond any applicable cure period under the Management Agreement (or any Replacement Management Agreement) if such default permits the Manager thereunder to terminate or cancel the Management Agreement (or any Replacement Management Agreement);

(xi) if Borrower or Principal violates or does not comply with any of the provisions of Section 4.1.36 hereof in any material respect;

(xii) if the Collateral becomes subject to any Lien (other than Liens created by the Loan Documents) and, subject to Section 5.2.1 hereof, the Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of sixty (60) days;

(xiii) if any Individual Property becomes subject to any mechanic’s, materialman’s or other Lien other than a Lien for local real estate taxes and assessments not then due and payable and, subject to Section 5.2.1 hereof, such Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of sixty (60) days;

(xiv) if any federal tax Lien or state or local income tax Lien is filed against Borrower, Mortgage Borrower, Principal, any Guarantor, any Individual Property or any Collateral and, subject to Section 5.1.2 hereof, the same is not discharged of record within thirty (30) days after same is filed;

(xv) (A) Borrower is a Plan or its assets constitute Plan Assets; or (B) Borrower consummates a transaction which would cause the Pledge Agreement or Lender’s exercise of its rights under the Pledge Agreement, the Note, this Agreement or the other Loan Documents to constitute a nonexempt prohibited transaction under ERISA or result in a violation of a State statute regulating governmental plans, subjecting Lender to liability for a violation of ERISA, the Code, a State statute or other similar law;

(xvi) if any default occurs under any guaranty or indemnity executed in connection herewith (including, without limitation, the Guaranty and the Environmental Indemnity) and such default continues after the expiration of applicable grace periods, if any;

(xvii) if Borrower shall be in default beyond applicable notice and grace periods under any pledge agreement or other security agreement covering any part of any portion of the Collateral whether it be superior or junior in lien to the Pledge Agreement;

(xviii) if the Interest Rate Cap Agreement is required to be delivered pursuant to Section 2.4 hereof and (i) Borrower fails to deliver the Interest Rate

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Cap Agreement and the related Assignment of Interest Rate Cap Agreement in accordance with the terms of Section 2.4 hereof, (ii) the Interest Rate Cap Agreement is terminated for any reason by Borrower or the Counterparty, or (iii) the Counterparty defaults in the performance of its monetary obligations under the Interest Rate Cap Agreement or (iv) the rating of the Counterparty is subject to any downgrade, withdrawal or qualification by an Rating Agency, and Borrower does not within thirty (30) Business Days (A) replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement in accordance with Section 2.4 hereof, and (B) deliver to Lender, in form and substance reasonably satisfactory to Lender (x) an Assignment of Interest Rate Cap (y) a recognition letter from the Counterparty thereto acknowledging the assignment of the Replacement Interest Rate Cap Agreement and (z) any other opinions or documents required pursuant to Section 2.4 hereof;

(xix) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xx) if Borrower shall permit or cause Mortgage Borrower to fail to pay the Ground Rent or any additional rent or other charge mentioned in or made payable by any Ground Lease when said rent or other charge is due and payable, after the expiration of any applicable grace or cure period;

(xxi) if there shall occur any default by Mortgage Borrower, as tenant under any Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of Mortgage Borrower to be observed or performed and said default is not cured following the expiration of any applicable grace and notice periods therein provided, or if the leasehold estate created by such Ground Lease shall be surrendered or if such Ground Lease shall cease to be in full force and effect or such Ground Lease shall be terminated or canceled for any reason or under any circumstances whatsoever, or if any of the terms, covenants or conditions of such Ground Lease shall in any manner be modified, changed, supplemented, altered, or amended without the consent of Lender;

(xxii) if any of the assumptions contained in the Insolvency Opinion, or in any other “non-consolidation” opinion delivered to Lender in connection with the Loan, or in any other “non-consolidation” opinion delivered subsequent to the closing of the Loan, is, or becomes untrue in any material respect;

(xxiii) if a default has occurred and continues beyond any applicable notice and cure period under the Franchise Agreement, and such default permits a party to terminate or cancel the Franchise Agreement and Mortgage Borrower has not entered into a Replacement Franchise Agreement pursuant to Section 5.1.21 hereof;

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(xxiv) if Mortgage Borrower ceases to operate a hotel on any Individual Property or terminates such business for any reason whatsoever (other than temporary cessation in connection with any renovations to an Individual Property or restoration of the Individual Property after Casualty or Condemnation);

(xxv) if Borrower causes or permits Mortgage Borrower to terminate or cancel the Franchise Agreement, or the Franchise Agreement expires pursuant to its terms, and, in either case, Mortgage Borrower has not entered into a Replacement Franchise Agreement pursuant to Section 5.1.21 hereof, or operates the Property under the name of any franchisor or hotel chain or system other than that of a Qualified Franchisor without Lender’s prior written consent;

(xxvi) if there shall be default under the Security Instruments or any of the other Loan Documents beyond any applicable notice and cure periods contained in such documents, whether as to Borrower or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xxvii) if there shall occur any default by the Operating Tenant, as lessee under the Operating Lease, in the observance or performance of any term, covenant or condition of the Operating Lease on the part of the Operating Tenant to be observed or performed, and said default is not cured prior to the expiration of any applicable grace period therein provided, or if any one or more of the events referred to in the Operating Lease shall occur which would cause the Operating Lease to terminate without notice or action by the landlord thereunder or which would entitle the landlord to terminate the Operating Lease (except with respect to such defaults for which Borrower may expressly terminate the Operating Lease under Section 5.1.24 hereof) and the term thereof by giving notice to the Operating Tenant, as tenant thereunder, or there shall be a sale, pledge or encumbrance of the Operating Lease by Operating Tenant, or if the Operating Lease expires pursuant to its terms or if any default occurs under the Subordination Agreement made between Operating Tenant and Lender dated as of the date hereof and such default continues after the expiration of applicable notice and grace periods, if any, and under any of the foregoing circumstances the Operating Lease is not replaced within thirty (30) days with a Replacement Operating Lease in accordance with the terms and conditions of Section 5.1.24 hereof), or if the leasehold estate created by the Operating Lease shall be surrendered or the Operating Lease shall be terminated or cancelled for any reason or under any circumstances whatsoever and is not replaced within thirty (30) days with a Replacement Operating Lease in accordance with the terms and conditions of Section 5.1.24 hereof, or if any of the terms, covenants or conditions of the Operating Lease shall in any manner be modified, changed, supplemented, altered, or amended, other than in accordance with Section 5.1.24 hereof;

(xxviii) any assignment, subletting, conveyance, mortgage, pledge or other encumbrance or transfer of the Operating Tenant’s leasehold interest in Operating

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Lease (other than as permitted thereunder without the Borrower’s consent) without (to the extent required hereunder) Lender’s prior written consent and a Rating Confirmation;

(xxix) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xxviii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such 30 day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days;

(xxx) if there shall be a default under the Pledge Agreement or any of the other Loan Documents beyond any applicable notice and cure periods contained in such documents, whether as to Borrower or the Collateral, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xxxi) the Liens created pursuant to any Loan Document shall cease to be a fully enforceable first priority security interest; or

(xxxii) a Mortgage Loan Event of Default shall occur, and shall not have been waived or settled by Mortgage Lender or cured by Mortgage Borrower, or if Mortgage Borrower enters into or otherwise suffers or permits any amendment, waiver, supplement, termination, extension, renewal, replacement or other modification of any Mortgage Loan Document without the prior written consent of Lender.

(b) Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, and to the extent permitted by Applicable Law, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and the Collateral and any Individual Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and any or all of the Collateral and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code against Borrower and any or all of the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon the occurrence and continuance of any Event of Default described in clauses (vi) or (vii) above, the Debt

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and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2 Remedies.

(a) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, to the extent permitted by Applicable Law, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by Applicable Law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by Applicable Law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing, to the extent permitted by Applicable Law, all Liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to the Collateral for the satisfaction of any of the Debt in preference or priority, and Lender may seek satisfaction out of the Collateral or any other Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, to the extent permitted by Applicable Law, Lender shall have the right from time to time to partially foreclose upon the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Pledge Agreement as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral shall remain subject to the Pledge Agreement to secure payment of sums secured by the Pledge Agreement and not previously recovered.

(c) Lender shall have the right, from time to time, to sever the Note and the other Loan Documents into one or more separate notes, pledges and other security

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documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until five (5) Business Days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date.

(d) Any amounts recovered from the Collateral after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

Section 8.3 Right to Cure Defaults.

Upon the occurrence and during the continuance of any Event of Default, Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder, make any payment or do any act required of Borrower hereunder in such manner and to such extent as Lender may deem necessary to protect the security hereof. Lender is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 8.3, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses paid by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after notice from Lender that such cost or expense was incurred to the date of payment to Lender. All such costs and expenses paid by Lender together with interest thereon calculated at the Default Rate, as the case may be, shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Section 8.4 Remedies Cumulative; Waivers.

To the extent permitted by Applicable Law, the rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. To the extent permitted by Applicable

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Law, Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. To the extent permitted by Applicable Law, no delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one or more Defaults or Events of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

Section 8.5 Power of Attorney.

For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this Section 8, Borrower hereby irrevocably appoints the Lender as its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this subsection in the name and on behalf of Borrower. This power of attorney is a power coupled with an interest and cannot be revoked.

IX. SPECIAL PROVISIONS

Section 9.1 Sale of Notes and Securitization

Lender may, at any time, sell, transfer, pledge or assign the Note, this Agreement, the Pledge Agreement and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage pass-through certificates or other securities (the “Securities”) evidencing a beneficial interest in a rated or unrated public offering or private placement (a “Securitization”). At the request of the holder of the Note and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall cooperate with Lender to satisfy the market standards to which the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with a Securitization or the sale of the Note or the participations or Securities, including, without limitation, to:

(a) (i) provide such financial and other information with respect to the Collateral, the Properties, Borrower, Mortgage Borrower, Guarantor, the REIT, Operating Tenant, and the Manager, (ii) provide budgets relating to the Properties and (iii) to perform or permit or cause to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Properties, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the “Provided Information”), together, if customary, with appropriate verification and/or consents of the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies;

(b) if required by the Rating Agencies, deliver (i) a revised Insolvency Opinion, (ii) revised opinions of counsel as to due execution and enforceability with

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respect to the Collateral, Borrower, Guarantor, Principal, and Operating Tenant and the Loan Documents, and (iii) revised organizational documents for Borrower, Guarantor, and Principal, and Operating Tenant (including, without limitation, such revisions as are necessary to comply with the provisions of Section 4.1.36 hereof), which counsel, opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;

(c) execute such amendments to the Loan Documents and organizational documents as may be requested by the holder of the Note or the Rating Agencies or otherwise to effect the Securitization; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (except for modifications and amendments required to be made pursuant to Section (e) and (f) below), (i) change the interest rate, the stated maturity or the amortization of principal set forth in the Note, or (ii) modify or amend any other material term of the Loan;

(d) if Lender elects, in its sole discretion, prior to or upon a Securitization, to split the Loan into two or more parts, or the Note into multiple component notes or tranches which may have different interest rates, amortization payments, principal amounts, payment priorities, and maturities, Borrower agrees to cooperate with Lender in connection with the foregoing and to execute the required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or components may be assigned different interest rates, so long as the initial weighted average of such interest rates does not exceed the Applicable Interest Rate and the scheduled amortization payments do not exceed the Scheduled Amortization Payment;

(e) execute modifications to the Loan Documents changing the interest rate and/or the amortization payments for the Loan and the Mezzanine Loan, provided that the initial weighted average of the interest rate spreads for the Loan and the Mezzanine Loan after such modification shall not exceed the weighted average of the interest rate spreads for the Loan and the Mezzanine Loan immediately prior to such modification and the scheduled amortization payments after such modification will not exceed the Scheduled Amortization Payments, if any, due under the Loan Agreement and the Mezzanine Loan Agreement immediately prior to such modification and the scheduled amortization payments after such modification will not exceed the Scheduled Amortization Payments due under the Loan Agreement and Mezzanine Loan Agreement immediately prior to such modification. The Borrower shall also provide opinions and title insurance reasonably necessary to effectuate the same; and

(f) make such representations and warranties as of the closing date of the Securitization with respect to the Collateral, the Properties, Borrower, Mortgage Borrower, Principal, Operating Tenant, Guarantor, and the Loan Documents as are customarily provided in securitization transactions and as may be reasonably requested by the holder of the Note or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents.

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All third party costs and expenses and out-of-pocket expenses incurred by Lender in connection with this Section 9.1 and the Securitization shall be paid by Lender (except as otherwise expressly set forth herein). These shall include, but not be limited to, fees and disbursements of legal counsel, accountants, and other professionals retained by Lender and fees and expenses incurred for producing any offering documents or any other materials (including travel by Lender and its agents, design, printing, photograph and documents production costs). Solely for the purposes of this Section 9.1, Lender shall reimburse Borrower for all of its reasonable out-of-pocket costs and expenses, including the reasonable out-of-pocket fees and expenses of Borrower’s counsel in excess of $25,000 (it being understood that Borrower shall be responsible for paying up to $25,000 of such costs, fees and expenses), that Borrower incurs in connection with complying with a request made by Lender under this Section 9.1 in connection with a Securitization. Upon Lender’s request, Borrower shall deliver to Lender such evidence required by Lender demonstrating that Borrower has incurred such out-of-pocket costs, fees and expenses, including, delivery of bills and invoices reflecting such fees, costs and expenses. Notwithstanding the foregoing, the provisions of this paragraph shall in no way limit or affect any Borrower obligation to pay any costs expressly required to be paid by Borrower pursuant to any other Sections of this Agreement.

Section 9.2 Securitization Indemnification.

(a) Borrower and Guarantor understand that certain of the Provided Information may be included in disclosure documents in connection with the Securitization, including, without limitation, a prospectus supplement, private placement memorandum, offering circular or other offering document (each a “Disclosure Document”) and may also be included in filings (an “Exchange Act Filing”) with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to Investors or prospective Investors in the Securities, the Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower and Guarantor will cooperate with the holder of the Note in updating the Disclosure Document by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects with respect to Borrower, Guarantor, the Property and the Operating Tenant.

(b) Borrower and Guarantor agree to provide in connection with each of (i) a preliminary and a final private placement memorandum or (ii) a preliminary and final prospectus or prospectus supplement, as applicable, or (iii) collateral and structured term sheets or similar materials, an indemnification certificate (A) certifying that Borrower has carefully examined such memorandum or prospectus or term sheets, as applicable, solely with respect to the factual contents thereof related to the Loan, the Borrower, the Guarantor, the Operating Tenant, the REIT, the Manager, the Franchisor, the Property, the Collateral and the Provided Information and such sections (and any other sections reasonably requested) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (B) indemnifying Lender (and for purposes of this Section 9.2, Lender hereunder shall include its officers and

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directors), the Affiliate of Lehman Brothers Inc. (“Lehman”) that has filed the registration statement relating to the Securitization (the “Registration Statement”), each of its directors, each of its officers who have signed the Registration Statement and each Person who controls the Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Lehman Group”), and Lehman, each of its directors and each Person who controls Lehman within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the “Underwriter Group”) for any losses, claims, damages or liabilities (collectively, the “Liabilities”) to which Lender, the Lehman Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such sections described in clause (A) above (but solely with respect to the factual contents thereof relating to the Loan, the Borrower, the Guarantor, the Operating Tenant, the REIT, the Manager, the Franchisor, the Property, the Collateral and the Provided Information), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such sections or necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading and (C) agreeing to reimburse Lender, the Lehman Group and the Underwriter Group for any legal or other expenses reasonably incurred by Lender the Lehman Group and the Underwriter Group in connection with investigating or defending the Liabilities; provided, however, that Borrower will be liable in any such case under clauses (B) or (C) above only to the extent that any such Liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower in connection with the preparation of the memorandum or prospectus or in connection with the underwriting of the debt, including, without limitation, financial statements of Borrower, operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Property. This indemnification will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (B) and (C) above shall be effective whether or not an indemnification certificate described in (A) above is provided and shall be applicable based on information previously provided by Borrower or its Affiliates if Borrower does not provide the indemnification certificate.

(c) In connection with filings under the Exchange Act, Borrower and Guarantor agree to indemnify (i) Lender, the Lehman Group and the Underwriter Group for Liabilities to which Lender, the Lehman Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged omission to state in the Provided Information a material fact required to be stated in the Provided Information in order to make the statements in the Provided Information, in light of the circumstances under which they were made not misleading and (ii) reimburse Lender, the Lehman Group or the Underwriter Group for any reasonable legal or other expenses reasonably incurred by Lender, the Lehman Group or the Underwriter Group in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an indemnified party under this Section 9.2 of notice of the commencement of any action, such indemnified party will, if a claim in

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respect thereof is to be made against the indemnifying party under this Section 9.2, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which the indemnifying party may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the indemnifying party. In the event that any action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. The indemnifying party’s legal counsel shall control the defense of such action, except that no settlement or compromise shall be accepted or entered into which would bind any indemnified party unless such indemnified party has given its prior written consent thereto, which consent will not be unreasonably withheld. After notice from the indemnifying party to such indemnified party under this Section 9.2 the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. The indemnifying party shall not be liable for the expenses of more than one such separate counsel unless an indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another indemnified party. Prior to the occurrence and the continuance of an Event of Default, in the event that any indemnified party wishes to enter into a settlement agreement in connection with such action which would give rise to an indemnified obligation of the indemnifying party hereunder and such indemnifying party does not consent to such settlement agreement, such indemnified party agrees not to enter into such settlement agreement provided the indemnifying party delivers evidence reasonably satisfactory to such indemnified party that the indemnifying party shall be able to satisfy its indemnification obligations under this Section in the event a judgment is rendered against the indemnifying party with respect to such action. In such event, the indemnifying party shall pay or, at the indemnified party’s option, reimburse it for the reasonable fees and expenses of its legal counsel and other professionals.

(e) In order to provide for just and equitable contribution in circumstances in which the indemnifications provided for in Section 9.2(b) or (c) is or are for any reason held to be unenforceable by an indemnified party in respect of any Liabilities (or action in respect thereof) referred to therein which would otherwise be indemnifiable under Section 9.2(b) or (c), the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from

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any Person who was not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, the following factors shall be considered: (i) Lehman’s and Borrower’s relative knowledge and access to information concerning the matter with respect to which claim was asserted; (ii) the opportunity to correct and prevent any statement or omission; and (iii) any other equitable considerations appropriate in the circumstances. Lender, Borrower, and Guarantor hereby agree that it would not be equitable if the amount of such contribution were determined solely by pro rata or per capita allocation.

(f) The liabilities and obligations of Borrower, Guarantor and Lender under this Section 9.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Section 9.3 Servicer.

At the option of Lender or Agent, and at the Lender’s or Agent’s expense, the Loan may be serviced by a servicer/trustee (the “Servicer”) selected by Lender or Agent and Lender or Agent may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a servicing agreement (the “Servicing Agreement”) between Lender or Agent and Servicer.

Section 9.4 Exculpation.

(a) Except as otherwise provided herein, in the Pledge Agreement or in the other Loan Documents, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in this Agreement, the Note or the Pledge Agreement by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable Lender to enforce and realize upon this Agreement, the Note, the Pledge Agreement, the other Loan Documents, and the Collateral, and any other collateral given to Lender created by this Agreement, the Note, the Pledge Agreement and the other Loan Documents; provided, however, that any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral and in any other collateral given to Lender. Lender, by accepting this Agreement, the Note and the Pledge Agreement, agrees that it shall not, except as otherwise provided herein or in the Pledge Agreement, sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding, under or by reason of or under or in connection with this Agreement, the Note, the Pledge Agreement or the other Loan Documents. The provisions of this Section shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by this Agreement, the Note, the Pledge Agreement or the other Loan Documents; (ii) impair the right of Lender to name Borrower as a party defendant in any action or suit for judicial foreclosure and sale under the Pledge Agreement; (iii) affect the validity or enforceability of any indemnity (including, without limitation, the Environmental Indemnity), guaranty (including, without limitation, the Guaranty), master lease or similar instrument made in connection with this Agreement, the Note, the Pledge Agreement, or the other Loan Documents; (iv)

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impair the right of Lender to obtain the appointment of a receiver; (v) impair the right of Lender to enforce Sections 4.1.9, 4.1.29, 5.1.9 and 5.2.8 hereof; or (vii) impair the right of Lender to obtain a deficiency judgment or other judgment on the Note against Borrower if necessary to (A) preserve or enforce its rights and remedies against the Collateral or (B) obtain any Insurance Proceeds or Awards to which Lender would otherwise be entitled under the terms of this Agreement or the Pledge Agreement; provided however, Lender shall only enforce such judgment to the extent of the Insurance Proceeds and/or Awards.

(b) Notwithstanding the provisions of this Section 9.4 to the contrary, Borrower shall be personally liable to Lender for the Losses it incurs due to: (i) fraud or intentional misrepresentation in connection with the execution and the delivery of this Agreement, the Note, the Pledge Agreement, the other Loan Documents or any Mortgage Loan Documents; (ii) Borrower’s or Mortgage Borrower’s misappropriation or intentional misapplication of Rents received by Borrower or Mortgage Borrower after the occurrence and during the continuance of an Event of Default; (iii) Borrower’s or Mortgage Borrower’s misappropriation or intentional misapplication of security deposits or Rents collected more than thirty (30) days in advance; (iv) Borrower’s or Mortgage Borrower’s misappropriation or intentional misapplication of Insurance Proceeds or Awards; (v) Borrower’s or Mortgage Borrower’s misappropriation or intentional misapplication of Net Liquidation After Debt Service or any distributions or other payments made in respect of any part of the Property or the Collateral; (vi) Borrower’s making a distribution to its equity owners after the occurrence and during the continuance of an Event of Default; (vii) Mortgage Borrower’s failure to pay Taxes, Other Charges (except to the extent that sums sufficient to pay such amounts have been deposited in escrow with Mortgage Lender pursuant to the terms of Section 7.2 of the Mortgage Loan Agreement, charges for labor or materials or other charges that can create Liens on the Properties (except to the extent that there is insufficient cash flow from the operation of the Property; (viii) Borrower’s failure to return or to reimburse Lender for all Personal Property taken from any Properties by or on behalf of Mortgage Borrower (other than Personal Property that is obsolete or removed or disposed in the ordinary course of business of owning and operating the Property) and not replaced with Personal Property of the same utility and of the same or greater value; (vii) any act of intentional waste or arson by Borrower, Mortgage Borrower, Principal, or any Affiliate thereof or Guarantor; (viii) [intentionally deleted]; (ix) Borrower’s failure to comply with the provisions of Section 5.1.10 hereof (provided Borrower shall have an additional ten (10) day after written notice of such failure to deliver the required financial statements or reports pursuant to Section 5.1.10 hereof before recourse is sought); (x) Borrower’s failure to comply with the provisions of Sections 4.1.39 and 5.1.19 of this Agreement; (xi) Borrower’s or Principal’s default under Section 4.1.36 hereof; or (xii) Operating Tenant’s or Principal’s (as defined in the Subordination Agreement) default under Section 11 of the Subordination Agreement.

(c) Notwithstanding the foregoing, the agreement of Lender not to pursue recourse liability as set forth in Subsection (a) above SHALL BECOME NULL AND VOID and shall be of no further force and effect (i) in the event of Borrower’s default under Section5.2.10 hereof or Article 7 of the Security Instruments, (ii) if any Individual

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Property, the Collateral or any part thereof shall become an asset in (A) a voluntary bankruptcy or insolvency proceeding or (B) an involuntary bankruptcy or insolvency proceeding commenced by any Person (other than Lender) and Borrower or Mortgage Borrower, as applicable, fails to use its commercially reasonable efforts to obtain a dismissal of such proceedings.

(d) Nothing herein shall be deemed to be a waiver of any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full amount of the indebtedness secured by the Pledge Agreement or to require that all collateral shall continue to secure all of the indebtedness owing to Lender in accordance with this Agreement, the Note, the Pledge Agreement and the other Loan Documents.

Section 9.5 Reserved.

Section 9.6 Reserved.

Section 9.7 Syndication

9.7.1 Syndication.

The provisions of this Section 9.7 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 9.7 set forth below.

9.7.2 Sale of Loan, Co-Lenders, Participations and Servicing.

(a) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Loan (the “Syndication”), to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to which the additional Co-Lender accepts such assignment and assumes the assigned obligations (a “Pro Rata Share of the Loan”). From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co-Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents.

(b) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their

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respective proportionate shares of the Loan. If for any reason any of the Co-Lenders shall fail or refuse to abide by their obligations under this Agreement, Lender and the other Co-Lenders shall not be relieved of their obligations, if any, hereunder, including their obligations to make their pro rata share of any advance; notwithstanding the foregoing, Lender and the Co-Lenders shall have the right, but not the obligation, at their sole option, to make the defaulting Co- Lender’s pro rata share of such advance pursuant to the Co-Lending Agreement.

(c) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the certificates required under Sections 5.1.10 and 5.1.13 hereof and such other information as reasonably requested by any additional Co-Lender or Participant in performing its due diligence in connection with its purchase of an interest in the Loan.

(d) Lender (or an Affiliate of Lender) shall act as administrative agent for itself and the Co-Lenders (together with any successor administrative agent, the “Agent”) pursuant to this Section 9.7. Borrower acknowledges that Lender, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Lender acknowledges that Lender, as Agent, shall retain the exclusive right to grant approvals and give consents with respect to the operating budgets required to be delivered hereunder and with respect to matters concerning the establishment and administration of the Lockbox Account and the other Accounts. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement or the Co-Lending Agreement be subject to the consent or direction of some or all of the Co-Lenders. Lender may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the Co-Lenders in accordance with the term of the Co-Lending Agreement, in each case without the consent of Borrower. Upon any such resignation, a successor Agent shall be determined pursuant to the terms of the Co-Lending Agreement. The term Agent shall mean any successor Agent.

(e) Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent.

(f) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, Lender, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term

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“Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include Lender in its individual capacity. Lender and the other Co-Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other.

(g) If required by any Co-Lender, each Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes.

(h) Lender, as Agent, shall maintain at its domestic lending office or at such other location as Lender, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the amount of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Lender, as Agent, and the Co-Lenders may treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its address and its agent for service of process upon written notice to Lender, as Agent, which notice shall only be effective upon actual receipt by Lender, as Agent, which receipt will be acknowledged by Lender, as Agent, upon request.

(i) Notwithstanding anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a “Participant”) (x) if such sale is without novation and (y) if the other conditions set forth in this paragraph are met. No Participant shall be considered a Co-Lender hereunder or under the Note or the Loan Documents. No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and the Participant’s rights in respect of such participation shall be solely against Lender or Co-Lender, as the case may be, as set forth in the participation agreement executed by and between Lender or Co-Lender, as the case may be, and such Participant. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co- Lender, as the case may be, shall remain solely responsible for the performance of its obligations hereunder.

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(j) Notwithstanding any other provision set forth in this Agreement, Lender or any Co-Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, amounts owing to it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System), provided that no such security interest or the exercise by the secured party of any of its rights thereunder shall release Lender or Co-Lender from its funding obligations hereunder.

9.7.3 Cooperation in Syndication.

(a) Borrower and Guarantor agree to assist Lender in completing a Syndication satisfactory to Lender. Such assistance shall include (i) direct contact between senior management and advisors of Borrower and the proposed Co-Lenders, (ii) assistance in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the Syndication, (iii) the hosting, with Lender, of one or more meetings of prospective Co-Lenders or with the Rating Agencies, (iv) the delivery of appraisals satisfactory to Lender if required, and (v) working with Lender to procure a rating for the Loan by the Rating Agencies.

(b) Lender shall manage all aspects of the Syndication of the Loan, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Co-Lenders and the amount and distribution of fees among the Co-Lenders. To assist Lender in its Syndication efforts, Borrower and Guarantor agree promptly to prepare and provide to Lender all information with respect to Borrower, Manager, Guarantor, Principal, Operating Tenant and the Properties contemplated hereby, including all financial information and projections (the “Projections”), as Lender may reasonably request in connection with the Syndication of the Loan. Borrower hereby represents and covenants that (i) all information other than the Projections (the “Information”) that has been or will be made available to Lender by Borrower or any of their representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (ii) the Projections that have been or will be made available to Lender by Borrower or any of their representatives have been or will be prepared in good faith based upon reasonable assumptions. Borrower understands that in arranging and syndicating the Loan, Lender, the Co-Lenders and, if applicable, the Rating Agencies, may use and rely on the Information and Projections without independent verification thereof.

(c) If required in connection with the Syndication, Borrower and Guarantor hereby agrees to:

(i) amend the Loan Documents to give Lender the right, at Borrower’s sole cost and expense, to have one or more of the Properties reappraised on an annual basis;

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(ii) deliver updated financial and operating statements and other information reasonably required by Lender to facilitate the Syndication;

(iii) deliver reliance letters reasonably satisfactory to Lender with respect to the environmental assessments and reports delivered to Lender prior to the Closing Date, which will run to Lender and its successors and assigns; and

(iv) execute modifications to the Loan Documents required by the Co- Lenders, provided that such modification will not (except as set forth in (v) and (vi) below) change any material or economic terms of the Loan Documents, or otherwise materially increase the obligations or materially decrease the rights of Borrower pursuant to the Loan Documents;

(v) if Lender elects, in its sole discretion, prior to or upon a Syndication, to split the Loan into two or more parts, or the Note into multiple component notes or tranches which may have different interest rates, principal amounts, payment priorities, and maturities, Borrower agrees to cooperate with Lender in connection with the foregoing and to execute the required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or components may be assigned different interest rates, so long as the initial weighted average of such interest rates does not exceed the Applicable Interest Rate; and

(vi) execute modifications to the Loan Documents changing the interest rate for the Loan and the Mortgage Loan, provided that the initial weighted average of the interest rate spreads for the Loan and the Mortgage Loan after such modification shall not exceed the weighted average of the interest rate spreads for the Loan and the Mortgage Loan immediately prior to such modification and the scheduled amortization payments after such modification will not exceed the Scheduled Amortization Payments due under the Loan Agreement and Mezzanine Loan Agreement immediately prior to such modification. The Borrower shall also provide opinions and title insurance reasonably necessary to effectuate the same.

All third party costs and expenses and out-of-pocket expenses incurred by Lender in connection with this Section 9.7.3 and the Syndication shall be paid by Lender (except as otherwise expressly set forth herein). These shall include, but not be limited to, fees and disbursements of legal counsel, accountants, and other professionals retained by Lender and fees and expenses incurred for producing any offering documents or any other materials (including travel by Lender and its agents, design, printing, photograph and documents production costs). Solely for the purposes of this Section 9.7.3, Lender shall reimburse Borrower for all of its reasonable out-of-pocket costs and expenses, including the reasonable out-of-pocket fees and expenses of Borrower’s counsel in excess of $25,000 (it being understood that Borrower shall be responsible for paying up to $25,000 of such costs, fees and expenses), that Borrower incurs in connection with complying with a request made by Lender under this Section 9.7.3 in connection with a Securitization. Upon Lender’s request, Borrower shall deliver to Lender such evidence required by Lender demonstrating that Borrower has incurred such out-of-pocket costs, fees and expenses, including, delivery of bills and invoices reflecting such fees, costs and expenses.

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Notwithstanding the foregoing, the provisions of this paragraph shall in no way limit or affect any Borrower obligation to pay any costs expressly required to be paid by Borrower pursuant to any other Sections of this Agreement.

9.7.4 Payment of Agent’s, and Co-Lender’s Expenses, Indemnity, etc. Borrower and Guarantor shall:

(a) whether or not the transactions contemplated in this Section 9.7 are consummated, pay all reasonable out-of-pocket costs and expenses (A) of Agent’s counsel fees and expenses relating to the negotiation, preparation, execution and delivery of the Note, this Agreement, the Pledge Agreement, and the other Loan Documents and the documents and instruments referred to therein, the creation, perfection or protection of Lender’s and Co-Lender’s liens on the Properties (including, without limitation, fees and expenses for title insurance, property inspections, appraisals, if required for Syndication, surveys, lien searches, filing and recording fees, and escrow fees and expenses), and any amendment, waiver or consent relating to any of the Loan Documents including releases, (but Agent and the Co-Lender’s shall pay their own respective counsel fees) and (B) of Agent and Co-Lenders in connection with the preservation of rights under, any amendment, waiver or consent relating to, and enforcement of, the Loan Documents and the documents and instruments referred to therein or in connection with any restructuring or rescheduling of the Obligations (including, without limitation, the reasonable fees and disbursements of counsel for Agent and the Co-Lenders);

(b) pay, and hold Agent and each Co-Lender harmless from and against, any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and hold Agent and each Co-Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Agent or such Co-Lender) to pay such taxes; and

(c) indemnify Agent, (in its capacity as Lender and as Agent), and each Co- Lender, its officers, directors, employees, representatives and agents and any persons or entities owned or Controlled by, owning or Controlling, or under common Control or Affiliated with Agent, Agent, or each Co-Lender (each an “Indemnitee”) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising in any manner out of, or in any way related to or by reason of, (i) the execution, delivery or performance of any Loan Document by Borrower, (ii) the breach of any of Borrower’s representations and warranties or of any of Borrower’s Obligations, (iii) a default under Section 5.2.8 hereof, including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited

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transaction exemption under ERISA, the Code, any State statute or other similar law that may be required, and (iv) the exercise by Agent and the Co-Lenders of their rights and remedies (including, without limitation, foreclosure) under any Loan Documents, but excluding, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred solely by reason of the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction (collectively, “Indemnified Liabilities”). Borrower and Guarantor further agree that, without Agent’s or the Co-Lenders’ prior written consent, it will not enter into any settlement of a lawsuit, claim or other proceeding arising or relating to any Indemnified Liability unless such settlement includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of each Indemnitee. Borrower’s and Guarantor’s obligations under this Section shall survive the termination of this Agreement and the payment of the Obligations. Borrower and Guarantor shall have the right to undertake, conduct and control through counsel of its own choosing (which counsel shall be acceptable to the Indemnitee acting reasonably), the conduct and settlement of the Indemnified Liabilities, and the Indemnitee shall cooperate with Borrower and Guarantor in connection therewith; provided that Borrower and Guarantor shall permit the Indemnitee to participate in such conduct and settlement through counsel chosen by the Indemnitee, but reasonable fees and expenses of such counsel shall be borne by the Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel, and the reasonable fees and expenses of such counsel shall be at Borrower’s and Guarantor’s cost and expense if the Indemnitee reasonably determines that (i) Borrower’s and Guarantor’s counsel is not adequately defending any claim or proceeding in a manner reasonably acceptable to Indemnitee or (ii) the interests of Borrower and Guarantor and the Indemnitee have become adverse in any such claim or course of action; provided, however Borrower, in such event, shall only be liable for the reasonable legal expenses of one counsel for all such Indemnitees. None of Borrower, Guarantor or any Indemnitee shall be liable for any settlement of any Indemnified Liability effected without its prior written consent, such consent not to be unreasonably withheld. No Indemnitee shall be liable for any indirect or consequential damages in connection with its activities related to the Loan, the Securitization or the Syndication.

9.7.5 Limitation of Liability.

No claim may be made by Borrower, or any other Person against Agent, or any Co-Lenders or the Affiliates, directors, officers, employees, attorneys or agent of any of such Persons for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any act, omission or event occurring in connection therewith; and Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

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9.7.6 No Joint Venture.

Notwithstanding anything to the contrary herein contained, neither Agent, nor any Co-Lender by entering into this Agreement or by taking any action pursuant hereto, will be deemed a partner or joint venturer with Borrower.

9.7.7 Voting Rights of Co-Lenders.

Borrower acknowledges that the Co-Lending Agreement may contain provisions which require that amendments, waivers, extensions, modifications, and other decisions with respect to the Loan Documents shall require the approval of all or a number of the Co-Lenders holding in the aggregate a specified percentage of the Loan or any one or more Co-Lenders that are specifically affected by such amendment, waiver, extension, modification or other decision.

Section 9.8 Reallocation of Loan Amounts.

In the event Mortgage Lender exercises its right to reallocate the amount of the Loan and the Mortgage Loan pursuant to Section 9.8 of the Mortgage Loan Agreement, Borrower agrees to cooperate to facilitate such reallocation provided that (i) the aggregate principal amount of the Loan and the Mortgage Loan immediately following such reallocation shall equal the outstanding principal balance of the Loan and the Mortgage Loan and immediately prior to such reallocation, (ii) the aggregate Scheduled Amortization Payments immediately following such reallocation shall not exceed the aggregate Scheduled Amortization Payments immediately prior to the reallocation, and (iii) the weighted average interest rate of the Note and the Mortgage Note immediately following such reallocation shall equal the initial weighted average interest rate which was applicable to the Note and the Mortgage Note immediately prior to such reallocation and (iii) Lender has agreed to the allocation as required by the Mortgage Lender. Borrower shall cooperate with all reasonable requests of Lender in order to reallocate the amount of the Loan and the Mortgage Loan and shall execute and deliver such documents as shall reasonably be required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender. Lender shall pay all costs and expenses in connection such reallocation pursuant to this Section 9.8, except that Borrower shall pay the costs and expenses of its legal counsel and the costs of any additional title insurance and UCC insurance premiums and any additional mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any amendments of the Loan Documents or the Mezzanine Loan Documents in connection with the reallocation. It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 9.8 after expiration of ten (10) Business Days after notice thereof.

Section 9.9 Certain Additional Rights to Lender.

Subject to the terms hereof, Lender shall have the right:

(a) to routinely consult with Borrower’s management regarding the significant business activities and business and financial developments of Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Routine consultation

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meetings may occur no more frequently than quarterly, with Lender having the right to call special meetings at any reasonable time (but not more frequently than once per quarter) and upon reasonable advance notice. Borrower shall have no obligation to adhere to any advice proposed by Lender, except as the same may be otherwise specifically required elsewhere in the Loan Documents;

(b) in accordance with but subject to the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice;

(c) in accordance with but subject to the terms of this Agreement, to receive financial reports and other statements as provided in Section 5.1.10 hereof;

(d) in accordance with but subject to the terms of this Agreement, but without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any Substitute Property; and

(e) in accordance with but subject to the terms of this Agreement, but without restricting any other right of Lender under this Agreement, to exercise certain approval rights with respect to the proposed annual operating budgets as provided in Section 5.1.10(d) hereof.

The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender. Nothing contained in this Section 9.9 is intended (i) to confer upon Lender any rights or privileges greater than those inuring to Lender under the other provisions of this Agreement, (ii) to impose upon Borrower any duties, obligations or liabilities greater than or in addition to those owed by Borrower under the other provisions of this Agreement, or (iii) to constitute Lender a partner or member of Borrower or a third-party beneficiary of Borrower’s Organizational Documents.

Section 9.10 Mortgage Loan Defaults.

(a) Without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, if there shall occur any Mortgage Loan Event of Default, Borrower hereby expressly agrees that Lender shall have the immediate right, without notice to or demand on Borrower or Mortgage Borrower, but shall be under no obligation, to the extent necessary to remediate such Mortgage Loan Event of Default: (i) to pay all or any part of the Mortgage Loan, and any other sums, that are then due and payable and to perform any act or take any action on behalf of Mortgage Borrower, as may be appropriate, to cause all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed or observed thereunder to be promptly performed or observed; and (ii) to pay any other amounts and take any other action as Lender, in its sole and absolute discretion, shall deem advisable to protect or preserve the rights and interests of Lender in the Loan and/or the Collateral. Lender shall have no obligation to complete any cure or attempted cure undertaken or commenced by Lender. All sums so paid and the costs and expenses incurred by Lender in exercising rights under this Section (including, without limitation, reasonable attorneys’ and other professional fees), with

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interest at the Default Rate, for the period from the date of demand by Lender to Borrower for such payments to the date of payment to Lender, shall constitute a portion of the Debt, shall be secured by the Pledge Agreement and shall be due and payable to Lender within two Business Days following demand therefor.

(b) Subject to the rights of tenants and the Operating Tenant, Borrower hereby grants, and shall cause Mortgage Borrower to grant, Lender and any Person designated by Lender the right to enter upon the Property at any time for the purpose of carrying out the rights granted to Lender under this Section 9.10. Borrower shall not, and shall not cause or permit Mortgage Borrower or any other Person to impede, interfere with, hinder or delay, any effort or action on the part of Lender to cure any default or asserted default under the Mortgage Loan, or to otherwise protect or preserve Lender’s interests in the Loan and the Collateral, including the Property in accordance with the provisions of this Agreement and the other Loan Documents.

(c) Borrower hereby indemnifies Lender from and against all out-of-pocket liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, costs, expenses (including, without limitation, reasonable attorneys’ and other professional fees, whether or not suit is brought, and settlement costs), and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Lender as a result of any actions taken by Lender to remediate any Mortgage Loan Event of Default. Lender shall have no obligation to Borrower, Mortgage Borrower or any other party to make any such payment or performance.

(d) If Lender shall receive a copy of any notice of any Mortgage Loan Event of Default sent by Mortgage Lender to Mortgage Borrower, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. As a material inducement to Lender’s making the Loan, Borrower hereby absolutely and unconditionally release and waive all claims against Lender arising out of Lender’s exercise of its rights and remedies provided in this Section other than claims arising out of the fraud, illegal acts, gross negligence or willful misconduct of Lender.

(e) In the event that Lender makes any payment in respect of the Mortgage Loan, Lender shall be subrogated to all of the rights of Mortgage Lender under the Mortgage Loan Documents against the Property and Mortgage Borrower in addition to all other rights Lender may have under the Loan Documents or applicable law.

Section 9.11 Intercreditor Agreement.

(a) Lender and Mortgage Lender are parties to a certain intercreditor agreement dated as of the date hereof (the “Intercreditor Agreement”) memorializing their relative rights and obligations with respect to the Mortgage Loan, the Loan, Mortgage Borrower, Borrower and the Properties. Borrower and Mortgage Borrower hereby acknowledge and agree that (i) such Intercreditor Agreement is intended solely for the benefit of Lender and Mortgage Lender and (ii) Borrower and Mortgagor are not intended third-party beneficiaries of any of the provisions

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therein and shall not be entitled to rely on any of the provisions contained therein. Lender and Mortgage Lender shall have no obligation to disclose to Borrower the contents of the Intercreditor Agreement. Borrower’s obligations hereunder are independent of such Intercreditor Agreement and remain unmodified by the terms and provisions thereof.

(b) In the event the Lender is required pursuant to the terms of the Intercreditor Agreement to pay over any payment or distribution of assets, whether in cash, property or securities which is applied to the Debt, including, without limitation, any proceeds of the Properties previously received by Lender on account of the Loan to the Mortgage Lender, then Borrower agrees to indemnify Lender for any amounts so paid, and any amount so paid shall continue to be owing pursuant to the Loan Documents as part of the Debt notwithstanding the prior receipt of such payment by Lender.

Section 9.12 Discussions with Mortgage Lender.

In connection with the exercise of its rights set forth in the Loan Documents, Lender shall have the right at any time to discuss the Properties, the Mortgage Loan, the Loan or any other matter directly with Mortgage Lender or Mortgage Lender’s consultants, agents or representatives without notice to or permission from Borrower or any other Loan Party, nor shall Lender have any obligation to disclose such discussions or the contents thereof with Borrower or any other Loan Party.

Section 9.13 Independent Approval Rights.

If any action, proposed action or other decision is consented to or approved by Mortgage Lender, such consent or approval shall not be binding or controlling on Lender. Borrower hereby acknowledges and agrees that (i) the risks of Mortgage Lender in making the Mortgage Loan are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or condition any requested consent or approval Mortgage Lender and Lender may reasonably reach different conclusions, and (iii) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view. Further, the denial by Lender of a requested consent or approval shall not create any liability or other obligation of Lender if the denial of such consent or approval results directly or indirectly in a default under the Mortgage Loan, and Borrower hereby waives any claim of liability against Lender arising from any such denial.

X. MISCELLANEOUS

Section 10.1 Survival.

This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

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Section 10.2 Lender’s Discretion.

Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive.

Section 10.3 Governing Law.

(a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS).

(b) WITH RESPECT TO ANY CLAIM OR ACTION ARISING HEREUNDER OR UNDER THIS AGREEMENT, THE NOTE, OR THE OTHER LOAN DOCUMENTS, BORROWER (A) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, AND (B) IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING ON VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS BROUGHT IN ANY SUCH COURT, IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS INSTRUMENT WILL BE DEEMED TO PRECLUDE LENDER FROM BRINGING AN ACTION OR PROCEEDING WITH RESPECT HERETO IN ANY OTHER JURISDICTION.

Section 10.4 Modification, Waiver in Writing.

No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, the Note, or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

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Section 10.5 Delay Not a Waiver.

Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6 Notices.

All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Borrower:	MeriStar Mezzanine Borrower SPE, LLC
	c/o MeriStar Hospitality Corporation
	4501 N. Fairfax Drive, Suite 500
	Arlington, Virginia 22203
	Attention: Jerome J. Kraisinger, Esq. (General Counsel)
	Facsimile No.: (703) 812-7235
With a copy to:	Latham & Watkins LLP
	885 Third Avenue, Suite 1000
	New York, New York 10022-4834
	Attention: James I. Hisiger
	Facsimile No.: (212) 751-4864
If to Lender / Agent:	Lehman Brothers Bank, FSB
	c/o Lehman Brothers Holdings 399 Park Avenue
	New York, New York 10022
	Attention: Jeffrey Peltier Facsimile No.: (212) 758-3128
With a copy to:	Lehman Brothers Bank, FSB
	c/o Lehman Brothers Holdings 399 Park Avenue
	New York, New York 10022
	Attention: Gary Taylor
	Facsimile No.: (646) 758-2256

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	and
	Thacher Proffitt & Wood LLP
	Two World Financial Center New York, New York 10281
	Attention: Mitchell G. Williams, Esq.
	Facsimile No.: (212) 912-7751
With a copy of all notices,	_______________________________
certificates, and other	_______________________________
information under Section	_______________________________
5.1.10 to:	_______________________________
	Attention:_______________________________
	Facsimile No.:_______________________________

or addressed as such party may from time to time designate by written notice to the other parties.

Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

Section 10.7 Trial by Jury.

BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.

Section 10.8 Headings.

The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9 Severability.

Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement shall

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be prohibited by or invalid under Applicable Law, 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.

Section 10.10 Preferences.

Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, State or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11 Waiver of Notice.

Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 10.12 Remedies of Borrower.

In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 10.13 Expenses; Indemnity.

(a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender within five (5) days of receipt of written notice from Lender for all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender as to any legal matters arising under this Agreement or the other Loan Documents with

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respect to the Properties); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) Lender’s ongoing performance and compliance with all agreements and conditions contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Lender; (v) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement; (vi) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Collateral, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Collateral or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any cost and expenses due and payable to Lender shall be payable to Lender’s designee.

(b) Borrower shall indemnify, defend and hold harmless Lender from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against Lender in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Additional Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Additional Indemnified Liabilities incurred by Lender.

(c) Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless Lender and the Indemnified Parties from and against any and

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all losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA, the Code, any State statute or other similar law that may be required, in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 4.1.9 or 5.2.8 hereof.

(d) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for any fees and expenses incurred by any Rating Agency in connection with any consent, approval, waiver or confirmation obtained from such Rating Agency pursuant to the terms and conditions of this Agreement or any other Loan Document and Lender shall be entitled to require payment of such fees and expenses as a condition precedent to the obtaining of any such consent, approval, waiver or confirmation.

Section 10.14 Schedules and Exhibits Incorporated.

The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15 Offsets, Counterclaims and Defenses.

Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.16 No Joint Venture or Partnership; No Third Party Beneficiaries.

(a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender or to grant Lender any interest in the Collateral other than that of lender.

(b) This Agreement and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

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Section 10.17 Publicity.

All news releases, publicity or advertising by Borrower or their Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, Lehman, or any of their Affiliates shall be subject to the prior written approval of Lender, which shall not be unreasonably withheld. All news releases, publicity or advertising by Lender or its Affiliates (other than in connection with a Securitization or a Syndication) through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Borrower, or any of their Affiliates shall be subject to the prior written approval of Borrower or Guarantor, which shall not be unreasonably withheld. Notwithstanding the foregoing, disclosure required by any federal or State securities laws, rules or regulations, as determined by Borrower’s or Lender’s counsel, respectively, shall not be subject to the prior written approval of Lender or Borrower, as applicable.

Section 10.18 Waiver of Marshalling of Assets.

(a) Intentionally Deleted.

(b) To the fullest extent permitted by Applicable Law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Collateral, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Pledge Agreement, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of the Pledge Agreement, any equitable right otherwise available to Borrower which would require the separate sale of the Collateral or require Lender to exhaust its remedies against any portion of the Collateral before proceeding against any other portion of the Collateral; and further in the event of such foreclosure Borrower does hereby expressly consents to and authorizes, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Collateral.

Section 10.19 Waiver of Counterclaim.

Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

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Section 10.20 Conflict; Construction of Documents; Reliance.

In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21 Brokers and Financial Advisors.

Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22 Prior Agreements.

This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, between Borrower and/or its Affiliates and Lender are superseded by the terms of this Agreement and the other Loan Documents.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

BORROWER:
MERISTAR MEZZANINE BORROWER SPE, LLC, a Delaware limited liability company
By:	/s/ Kevin J. Welch
	Name: Kevin J. Welch
	Title:    Authorized Signatory
LENDER:
LEHMAN BROTHERS BANK FSB, a federal stock savings bank, individually and as Agent for one or more Co-Lenders
By:	/s/ Charlene Thomas
	Name: Charlene Thomas
	Title:    Vice President
WITH RESPECT TO SECTIONS 9.1, 9.2, 9.7.3, AND 9.7.4 ONLY:
GUARANTOR:
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
By:	MeriStar Hospitality Corporation, a Maryland corporation, its general partner
By:	/s/ Donald D. Olinger
	Name: Donald D. Olinger
	Title:  Authorized Signatory

EX-10.24

EXHIBIT 10.24

LOAN AGREEMENT

Dated as of September 12, 2005

Between

MERISTAR SECURED HOLDINGS LLC,

as Borrower

and

LEHMAN BROTHERS HOLDINGS INC.,

d/b/a LEHMAN CAPITAL,

a division of LEHMAN BROTHERS HOLDINGS INC.,

individually and as Agent for one or more Co-Lenders,

as Lender

I.	DEFINITIONS; PRINCIPLES OF CONSTRUCTION		1
	Section 1.1	Definitions.	1
	Section 1.2	Principles of Construction.	25
II.	GENERAL TERMS		25
	Section 2.1	Loan Commitment; Disbursement to Borrower.	25
	2.1.1	Agreement to Lend and Borrow.	25
	2.1.2	Single Disbursement to Borrower.	25
	2.1.3	The Note, Security Instrument and Loan Documents.	25
	2.1.4	Use of Proceeds.	26
	Section 2.2	Interest; Loan Payments; Late Payment Charge.	26
	2.2.1	Payments.	26
	2.2.2	Interest Calculation.	27
	2.2.3	Eurodollar Rate Unascertainable; Illegality; Increased Costs.	27
	2.2.4	Payment on Maturity Date.	30
	2.2.5	Payments after Default.	30
	2.2.6	Late Payment Charge.	30
	2.2.7	Usury Savings.	30
	2.2.8	Indemnified Taxes.	31
	2.2.9	Replacement of Lenders.	32
	Section 2.3	Prepayments.	32
	2.3.1	Voluntary Prepayments.	32
	2.3.2	Mandatory Prepayments.	33
	2.3.3	Prepayments After Default.	33
	2.3.4	Making of Payments.	34
	2.3.5	Application of Prepayments.	34
	Section 2.4	Interest Rate Cap Agreement.	34
	Section 2.5	Release on Payment in Full.	36
III.	CASH MANAGEMENT		36
	Section 3.1	Establishment of Accounts.	36
	Section 3.2	Deposits into Lockbox Account.	38
	Section 3.3	Account Name.	39
	Section 3.4	Eligible Accounts.	39
	Section 3.5	Permitted Investments.	39

	Section 3.6	The Initial Deposits.	40
	Section 3.7	Transfer To and Disbursements from the Lockbox Account.	40
	Section 3.8	Withdrawals From the Tax Account and the Insurance Premium Account.	41
	Section 3.9	Withdrawals from the Replacement Reserve Account.	41
	Section 3.10	Withdrawals from the Required Repair Account.	41
	Section 3.11	Withdrawals from the Debt Service Account.	41
	Section 3.12	Intentionally Deleted.	41
	Section 3.13	Intentionally Deleted.	41
	Section 3.14	Intentionally Deleted.	41
	Section 3.15	Intentionally Deleted.	41
	Section 3.16	Withdrawals from the Borrower Expense Account.	41
	Section 3.17	Sole Dominion and Control.	42
	Section 3.18	Security Interest.	42
	Section 3.19	Rights on Default.	42
	Section 3.20	Financing Statement; Further Assurances.	42
	Section 3.21	Borrower’s Obligation Not Affected.	43
	Section 3.22	Payments Received Under this Agreement.	43
IV.	REPRESENTATIONS AND WARRANTIES		43
	Section 4.1	Borrower Representations.	43
	4.1.1	Organization.	43
	4.1.2	Proceedings.	43
	4.1.3	No Conflicts.	44
	4.1.4	Litigation.	44
	4.1.5	Agreements.	44
	4.1.6	Solvency.	44
	4.1.7	Full and Accurate Disclosure.	45
	4.1.8	No Plan Assets.	45
	4.1.9	Compliance.	45
	4.1.10	Financial Information.	46
	4.1.11	Condemnation.	46
	4.1.12	Federal Reserve Regulations.	46
	4.1.13	Utilities and Public Access.	46

ii

4.1.14	Not a Foreign Person.	46
4.1.15	Separate Lots.	47
4.1.16	Assessments.	47
4.1.17	Enforceability.	47
4.1.18	No Prior Assignment.	47
4.1.19	Insurance.	47
4.1.20	Use of Property.	47
4.1.21	Certificate of Occupancy; Licenses.	47
4.1.22	Flood Zone.	48
4.1.23	Physical Condition.	48
4.1.24	Boundaries.	48
4.1.25	Leases.	48
4.1.26	[Reserved]	49
4.1.27	[Reserved]	49
4.1.28	Filing and Recording Taxes.	49
4.1.29	Franchise Agreement.	49
4.1.30	Management Agreement.	49
4.1.31	Illegal Activity.	49
4.1.32	No Change in Facts or Circumstances; Disclosure.	50
4.1.33	Investment Company Act.	50
4.1.34	Principal Place of Business; State of Organization.	50
4.1.35	Single Purpose Entity.	50
4.1.36	Business Purposes.	54
4.1.37	Taxes.	54
4.1.38	Forfeiture.	54
4.1.39	Environmental Representations and Warranties.	55
4.1.40	Taxpayer Identification Number.	55
4.1.41	OFAC.	55
4.1.42	Intentionally Deleted.	55
4.1.43	Deposit Accounts.	56
4.1.44	Embargoed Person.	57
4.1.45	Personal Property.	57
4.1.46	Operating Lease.	57

iii

	Section 4.2	Survival of Representations.	58
V.	BORROWER COVENANTS		58
	Section 5.1	Affirmative Covenants.	58
	5.1.1	Existence; Compliance with Legal Requirements.	58
	5.1.2	Taxes and Other Charges.	59
	5.1.3	Litigation.	59
	5.1.4	Access to Property.	60
	5.1.5	Notice of Default.	60
	5.1.6	Cooperate in Legal Proceedings.	60
	5.1.7	Award and Insurance Benefits.	60
	5.1.8	Further Assurances.	60
	5.1.9	Mortgage and Intangible Taxes.	61
	5.1.10	Financial Reporting.	61
	5.1.11	Business and Operations.	64
	5.1.12	Costs of Enforcement.	64
	5.1.13	Estoppel Statement.	64
	5.1.14	Loan Proceeds.	65
	5.1.15	Performance by Borrower.	66
	5.1.16	Confirmation of Representations.	66
	5.1.17	Leasing Matters.	66
	5.1.18	Management Agreement.	67
	5.1.19	Environmental Covenants.	69
	5.1.20	Alterations.	71
	5.1.21	Franchise Agreement.	71
	5.1.22	Intentionally Deleted.	73
	5.1.23	OFAC.	73
	5.1.24	Operating Lease.	73
	5.1.25	Maintenance of Personal Property.	74
	5.1.26	REIT Status.	75
	5.1.27	O&M Program.	75
	Section 5.2	Negative Covenants.	75
	5.2.1	Liens.	75
	5.2.2	Dissolution.	76

iv

	5.2.3	Change In Business.	76
	5.2.4	Debt Cancellation.	76
	5.2.5	Zoning.	76
	5.2.6	No Joint Assessment.	77
	5.2.7	Name, Identity, Structure, or Principal Place of Business.	77
	5.2.8	ERISA.	77
	5.2.9	Affiliate Transactions.	78
	5.2.10	Transfers.	78
	5.2.11	Permitted Transfer.	80
	Section 5.3	REIT.	82
VI.	INSURANCE; CASUALTY; CONDEMNATION		83
	Section 6.1	Insurance.	83
	Section 6.2	Casualty.	88
	Section 6.3	Condemnation.	88
	Section 6.4	Restoration.	89
VII.	RESERVE FUNDS		93
	Section 7.1	Required Repair Funds.	93
	7.1.1	Required Repairs.	93
	7.1.2	Deposits.	93
	7.1.3	Release of Required Repair Funds.	94
	Section 7.2	Tax and Insurance Escrow Fund.	94
	Section 7.3	Replacements and Replacement Reserve.	95
	7.3.1	Replacement Reserve Fund.	95
	7.3.2	Disbursements from Replacement Reserve Account.	96
	7.3.3	Performance of Replacements.	97
	7.3.4	Balance in the Replacement Reserve Account.	98
	Section 7.4	Intentionally Deleted.	98
	Section 7.5	Intentionally Deleted.	98
	Section 7.6	Intentionally Deleted.	98
	Section 7.7	Reserve Funds, Generally.	98
	Section 7.8	Letters of Credit.	99
VIII.	DEFAULTS		100
	Section 8.1	Event of Default.	100

v

	Section 8.2	Remedies.	104
	Section 8.3	Remedies Cumulative; Waivers.	105
IX.	SPECIAL PROVISIONS		106
	Section 9.1	Sale of Notes and Securitization	106
	Section 9.2	Securitization Indemnification.	108
	Section 9.3	Servicer.	111
	Section 9.4	Exculpation.	111
	Section 9.5	Reserved.	112
	Section 9.6	Reserved.	113
	Section 9.7	Syndication	113
	9.7.1	Syndication.	113
	9.7.2	Sale of Loan, Co-Lenders, Participations and Servicing.	113
	9.7.3	Cooperation in Syndication.	115
	9.7.4	Payment of Agent’s, and Co-Lender’s Expenses, Indemnity, etc. Borrower and Guarantor shall:	117
	9.7.5	Limitation of Liability.	119
	9.7.6	No Joint Venture.	119
	9.7.7	Voting Rights of Co-Lenders.	119
X.	MISCELLANEOUS		119
	Section 10.1	Survival.	119
	Section 10.2	Lender’s Discretion.	120
	Section 10.3	Governing Law.	120
	Section 10.4	Modification, Waiver in Writing.	121
	Section 10.5	Delay Not a Waiver.	121
	Section 10.6	Notices.	121
	Section 10.7	Trial by Jury.	122
	Section 10.8	Headings.	122
	Section 10.9	Severability.	123
	Section 10.10	Preferences.	123
	Section 10.11	Waiver of Notice.	123
	Section 10.12	Remedies of Borrower.	123
	Section 10.13	Expenses; Indemnity.	123
	Section 10.14	Schedules and Exhibits Incorporated.	125

vi

Section 10.15	Offsets, Counterclaims and Defenses.	125
Section 10.16	No Joint Venture or Partnership; No Third Party Beneficiaries.	125
Section 10.17	Publicity.	126
Section 10.18	Waiver of Marshalling of Assets.	126
Section 10.19	Waiver of Counterclaim.	126
Section 10.20	Conflict; Construction of Documents; Reliance.	127
Section 10.21	Brokers and Financial Advisors.	127
Section 10.22	Prior Agreements.	127

SCHEDULE I Reserved

SCHEDULE II Rent Roll / Leases

SCHEDULE III Required Repairs - Deadlines For Completion

SCHEDULE IV Organizational Chart of Borrower

SCHEDULE V Scheduled Amortization Payments

SCHEDULE VI Reserved

SCHEDULE VII O&M Program

SCHEDULE VIII Reserved

SCHEDULE IX Reserved

SCHEDULE X Franchise Agreement / Franchisor

SCHEDULE XI Management Agreement / Manager

SCHEDULE XII Operating Lease / Operating Tenant / Subordination and Attornment Agreement

EXHIBIT A Property Account Bank Property Account Agreement

EXHIBIT B Tenant Notice Letter

EXHIBIT C Form of Assignment of Interest Rate Cap

EXHIBIT D Credit Card Company Notice Letter

vii

LOAN AGREEMENT

THIS LOAN AGREEMENT, dated as of September 12, 2005 (as amended, restated, replaced, supplemented, extended or otherwise modified from time to time, this “Agreement”), between LEHMAN BROTHERS HOLDINGS INC., d/b/a LEHMAN CAPITAL, a division of LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation, having an address at 399 Park Avenue, New York, New York 10022, individually and as Agent for one or more Co-Lenders (“Lender”) and MERISTAR SECURED HOLDINGS LLC, a Delaware limited liability company, having an office at 4501 N. Fairfax Drive, Suite 500, Arlington, Virginia 22203 (“Borrower”).

W I T N E S S E T H:

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).

NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions.

For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“Acceptable Counterparty” means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of not less than “AA-” (or the equivalent) by the Rating Agencies.

“Account Collateral” shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all “proceeds” (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing.

“Accounts” shall mean, collectively, the Property Account, the Post-Termination Property Account, the Tax Account, the Insurance Premium Account, the Required Repair Account, the Replacement Reserve Account, the Debt Service Account, the Borrower Expense Account, and the Lockbox Account and any other accounts established pursuant to the Loan Documents.

“Accounts Receivable” shall have the meaning set forth in Article 1 of the Security Instrument with respect to the Property.

“ACM” shall have the meaning set forth in Section 5.1.27.

“Actual Amount” shall have the meaning set forth in the definition of “Replacement Reserve Monthly Deposit” in this Section 1.1.

“Additional Indemnified Liabilities” shall have the meaning set forth in Section 10.13(b) hereof.

“Adjusted Prime Rate” shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus one percent (1%) per annum.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require.

“Affiliated Manager” shall mean any property manager which is an Affiliate of, or in which Borrower, Principal, or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

“Agent” shall have the meaning set forth in Section 9.7.2(d) hereof.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration Threshold Amount” shall have the meaning set forth in Section 5.1.20 hereof.

“Annual Budget” shall mean the operating budget, including all planned capital expenditures, for the Property prepared by Borrower for the applicable Fiscal Year or other period.

“Applicable Interest Rate” shall mean (A) from and including the date of this Agreement through October 8, 2005, an interest rate per annum equal to 7.23%; and (B) for each successive Interest Period through and including the date on which the Debt is paid in full, an interest rate per annum equal to (I) the Eurodollar Rate or (II) the Adjusted Prime Rate, if the Loan begins bearing interest at the Adjusted Prime Rate in accordance with the provisions of Section 2.2.3 hereof.

“Applicable Laws” shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders.

“Appraisal” shall mean an appraisal prepared in accordance with the requirements of FIRREA and USPAP, prepared by an independent third party appraiser holding an MAI

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designation, who is State licensed or State certified if required under the laws of the State where the Property is located, who meets the requirements of FIRREA and USPAP and who is otherwise reasonably satisfactory to Lender.

“Approved Accountant” shall mean a “Big Four” accounting firm, or other independent certified public accountant reasonably acceptable to Lender.

“Approved Annual Budget” shall have the meaning set forth in Section 5.1.10(d) hereof.

“Approved Capital Budget” shall mean a Capital Budget that has been approved by Lender.

“Approved Capital Budget Expenditure Amount” shall mean the annual amount budgeted to be spent for FF&E and other Replacements pursuant to the Approved Capital Budget.

“Approved Expenses” shall have the meaning set forth in Section 3.7(b)(vii) hereof.

“Assignment and Assumption” shall have the meaning set forth in Section 9.7.2 hereof.

“Assignment of Interest Rate Cap” shall mean that certain Collateral Assignment of Interest Rate Cap Agreement made by Borrower to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Leases” shall mean that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Management Agreement” shall mean that certain Conditional Assignment and Subordination of Management Agreement and Management Fees dated the date hereof among Lender, Borrower, Operating Tenant and Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Security Agreement” shall mean, with respect to the Operating Lease, that certain assignment of security agreement dated the date hereof given by Borrower to Lender with respect to the Operating Lease Security Agreement.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Property.

“Bankruptcy Code” shall mean Title 11 U.S.C. § 101 et seq., and the regulations adopted and promulgated pursuant thereto (as the same may be amended from time to time).

“Basic Carrying Costs” shall mean the sum of the following costs associated with the Property for the relevant Fiscal Year or payment period: (i) Taxes and (ii) Insurance Premiums.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and assigns.

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“Borrower Expense Account” shall have the meaning set forth in Section 3.1(c)(x) hereof.

“Breakage Costs” shall have the meaning set forth in Section 2.2.3(d) hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business.

“Business Party” shall have the meaning set forth in Section 4.1.35(z) hereof.

“Capital Budget” shall have the meaning set forth in the Operating Lease.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements).

“Cash” shall mean coin or currency of the United States of America or immediately available federal funds, including such fund delivered by wire transfer.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Casualty Consultant” shall have the meaning set forth in Section 6.4(b)(iii) hereof.

“Casualty Retainage” shall have the meaning set forth in Section 6.4(b)(iv) hereof.

“Closing Date” shall mean the date of the funding of the Loan.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and all applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Co-Lender” shall have the meaning set forth in Section 9.7.2(a) hereof.

“Co-Lending Agreement” shall mean the Co-Lending Agreement entered into between Lender, individually as a Co-Lender and as Agent and the other Co-Lenders in the event of a Syndication, as the same may be further supplemented, modified, amended or restated.

“Collateral” shall mean the Property, the Accounts, the Reserve Funds, the Guaranty, the Personal Property, the Rents, the Account Collateral and all other real or personal property of Borrower or any Guarantor that is at any time pledged, mortgaged or otherwise given as security to Lender for the payment of the Debt under the Security Instrument, this Agreement or any other Loan Document.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

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“Condemnation Proceeds” shall have the meaning set forth in Section 6.4(b) hereof.

“Control” (and the correlative terms “controlled by” and “controlling”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of the business and affairs of the entity in question by reason of the ownership of beneficial interests, by contract or otherwise.

“Counterparty” shall mean the issuer of the Interest Rate Cap Agreement.

“Creditors Rights Laws” shall mean with respect to any Person, any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, this Agreement, the Security Instrument or any other Loan Document, including, without limitation, all Reserve Fund Deposits.

“Debt Service” shall mean, with respect to any particular period of time, interest payments and all Scheduled Amortization Payments due under the Note for such period.

“Debt Service Account” shall have the meaning set forth in Section 3.1(c)(iii) hereof.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would constitute an Event of Default.

“Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (a) the Maximum Legal Rate, or (b) five percent (5%) above the Applicable Interest Rate.

“Disclosure Document” shall have the meaning set forth in Section 9.2(a) hereof.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or State-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or State chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a State chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R.§9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and State authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company, insured by the Federal Deposit Insurance Corporation, (a) the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P, P-1 by Moody’s and F-1 by Fitch in the case of accounts in which funds are held for thirty (30) days or less, or (b) the long term unsecured debt obligations of which are rated at least AA by Fitch and S&P and Aa2 by Moody’s in the case of accounts in which funds are held for more than thirty (30) days.

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“Embargoed Person” shall have the meaning set forth in Section 4.1.44 hereof.

“Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Environmental Law” shall mean any federal, State and local laws, statutes, ordinances, rules, regulations, and other legally enforceable standards, policies, government directives or requirements, as well as common law, related to the generation, manufacture, processing, use, treatment, storage, Release or handling of Hazardous Materials, that, apply to Borrower and Guarantor or the Property, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act and the Resource Conservation and Recovery Act.

“Environmental Liens” shall have the meaning set forth in Section 5.1.19(a) hereof.

“Environmental Reports” shall have the meaning set forth in Section 4.1.39 hereof.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“Eurodollar Rate” shall mean, with respect to any Interest Period, an interest rate per annum equal to LIBOR plus 3.50% per annum.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall mean for each Payment Date, an amount equal to the difference between (a) the amount of funds on deposit in the Lockbox Account on the date immediately preceding such Payment Date (and if such day is not a Business Day then the preceding day which is a Business Day), less (b) the amounts disbursed on such date into the Tax Account, the Insurance Premium Account, the Debt Service Account, the Replacement Reserve Account, and the Borrower Expense Account in accordance with Section 3.7 hereof.

“Excess Expenditure Amount” shall have the meaning set forth in Section 7.3.1 hereof.

“Exchange Act” shall have the meaning set forth in Section 9.2(a) hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 9.2(a) hereof.

“Extended Maturity Date: shall have the meaning set forth in Section 2.2.1(c) hereof.

“Extension Fee” shall mean one-half percent (0.50%) of the original principal amount of the Loan.

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“Extraordinary Expense” shall mean an operating expense or capital expenditure with respect to the Property that (i) is not set forth on the Approved Annual Budget and (ii) is not subject to payment by withdrawals from the Replacement Reserve Account or Required Repair Account. Borrower shall deliver promptly to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for the approval of Lender.

“FF&E” shall mean, with respect to the Property, furnishings, fixtures and equipment in the guest rooms, hallways, lobbies, restaurants, lounges, meeting and banquet rooms, parking facilities and other public areas and other items included in the term “FF&E” as defined in the Operating Lease.

“FF&E Limitation” shall have the meaning set forth in the Operating Lease.

“FF&E Note” shall have the meaning set forth in the Operating Lease.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as the same may be amended from time to time.

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Flood Insurance Act” shall have the meaning set forth in Section 6.1(a)(vii) hereof.

“Force Majeure Delay” shall mean any act of God or the elements, fire or other casualty, strike or other labor dispute, inability to obtain materials, failure of power or other necessary utilities, governmental pre-emption in a national emergency, riot, insurrection and war, or any other event or circumstance (excluding sufficiency of funds) which is beyond the reasonable control and not due to the fault or negligence of Borrower, which delays, prevents or prohibits Borrower’s Restoration of the Improvements for a period of at least three consecutive days; provided, however, that (i) no such cause or event shall be deemed to be a Force Majeure Delay unless Borrower shall have given Lender reasonably prompt written notice of such delay, and (ii) Borrower shall continue to make its monthly debt service, escrow and reserve payments pursuant to the terms of this Agreement, the Note and the other Loan Documents, notwithstanding the occurrence of such Force Majeure Delay.

“Franchise Agreement” shall mean that certain franchise agreement more specifically identified on Schedule X attached hereto.

“Franchisor” shall mean the franchisor with respect to the Franchise Agreement, as same is identified on Schedule X attached hereto.

“GAAP” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Governmental Authority” shall mean any court, board, agency, commission, office, central bank or other authority of any nature whatsoever for any governmental unit (federal,

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State, county, district, municipal, city, country or otherwise) or quasi-governmental unit whether now or hereafter in existence having jurisdiction over all or any portion of the Property, Borrower, Principal, Operating Tenant, REIT or Guarantor.

“Gross Income from Operations” shall mean all income, computed in accordance with GAAP, derived from the ownership and operation of the Property from whatever source, including, but not limited to, the Rents, utility charges, escalations, service fees or charges, license fees, parking fees, rent concessions or credits, and other required pass-throughs and but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, refunds and uncollectible accounts, sales of furniture, fixtures and equipment, Insurance Proceeds (other than business interruption or other loss of income insurance), Awards, security deposits, utility and other similar deposits, payments received under the Interest Rate Cap Agreement, interest on credit accounts, interest on the Reserve Funds, and any disbursements to Borrower from the Reserve Funds. Gross income shall not be diminished as a result of the Security Instrument or the creation of any intervening estate or interest in the Property or any part thereof.

“Guarantor” shall mean the Operating Partnership, jointly and severally, and any other entity guaranteeing any payment or performance obligation of Borrower.

“Guaranty” shall mean that certain Guaranty of Recourse Obligations of Borrower, dated as of the date hereof, from Guarantor to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Hazardous Materials” shall mean any material or substance now or in the future defined or regulated as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant” or other words of similar import within the meaning of applicable Environmental Law, including; without limitation, petroleum and petroleum by-products, gasoline, diesel fuel and oil; radioactive materials; polychlorinated biphenyls (“PCBs”); lead and lead-based paint; asbestos or asbestos-containing materials in any form that is or could reasonably be expected to become friable; and mold that could reasonably be expected to adversely affect human health.

“Improvements” shall have the meaning set forth in Article 1 of the Security Instrument.

“Indebtedness” of a Person, at a particular date, shall mean the sum (without duplication) at such date of (a) all indebtedness or liability of such Person (including, without limitation, amounts for borrowed money); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (f) obligations secured by any Liens, whether or not the obligations have been assumed.

“Indemnified Liabilities” shall have the meaning set forth in Section 9.7.4(c) hereof.

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“Indemnified Parties” shall mean Lender, any Affiliate of Lender who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan, any Person in whose name the encumbrance created by the Security Instrument is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan, the holders of any Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, members, employees, agents, representatives, Affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including but not limited to any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan or any Property, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and including, but not limited to, any successors by merger, consolidation or acquisition of all of Lender’s assets and business).

“Indemnified Taxes” shall mean any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority.

“Indemnitee” shall have the meaning set forth in Section 9.7.4(c) hereof.

“Independent Director” shall have the meaning set forth in Section 4.1.35(z) hereof.

“Information” shall have the meaning set forth in Section 9.7.3(b) hereof.

“Insolvency Opinion” shall mean, that certain bankruptcy non-consolidation opinion letter delivered by counsel for Borrower in connection with a Syndication and approved by Lender.

“Insurance Premium Account” shall have the meaning set forth in Section 3.1(c)(ii) hereof.

“Insurance Premiums” shall have the meaning set forth in Section 6.1(b) hereof.

“Insurance Proceeds” shall have the meaning set forth in Section 6.4(b) hereof.

“Interest Period” shall mean, in connection with the calculation of interest accrued with respect to any specified Payment Date, the period from and including the ninth (9th) day of the prior calendar month to and including the eighth (8th) day of the calendar month in which the applicable Payment Date occurs; provided, however, that with respect to the Payment Date occurring in October, 2005, the Interest Period shall be the period commencing on the Closing Date to and including October 8, 2005. Each Interest Period, except for the Interest Period ending October 8, 2005, shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

“Interest Rate Cap Agreement” shall mean the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto), between an Acceptable Counterparty and Borrower obtained by Borrower as and when required under Section 2.4 hereof. After delivery of a Replacement Interest Rate Cap Agreement to Lender, the term “Interest Rate Cap Agreement” shall be deemed to mean such Replacement Interest Rate Cap Agreement.

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“Interest Shortfall” shall have the meaning set forth in Section 2.3.1(b) hereof.

“Inventory” shall mean “Inventories” as such term is defined in the Operating Lease.

“Investment Grade” shall mean a rating of BBB- or its equivalent by the Rating Agencies.

“Investor” shall have the meaning set forth in Section 5.1.10(i) hereof.

“Leases” shall have the meaning set forth in Article 1 of the Security Instrument.

“Legal Requirements” shall mean, with respect to the Property, all federal, State, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Property or any part thereof, or the zoning, construction, use, alteration, occupancy or operation thereof, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting the Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to the Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.

“Lehman” shall have the meaning set forth in Section 9.2(b) hereof.

“Lehman Group” shall have the meaning set forth in Section 9.2(b) hereof.

“Lender” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and assigns.

“Letter of Credit” shall mean a clean, irrevocable, unconditional, transferable letter of credit payable on sight draft only, with an initial expiration date of not less than one (1) year and with automatic renewals for one (1) year periods, for which Borrower shall have no reimbursement obligation and which reimbursement obligation is not secured by the Property or any other property pledged to secure the Note, in favor of Lender and entitling Lender to draw thereon in New York, New York or in such other city as Lender may determine, issued by a domestic bank or the U.S. agency or branch of a foreign bank, provided such other bank has a long-term unsecured debt rating at the time such letter of credit is delivered and throughout the term of such letter of credit, of not less than “AA” or “Aa2”, as applicable, as assigned by the Rating Agencies.

“Liabilities” shall have the meaning set forth in Section 9.2(b) hereof.

“LIBOR” shall mean, for the first Interest Period 3.73% per annum. For each Interest Period thereafter LIBOR shall mean the quoted offered rate for one-month United States dollar deposits with leading banks in the London interbank market that appears as of 11:00 a.m. (London time) on the related LIBOR Determination Date on the display page designated as Telerate Page 3750.

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If, as of such time on any LIBOR Determination Date, no quotation is given on Telerate Page 3750, then the Lender shall establish LIBOR on such LIBOR Determination Date by requesting four Reference Banks meeting the criteria set forth herein to provide the quotation offered by its principal London office for making one-month United States dollar deposits with leading banks in the London interbank market as of 11:00 a.m., London time, on such LIBOR Determination Date.

(i) If two or more Reference Banks provide such offered quotations, then LIBOR for the next Interest Period shall be the arithmetic mean of such offered quotations (rounded upward if necessary to the nearest whole multiple of 1/1,000%).

(ii) If only one or none of the Reference Banks provides such offered quotations, then LIBOR for the next Interest Period shall be the Reserve Rate.

(iii) If on any LIBOR Determination Date, Lender is required but is unable to determine LIBOR in the manner provided in paragraphs (i) and (ii) above, LIBOR for the next Interest Period shall be LIBOR as determined on the preceding LIBOR Determination Date.

The establishment of LIBOR on each LIBOR Determination Date by the Lender shall be final and binding.

“LIBOR Business Day” shall mean a day upon which United States dollar deposits may be dealt in on the London interbank markets and commercial banks and foreign exchange markets are open in London, England.

“LIBOR Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) LIBOR Business Days prior to the fifteenth (15th) calendar day of the month in which such Interest Period commenced.

“Licenses” shall have the meaning set forth in Section 4.1.21 hereof.

“Lien” shall mean, with respect to the Property, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting Borrower, the Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“Loan” shall mean the loan made by Lender to Borrower pursuant to this Agreement and the other Loan Documents as the same may be amended or split pursuant to the terms hereof.

“Loan Documents” shall mean, collectively, this Agreement, the Note, the Security Instrument, the Assignment of Leases, the Environmental Indemnity, the Assignment of

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Management Agreement, the Guaranty, the Subordination and Attornment Agreement, the Assignment of Interest Rate Cap Agreement, the Assignment of Security Agreement and all other documents executed and/or delivered in connection with the Loan.

“Lockbox Account” shall have the meaning set forth in Section 3.1(b) hereof.

“Lockbox Bank” shall mean an Eligible Institution selected by Lender.

“Losses” shall mean any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement of whatever kind or nature (including but not limited to reasonable attorneys’ fees and other costs of defense).

“Major Lease” shall mean (i) any Lease which together with all other Leases to the same tenant and to all Affiliates of such tenant, (A) provides for rental income representing five percent (5%) or more of the annual hotel gross room revenues for the Property, (B) covers more than 2,500 square feet of the total space at the Property, in the aggregate, (C) provides for a lease term of more than ten (10) years including options to renew or (D) is with an Affiliate of Borrower and (ii) any instrument guaranteeing or providing credit support for any Major Lease and (iii) the Operating Lease.

“Management Agreement” shall mean the management agreement entered into by and between Operating Tenant and Manager, as more specifically identified on Schedule XI attached hereto, or, if the context requires, the Replacement Management Agreement executed in accordance with the terms and provisions of this Agreement.

“Manager” shall mean the manager with respect to the Management Agreement as more specifically identified on Schedule XI attached hereto or, if the context requires, a Qualified Manager who is managing the Property in accordance with the terms and provisions of this Agreement.

“Maturity Date” shall mean April 9, 2006, as such date may be extended pursuant to the terms hereof, or such other date on which the final payment of the principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or in the other Loan Documents, under the laws of such State or States whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Monthly Debt Service Payment Amount” shall mean the amount of interest and the Scheduled Amortization Payment due and payable on each Payment Date, pursuant to the Note and Section 2.2 hereof.

“Monthly Insurance Premium Deposit” shall have the meaning set forth in Section 7.2 hereof.

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“Monthly Tax Deposit” shall have the meaning set forth in Section 7.2 hereof.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Net Cash Flow” for any period shall mean the amount obtained by subtracting Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period.

“Net Cash Flow After Debt Service” for any period shall mean the amount obtained by subtracting Debt Service for such period from Net Cash Flow for such period.

“Net Cash Flow Schedule” shall have the meaning set forth in Section 5.1.10(b) hereof.

“Net Operating Income” shall mean the amount obtained by subtracting Operating Expenses from Gross Income from Operations, excluding any payments received under any Interest Rate Cap Agreement.

“Net Proceeds” shall have the meaning set forth in Section 6.4(b) hereof.

“Net Proceeds Deficiency” shall have the meaning set forth in Section 6.4(b)(vi) hereof.

“Non-U.S. Entity” shall have the meaning set forth in Section 2.2.8 hereof.

“Note” shall mean that certain promissory note of even date herewith in the original principal amount of FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00), made by Borrower in favor of Lender, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

“O&M Program” shall mean the asbestos operations and maintenance program developed by Borrower and approved by Lender, as the same may be amended, replaced, supplemented or otherwise modified from time to time.

“Obligations” shall mean Borrower’s obligation to pay the Debt and perform its obligations under the Note, this Agreement and the other Loan Documents.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by a Responsible Officer of Borrower.

“Operating Expenses” shall mean the total of all expenditures, computed in accordance with GAAP, of whatever kind relating to the operation, maintenance and management of the Property that are incurred on a regular monthly or other periodic basis, including without limitation, utilities, ordinary repairs and maintenance, insurance premiums, license fees, property taxes and assessments, advertising and marketing expenses, franchise fees, management fees, payroll and related taxes, computer processing charges, operational equipment or other lease payments as approved by Lender, and other similar costs, but excluding depreciation, Debt Service, Capital Expenditures and contributions to the Reserve Funds.

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“Operating Lease” shall mean the operating lease between Borrower and Operating Tenant as more specifically set forth on Schedule XII attached hereto as the same may be modified, amended, supplemented or extended from time to time.

“Operating Lease Rent” shall mean “Rent” as defined in the Operating Lease.

“Operating Lease Security Agreement” shall mean, with respect to the Operating Lease, the Security Agreement (as defined in the Operating Lease) between Operating Tenant and Borrower with respect to Operating Tenant’s personal property and any FF&E transferred to Operating Tenant in accordance with Section 5.2.10(f) hereof and (ii) with respect to the Property Account and Gross Income from Operations, the security interest granted by Operating Tenant to Borrower in the Operating Lease.

“Operating Partnership” shall mean MeriStar Hospitality Operating Partnership L.P., a Delaware limited partnership.

“Operating Tenant” shall mean the tenant under the Operating Lease, as more specifically set forth on Schedule XII attached hereto.

“Other Charges” shall mean all maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof.

“Participant” shall have the meaning set forth in Section 9.7.2(i) hereof.

“Payment Date” shall mean the ninth (9^th) day of each calendar month during the term of the Loan or, if such day is not a Business Day, the immediately preceding Business Day.

“Permitted Encumbrances” shall mean, collectively, (a) the Liens and security interests created by the Loan Documents, (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policy relating to the Property or any part thereof, (c) Liens, if any, for Taxes imposed by any Governmental Authority not yet delinquent, or which are being contested in good faith in accordance with Section 5.1.2 hereof, (d) all easements, restrictions, covenants, reservations and rights-of-way permitted pursuant to Section 5.2.10(g) hereof, (e) Permitted Equipment Financing, (f) Liens being contested in good faith in accordance with Section 5.2.1 hereof, and (g) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

“Permitted Equipment Financing” shall have the meaning set forth in Section 5.2.10(h) hereof.

“Permitted Investments” shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by Servicer, the trustee under any Securitization or any of their respective Affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Payment Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below:

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(i) obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(ii) Federal Housing Administration debentures;

(iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(iv) federal funds, unsecured certificates of deposit, time deposits, bankers’ acceptances and repurchase agreements with maturities of not more than 365 days of any bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

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(v) fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers’ acceptances with maturities of not more than 365 days and issued by, any bank or trust company, savings and loan association or savings bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(vi) debt obligations with maturities of not more than 365 days and at all times rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) in its highest long-term unsecured rating category; provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

(vii) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365 days and that at all times is rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) in its highest short-term unsecured debt rating; provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an “r” highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

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(viii) units of taxable money market funds, with maturities of not more than 365 days and which funds are regulated investment companies, seek to maintain a constant net asset value per share and invest solely in obligations backed by the full faith and credit of the United States, which funds have the highest rating available from each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) for money market funds; and

(ix) any other security, obligation or investment which has been approved as a Permitted Investment in writing by (a) Lender and (b) each Rating Agency, as evidenced by a written confirmation that the designation of such security, obligation or investment as a Permitted Investment will not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities by such Rating Agency;

provided, however, that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment.

“Permitted Transferee” shall have the meaning set forth in Section 5.2.11(a)(ii) hereof.

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, State, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Personal Property” shall have the meaning set forth in Article 1 of the Security Instrument with respect to the Property.

“Physical Conditions Report” shall mean, with respect to the Property, a structural engineering report prepared by a company satisfactory to Lender regarding the physical condition of the Property, satisfactory in form and substance to Lender in its sole discretion, which report shall, among other things, (a) confirm that the Property and its use complies, in all material respects, with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and (b) include a copy of a final certificate of occupancy with respect to all Improvements on the Property.

“Plan” shall mean an employee benefit plan (as defined in section 3(3) of ERISA) whether or not subject to ERISA or a plan or other arrangement within the meaning of section 4975 of the Code.

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“Plan Assets” shall mean assets of a Plan within the meaning of section 29 C.F.R. section 2510.3-101 or similar law.

“Policies” shall have the meaning set forth in Section 6.1(b) hereof.

“Post-Termination Property Account” shall have the meaning set forth in Section 3.1(b) hereof.

“Post-Termination Property Account Agreement” shall have the meaning set forth in Section 3.1(b) hereof.

“Prepayment Date” shall have the meaning set forth in Section 2.3.1(a) hereof.

“Pre-Termination Property Account Agreement” shall have the meaning set forth in Section 3.1(a) hereof.

“Prime Rate” shall mean, on a particular date, a rate per annum equal to the rate of interest published in The Wall Street Journal as the “prime rate”, as in effect on such day, with any change in the prime rate resulting from a change in said prime rate to be effective as of the date of the relevant change in said prime rate; provided, however, that if more than one prime rate is published in The Wall Street Journal for a day, the average of the prime rates shall be used; provided, further, however, that the Prime Rate (or the average of the prime rates) will be rounded to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%. In the event that The Wall Street Journal should cease or temporarily interrupt publication, then the Prime Rate shall mean the daily average prime rate published in another business newspaper, or business section of a newspaper, of national standing chosen by Lender. If The Wall Street Journal resumes publication, the substitute index will immediately be replaced by the prime rate published in The Wall Street Journal. In the event that a prime rate is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index which is readily available to Borrower and verifiable by Borrower but is beyond the control of Lender. Lender shall give Borrower prompt written notice of its choice of a substitute index and when the change became effective. Such substitute index will also be rounded to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%. The determination of the Prime Rate by Lender shall be conclusive and binding absent manifest error.

“Principal” shall have the meaning set forth in Section 4.1.35 hereof, together with its successors and assigns.

“Prior Financing” shall mean that certain mortgage loan made by Lehman Brothers Holdings Inc., d/b/a Lehman Capital, a division of Lehman Brothers Holdings Inc. to Borrower and certain affiliates of Borrower and being defeased in full on the Closing Date.

“Pro Rata Share of the Loan” shall have the meaning set forth in Section 9.7.2(a) hereof.

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“Prohibited Person” shall mean any Person:

(a) listed in the Annex to, or otherwise subject to the provisions of, the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”);

(b) that is owned or controlled by, or acting for or on behalf of, any person or entity that is listed to the Annex to, or is otherwise subject to the provisions of, the Executive Order;

(c) with whom Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering law, including the Executive Order;

(d) who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(e) that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov.ofac/t11sdn.pdf or at any replacement website or other replacement official publication of such list; or

(f) who is an Affiliate of or affiliated with a Person listed above.

“Projections” shall have the meaning set forth in Section 9.7.3(b) hereof.

“Property” shall mean each parcel of real property, the Improvements thereon and all Personal Property owned by Borrower and encumbered by a Security Instrument, together with all rights pertaining to the Property and Improvements, as more particularly described in Article 1 of each Security Instrument and referred to therein as the “Property”.

“Property Account” shall have the meaning set forth in Section 3.1(a) hereof.

“Property Account Agreement” shall mean the Pre-Termination Property Account Agreement and the Post-Termination Property Account Agreement.

“Property Account Bank” shall mean Wells Fargo Bank, provided that it remains an Eligible Institution, and any successor Eligible Institution or other Eligible Institution selected by Borrower, subject to Lender’s approval.

“Provided Information” shall have the meaning set forth in Section 9.1(a) hereof.

“Qualified Franchisor” shall mean (a) any nationally recognized franchisor under whose flag there are at least fifty (50) full-service hotels, exclusive of the Property, and (b) prior to whose employment as franchisor of the Property (i) prior to the occurrence of a Securitization, such employment shall have been approved by Lender, in its reasonable discretion, and (ii) after the occurrence of a Securitization, Lender shall have received a Rating Confirmation.

“Qualified Insurer” shall have the meaning set forth in Section 6.1(b) hereof.

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“Qualified Manager” shall mean a reputable and experienced professional management organization (a) which manages, together with its Affiliates, ten (10) full service hotels exclusive of the Property totaling in the aggregate no less than 3,500 rooms and (b) prior to whose employment as manager of the Property (i) prior to the occurrence of a Securitization, such employment shall have been approved by Lender, in its reasonable discretion, and (ii) after the occurrence of a Securitization, Lender shall have received a Rating Confirmation.

“Qualified Transferee” shall mean any one of the following Persons:

(i) a pension fund, pension trust or pension account that (a) has total real estate assets of at least $1 Billion and (b) is managed by a Person who controls at least $1 Billion of real estate equity assets; or

(ii) a pension fund advisor who (a) immediately prior to such transfer, controls at least $1 Billion of real estate equity assets and (b) is acting on behalf of one or more pension funds that, in the aggregate, satisfy the requirements of clause (i) of this definition; or

(iii) an insurance company which is subject to supervision by the insurance commissioner, or a similar official or agency, of a state or territory of the United States (including the District of Columbia) (a) with a net worth, as of a date no more than six (6) months prior to the date of the transfer, of at least $500 Million and (b) who, immediately prior to such transfer, controls real estate equity assets of at least $1 Billion; or

(iv) a corporation organized under the banking laws of the United States or any state or territory of the United States (including the District of Columbia) (a) with a combined capital and surplus of at least $500 Million and (b) who, immediately prior to such transfer, controls real estate equity assets of at least $1 Billion; or

(v) any Person (a) with a long-term unsecured debt rating from the Rating Agencies of at least Investment Grade or (b) who (i) owns or operates at least ten (10) full service hotels exclusive of the Property totaling in the aggregate no less than 3,500 rooms, (ii) has a net worth, as of a date no more than six (6) months prior to the date of such transfer, of at least $500 Million and (iii) immediately prior to such transfer, controls real estate equity assets of at least $1 Billion.

“Quality Assurance Reports” shall mean any quality assurance reports of inspection or compliance from Franchisor under the Franchise Agreement with respect to the Property.

“Rating Agencies” shall mean each of S&P, Moody’s, and Fitch, and any other nationally-recognized statistical rating agency which has been approved by Lender and has rated the Securities.

“Rating Confirmation” means each of the Rating Agencies which have assigned ratings to any Securities shall have confirmed in writing that the occurrence of the event with respect to which such Rating Confirmation is sought shall not result in a downgrade, qualification or withdrawal of, the then current ratings assigned to the Securities in connection with a

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Securitization. In the event that no Securities are outstanding or the Loan is not part of a Securitization, any action that would otherwise require a Rating Confirmation shall require the consent of the Lender.

“Real Estate Investment Trust” shall have the meaning set forth in Section 5.1.26 hereof.

“Reference Bank” shall mean a leading bank engaged in transactions in Eurodollar deposits in the international Eurocurrency market that has an established place of business in London. If any such Reference Bank should be removed from the Telerate Page 3750 or in any other way fail to meet the qualifications of a Reference Bank, Lender may designate alternative Reference Banks meeting the criteria specified above.

“Register” shall have the meaning set forth in Section 9.7.2(h) hereof.

“Registration Statement” shall have the meaning set forth in Section 9.2(b) hereof.

“REIT” shall mean MeriStar Hospitality Corporation, a Maryland corporation, together with its successors and permitted assigns.

“REIT Rules” shall have the meaning set forth in Section 5.1.26 hereof.

“Release of Hazardous Materials” shall mean any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, or disposing of Hazardous Materials into the environment.

“REMIC Trust” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Note.

“Renewal Lease” shall have the meaning set forth in Section 5.1.17(a) hereof.

“Rents” shall have the meaning set forth in Article 1 of the Security Instrument with respect to the Property.

“Replacement Franchise Agreement” shall mean, collectively, (a) either (i) a franchise agreement with a Qualified Franchisor substantially in the same form and substance as the Franchise Agreement, or (ii) a franchise agreement with a Qualified Franchisor, which franchise agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that (A) after the occurrence of a Securitization, Borrower obtain a Rating Confirmation with respect to such franchise agreement; and (B) a “comfort letter” reasonably satisfactory in form and substance to Lender, be executed and delivered by the Qualified Franchisor to Lender.

“Replacement Interest Rate Cap Agreement” means an interest rate cap agreement from an Acceptable Counterparty with terms substantially identical to the Interest Rate Cap Agreement.

“Replacement Management Agreement” shall mean, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance

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as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that (A) after the occurrence of a Securitization, Borrower obtain a Rating Confirmation with respect to such management agreement; and (B) a conditional assignment of management agreement substantially in the form of the Assignment of Management Agreement (or such other form acceptable to Lender), be executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

“Replacement Operating Lease” shall have the meaning set forth in Section 5.1.24(d) hereof.

“Replacement Reserve Account” shall have the meaning set forth in Section 3.1(c)(iv) hereof.

“Replacement Reserve Fund” shall have the meaning set forth in Section 7.3.1 hereof.

“Replacement Reserve Monthly Deposit” shall mean the positive number obtained by subtracting:

(i) the actual amount spent by Borrower for FF&E and other Replacements for the calendar month (the “Subject Month”) which is two (2) months prior to the month in which the applicable Replacement Reserve Monthly Deposit is due and payable (such amount actually spent by Borrower hereinafter referred to as the “Actual Amount”); from

(ii) (A) if the Approved Capital Budget Expenditure Amount is equal to or less than the Required Expenditure Amount, one twelfth of the Required Expenditure Amount; or (B) if the Approved Capital Budget Expenditure Amount is greater than the Required Expenditure Amount, the amount budgeted to be spent in the Subject Month pursuant to the Approved Capital Budget.

Lender shall determine at the beginning of each Fiscal Year which calculation in clause (ii) above shall be applicable for such Fiscal Year and such calculation shall be used to determine the Replacement Reserve Monthly Deposit for such Fiscal Year.

“Replacements” shall have the meaning set forth in Section 7.3.1 hereof.

“Required Expenditure Amount” shall mean the greater of (a) an amount equal to four percent (4%) of the annual Gross Income from Operations, (b) the annual amounts required under the Operating Lease for FF&E and other Replacements, if any, (c) the annual amounts required under the Management Agreement for FF&E and other Replacements, if any, and (d) the annual amounts required under the Franchise Agreement for FF&E and other Replacements, if any (including, without limitation, any FF&E, Replacements or other improvements required pursuant to any property improvement plans required by Franchisor).

“Required Repair Account” shall have the meaning set forth in Section 3.1(c)(v) hereof.

“Required Repair Fund” shall have the meaning set forth in Section 7.1.1 hereof.

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“Required Repairs” shall have the meaning set forth in Section 7.1.1 hereof.

“Reserve Fund Deposits” shall mean the amounts to be deposited into the Reserve Funds for any given month or at any other time as provided in this Agreement or in the other Loan Documents.

“Reserve Funds” shall mean the Tax and Insurance Escrow Fund, the Replacement Reserve Fund, the Required Repair Fund or any other escrow or reserve fund established by the Loan Documents.

“Reserve Rate” shall mean the rate per annum which Lender determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 1/1,000%) of the one-month United States dollar lending rates that at least three major New York City banks selected by Lender are quoting, at 11:00 a.m. (New York time) on the relevant LIBOR Determination Date, to the principal London offices of at least two of the Reference Banks, or (ii) in the event that at least two such rates are not obtained, the lowest one-month United States dollar lending rate which New York City banks selected by Lender are quoting as of 11:00 a.m. (New York time) on such LIBOR Determination Date to leading European banks.

“Responsible Officer” means with respect to a Person, the chairman of the board, president, chief operating officer, chief financial officer, treasurer or vice president-finance or the equivalent of such Person.

“Restoration” shall mean the repair and restoration of the Property after a Casualty or Condemnation as nearly as possible to the condition the Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“Restricted Party” shall mean Borrower, Principal, any Guarantor, or any Affiliated Manager or any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of, Borrower, Principal, any Guarantor, any Affiliated Manager or any non-member manager.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, transfer or pledge of a direct or indirect legal or beneficial interest.

“Scheduled Amortization Payments” shall mean the amount of principal set forth on Schedule V hereto to be paid on each Payment Date.

“Securities” shall have the meaning set forth in Section 9.1 hereof.

“Securitization” shall have the meaning set forth in Section 9.1 hereof.

“Securities Act” shall have the meaning set forth in Section 9.2(a) hereof.

“Security Instrument” shall mean that certain first priority Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, executed and delivered by Borrower, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Servicer” shall have the meaning set forth in Section 9.3 hereof.

“Servicing Agreement” shall have the meaning set forth in Section 9.3 hereof.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(c) hereof.

“State” shall mean the State or Commonwealth in which the Property or any part thereof is located.

“Strike Rate” shall mean 5.75%.

“Subject Month” shall have the meaning set forth in the definition of “Replacement Reserve Monthly Deposit” in this Section 1.1.

“Subordination and Attornment Agreement” means the subordination and attornment agreement dated the date hereof between Lender and Operating Tenant as more specifically described on Schedule XII attached hereto.

“Survey” shall mean a survey prepared by a surveyor licensed in the State where the Property is located and reasonably satisfactory to Lender and the company or companies issuing the Title Insurance Policies, and containing a certification of such surveyor reasonably satisfactory to Lender or an update or certificate of no change with respect to the same, reasonably satisfactory to Lender.

“Syndication” shall have the meaning set forth in Section 9.7.2(a) hereof.

“Tax Account” shall have the meaning set forth in Section 3.1(c)(i) hereof.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against the Property or part thereof.

“Telerate Page 3750” means the display designated as page 3750 on the Dow Jones Telerate Service (or such other page as may replace page 3750 on that service or such other service as may be nominated by the British Bankers-Association as the information vendor for the purposes of displaying British Bankers-Association Interest Settlement Rates for U.S. dollar deposits).

“Termination Event” shall have the meaning set forth in Section 3.1(b) hereof.

“Terrorism Insurance” shall have the meaning set forth in Section 6.1(b) hereof.

“Terrorism Insurance Cap” shall have the meaning set forth in Section 6.1(b) hereof.

“Threshold Amount” shall have the meaning set forth in Section 6.4(a) hereof.

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“Title Insurance Policy” shall mean an ALTA mortgagee title insurance policy in a form reasonably acceptable to Lender (or, if the Property is located in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and reasonably acceptable to Lender) issued with respect to the Property and insuring the lien of the Security Instrument encumbering the Property.

“Transfer” shall have the meaning set forth in Section 5.2.10(a) hereof.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State in which the Property is located.

“Underwriter Group” shall have the meaning set forth in Section 9.2(b) hereof.

“U.S. Obligations” shall mean direct non-callable obligations of the United States of America.

“USPAP” shall mean the Uniform Standard of Professional Appraisal Practice.

“Working Day” shall mean any day on which dealings in foreign currencies and exchange are carried on in London, England and in New York, New York.

Section 1.2 Principles of Construction.

All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

II. GENERAL TERMS

Section 2.1 Loan Commitment; Disbursement to Borrower.

2.1.1 Agreement to Lend and Borrow.

Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make and Borrower hereby agrees to accept the Loan on the Closing Date.

2.1.2 Single Disbursement to Borrower.

Borrower may request and receive only one borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Note, Security Instrument and Loan Documents.

The Loan shall be evidenced by the Note and secured by the Security Instrument, the Assignment of Leases and the other Loan Documents.

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2.1.4 Use of Proceeds.

Borrower shall use the proceeds of the Loan to (a) repay and discharge any existing loans relating to the Property, (b) pay all past-due Basic Carrying Costs, if any, with respect to the Property, (c) make deposits into the Reserve Funds on the Closing Date in the amounts provided herein or in the other Loan Documents, (d) pay costs and expenses incurred in connection with the closing of the Loan, as approved by Lender, and (e) fund any working capital requirements of the Property. The balance, if any, shall be distributed to Borrower.

Section 2.2 Interest; Loan Payments; Late Payment Charge.

2.2.1 Payments.

(a) Interest. Interest on the outstanding principal balance of the Loan shall accrue from the Closing Date to the end of the Interest Period in which the Maturity Date occurs at the Applicable Interest Rate. Monthly installments of interest only shall be paid on each Payment Date commencing on November 9, 2005 and on each subsequent Payment Date thereafter up to and including the Maturity Date for the Interest Period in which such Payment Date or Maturity Date occurs. Interest on the outstanding principal amount of the Loan for the period through and including October 8, 2005 shall be paid by Borrower on the Closing Date. The outstanding principal balance of the Loan together with all accrued and unpaid interest thereon shall be due and payable on the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)).

(b) Principal. The Scheduled Amortization Payments shall be paid on November 9, 2005 and on each subsequent Payment Date thereafter.

(c) Extension of the Maturity Date. Borrower shall have the option to extend the term of the Loan beyond the initial Maturity Date for one (1) term (the “Extension Option”) of six (6) months (the “Extension Period”) to the Payment Date occurring in October, 2006 (the “Extended Maturity Date”), and upon satisfaction of the following terms and conditions:

(i) no Event of Default shall have occurred and be continuing at the time the Extension Option is exercised and on the date that the Extension Period is commenced;

(ii) Borrower shall notify Lender of its irrevocable election to extend the Maturity Date as aforesaid not earlier than one hundred twenty (120) days and no later than sixty (60) days prior to the Maturity Date;

(iii) Borrower shall obtain and deliver to Lender prior to exercise of the Extension Option, one or more Replacement Interest Rate Cap Agreements, which Replacement Interest Rate Cap Agreements shall be effective commencing on the first day of the Extension Option and shall have a maturity date not earlier than the Extended Maturity Date;

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(iv) in connection with the Extension Option, Borrower shall have delivered to Lender together with its notice pursuant to subsection (c)(ii) of this Section 2.2.1 and as of the commencement of the Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate except to the extent such representations and warranties are matters which by their nature can no longer be true and correct (i) as a result of the passage of time or (ii) as a result of changes permitted hereunder or otherwise approved in writing by Lender;

(v) Borrower shall have paid to Lender the Extension Fee; and

(vi) Borrower shall have made a prepayment of $5,000,000.00 on the initial Maturity Date and Borrower shall have paid to Lender, simultaneously with such prepayment, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the initial Maturity Date, and (ii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (i).

(d) All references in this Agreement and in the other Loan Documents to the Maturity Date shall mean the Extended Maturity Date in the event the Extension Option is exercised.

(e) All payments and other amounts due under the Note, this Agreement and the other Loan Documents shall be made without any setoff, defense or irrespective of, and without deduction for, counterclaims.

2.2.2 Interest Calculation.

Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate equal to the Applicable Interest Rate divided by three hundred sixty (360) by (c) the outstanding principal balance on the first day of the applicable Interest Period.

2.2.3 Eurodollar Rate Unascertainable; Illegality; Increased Costs.

(a) (i) In the event that Lender shall have determined (which determination shall be in Lender’s reasonable judgment and shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, and reasonable means do not exist for ascertaining LIBOR, then Lender shall forthwith give notice by telephone of such determination, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period, with a written confirmation of such determination promptly thereafter. If such notice is given, the Loan shall bear interest at the Adjusted Prime Rate beginning on the first day of the next succeeding Interest Period.

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(ii) If, pursuant to the terms of this Section 2.2.3, Loan is bearing interest at the Adjusted Prime Rate and Lender shall determine (which determination shall be in Lender’s reasonable judgment and shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower by telephone of such determination, confirmed in writing, to Borrower as soon as reasonably practical, but in no event later than one (1) Business Day prior to the last day of the then current Interest Period. If such notice is given, the Loan shall bear interest at the Eurodollar Rate beginning on the first day of the next succeeding Interest Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to have the Loan bear interest at either the Eurodollar Rate or the Adjusted Prime Rate.

(b) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender or any Co-Lender in good faith to make or maintain the portion of the Loan bearing interest at the Eurodollar Rate, (I) the obligation of Lender or such Co-Lender hereunder to make the Loan bearing interest at the Eurodollar Rate shall be canceled forthwith and (II) the Loan shall automatically bear interest at the Adjusted Prime Rate on the next succeeding Payment Date or within such earlier period as required by Applicable Law. Borrower hereby agrees promptly to pay Lender or any Co-Lender (within ten (10) days of Lender’s or any Co-Lender’s written demand therefor), any additional amounts necessary to compensate Lender or any Co-Lender for any reasonable costs incurred by Lender or such Co-Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender or such Co-Lender to lenders of funds obtained by it in order to make or maintain the Loan hereunder. Upon written demand from Borrower, Lender or the applicable Co-Lender shall demonstrate in reasonable detail the circumstances giving rise to Lender’s or such Co-Lender’s determination and the calculation substantiating the Adjusted Prime Rate and any additional costs incurred by Lender or such Co-Lender in making the conversion. Lender’s or Co-Lender’s written notice of such costs, as certified to Borrower, shall be conclusive absent manifest error.

(c) In the event that any change in any requirement of any Applicable Law or in the interpretation or application thereof, or compliance in good faith by Lender or any Co-Lender with any request or directive (whether or not having the force of law) hereafter issued from any Governmental Authority which is generally applicable to all Lenders subject to such Governmental Authority’s jurisdiction:

(i) shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender or any Co-Lender which is not otherwise included in the determination of LIBOR hereunder;

(ii) shall, if the Loan is then bearing interest at the Eurodollar Rate, hereafter have the effect of reducing the rate of return on Lender’s or any

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Co-Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender or any Co-Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s or any Co-Lender’s policies with respect to capital adequacy) by any amount deemed by Lender or any Co-Lender to be material; or

(iii) shall, if the Loan is then bearing interest at the Eurodollar Rate, hereafter impose on Lender or any Co-Lender any other condition, the result of which is to increase the cost to Lender or such Co-Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such case, Borrower shall promptly pay Lender or such Co-Lender (within ten (10) days of Lender’s or such Co-Lender’s written demand therefor), any additional amounts necessary to compensate Lender or such Co-Lender for such additional cost or reduced amount receivable which Lender or such Co-Lender reasonably deems to be material. If Lender or any Co-Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(c), Lender and such Co-Lender shall provide Borrower with written notice specifying in reasonable detail the event or circumstance by reason of which it has become so entitled and the additional amount required to fully compensate Lender and such Co-Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender or such Co-Lender to Borrower shall be conclusive absent manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under the Note, this Agreement and the other Loan Documents.

(d) Borrower agrees to indemnify Lender and the Co-Lenders and to hold Lender and the Co-Lenders harmless from any loss or expense which Lender or any Co-Lender sustains or incurs as a consequence of (I) any default by Borrower in payment of the principal of or interest on the Loan while bearing interest at the Eurodollar Rate, including, without limitation, any such loss or expense arising from interest or fees payable by Lender or any Co-Lenders to lenders of funds obtained by it in order to maintain the Eurodollar Rate, (II) any prepayment (whether voluntary or mandatory) of the Loan on a day that is not the day immediately following the last day of an Interest Period with respect thereto, including, without limitation, such loss or expense arising from interest or fees payable by Lender or any Co-Lender to lenders of funds obtained by it in order to maintain the Eurodollar Rate hereunder and (III) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate from the Eurodollar Rate to the Adjusted Prime Rate with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the Eurodollar Rate on a date other than the day immediately following the last day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender or any Co-Lender to lenders of funds obtained by it in order to maintain the Eurodollar Rate hereunder (the amounts referred to in clauses (I), (II) and (III) are herein referred to collectively as the “Breakage Costs”). This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

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2.2.4 Payment on Maturity Date.

Borrower shall pay to Lender on the Maturity Date the outstanding principal balance, all accrued and unpaid interest thereon, and all other amounts due hereunder and under the Note, the Security Instrument and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the Maturity Date.

2.2.5 Payments after Default.

Upon the occurrence and during the continuance of an Event of Default, (a) interest on the outstanding principal balance of the Loan and, to the extent permitted by Applicable Law, overdue interest and other amounts due in respect of the Loan, shall accrue at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein and (b) Lender shall be entitled to receive and Borrower shall pay to Lender on each Payment Date an amount equal to the Net Cash Flow After Debt Service for the prior month, such amount to be applied by Lender to the payment of the Debt in such order as Lender shall determine in its sole discretion, including, without limitation, alternating applications thereof between interest and principal. Interest at the Default Rate and Net Cash Flow After Debt Service shall both be computed from the occurrence of the Default which gave rise to the Event of Default until the actual receipt and collection of the Debt (or that portion thereof that is then due). To the extent permitted by Applicable Law, interest at the Default Rate shall be added to the Debt, shall itself accrue interest at the same rate as the Loan and shall be secured by the Security Instrument. This paragraph shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default; the acceptance of any payment of Net Cash Flow After Debt Service shall not be deemed to cure or constitute a waiver of any Event of Default; and Lender retains its rights under the Note to accelerate and to continue to demand payment of the Debt upon the happening of any Event of Default, despite any payment of Net Cash Flow After Debt Service.

2.2.6 Late Payment Charge.

If any principal, interest or any other sums due under the Loan Documents is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender within three (3) Business Days after demand an amount equal to the lesser of four percent (4%) of such unpaid sum or the maximum amount permitted by Applicable Law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Security Instrument and the other Loan Documents to the extent permitted by Applicable Law.

2.2.7 Usury Savings.

This Agreement and the Note are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents,

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Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.8 Indemnified Taxes.

(a) All payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, Indemnified Taxes, excluding (i) Indemnified Taxes measured by Lender’s or any Co-Lender’s net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Lender or any Co-Lender is resident or organized, or any political subdivision thereof, (ii) taxes measured by Lender’s or any Co-Lender’s overall net income, and franchise taxes imposed on it, by the jurisdiction of Lender’s or such Co-Lender’s applicable lending office or any political subdivision thereof or in which Lender or such Co-Lender is resident or engaged in business, and (iii) withholding taxes imposed by the United States of America, any state, commonwealth, protectorate territory or any political subdivision or taxing authority thereof or therein as a result of the failure of Lender or any Co-Lender which is a Non-U.S. Entity to comply with the terms of paragraph (b) below. If any non excluded Indemnified Taxes are required to be withheld from any amounts payable to Lender or any Co-Lender hereunder, the amounts so payable to Lender or such Co-Lender shall be increased to the extent necessary to yield to Lender or such Co-Lender (after payment of all non excluded Indemnified Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any non excluded Indemnified Tax is payable pursuant to Applicable Law by Borrower, Borrower shall send to Lender or the applicable Co-Lender an original official receipt showing payment of such non excluded Indemnified Tax or other evidence of payment reasonably satisfactory to Lender or the applicable Co-Lender. Borrower hereby indemnifies Lender and each Co-Lender for any incremental taxes, interest or penalties that may become payable by Lender or any Co-Lender which may result from any failure by Borrower to pay any such non excluded Indemnified Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender or any Co-Lender the required receipts or other required documentary evidence.

(b) In the event that Lender or any Co-Lender or any successor and/or assign of Lender or any Co-Lender is not incorporated under the laws of the United States of America or a state thereof (a “Non-U.S. Entity”) Lender and such Co-Lender agrees that, prior to the first date on which any payment is due from such entity hereunder, it will deliver to Borrower two duly completed copies of United States Internal Revenue Service Form W 8BEN or W 8ECI or successor applicable form, as the case may be, certifying in

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each case that such entity is entitled to receive payments under the Note, without deduction or withholding of any United States federal income taxes. Each entity required to deliver to Borrower a Form W 8BEN or W 8ECI pursuant to the preceding sentence further undertakes to deliver to Borrower two further copies of such forms, or successor applicable forms, or other manner of certification, as the case may be, on or before the date that any such form expires (which, in the case of the Form W 8ECI, is the last day of each U.S. taxable year of the Non-U.S. Entity) or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to Borrower, and such other extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W 8BEN or W 8ECI that such entity is entitled to receive payments under the Note without deduction or withholding of any United States federal income taxes, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such entity from duly completing and delivering any such form with respect to it and such entity advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax.

2.2.9 Replacement of Lenders.

Borrower shall be permitted to replace any Co-Lender that (i) requests reimbursement for amounts owing pursuant to Section 2.2.3 or 2.2.8 or (ii) defaults in its obligation to make Loans hereunder, with a replacement financial institution, provided that (A) such replacement does not conflict with any Applicable Law, (B) no Event of Default shall have occurred and be continuing at the time of such replacement, (C) the replacement financial institution shall purchase, at par, such Co-Lender’s Pro Rate Share of the Loan and pay all other amounts owing to such replaced Co-Lender under this Agreement and the other Loan Documents on or prior to the date of replacement, (E) the Borrower shall be liable to such replaced Co-Lender under Section 2.2.3(d) if the Loan owing to such replaced Co-Lender shall be purchased other than on the last day of the Interest Period relating thereto, (F) the replacement financial institution, if not already a Co-Lender, shall be reasonably satisfactory to Lender, (G) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.2.3 or 2.2.8, as the case may be, and (I) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Lender or any Co-Lender shall have against the replaced Co-Lender.

Section 2.3 Prepayments.

2.3.1 Voluntary Prepayments.

Borrower may, at its option, prepay the Loan in whole or in part, upon satisfaction of the following conditions:

(a) Borrower shall provide prior written notice to Lender (which notice shall be irrevocable) specifying the date (the “Prepayment Date”) upon which the prepayment is to be made, which notice shall be delivered to Lender not less than twenty (20) Business Days prior to such payment;

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(b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (ii) if such prepayment is not made on a Payment Date, all accrued and unpaid interest on the amount of principal being prepaid through and including the Prepayment Date, together with, if a Securitization has occurred, all interest on the principal amount being prepaid which would have accrued from the Prepayment Date through and including the immediately succeeding Payment Date, in each case calculated at the Applicable Interest Rate for the Interest Period in which the prepayment occurs (the “Interest Shortfall”), (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clauses (i) and (ii), (iv) [intentionally deleted], and (v) all other sums then due under this Agreement, the Note or the other Loan Documents; and

(c) each prepayment shall be in an aggregate principal amount of $1,000,000.00 or any integral multiple of $100,000.00 in excess thereof.

If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date. Notwithstanding the foregoing, Borrower shall be permitted the right to rescind and revoke or postpone its notice of prepayment given in accordance with this Section 2.3.1, provided that (i) a written notice of such rescission and revocation or postponement is received by Lender no later than three (3) Business Days prior to the date of prepayment indicated by Borrower and (ii) Borrower pays Lender’s reasonable out-of-pocket costs and expenses incurred as a result of Lender’s receipt of such notice of prepayment and its rescission, revocation or postponement.

2.3.2 Mandatory Prepayments.

On the next occurring Payment Date following the date on which Borrower actually receives any Net Proceeds, if and to the extent Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of the Property, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds. Such prepayment shall be applied, first, to interest on the outstanding principal balance of the Loan that would have accrued at the Applicable Interest Rate on the amount prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, and then to all other amounts then due to Lender under this Agreement or any of the other Loan Documents and then to the outstanding principal balance of the Loan.

2.3.3 Prepayments After Default.

If, following an Event of Default, Borrower tenders payment of all or any part of the Debt, or if all or any portion of the Debt is recovered by Lender after such Event of Default, such tender or recovery shall be deemed a voluntary prepayment hereunder and Borrower shall pay, in

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addition to the Debt, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid, (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (ii), (iv) [intentionally deleted], and (v) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial or total prepayment.

2.3.4 Making of Payments.

Each payment by Borrower hereunder or under the Note shall be made in funds settled through the New York Clearing House Interbank Payments System or other funds immediately available to Lender by 12:00 p.m., New York City time, on or prior to the date such payment is due, to Lender by deposit to such account as Lender may designate by written notice to Borrower. Whenever any payment hereunder or under the Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the first Business Day succeeding such scheduled due date.

2.3.5 Application of Prepayments.

All prepayments received pursuant to this Section 2.3 shall be applied first, to interest on the outstanding principal balance being prepaid that accrued through and including the Prepayment Date, second, to interest on the outstanding principal balance being prepaid that would have accrued through the end of the Interest Period in which the prepayment occurred, and if applicable, through the end of the Succeeding Interest Period, notwithstanding that such Interest Period or Succeeding Interest Period extends beyond the date of prepayment, and third, to the payments of principal due under the Loan in the inverse order of maturity.

Section 2.4 Interest Rate Cap Agreement.

(a) At least thirty (30) days prior to the occurrence of a Securitization or Syndication, Borrower shall obtain, or cause to be obtained, and shall thereafter maintain in effect, an Interest Rate Cap Agreement with an Acceptable Counterparty, which shall be coterminous with the Loan and have a notional amount which shall not at any time be less than the outstanding principal balance of the Loan and which shall at all times have a strike rate equal to the Strike Rate. The Interest Rate Cap Agreement shall be written on the then current standard ISDA documentation, and shall provide for interest periods and calculations consistent with the payment terms of this Agreement. The Counterparty shall be obligated under the Interest Rate Cap Agreement to make monthly payments equal to the excess of one (1) month LIBOR over the Strike Rate, calculated on the notional amount. The notional amount of the Interest Rate Cap Agreement may be reduced from time to time in amounts equal to any prepayment of the principal of the Loan in accordance with Section 2.3 hereof.

(b) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement substantially in the form annexed hereto as Exhibit C, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement (and any related guarantee, if any) and shall deliver to Lender an executed

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counterpart of such Interest Rate Cap Agreement and notify the Counterparty of such collateral assignment (either in such Interest Rate Cap Agreement or by separate instrument). Borrower shall cause the Counterparty to agree in writing to make all payments it is required to make under the Interest Rate Cap Agreement directly to the Lockbox Account or if the Lockbox Account is not then required to be in effect, into such account as specified by Lender. At such time as the Loan is repaid in full, all of Lender’s right, title and interest in the Interest Rate Cap Agreement shall terminate and Lender shall promptly execute and deliver at Borrower’s sole cost and expense, such documents as may be required to evidence Lender’s release of the Interest Rate Cap Agreement and to notify the Counterparty of such release.

(c) Borrower shall comply with all of its material obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement shall be deposited immediately into the Lockbox Account or if the Lockbox Account is not then required to be in effect, into such account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder.

(d) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty below “AA-” (or the equivalent) by the Rating Agencies, Borrower shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement with an Acceptable Counterparty not later than thirty (30) Business Days following receipt of notice from Lender or Servicer of such downgrade, withdrawal or qualification.

(e) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or any Replacement Interest Cap Agreement as and when required hereunder, Lender may purchase such Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was paid by Lender until such cost is paid by Borrower to Lender.

(f) Each Interest Rate Cap Agreement shall contain the following language or its equivalent: “In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty below “AA-” (or the equivalent) by the Rating Agencies, the Counterparty must, within 30 Business Days, either (x) post collateral on terms acceptable to each Rating Agency or (y) find a replacement Acceptable Counterparty, at the Counterparty’s sole cost and expense, acceptable to each Rating Agency (notwithstanding the foregoing, if the Counterparty’s rating is downgraded to “A” or lower, only the option described in clause (y) will be acceptable); provided that, notwithstanding such a downgrade, withdrawal or qualification, unless and until the Counterparty transfers the Interest Rate Cap Agreement to a replacement Acceptable Counterparty pursuant to the foregoing clause (y), the Counterparty will continue to perform its obligations under the Interest Rate Cap Agreement. Failure to satisfy the foregoing shall constitute an Additional Termination Event as defined by Section 5(b)(v) of the ISDA Master Agreement, with the Counterparty as the Affected Party.”

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(g) In connection with an Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion of counsel from counsel for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:

(1) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap Agreement;

(2) the execution and delivery of the Interest Rate Cap Agreement by the Counterparty, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; and

(3) all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Interest Rate Cap Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance.

Section 2.5 Release on Payment in Full.

Lender shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Security Instrument on the Property not theretofore released and remit any remaining Reserve Funds to Borrower.

III. CASH MANAGEMENT

Section 3.1 Establishment of Accounts.

(a) Borrower shall, or shall cause Operating Tenant to, simultaneously herewith, (i) establish, and hereby covenants to maintain, an account (the “Property Account”) with Property Account Bank into which Borrower shall deposit, or cause to be deposited, all Gross Income from Operations and forfeited security deposits, (ii) execute an agreement with Operating Tenant and the Property Account Bank providing for the control of the Property Account by Borrower substantially in the form of Exhibit A attached herewith (the “Pre-Termination Property Account Agreement”) and (iii) Borrower shall assign to, and grant a security interest in favor of, Lender in Borrower’s

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security interest in each Property Account. So long as no default exists under the Operating Lease beyond the expiration of any applicable notice and cure periods, the Property Accounts shall be under the sole dominion and control of the Operating Tenant which shall use the sums in such Property Accounts in accordance with the provisions of the Operating Lease and the Management Agreement.

(b) In the event that an Operating Lease is terminated for any reason whatsoever and not simultaneously replaced with a Replacement Operating Lease in accordance with Section 5.1.24 hereof (a “Termination Event”), Borrower shall promptly establish and maintain an account for the receipt of all Gross Income from Operations (each, a “Post-Termination Property Account”). Each Post-Termination Property Account shall be an Eligible Account with the Property Account Bank in the name of Lender as secured party and Borrower shall enter into a property account agreement substantially in the form of the Pre-Termination Property Account Agreement (the “Post-Termination Property Account Agreement”) between Borrower, Lender and the Property Account Bank with respect to the Post-Termination Property Account. Borrower hereby covenants and agrees that it shall upon the occurrence of a Termination Event, (i) issue direction letters to all credit card companies and other accounts receivable counterparties to make all payments directly to the Lockbox Account, (ii) direct the Manager to immediately transfer to the Post-Termination Property Account any funds received by Manager in respect of the Property, (iii) immediately transfer to the Post-Termination Property Account any funds received by Borrower in respect of the Property, (iv) direct the Property Account Bank to immediately transfer all funds in the Property Account to the Post-Termination Property Account and (v) on the last Business Day of each month, transfer all funds on deposit in the Post-Termination Property Accounts to the Lockbox Account.

(c) Borrower or Lender shall, simultaneously herewith, (i) establish accounts with the Lockbox Bank (the “Lockbox Account”), into which Borrower shall deposit or cause to be deposited all sums on deposit in the Property Account or any Post-Termination Property Account, in accordance with Section 3.2(b) and Section 3.6 hereof, and (ii) execute an agreement with the Lockbox Bank providing for the control of the Lockbox Account by Lender and establishing the following Accounts (which may be book entry sub-accounts) into which amounts in the Property Account or Gross Income from Operations and forfeited security deposits, as applicable, shall be deposited or allocated:

(i) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Monthly Tax Deposit (the “Tax Account”);

(ii) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Monthly Insurance Premium Deposit (the “Insurance Premium Account”);

(iii) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Monthly Debt Service Payment Amount (the “Debt Service Account”);

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(iv) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Replacement Reserve Monthly Deposit (the “Replacement Reserve Account”);

(v) An account with Lockbox Bank into which Borrower shall deposit, or cause to be deposited, the Required Repair Fund (the “Required Repair Account”);

(vi) [Intentionally Deleted];

(vii) [Intentionally Deleted];

(viii) [Intentionally Deleted];

(ix) [Intentionally Deleted]; and

(x) An Account with Lockbox Bank into which, following the occurrence of a Termination Event, Borrower shall deposit, or cause to be deposited, Approved Expenses (the “Borrower Expense Account”).

Section 3.2 Deposits into Lockbox Account.

(a) Borrower covenants that (i) Borrower shall, or shall cause Operating Tenant or Manager to, promptly deposit all Gross Income from Operations and forfeited security deposits into the Property Account, or, if applicable, the Post-Termination Property Account, (ii) Borrower shall send a notice, substantially in the form of Exhibit B, to all tenants (other than the Operating Tenant) now or hereafter occupying space at the Property directing them to pay all Rents and other sums due under the Lease to which they are a party into the Property Account or the Post-Termination Property Account, as the case may be, (iii) Borrower or Manager shall instruct the Franchisor to deposit all Accounts Receivable for the Property and all other sums collected by Franchisor pursuant to the Franchise Agreement into the Property Account or the Post-Termination Property Account, as the case may be, (iv) Borrower or Manager shall deliver a notice substantially in the form of Exhibit D hereto to all credit card companies to pay all Accounts Receivable directly into the Property Account or the Post-Termination Property Account, as the case may be, (v) Borrower shall deposit, or shall cause the Counterparty to deposit, all sums paid under the Interest Rate Cap Agreement directly into the Lockbox Account; (vi) Borrower shall, or shall cause Operating Tenant to deposit all Operating Lease Rent due under the Operating Lease directly into the Lockbox Account, (vii) other than the Accounts, there shall be no other accounts maintained by Borrower or any other Person into which revenues from the ownership and operation of the Property are deposited, and (viii) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Property. Until deposited into the Property Account or the Post-Termination Property Account, as the case may be, any Gross Income from Operations from the Property and forfeited security deposits held by Borrower shall be deemed to be Collateral and shall be held in trust by it for the benefit, and as the property, of Lender and shall not be commingled with any other funds or property of Borrower.

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(b) (i) prior to the occurrence of a Termination Event, Borrower, or Lender on behalf of Borrower, shall, or shall cause Operating Tenant to, direct the Property Account Bank to transfer, two (2) Business Days prior to each Payment Date, all funds on deposit in the Property Account, up to the amount of Operating Lease Rent due for the month in which such Payment Date occurs, to the Lockbox Account; and (ii) following the occurrence of a Termination Event, Borrower, or Lender on behalf of Borrower, shall, direct the Property Account Bank to transfer, on the last Business Day of each month, all funds on deposit in the Post-Termination Property Accounts to the Lockbox Account.

(c) Borrower warrants and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section 3.2 without Lender’s prior written consent.

Section 3.3 Account Name.

(a) The Accounts (other than the Property Account) shall each be in the name of Lender.

(b) In the event Lender transfers or assigns the Loan, Borrower acknowledges that the Property Account Bank and Lockbox Bank, at Lender’s request, shall change the name of each Account (other than the Property Account) to the name of the transferee or assignee. In the event Lender retains a servicer to service the Loan, Borrower acknowledges that the Property Account Bank and Lockbox Bank, at Lender’s request, shall change the name of each account to the name of the servicer, as agent for Lender.

Section 3.4 Eligible Accounts.

Borrower shall, and Borrower shall cause Property Account Bank and Lockbox Account Bank to, maintain each Account as an Eligible Account.

Section 3.5 Permitted Investments.

Sums on deposit in any Account other than the Post-Termination Property Account or Lockbox Account may be invested in Permitted Investments provided (i) such investments are then regularly offered by Lockbox Bank for accounts of this size, category and type, (ii) such investments are permitted by Applicable Law, (iii) the maturity date of the Permitted Investment is not later than the date on which sums in the applicable Account are anticipated by Lender to be required for payment of an obligation for which such Account was created, and (iv) no Event of Default shall have occurred and be continuing. All income earned from Permitted Investments shall be the property of Borrower. Borrower hereby irrevocably authorizes and directs Lockbox Bank, to hold any income earned from Permitted Investments as part of the Accounts. Borrower shall be responsible for payment of any federal, State or local income or other tax applicable to income earned from Permitted Investments. No other investments of the sums on deposit in the Accounts shall be permitted except as set forth in this Section 3.5. Lender shall not be liable for any loss sustained on the investment of any funds constituting the Reserve Funds or of any funds deposited in the related Accounts.

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Section 3.6 The Initial Deposits.

Lender shall determine, in its reasonable discretion, the initial deposit amounts (the “Initial Deposits”) required to be deposited in each of the Tax Account, the Insurance Premium Account, the Replacement Reserve Account, the Required Repair Account, and Borrower shall deposit the respective Initial Deposits into each Account on the Closing Date.

Section 3.7 Transfer To and Disbursements from the Lockbox Account.

(a) Lockbox Bank shall withdraw all funds on deposit in the Lockbox Account on the date immediately preceding each Payment Date (and if such day is not a Business Day then the preceding day which is a Business Day),

(b) Lockbox Bank shall disburse the funds in the Lockbox Account in the following order of priority:

(i) First, funds sufficient to pay the Monthly Tax Deposit shall be deposited in the Tax Account;

(ii) Second, funds sufficient to pay the Monthly Insurance Premium Deposit shall be deposited in the Insurance Premium Account;

(iii) Third, funds sufficient to pay the Monthly Debt Service Payment Amount shall be deposited into the Debt Service Account to be applied (A) first, to the payment of accrued and unpaid interest computed at the Applicable Interest Rate; and (B) second to the payment of the Scheduled Amortization Payment and the reduction of the principal sum (if such Scheduled Amortization Payment is due);

(iv) Fourth, funds sufficient to pay the Replacement Reserve Monthly Deposit shall be deposited in the Replacement Reserve Account;

(v) Fifth, funds sufficient to pay any interest accruing at the Default Rate, and late payment charges, if any, shall be deposited in the Debt Service Account;

(vi) Sixth, to the payment of Lockbox Bank for fees and expenses incurred in connection with this Agreement and the accounts established hereunder;

(vii) Seventh, if a Termination Event has occurred, funds sufficient to pay all costs and expenses, calculated on a Cash basis, required to be paid during such month by or on behalf of Borrower in connection with the ownership and operation of the Property in accordance with the Approved Annual Budget (“Approved Expenses”) shall be deposited in the Borrower Expense Account after deposits for items (i) through (vi) above have been made (provided deposits to the Borrower Expense Account shall not include amounts which have previously been paid pursuant to items (i) through (vi) above);

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(viii) Eighth, if a Termination Event has occurred, funds sufficient to pay any Extraordinary Expenses for such month which have been approved by Lender (and that have not been previously paid pursuant to items (i) through (vii) above) shall be deposited in the Borrower Expense Account after deposits for items (i) through (viii) above have been made;

(ix) Ninth, provided no Event of Default shall exist under the Loan Documents, all amounts remaining in the Lockbox Account after deposits for items (i) through (viii) for the current month and all prior months shall be disbursed to Borrower.

Section 3.8 Withdrawals From the Tax Account and the Insurance Premium Account.

Lender shall have the right to withdraw funds from the Tax Account to pay current Taxes on or before the date Taxes are due and payable. Lender shall have the right to withdraw funds from the Insurance Premium Account to pay current Insurance Premiums on or before the date current Insurance Premiums are due and payable. Lockbox Bank shall disburse funds from the Tax Account and the Insurance Premium Account in accordance with Lender’s written request therefor on the Business Day following Lockbox Bank’s receipt of such written request.

Section 3.9 Withdrawals from the Replacement Reserve Account.

Lender shall disburse funds on deposit in the Replacement Reserve Account in accordance with the provisions of Section 7.3 hereof.

Section 3.10 Withdrawals from the Required Repair Account.

Lender shall disburse funds on deposit in the Required Repair Account in accordance with the provisions of Section 7.1 hereof.

Section 3.11 Withdrawals from the Debt Service Account.

Lender shall have the right to withdraw funds from the Debt Service Account to pay the Monthly Debt Service Payment Amount on or after the date when due, together with any late payment charges or interest accruing at the Default Rate.

Section 3.12 Intentionally Deleted.

Section 3.13 Intentionally Deleted.

Section 3.14 Intentionally Deleted.

Section 3.15 Intentionally Deleted.

Section 3.16 Withdrawals from the Borrower Expense Account.

Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds from the Borrower Expense Account to Borrower following receipt of Borrower’s written

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request for the payment of costs and expenses incurred in connection with the operation of the Property and/or Extraordinary Expenses in accordance with Section 3.7(b)(vii) and Section 3.7(b)(viii), respectively. Such disbursements shall be in accordance with the Approved Annual Budget.

Section 3.17 Sole Dominion and Control.

Borrower acknowledges and agrees that the Accounts are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, including Property Account Bank and Lockbox Bank, subject to the terms hereof; and Borrower shall have no right of withdrawal with respect to any Account except with the prior written consent of Lender or as otherwise provided herein.

Section 3.18 Security Interest.

Borrower hereby grants to Lender a first priority security interest in each of the Accounts and the Account Collateral as additional security for the Debt.

Section 3.19 Rights on Default.

Notwithstanding anything to the contrary in this Article 3, upon the occurrence of an Event of Default, Lender shall promptly notify Property Account Bank and Lockbox Bank in writing of such Event of Default and, without notice from Property Account Bank, Lockbox Bank or Lender, (a) Borrower shall have no further right in respect of (including, without limitation, the right to instruct Lockbox Bank or Property Account Bank to transfer from) the Accounts, (b) Lender may direct Lockbox Account to liquidate and transfer any amounts then invested in Permitted Investments to the Accounts or reinvest such amounts in other Permitted Investments as Lender may reasonably determine is necessary to perfect or protect any security interest granted or purported to be granted hereby or pursuant to the other Loan Documents or to enable Lockbox Bank, as agent for Lender, or Lender to exercise and enforce Lender’s rights and remedies hereunder or under any other Loan Document with respect to any Account or any Account Collateral, and (c) Lender shall have all rights and remedies with respect to the Accounts and the amounts on deposit therein and the Account Collateral as described in this Agreement and in the Security Instrument, in addition to all of the rights and remedies available to a secured party under the UCC, and, notwithstanding anything to the contrary contained in this Agreement or in the Security Instrument, Lender may apply the amounts of such Accounts as Lender determines in its sole discretion including, but not limited to, payment of the Debt.

Section 3.20 Financing Statement; Further Assurances.

Borrower hereby authorizes Lender to file, and upon Lender’s request, shall execute and deliver to Lender for filing, a financing statement or statements under the UCC in connection with any of the Accounts and the Account Collateral with respect thereto in the form required to properly perfect Lender’s security interest therein. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lockbox Bank or Lender to exercise and enforce its rights and remedies hereunder with respect to any Account or Account Collateral.

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Section 3.21 Borrower’s Obligation Not Affected.

The insufficiency of funds on deposit in the Accounts shall not absolve Borrower of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Section 3.22 Payments Received Under this Agreement.

Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, and provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to the monthly payment of Debt Service and amounts due for the Tax and Insurance Escrow Fund, Required Repair Fund, Replacement Escrow Fund and any other payment reserves established pursuant to this Agreement or any other Loan Document shall (provided Lender is not prohibited from withdrawing or applying any funds in the Accounts by Applicable Law or otherwise) be deemed satisfied to the extent sufficient amounts are deposited in the Lockbox Account established pursuant to this Agreement to satisfy such obligations on the dates each such payment is required, regardless of whether any of such amounts are so applied by Lender.

IV. REPRESENTATIONS AND WARRANTIES

Section 4.1 Borrower Representations.

Each Borrower on its own behalf represents and warrants as of the Closing Date that:

4.1.1 Organization.

Borrower is duly organized and is validly existing and in good standing in the jurisdiction in which it is organized, with requisite power and authority to own the Property and to transact the businesses in which it is now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with the Property, its businesses and operations. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own the Property and to transact the businesses in which it is now engaged. Attached hereto as Schedule IV is an organizational chart of Borrower.

4.1.2 Proceedings.

Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and the other Loan Documents have been duly executed and delivered by or on behalf of Borrower and constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

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4.1.3 No Conflicts.

The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other material agreement or instrument to which Borrower is a party or by which any of Borrower’s property or assets is subject, nor to Borrower’s knowledge, will such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Borrower or the Property or any of Borrower’s other assets, or any license or other approval required to operate the Property, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Borrower of this Agreement or any other Loan Documents have been obtained and is in full force and effect.

4.1.4 Litigation.

There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or to Borrower’s knowledge, threatened against or affecting Borrower or the Property, which actions, suits or proceedings, if determined against Borrower or the Property, might materially adversely affect the condition (financial or otherwise) or business of Borrower or the condition or ownership of the Property.

4.1.5 Agreements.

Borrower is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Borrower or the Property, or Borrower’s business, properties or assets, operations or condition, financial or otherwise. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or the Property is bound. Borrower has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower is a party or by which Borrower or any Property is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Property and (b) obligations under the Loan Documents.

4.1.6 Solvency.

Borrower (a) has not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrowers’ assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities,

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including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition under the Bankruptcy Code or similar state bankruptcy or insolvency law has been filed against Borrower or any constituent Person in the last seven (7) years, and neither Borrower nor any constituent Person in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor any of its constituent Persons are contemplating either the filing of a petition by it under the Bankruptcy Code or similar state bankruptcy or insolvency law or the liquidation of all or a major portion of Borrower’s assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.

4.1.7 Full and Accurate Disclosure.

No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no fact presently known to Borrower which has not been disclosed to Lender which materially and adversely affects, or might materially and adversely affect, the Property or the business, operations or condition (financial or otherwise) of Borrower.

4.1.8 No Plan Assets.

Borrower is not, a Plan and none of the assets of Borrower constitute or will constitute “Plan Assets” of one or more Plans. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to State statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

4.1.9 Compliance.

Borrower and the Property and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes. Borrower is in compliance with all notices of violation of any order, writ, injunction, decree or demand of any Governmental Authority in all material respects. There has not been committed by Borrower or any other Person in occupancy of or involved with the operation or use of the Property any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. The representations made in this Section 4.1.9 shall not apply to matters arising under or pertaining to compliance with Environmental Laws (which are addressed exclusively under Section 4.1.39 of this Agreement).

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4.1.10 Financial Information.

All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in respect of Borrower, Operating Tenant and the Property (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of Borrower, Operating Tenant and the Property, as applicable, as of the date of such reports, and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances, neither Borrower nor Operating Tenant has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses that are known to Borrower and reasonably likely to have a materially adverse effect on the Property or the operation thereof as a hotel except as referred to or reflected in said financial statements. Since the date of such financial statements, there has been no materially adverse change in the financial condition, operations or business of Borrower or Operating Tenant from that set forth in said financial statements.

4.1.11 Condemnation.

No Condemnation or other similar proceeding has been commenced or, to Borrower’s knowledge, is threatened or contemplated with respect to all or any material portion of the Property or for the relocation of roadways providing access to the Property.

4.1.12 Federal Reserve Regulations.

No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.13 Utilities and Public Access.

The Property has rights of access to public ways and is served by public water, sewer, sanitary sewer and storm drain facilities adequate to service the Property for its intended use. All public utilities necessary or convenient to the full use and enjoyment of the Property are located either in the public right-of-way abutting the Property (which are connected so as to serve the Property without passing over other property) or in recorded easements serving the Property and such easements are set forth in and insured by the Title Insurance Policy. All roads necessary for the use of the Property for its current purpose have been completed, are physically open and are dedicated to public use and have been accepted by all Governmental Authorities.

4.1.14 Not a Foreign Person.

Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the Code.

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4.1.15 Separate Lots.

The Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of the Property.

4.1.16 Assessments.

There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

4.1.17 Enforceability.

The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, including the defense of usury, and Borrower has not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.1.18 No Prior Assignment.

There are no prior assignments of the Leases or any portion of the Rents due and payable or to become due and payable which are presently outstanding.

4.1.19 Insurance.

Borrower has obtained and has delivered to Lender certified copies of all insurance policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any such policy.

4.1.20 Use of Property.

The Property is used exclusively for hotel purposes and other appurtenant and related uses including but not limited to restaurants and lounges.

4.1.21 Certificate of Occupancy; Licenses.

All material certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits required for the legal use, occupancy and operation of the Property by Borrower as a hotel (collectively, the “Licenses”), have been obtained and are in full force and effect and are not subject to revocation, suspension or forfeiture. Borrower shall keep and maintain all Licenses necessary for the operation of the Property as a hotel. The use being made of the Property conforms in all material respects with the certificate of occupancy issued for the Property.

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4.1.22 Flood Zone.

None of the Improvements on the Property are located in an area as identified by the Federal Emergency Management Agency as an area having special flood hazards and, if so located, the flood insurance required pursuant to Section 6.1(a)(vii) is in full force and effect.

4.1.23 Physical Condition.

Except as disclosed to Lender in the Physical Conditions Report, the Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond. Except as disclosed to Lender in the Physical Conditions Report, the Property is free from damage covered by fire or other casualty. Except as disclosed to Lender in the Physical Conditions Report, all liquid and solid waste disposal, septic and sewer systems located on the Property are in a good and safe condition and repair and in compliance with all Legal Requirements.

4.1.24 Boundaries.

Except as disclosed to Lender in the Physical Conditions Report and the related Survey, all of the Improvements which were included in determining the appraised value of the Property lie wholly within the boundaries and building restriction lines of the Property, and no improvements on adjoining properties encroach upon the Property, and no easements or other encumbrances upon the Property encroach upon any of the Improvements.

4.1.25 Leases.

The Property is not subject to any Leases other than the Leases described in Schedule II attached hereto and made a part hereof. Borrower or Operating Tenant, as the case may be, is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases. The current Major Leases are in full force and effect and, there are no material defaults by Borrower or Operating Tenant, as the case may be, or any tenant under any Major Lease, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults under any Major Lease. No Rent has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents payable with respect to Major Leases. All work to be performed by Borrower or Operating Tenant, as the case may be, under each Major Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower or Operating Tenant, as the case may be, to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Major Lease

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or of the Rents received therein which is still in effect. No tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. To Borrower’s knowledge, no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that are both (i) in material compliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the Property or each tenant’s respective business at the Property as set forth in their respective Leases, (B) held by a tenant for sale to the public in its ordinary course of business, or (C) fully disclosed in the Environmental Reports or otherwise disclosed to and approved by Lender in writing.

4.1.26 [Reserved]

4.1.27 [Reserved]

4.1.28 Filing and Recording Taxes.

All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Property to Borrower have been paid. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Security Instrument, have been paid.

4.1.29 Franchise Agreement.

The Franchise Agreement is in full force and effect, all franchise fees, reservation fees, royalties and other sums due thereunder have been paid in full to date, and neither Borrower nor Franchisor is in default thereunder in any material respect.

4.1.30 Management Agreement.

The Management Agreement is in full force and effect and there is no material default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

4.1.31 Illegal Activity.

No portion of the Property has been or will be purchased with proceeds of any illegal activity and to the best of Borrower’s knowledge, there are no illegal activities or activities relating to any controlled substances at the Property.

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4.1.32 No Change in Facts or Circumstances; Disclosure.

All information submitted by Borrower and Operating Tenant to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower and Operating Tenant in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects. There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the use, operation or value of the Property or the business operations or the financial condition of Borrower and Operating Tenant. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any information described in this Section 4.1.32 or any representation or warranty made herein to be materially misleading.

4.1.33 Investment Company Act.

Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (c) subject to any other federal or State law or regulation which purports to restrict or regulate its ability to borrow money.

4.1.34 Principal Place of Business; State of Organization.

Borrower’s principal place of business as of the date hereof is the address set forth in the Preamble hereto. Borrower is organized under the laws of the State of Delaware and its organizational identification number is 2926691.

4.1.35 Single Purpose Entity.

Borrower covenants and agrees that its organizational documents shall provide that it has not, and shall not (except as expressly set forth below), and that the organizational documents of its general partner(s), if Borrower is a partnership, or its managing member(s), if Borrower is a limited liability company with multiple members (in each case, “Principal”) shall provide that it has not and shall not (except as expressly set forth below):

(a) with respect to Borrower, engage in any business or activity other than the acquisition, development, ownership, operation, leasing, managing and maintenance of the Property and the property owned by Borrower commonly known as Holiday Inn Select – New Orleans Airport located in Kenner, Louisiana, and, other than the Prior Financing (which such Prior Financing has been defeased in full and there are no continuing liabilities or obligations thereunder other than residual obligations and liabilities that expressly survive and are customary and reasonable for securitized commercial mortgage loan transactions), entering into the Loan, and activities incidental thereto and with respect to Principal, engage in any business or activity other than the ownership of its interest in Borrower, and activities incidental thereto;

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(b) with respect to Borrower, acquire or own any material assets other than (i) the Property and the property owned by Borrower commonly known as Holiday Inn Select – New Orleans Airport located in Kenner, Louisiana, and (ii) such incidental Personal Property as may be necessary for the operation of the Property, and with respect to Principal, acquire or own any material asset other than its interest in Borrower;

(c) with respect to Borrower and other than the Prior Financing (which such Prior Financing has been defeased in full and there are no continuing liabilities or obligations thereunder other than residual obligations and liabilities that expressly survive and are customary and reasonable for securitized commercial mortgage loan transactions), borrow money or incur indebtedness other than (i) normal trade accounts payable, provided that such debt is not evidenced by a note and is paid within 60 days of the date when such payment is due, (ii) lease obligations in the ordinary course of business, (iii) consensual lines on its property or equipment leases for amounts aggregating no more than $50,000, and with respect to Principal, incur any debt secured or unsecured, direct or contingent (including guaranteeing any obligations);

(d) dissolve or liquidate;

(e) sell or lease all or substantially all of the Properties, otherwise dispose of the Property or all or substantially all of the assets of Borrower or Principal, as applicable;

(f) file a voluntary petition or otherwise initiate proceedings to have itself adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against itself, or file a petition seeking or consenting to reorganization or relief of itself as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to Borrower or Principal, as applicable; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of itself or of all or any substantial part of the properties and assets of Borrower or Principal, as applicable, or make any general assignment for the benefit of creditors of Borrower or Principal, as applicable, or admit in writing its inability to pay its debts generally as they become due or declare or effect a moratorium on its debt or take any action in furtherance of any such action;

(g) amend, modify or alter its formation documents;

(h) merge or consolidate with any other entity;

(i) fail to own all property owned by Borrower or Principal, as applicable, in its own name;

(j) fail to maintain books, records, financial statements and bank accounts separate from those of its affiliates and any other persons or entity (noting in any consolidated financial statements its separate legal existence);

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(k) fail to maintain its assets in such a manner that it is not costly or difficult to segregate, ascertain or identify such assets;

(l) fail to observe all organizational formalities and preserve its existence;

(m) fail to hold itself out as a legal entity separate and distinct from any other entity;

(n) fail to allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including paying for office space and services performed by any employee of an affiliate, and maintain a sufficient number of employees in light of its contemplated business operations;

(o) fail to transact all business with affiliates on terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than any such party;

(p) fail to conduct business in its own name, and maintain and utilize separate stationery, invoices and checks;

(q) except as permitted under the Loan Documents and except with respect to funds of Borrower which will be deposited into a central account for the sole purpose of paying operating expenses of the Property, commingle its funds or other assets with those of any affiliate or other person or entity;

(r) guarantee or become obligated for the debts of any other person or entity or hold itself out to be responsible for the debts of any other person or entity, other than with respect to the Loan;

(s) fail to pay its debts and liabilities out of its assets as the same shall become due;

(t) make loans or advances to any third party (including any affiliate) and not acquire obligations or securities of its members or affiliates;

(u) pledge its assets for the benefit of any other person or entity other than with respect to the Loan;

(v) fail to correct any known misunderstanding regarding its separate identity;

(w) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(x) fail to maintain all required qualifications to do business in the states in which the Property is located;

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(y) not share any common logo with or identify or hold itself out as or be considered as a department or division of any other person or entity;

(z) with respect to Principal, or if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.35(bb) below, fail at any time to have at least two independent directors (each an “Independent Director”) that is not and has not been for at least five (5) years: (a) a stockholder, director, officer, employee, partner, member, attorney or counsel of Borrower or of Principal or any Affiliate of either of them; (b) a customer, supplier or other Person who derives its purchases or revenues (other than any fee paid to such director as compensation for such director to serve as an Independent Director) from its activities with Borrower, Principal or any Affiliate of either of them (a “Business Party”); (c) a person or other entity controlling or under common control with any such stockholder, partner, member, director, officer, attorney, counsel or Business Party; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, attorney, counsel or Business Party. Notwithstanding the foregoing, no Independent Director shall also serve as an Independent Director (as such term is defined in the Subordination and Attornment Agreement) for Operating Tenant or Principal (as such term is defined in the Subordination and Attornment Agreement); or

(aa) with respect to Principal, or if Borrower is a single member limited liability company that complies with the requirements of Section 4.1.35(bb) below, permit its board of directors to take any action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock or other applicable organizational documents, requires the unanimous vote of one hundred percent (100%) of the members of the board without the vote of each Independent Director.

(bb) In the event Borrower is a Delaware limited liability company that does not have a managing member which complies with the requirements for a Principal under this Section 4.1.35, the limited liability company agreement of Borrower (the “LLC Agreement”) shall provide that (A) upon the occurrence of any event that causes the last remaining member of Borrower (“Member”) to cease to be the member of Borrower (other than (1) upon an assignment by Member of all of its limited liability company interest in Borrower and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (2) the resignation of Member and the admission of an additional member of Borrower in accordance with the terms of the Loan Documents and the LLC Agreement), any person acting as Independent Director of Borrower shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of Borrower, automatically be admitted to Borrower (“Special Member”) and shall continue Borrower without dissolution and (B) Special Member may not resign from Borrower or transfer its rights as Special Member unless (1) a successor Special Member has been admitted to Borrower as Special Member in accordance with requirements of Delaware law and (2) such successor Special Member has also accepted its appointment as an Independent Director. The LLC Agreement shall further provide that (v) Special Member shall automatically cease to be a member of Borrower upon the admission to Borrower of a substitute Member, (w) Special Member

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shall be a member of Borrower that has no interest in the profits, losses and capital of Borrower and has no right to receive any distributions of Borrower assets, (x) pursuant to Section 18-301 of the Delaware Limited Liability Company Act (the “Act”), Special Member shall not be required to make any capital contributions to Borrower and shall not receive a limited liability company interest in Borrower, (y) Special Member, in its capacity as Special Member, may not bind Borrower and (z) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, Borrower, including, without limitation, the merger, consolidation or conversion of Borrower; provided, however, such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Director, to vote on such matters required by the LLC Agreement. In order to implement the admission to Borrower of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower as Special Member, Special Member shall not be a member of Borrower.

The bankruptcy, dissolution, liquidation or termination of any Member shall not cause the termination or dissolution of Borrower, and the business of Borrower shall continue. Upon the occurrence of a bankruptcy or the dissolution (without reconstitution within sixty (60) days thereafter) of any Member, the membership of such Member shall terminate, and the trustee, receiver, or legal representative of such Member shall have all the rights of such Member for the purpose of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such assignee as a substitute Member including the same right (subject to the same limitations) as the terminated Members would have had to transfer its interest in Borrower or Principal, as applicable. The LLC Agreement shall provide that each of Member and Special Member waives any right it might have to agree in writing to dissolve Borrower upon the occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower.

4.1.36 Business Purposes.

The Loan is solely for the business purpose of Borrower, and is not for personal, family, household, or agricultural purposes.

4.1.37 Taxes.

Borrower has filed all federal, State, county, municipal, and city income tax returns required to have been filed by it and has paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by it. Borrower knows of no basis for any additional assessment in respect of any such taxes and related liabilities for prior years.

4.1.38 Forfeiture.

Neither Borrower nor to Borrower’s knowledge, any other Person in occupancy of or involved with the operation or use of the Property has committed any act or omission affording

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the federal government or any State or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under the Note, this Agreement or the other Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture.

4.1.39 Environmental Representations and Warranties.

Borrower represents and warrants, except as disclosed in the written reports resulting from the environmental site assessments of the Property delivered to and approved by Lender prior to the Closing Date (the “Environmental Report”) and information that Borrower knows or should reasonably have known that: (a) there are no Hazardous Materials or underground storage tanks in, on, or under the Property, except those that are both (i) in material compliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the Property or each tenant’s respective business at the Property, or (B) held by a tenant for sale to the public in its ordinary course of business, (b) there are no past, present or threatened Releases of Hazardous Materials in, on, under or from the Property in material violation of any Environmental Law and which would be reasonably likely to require remediation by a Governmental Authority; (c) there is no threat of any Release of Hazardous Materials in material violation of Environmental Law migrating to the Property from any adjoining property; (d) there is no past or present material non-compliance with current Environmental Laws, or with permits issued pursuant thereto, in connection with the Property; (e) Borrower has not received, any written notice or other written communication from any Person (including but not limited to a Governmental Authority) relating to potential liability arising out of the release of Hazardous Materials in, on, under or from the Property which matter remains pending or has not been resolved or cured; and (f) Borrower has truthfully and fully made available to Lender copies of any and all material reports relating to the environmental condition of the Property contained in Borrower’s files and records or within Borrower’s custody or control, including but not limited to any reports relating to Hazardous Materials in, on, under or migrating to or from the Property.

4.1.40 Taxpayer Identification Number.

Borrower’s United States taxpayer identification number is                             .

4.1.41 OFAC.

Borrower represents and warrants that neither Borrower, Guarantor, Operating Tenant nor any of their respective Affiliates is a Prohibited Person, and Borrower, Guarantor, and their respective Affiliates are in compliance with all applicable orders, rules, regulations and recommendations of The Office of Foreign Assets Control of the U.S. Department of the Treasury.

4.1.42 Intentionally Deleted.

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4.1.43 Deposit Accounts.

(a) The Property Account Agreements create valid and continuing security interests (as defined in the UCC) in the Property Accounts in favor of Borrower and Lender, and in the Post-Termination Property Accounts in favor of Lender, and the control agreement for the Lockbox Agreement creates a valid and continuing security interest in the Lockbox Account in favor of Lender, which security interests are prior to all other Liens and are enforceable as such against creditors of and purchasers from Borrower;

(b) Borrower and Lender agree that each Property Account and each Post-Termination Property Account is and shall be maintained (i) as a “deposit account” (as such term is defined in Section 9-102(a)(29) of the UCC), (ii) in such a manner that Borrower shall have control (within the meaning of Section 9-104(a)(2) of the UCC) over the Property Account (subject to Borrower’s assignment of its security interest in such account to Lender as collateral for the Loan pursuant to the Security Instrument) and Lender shall have control (within the meaning of Section 9-104(a)(2) of the UCC) over the Post-Termination Property Account, (iii) such that Manager shall have no right of withdrawal from the Property Account or the Post-Termination Account. Without limiting Borrower’s obligations under the immediately preceding sentence, Borrower shall only establish and maintain the Property Account and each Post-Termination Property Account with a financial institution that has executed an agreement substantially in the form of the Property Account Agreement or in such other form reasonably acceptable to Lender.

(c) Borrower and Lender agree that each Account other than the Property Account is and shall be maintained (i) as a “securities account” (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over each such Account, (iii) such that neither Borrower nor Manager shall have any right of withdrawal from such Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from such Accounts, (iv) in such a manner that the Lockbox Bank shall agree to treat all property credited to each Account other than the Property Accounts as “financial assets” and (v) such that all securities or other property underlying any financial assets credited to such Accounts shall be registered in the name of Lockbox Bank, indorsed to Lockbox Bank or in blank or credited to another securities account maintained in the name of Lockbox Bank and in no case will any financial asset credited to any such Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Lockbox Bank or in blank);

(d) Borrower owns and has good title to the Property Accounts, the Post-Termination Property Accounts and the Lockbox Account free and clear of any Lien or claim of any Person;

(e) Borrower has delivered to Lender fully executed agreements pursuant to which the banks maintaining the Property Accounts have agreed to comply with all instructions originated by Lender directing disposition of the funds in such accounts without further consent by Borrower;

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(f) Other than the security interest granted to Lender pursuant to this Agreement and the Property Account Agreements, Borrower has not pledged, assigned, or sold, granted a security interest in, or otherwise conveyed any of the Property Accounts or the Lockbox Account; and

(g) The Property Accounts and the Lockbox Account are not in the name of any Person other than Borrower or Lender. Borrower has not consented to the banks maintaining the Lockbox Account or the Property Accounts to comply with instructions of any Person other than Lender.

4.1.44 Embargoed Person.

As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Principal, Operating Tenant and Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder (“Embargoed Person”) with the result that the investment in Borrower, Principal, or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan made by the Lender is in violation of law; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower, Principal, or Guarantor, as applicable, with the result that the investment in Borrower, Principal, Operating Tenant or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) to Borrower’s knowledge, none of the funds of Borrower, Principal, Operating Tenant or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Principal, Operating Tenant or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law.

4.1.45 Personal Property.

Borrower owns, leases or licenses adequate Personal Property (other than Inventory) and Operating Tenant owns adequate Inventory to maintain and operate the Property as a hotel in accordance with the standards of this Agreement, the Operating Lease, the Management Agreement and the Franchise Agreement. The Personal Property is not subject to any liens, leases or financing arrangements other than Permitted Encumbrances. The Personal Property (other than Inventory) is leased to the Operating Tenant pursuant to the Operating Lease.

4.1.46 Operating Lease.

The Operating Lease is in full force and effect and there is no material default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a material default thereunder. The Operating Tenant is directly or indirectly, wholly owned and controlled by the Operating Partnership.

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Section 4.2 Survival of Representations.

Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

V. BORROWER COVENANTS

Section 5.1 Affirmative Covenants.

From the date hereof and until payment in full of the Debt or the earlier release of the Liens of all Security Instrument encumbering the Property (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1 Existence; Compliance with Legal Requirements.

(a) Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises, and comply, in all material respects, with all Legal Requirements applicable to it and the Property. There shall never be committed by Borrower or Operating Tenant any act or omission affording the federal government or any State or local government the right of forfeiture against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit or permit any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Property in good working order and repair, reasonable wear and tear excepted, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Security Instrument. Borrower shall keep the Property insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower shall operate the Property that is the subject of any O&M Program in accordance with the terms and provisions thereof in all material respects.

(b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or the Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all

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Applicable Laws; (iii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower or the Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Lender may apply any such security or part thereof, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or the Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2 Taxes and Other Charges.

Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable. Borrower shall furnish to Lender receipts, or other evidence for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 7.2 hereof). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; (vi) Borrower shall have deposited with Lender adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Borrower has paid all of the Taxes under protest (provided, however, that Borrower shall not be required to deposit such reserves with Lender, in the event that funds sufficient to pay such Taxes shall theretofore have been deposited with or collected by Lender pursuant to Section 3.7 hereof, and (vii) Borrower shall furnish such security as may be required in the proceeding.

5.1.3 Litigation.

Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened against Borrower which might materially adversely affect Borrower’s condition (financial or otherwise) or business or the condition or ownership of the Property.

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5.1.4 Access to Property.

Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

5.1.5 Notice of Default.

Borrower shall promptly advise Lender of any material adverse change in Borrower’s condition, financial or otherwise, or of the occurrence of any Event of Default of which Borrower has knowledge.

5.1.6 Cooperate in Legal Proceedings.

Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way adversely affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7 Award and Insurance Benefits.

Borrower shall cooperate with Lender in obtaining for Borrower and Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with the Property, and Lender shall be reimbursed for any reasonable expenses incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting the Property or any part thereof) out of such Award or Insurance Proceeds.

5.1.8 Further Assurances.

Borrower shall, at Borrower’s sole cost and expense:

(a) furnish to Lender all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents or reasonably requested by Lender in connection therewith;

(b) execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require including, without limitation, the authorization of Lender to execute and/or the execution by Borrower of UCC financing statements and the execution and delivery of all such writings necessary to transfer any liquor licenses into the name of Lender or its designee after the occurrence and continuance of any Event of Default; and

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(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time.

5.1.9 Mortgage and Intangible Taxes.

Borrower shall pay all State, county and municipal recording, mortgage, intangible, and all other taxes imposed upon the execution and recordation of the Security Instrument and/or upon the execution and delivery of the Note.

5.1.10 Financial Reporting.

(a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender), proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense in connection with the operation of the Property. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Borrower, Operating Tenant and/or Manager or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. To the extent that any of the items described below in this Section 5.1.10 are prepared by the Operating Tenant rather than by Borrower, Borrower agrees to cause Operating Tenant to deliver such items to Lender in the form and within the time periods set forth below.

(b) Borrower will furnish to Lender annually, within one hundred twenty (120) days following the end of each Fiscal Year, a complete copy of Borrower’s annual financial statements audited by an Approved Accountant in accordance with GAAP (or such other accounting basis acceptable to Lender) covering the Property for such Fiscal Year and containing statements of profit and loss for Borrower and the Property (including the income and expenses maintained by the Operating Tenant and adjusted for real estate taxes, insurance and other fixed charges, through net operating income) and lease payment amounts and a balance sheet for Borrower. Such statements shall set forth the financial condition and the results of operations for the Property for such Fiscal Year, and shall include, but not be limited to, amounts representing annual Net Cash Flow, Net Operating Income, Gross Income from Operations and Operating Expenses and (including the income and expenses maintained by the Operating Tenant and adjusted for real estate taxes, insurance and other fixed charges, through net operating income) and lease payment amounts. Borrower’s annual financial statements shall be accompanied by

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(i) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year, (ii) a certificate executed by a Responsible Officer or other appropriate officer of Borrower or Principal, as applicable, stating that each such annual financial statement presents fairly the financial condition and the results of operations of Borrower and the Property being reported upon and has been prepared in accordance with GAAP, (iii) an opinion of an Approved Accountant reasonably acceptable to Lender, (iv) a rent roll, (v) an annual occupancy report for such year, including the average daily room rate for such year; and (vi) a schedule audited by such Approved Accountant reconciling Net Operating Income to Net Cash Flow (the “Net Cash Flow Schedule”), which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow deemed material by such independent certified public accountant. Together with Borrower’s annual financial statements, Borrower shall furnish to Lender an Officer’s Certificate certifying as of the date thereof whether there exists an event or circumstance which, to Borrower’s knowledge, constitutes a Default or Event of Default under the Loan Documents executed and delivered by, or applicable to, Borrower, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same.

(c) Borrower will furnish, or cause to be furnished, to Lender on or before twenty (20) days after the end of each calendar month the following items, accompanied by a certificate of a Responsible Officer or other appropriate officer of Borrower or Principal, as applicable, stating that such items are true, correct, accurate, and complete and fairly present the financial condition and results of the operations of Borrower and the Property (subject to normal year-end adjustments): (i) a report of occupancy for the subject month including an average daily room rate, and any and all franchise inspection reports received by Borrower or Operating Tenant during the subject month accompanied by an Officer’s Certificate with respect thereto; (ii) monthly and year-to-date operating statements (including Capital Expenditures) prepared for each calendar month, noting Net Operating Income, Gross Income from Operations, and Operating Expenses (not including any contributions to the Replacement Reserve Fund), (including the income and expenses maintained by the Operating Tenant and adjusted for real estate taxes, insurance and other fixed charges, through net operating income) and lease payment amounts and other information necessary and sufficient to fairly represent the financial position and results of operation of the Property during such calendar month, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of (A) five percent (5%) or more between budgeted and actual amounts for such periods on an aggregate basis; (B) ten percent (10%) or more between budgeted and actual amounts for such periods with respect to each line item; and (C) five percent (5%) or more between projected and actual Gross Income from Operations for such periods on an aggregate basis all in form satisfactory to Lender but only to the extent requested by Lender; and (iii) a Net Cash Flow Schedule. In addition, such certificate shall also be accompanied by a certificate of a Responsible Officer or other appropriate officer of Borrower or Principal of Borrower stating that the representations and warranties of Borrower set forth in Section 4.1.35 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than sixty (60) days.

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(d) For the partial year period commencing on the date hereof, and for each Fiscal Year thereafter, Borrower shall submit to Lender an Annual Budget for the Property not later than sixty (60) days prior to the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender, and shall be subject to Lender’s written approval, such approval not to be unreasonably withheld, notwithstanding any limitation in the Operating Lease on Borrower’s right to approve the Operating Tenant’s operating budget (each such Annual Budget after it has been approved in writing by Lender shall be hereinafter referred to as an “Approved Annual Budget”). The Annual Budget defined in and required pursuant to Section 17.3 of the Operating Lease shall satisfy the form of the required Annual Budget. If Lender does not advise Borrower of any objections to the proposed Annual Budget within twenty (20) Business Days after receipt thereof, such proposed Annual Budget shall be deemed approved. In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within twenty (20) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower and Operating Tenant shall promptly revise such Annual Budget and resubmit the same to Lender; Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower and Operating Tenant shall promptly revise the same in accordance with the process described in this subsection until Lender approves the Annual Budget. Until such time that Lender approves or has been deemed to approve a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and utilities expenses.

(e) Borrower shall furnish to Lender, within ten (10) Business Days after request such further detailed information with respect to the operation of the Property and the financial affairs of Borrower, Operating Tenant, the REIT, the Operating Partnership or the Manager as may be reasonably requested by Lender, including, without limitation, an annual operating budget for the Property.

(f) Borrower shall cause Operating Tenant to have Manager simultaneously deliver to Lender all financial statements and reports required to be delivered to Operating Tenant by Manager pursuant to the Management Agreement.

(g) Borrower shall promptly send to Lender, and cause the Operating Tenant to promptly send to Lender, all Quality Assurance Reports or other reports of inspection delivered by Franchisor.

(h) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, (ii) on a compact disk or a diskette, and (iii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files).

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(i) Borrower agrees that Lender may forward to each purchaser, transferee, assignee, servicer, participant, Co-Lender or investor in all or any portion of the Loan or any Securities (collectively, the “Investor”) or any Rating Agency rating such participations and/or Securities and each prospective Investor, and any organization maintaining databases on the underwriting and performance of commercial mortgage loans, all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Borrower, any Guarantor, and the Property, whether furnished by Borrower, any Guarantor, or otherwise, as Lender determines necessary or desirable. Borrower irrevocably waives any and all rights it may have under any Applicable Laws to prohibit such disclosure, including, but not limited, to any right of privacy.

5.1.11 Business and Operations.

Borrower will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Property. Borrower will remain in good standing under the laws of each jurisdiction to the extent required for the ownership, maintenance, management and operation of the Property.

5.1.12 Costs of Enforcement.

In the event (a) that the Security Instrument encumbering the Property is foreclosed in whole or in part or that the Security Instrument is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to the Security Instrument encumbering the Property in which proceeding Lender is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or any of its constituent Persons or an assignment by Borrower or any of its constituent Persons for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, including reasonable attorneys’ fees and costs, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes.

5.1.13 Estoppel Statement.

(a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the Applicable Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, and (vi) that the Note, this Agreement, the Security Instrument and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b) Borrower shall deliver to Lender upon request, (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication) tenant estoppel certificates from each tenant under a Major Lease at the Property in form and substance reasonably satisfactory to Lender.

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(c) Borrower shall, promptly upon request of Lender (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication) use commercially reasonable efforts to deliver an estoppel certificate from Franchisor stating that (i) the Franchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither Franchisor nor Borrower nor Operating Tenant is in default under any of the material terms, covenants or provisions of the Franchise Agreement and Franchisor knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Franchise Agreement, (iii) neither Franchisor nor Borrower nor Operating Tenant has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) all sums due and payable to Franchisor under the Franchise Agreement have been paid in full.

(d) Borrower shall, promptly upon request of Lender (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication), deliver an estoppel certificate from Operating Tenant stating that (i) the Operating Lease is in full force and effect and has not been modified, amended or assigned (or listing the modifications, amendments or assignments, if any), (ii) neither Operating Tenant nor Borrower is in default under any of the material terms, covenants or provisions of the Operating Lease and Operating Tenant knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Operating Lease, (iii) neither Operating Tenant nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Operating Lease and (iv) all sums due and payable to Operating Tenant under the Operating Lease has been paid in full.

(e) Borrower shall, promptly upon request of Lender (to be made no more frequently than once in any consecutive twelve month period, unless such request is made in connection with a Securitization or a Syndication), deliver an estoppel certificate from Manager stating that (i) the Management Agreement is in full force and effect and has not been modified, amended or assigned (or listing the modifications, amendments or assignments, if any), (ii) neither Manager nor Borrower nor Operating Tenant, as the case may be, is in default under any of the material terms, covenants or provisions of the Management Agreement and Manager knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Management Agreement, (iii) neither Manager nor Borrower nor Operating Tenant, as the case may be, has commenced any action or given or received any notice for the purpose of terminating the Management Agreement and (iv) all sums due and payable to Manager under the Management Agreement has been paid in full.

5.1.14 Loan Proceeds.

Borrower shall use the proceeds of the Loan received by it on the Closing Date only for the purposes set forth in Section 2.1.4.

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5.1.15 Performance by Borrower.

Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower without the prior written consent of Lender.

5.1.16 Confirmation of Representations.

Borrower shall deliver, in connection with any Securitization or Syndication, (a) one or more Officer’s Certificates certifying as to the accuracy of all representations made by Borrower in the Loan Documents as of the date of the closing of such Securitization or Syndication in all relevant jurisdictions, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower and Principal as of the date of the closing of such Securitization or Syndication.

5.1.17 Leasing Matters.

(a) With respect to the Property, Borrower or Operating Tenant may enter into a proposed Lease (including the renewal or extension of an existing Lease, other than an Operating Lease, (a “Renewal Lease”)) without the prior written consent of Lender, provided that if such proposed Lease or Renewal Lease is a Major Lease, such Major Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Major Lease is executed by Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) does not have a material adverse effect on the value or quality of the Property, and (iv) is subject and subordinate to the Security Instrument and the lessee thereunder agrees to attorn to Lender. All proposed Major Leases which do not satisfy the requirements set forth in this Section 5.1.17(a) shall be subject to the prior approval of Lender, which approval shall not be unreasonably withheld. At Lender’s request, Borrower and Operating Tenant, as applicable, shall promptly deliver to Lender copies of all Major Leases which are entered into pursuant to this Subsection together with Borrower’s certification that it has satisfied all of the conditions of this Section.

(b) Borrower and Operating Tenant (i) shall observe and perform all the material obligations imposed upon the lessor under the Major Leases and shall not do or permit to be done anything to impair the value of any of the Major Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default or other material matters which Borrower shall send or receive with respect to the Major Leases; (iii) shall enforce all of the material terms, covenants and conditions contained in the Major Leases upon the part of the tenant thereunder to be observed or performed (except for termination of a Major Lease which shall require Lender’s prior written approval); (iv) shall not collect any of the Rents more than one (1) month in advance (except security deposits shall not be deemed Rents collected in advance); (v) shall not execute

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any other assignment of the lessor’s interest in any of the Major Leases or the Rents; and (vi) shall not consent to any assignment of or subletting under any Major Leases not in accordance with their terms, without the prior written consent of Lender.

(c) Borrower and Operating Tenant may, without the consent of Lender, amend, modify or waive the provisions of any Lease or terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Lease (other than the Operating Lease) (including any guaranty, letter of credit or other credit support with respect thereto) provided that such Lease is not a Major Lease and that such action (taking into account, in the case of a termination, reduction in rent, surrender of space or shortening of term, the planned alternative use of the affected space) does not have a material adverse effect on the value of the Property taken as a whole, and provided that such Lease, as amended, modified or waived, is otherwise in compliance with the requirements of this Agreement and any lease subordination agreement binding upon Lender with respect to such Lease. A termination of a Lease (other than a Major Lease) with a tenant who is in default beyond applicable notice and grace periods shall not be considered an action which has a material adverse effect on the value of the Property taken as a whole. Any amendment, modification, waiver, termination, rent reduction, space surrender or term shortening which does not satisfy the requirements set forth in this Subsection shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld and its counsel, at Borrower’s expense. At Lender’s request, Borrower and Operating Tenant, as applicable, shall promptly deliver to Lender copies of all Leases, amendments, modifications and waivers which are entered into pursuant to this Section 5.1.17(c) together with Borrower’s certification that it has satisfied all of the conditions of this Section 5.1.17(c).

(d) Notwithstanding anything contained herein to the contrary, with respect to the Property, neither Borrower nor Operating Tenant shall, without the prior written consent of Lender, which consent shall not be unreasonably withheld, enter into, renew, extend, amend, modify, waive any provisions of, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Major Lease or any instrument guaranteeing or providing credit support for any Major Lease.

5.1.18 Management Agreement.

(a) The Improvements on the Property are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under the Management Agreement exceed three percent (3%) of the gross income derived from the Property and any incentive management fees shall not accrue. All fees (base, incentive, termination or otherwise) due under the Management Agreement must be subordinate in lien and payment to the Security Instrument and this Agreement (other than base management fees not in excess of three percent (3%) of the gross income derived from the Property). Borrower shall, or shall cause the Operating Tenant to (i) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement, on the part of Borrower or Operating Tenant to be performed and observed to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and Operating Tenant under the Management

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Agreement and (ii) promptly notify Lender of the giving of any notice by Manager to Borrower or Operating Tenant of any default by Borrower or Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice. Neither Borrower nor Operating Tenant shall surrender the Management Agreement, consent to the assignment by the Manager of its interest under the Management Agreement, or terminate or cancel the Management Agreement, or modify, change, supplement, alter or amend the Management Agreement, in any material respect, either orally or in writing. Borrower and Operating Tenant hereby assign to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and Operating Tenant to surrender the Management Agreement, or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement, in any material respect, and any such surrender of the Management Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement, without the prior consent of Lender shall be void and of no force and effect. Notwithstanding the foregoing, Borrower or Operating Tenant may terminate the Management Agreement provided that Borrower or Operating Tenant simultaneously enters into a Replacement Management Agreement with a Qualified Manager. If Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, upon five (5) days prior notice to Borrower, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower or Operating Tenant to be performed or observed to be promptly performed or observed on behalf of Borrower or Operating Tenant, to the end that the rights of Borrower or Operating Tenant in, to and under the Management Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the Manager shall deliver to Lender a copy of any notice sent to Borrower or Operating Tenant of default under the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Neither Borrower nor Operating Tenant shall, and shall not permit the Manager to, sub-contract any or all of its management responsibilities under the Management Agreement to a third-party without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower and Operating Tenant shall, from time to time, obtain from the Manager such certificates of estoppel with respect to compliance by Borrower and Operating Tenant with the terms of the Management Agreement as may be requested by Lender (which requests shall be made no more frequently than once in any consecutive twelve month period unless such request is made in connection with a Securitization). Borrower and Operating Tenant shall exercise each individual option, if any, to extend or renew the

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term of the Management Agreement upon demand by Lender made at any time within or prior to the period within which any such option may be exercised, and Borrower and Operating Tenant hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower and Operating Tenant, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instrument and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor. Borrower represents that Interstate Management Company, L.L.C., the current manager of the Property, is not an Affiliate of, nor Affiliated with, Borrower or Guarantor.

(b) Without limitation of the foregoing, Borrower, upon the request of Lender, shall cause the Operating Tenant to terminate the Management Agreement and replace the Manager, without penalty or fee, if at any time during the Loan: (a) the Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, (b) there exists an Event of Default, (c) there exists a material default by Manager under the Management Agreement. At such time as the Manager may be removed, a Qualified Manager shall assume management of the Property pursuant to a Replacement Management Agreement.

5.1.19 Environmental Covenants.

(a) Borrower covenants and agrees that so long as the Loan is outstanding (i) Borrower’s uses and operations on or of the Property shall be in compliance with applicable Environmental Laws and permits issued pursuant thereto in all material respects; (ii) there shall be no Releases of Hazardous Materials by Borrower in, on, under or from the Property in violation of Environmental Law; (iii) Borrower shall not use, generate, treat, store, dispose or transport Hazardous Materials in, on, or under the Property, except those that are both (A) in material compliance with all Environmental Laws and with permits issued pursuant thereto, if and to the extent required, and (B) (1) in amounts not in excess of that necessary to operate the Property (including each tenant’s respective business at the Property), (2) fully disclosed in the Environmental Reports or otherwise disclosed to and approved by Lender in writing or (3) held by a tenant for sale to the public in its ordinary course of business; (iv) Borrower shall keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Borrower or any other Person (the “Environmental Liens”), subject to the provisions of Section 5.2.1 hereof; (v) Borrower shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to paragraph (b) below, including but not limited to providing access to the Property and all relevant information in its possession, custody or control and making knowledgeable persons available for interviews at reasonable times; (vi) Borrower shall, at its sole cost and expense, comply with all reasonable written requests of Lender to (A) reasonably effectuate remediation of any Hazardous Materials in, on, under or from the Property, and (B) comply with Environmental Law; (vii) Borrower shall take all commercially reasonable measures to require that each tenant complies in all material respects with provisions (i) through (vi) of this Section 5.1.19(a);

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(b) Borrower covenants and agrees that so long as the Loan is outstanding, Borrower shall promptly notify Lender in writing after it has become aware of: (i) any presence or Release or threatened Releases of Hazardous Materials in, on, under, from or migrating towards the Property; (ii) any non-compliance with any Environmental Laws related in any way to the Property; (iii) any actual or potential Environmental Lien; (iv) any required or proposed remediation of environmental conditions relating to the Property; and (v) any written or oral notice or other communication of which Borrower becomes aware from any source whatsoever (including but not limited to a Governmental Authority) relating in any way to Borrower’s liability for any Hazardous Materials in material violation of any Environmental Laws.

(c) Lender and its designated agents or representatives, including but not limited to any environmental consultant, and any receiver appointed by any court of competent jurisdiction, shall have the right, but not the obligation, to enter upon the Property at all reasonable times to assess any and all aspects of the environmental condition of the Property and its use. If Lender reasonably believes that Borrower has breached any environmental representation, warranty or covenant contained in Sections 4.1.39 or 5.1.19(a) and (b) hereof, Lender may request that Borrower undertake such tests and investigations of the environmental condition of the Property (or portions thereof) that are reasonably necessary under the circumstances to assess the alleged breach of the representation, warranty or covenant. Any such tests or investigations shall be conducted by a qualified environmental engineer or consultant, reasonably acceptable to Lender, and if determined by the environmental engineer or consultant to be reasonably necessary, may include invasive sampling (such as any sampling of the soil, groundwater, surface water, air or building materials). Borrower shall provide Lender with a copy of any reports of the results of such tests and investigations and Lender and other Indemnified Parties shall be entitled to rely on such reports. If an Event of Default has occurred and is continuing, or if Borrower has not diligently pursued such tests and investigations as are reasonably requested by Lender pursuant to this Section 5.1.19(c), then Lender may hire its own environmental engineer or consultant, at Borrower’s expense, to conduct such tests and investigations. Lender shall make all reasonable efforts to conduct any such tests and investigations so as to avoid interference with the operation of the Property.

(d) If counsel to Borrower reasonably determines that providing Lender with a document otherwise required to be provided pursuant to this Section 5.1.19 (or any other provision of this Agreement or any other Loan Document relating to environmental matters) would jeopardize an applicable attorney-client or work product privilege pertaining to such document, the Borrower shall not be obligated to provide such document to Lender but shall provide Lender with a notice identifying the author and recipient of such document and generally describing the content of the documents. Upon request of Lender, Borrower shall take all reasonable steps necessary to provide Lender with the factual information contained in any such privileged documents. Nothing contained in this Section 5.1.19(d) shall in any way limit lender’s rights under Section 5.1.19(c) hereof.

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5.1.20 Alterations.

Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations (a) are made in connection with work performed pursuant to an Approved Capital Budget for the Property or (b) do not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements and either (i) the cost of which is less than $100,000.00, or (ii) are alterations performed in connection with the Restoration of the Property in accordance with the terms and provisions of this Agreement. If the total unpaid amounts with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed $750,000.00 (the “Alteration Threshold Amount”), Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and for which Lender has received a Rating Confirmation, or (D) a completion bond or letter of credit issued by a financial institution having a rating by S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and for which Lender has received a Rating Confirmation. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and applied from time to time at the option of Lender to pay for such alterations or to terminate any of the alterations and restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

5.1.21 Franchise Agreement.

The Improvements on the Property shall be operated under the terms and conditions of the Franchise Agreement. Borrower shall, or shall cause Operating Tenant to (i) pay all sums required to be paid by Borrower under the Franchise Agreement, (ii) diligently perform, observe and enforce all of the material terms, covenants and conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and Operating Tenant under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Borrower or Operating Tenant of any default by Borrower or Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of

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each financial statement, business plan, capital expenditure plan, material notice, report and estimate received by it under the Franchise Agreement. Neither Borrower nor Operating Tenant shall, without the prior consent of Lender, surrender the Franchise Agreement or terminate or cancel the Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and Operating Tenant to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in any material respect, and any such surrender of the Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement without the prior consent of Lender shall be void and of no force and effect. Notwithstanding the foregoing, Borrower or Operating Tenant may terminate the Franchise Agreement provided that Borrower simultaneously enters into a Replacement Franchise Agreement with a Qualified Franchisor. If Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed or observed to be promptly performed or observed on behalf of Borrower or Operating Tenant, to the end that the rights of Borrower and Operating Tenant in, to and under the Franchise Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower or Operating Tenant of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall, or shall cause Operating Tenant, from time to time, to use its commercially reasonable efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Borrower and Operating Tenant with the terms of the Franchise Agreement as may be requested by Lender. Borrower and Operating Tenant shall exercise each individual option, if any, to extend or renew the term of the Franchise Agreement upon demand by Lender made at any time prior to or within the period in which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower or Operating Tenant, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, provided, however that Borrower shall not be required to comply with such request of Lender so long as Borrower is entering into a Replacement Franchise Agreement, the term of which shall begin upon the expiration of the Franchise Agreement currently in effect at the time of Lender’s request. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

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5.1.22 Intentionally Deleted.

5.1.23 OFAC.

At all times throughout the term of the Loan, Borrower, Guarantor and their respective Affiliates shall be in compliance with all applicable orders, rules, regulations and recommendations of The Office of Foreign Assets Control of the U.S. Department of the Treasury.

5.1.24 Operating Lease.

(a) Lender acknowledges that Borrower has leased the Property and the operation of the Property to the Operating Tenant pursuant to the Operating Lease. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Operating Lease on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Operating Lease on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Operating Tenant, to the end that the rights of Borrower in, to and under the Operating Lease shall be kept unimpaired and free from default. Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time upon prior notice to Borrower and during business hours or such other reasonable times only, for the purpose of taking any such action. If the Operating Tenant under the Operating Lease shall deliver to Lender a copy of any notice sent to Borrower of default under the Operating Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon.

(b) Borrower and Operating Tenant hereby agree that any requirement of consent on behalf of Borrower (as lessor) under the Operating Lease with respect to any proposed action thereunder shall also be subject to the prior written consent of Lender.

(c) Borrower shall promptly notify Lender of the giving of any notice to Operating Tenant of any material default by Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Operating Lease on the part of Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice. In addition, notwithstanding anything contained herein to the contrary, Borrower shall not, without the prior written consent of Lender and, after the occurrence of a Securitization, delivery of a Rating Confirmation, (i) amend, modify or waive any provisions of the Operating Lease other than amendments, modifications, or waivers of ministerial terms that do not modify, amend or waive any material economic terms or any other material terms of the Operating Lease, (ii) exercise its right to consent to any assignment of the Operating Lease or sublet of the Property, except as set forth in Section 5.1.17 hereof, or (iii) terminate, permit the termination of, or accept surrender of all or any portion of the space demised under the Operating Lease other than (A)

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[intentionally deleted], or (B) a termination by Borrower due to a payment default by the Operating Tenant under the Operating Lease. In the event that the Operating Lease has been terminated as permitted in this Section 5.1.24(c), Borrower shall not enter into any new operating lease (a “Replacement Operating Lease”) unless (1) the new operating tenant is a single purpose bankruptcy remote entity satisfactory to Lender in its sole discretion, (2) the Property is managed by a Qualified Manager pursuant to the Management Agreement, (3) the terms and conditions of the new operating lease are satisfactory to Lender in all respects, and the rent payable thereunder is equal to at least the greater of the projected annual rent payable under the Operating Lease for the twelve (12) month period (A) commencing on the date hereof and (B) commencing on the date on which the Operating Lease is terminated, (4) the new operating lease is subordinate in all respects to the Lien of Security Instrument and the other Loan Documents, without the benefit of non- disturbance, and the new operating tenant enters into a subordination agreement reasonably satisfactory to Lender, (5) the Franchise Agreement is in full force and effect, (6) Borrower delivers such other certificates, opinions (including, without limitation, an Insolvency Opinion (to the extent required hereunder) with respect to the new operating tenant), documents and instruments relating to the new operating lease reasonably required by Lender or the Rating Agencies, and all corporate and other proceedings and all other documents (including, without limitation, all documents referred to herein and not appearing as exhibits hereto) and all legal matters in connection with the new operating lease and new operating tenant shall be satisfactory in form and substance to Lender, and (7) after the occurrence of a Securitization, delivery of a Rating Confirmation.

(d) Except as may be permitted under the Operating Lease without the consent of Borrower, the Operating Tenant shall not assign, sublet, convey, mortgage, pledge or otherwise encumber or transfer its leasehold interest in the Operating Lease without the prior written consent of Lender and, after the occurrence of a Securitization, the delivery of a Rating Confirmation. The Operating Partnership shall not assign, sublet, convey, mortgage, pledge or otherwise encumber or transfer its direct or indirect equity interest in the Operating Tenant.

5.1.25 Maintenance of Personal Property.

Except as otherwise provided in Section 22.2 of the Operating Lease with respect to the right to sell Personal Property to the Operating Tenant, and subject to the conditions set forth in Section 5.1.20 hereof, Borrower shall own, lease or license Personal Property (other than the Inventory), and the Operating Tenant or Manager shall own Inventory, adequate to maintain and operate the Property as a hotel in accordance with the standards of this Agreement, the other Loan Documents, the Operating Lease, the Management Agreement, Replacement Management Agreement, the Franchise Agreement and any Replacement Franchise Agreement. Neither Borrower, the Operating Tenant nor Manager shall lease, license, encumber or enter into any other financing arrangements with respect to any of the Personal Property or Inventory, as the case may be, other than as may expressly be permitted hereunder or under the other Loan Documents.

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5.1.26 REIT Status.

The parties acknowledge that the REIT is a publicly traded corporation qualified as a real estate investment trust under the Internal Revenue Code (a “Real Estate Investment Trust”). Under the Internal Revenue Code rules and regulations relating to Real Estate Investment Trusts (the “REIT Rules”) and under Borrower’s organizational documents, Borrower may not take or omit to take any action, or engage in any business or business transaction or relationship, that would or could result in the REIT being disqualified from treatment as a Real Estate Investment Trust. In order to comply with the REIT Rules and Borrower’s organizational documents, Borrower has entered into an Operating Lease with the Operating Tenant for the operation and maintenance of each of the Property. Pursuant to such Operating Lease, Operating Tenant has the right to operate the Property, and directly or indirectly collects all income from room rentals, credit card receipts, restaurant bars, recreational facilities and from other sources relating to the Property. Operating Tenant pays to Borrower rent as more particularly described in the Operating Lease. The provisions of this Section shall not be construed to limit the provisions of this Agreement or any other Loan Document in any manner whatsoever.

5.1.27 O&M Program.

With respect to the Property listed on Schedule VII hereof, Borrower shall cause each the Property to be tested for the presence of asbestos-containing materials (“ACMs”) by an assessment firm acceptable to Lender in all respects and if such assessment firm recommends remediation of any ACM present at the Property, Borrower shall enter into a contract with a licensed industrial hygienist to develop a fully documented O&M Program which Borrower shall submit within ninety (90) days of the date hereof to Lender for its approval. Borrower further covenants and agrees to implement and follow the terms and conditions of such O&M Program during the term of the Loan, including any extension or renewal thereof. Lender’s requirement that Borrower develop and comply with the O&M Program shall not be deemed to constitute a waiver or modification of any of Borrower’s covenants and agreements with respect to Hazardous Materials or Environmental Laws.

Section 5.2 Negative Covenants.

From the date hereof until payment in full of the Debt or the earlier release of the Liens of all Security Instrument encumbering the Property in accordance with the terms of this Agreement and the other Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following:

5.2.1 Liens.

Borrower shall not create, incur, assume or suffer to exist any Lien on any portion of the Property or permit any such action to be taken, except for Permitted Encumbrances. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceedings, promptly initiated and conducted in good faith and with due diligence, any Environmental Lien or mechanics’, materialmen’s or contractors’ Lien and the amount or validity or application in whole or in part of any amounts due to such mechanics, materialmen or contractors, provided (i) no Event of Default has occurred and is continuing, (ii) such proceeding shall not violate the provisions of any other mortgage, deed of trust or deed to secure debt affecting the Property, (iii) such proceeding shall be permitted under and be conducted in

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accordance with the provisions of the Operating Lease or of any other instrument to which Borrower is subject and shall not constitute a default thereunder, (iv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost as a result of such proceeding, (v) Borrower shall have deposited with Lender adequate reserves for the payment of such amounts, together with all interest and penalties thereon, unless Borrower has paid all of such amounts under protest, and (vi) Borrower shall have furnished the security as may be required in such proceeding, to insure the payment of any amounts due, together with all interest and penalties thereon. Lender may apply any such reserves held by Lender at any time when the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be an imminent danger of the Lien of the Security Instrument being primed by any related Lien.

5.2.2 Dissolution.

Borrower shall not (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower except to the extent expressly permitted by the Loan Documents, (c) except as expressly permitted under the Loan Documents, modify, amend, waive or terminate its organizational documents or its qualification and good standing in any jurisdiction or (d) cause the Principal to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which the Principal would be dissolved, wound up or liquidated in whole or in part, or (ii) except as expressly permitted under the Loan Documents, amend, modify, waive or terminate the certificate of incorporation, bylaws or similar organizational documents of the Principal, in each case, without obtaining the prior written consent of Lender.

5.2.3 Change In Business.

Borrower shall not enter into any line of business other than the ownership, acquisition, development, operation, leasing and management of the Property (including providing services (e.g. fitness center, spa facilities, or restaurant) in connection therewith), or make any material change in the scope or nature of its business objectives, purposes or operations or undertake or participate in activities other than the continuance of its present business.

5.2.4 Debt Cancellation.

Borrower shall not cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business.

5.2.5 Zoning.

Borrower shall not initiate or consent to any zoning reclassification of any portion of the Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of the Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other Applicable Law, without the prior written consent of Lender.

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5.2.6 No Joint Assessment.

Borrower shall not suffer, permit or initiate the joint assessment of the Property with (a) any other real property constituting a tax lot separate from the Property, or (b) any portion of the Property which may be deemed to constitute personal property, or any other procedure whereby the Lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to the Property.

5.2.7 Name, Identity, Structure, or Principal Place of Business.

Borrower shall not change its name, identity (including its trade name or names), or principal place of business set forth in the introductory paragraph of this Agreement, without, in each case, first giving Lender thirty (30) days prior written notice. Borrower shall not change its corporate, partnership or other structure, or the place of its organization as set forth in Section 4.1.34, without, in each case, the consent of Lender, which consent shall not be unreasonably withheld. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Property as a result of such change of principal place of business or place of organization.

5.2.8 ERISA.

(a) During the term of the Loan or of any obligation or right hereunder, neither Borrower nor Operating Tenant shall be a Plan and none of the assets of Borrower or Operating Tenant shall constitute Plan Assets.

(b) Borrower further covenants and agrees to deliver, and to cause Operating Tenant to deliver, to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, and represents and covenants that (A) each Borrower and each Operating Tenant is not and does not maintain an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (B) neither Borrower nor Operating Tenant is subject to State statutes regulating investments and fiduciary obligations with respect to governmental plans; and (C) one or more of the following circumstances is true:

(i) Equity interests in Borrower and Operating Tenant are publicly offered securities, within the meaning of 29 C.F.R. §2510.3 101(b)(2);

(ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower and Operating Tenant are held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3 101(f)(2); or

(iii) Borrower and Operating Tenant qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3 101(c) or (e).

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5.2.9 Affiliate Transactions.

Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower, Principal or any of the partners of Borrower or Principal except in the ordinary course of business and on terms no less favorable to Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party. Upon request of Lender, Borrower shall provide Lender with a summary of the terms of, or copies of, such agreements.

5.2.10 Transfers.

(a) Borrower shall not sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) the Property or any part thereof or any legal or beneficial interest therein or permit a Sale or Pledge of an interest in any Restricted Party (collectively, a “Transfer”), other than Permitted Encumbrances, Leases of space in the Improvements to tenants in accordance with the provisions of Section 5.1.17 hereof, without (i) the prior written consent of Lender and (ii) if a Securitization has occurred, delivery to Lender of a Rating Confirmation.

(b) A Transfer shall include, but not be limited to: (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) except as specifically permitted hereunder, an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of the managing agent (including, without limitation, an Affiliated Manager) other than in accordance with Section 5.1.18 hereof.

(c) Notwithstanding the provisions of Sections 5.2.10(a) and (b), the following transfers shall not be deemed to be a Transfer: (i) a transfer by devise or descent or by operation of law upon the death of a member, partner or shareholder of a Restricted Party or a Restricted Party itself; (ii) the Sale or Pledge, in one or a series of

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transactions, of not more than forty-nine percent (49%) of the stock in a Restricted Party; provided, however, no such transfers shall result in the change of voting control in the Restricted Party, and as a condition to each such transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer and the identity of the proposed transferee; (iii) the Sale or Pledge, in one or a series of transactions, of not more than forty-nine percent (49%) of the limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party; provided, however, as a condition to each such transfer, Lender shall receive not less than thirty (30) days prior written notice of such proposed transfer; (iv) [intentionally deleted]; and (v) the sale, transfer or issuance of shares of stock in the REIT provided such shares of stock are listed on the New York Stock Exchange or such other nationally recognized stock exchange and provided the REIT complies with the provisions of Section 5.3 hereof.

(d) Notwithstanding anything to the contrary contained in this Section 5.2.10, the REIT must continue to be the sole general partner of, and control, the Operating Partnership and the Operating Partnership must continue to control Borrower and own, directly or indirectly, at least a 100% interest in Borrower.

(e) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer in violation of this Section 5.2.10. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer. Notwithstanding anything to the contrary contained in this Section 5.2.10, (a) no transfer (whether or not such transfer shall constitute a Transfer) shall be made to any Prohibited Person, (b) in the event of any transfer (whether or not such transfer shall constitute a Transfer, other than transfers of shares of stock in the REIT, provided that such shares of stock are listed on the New York Stock Exchange or such other nationally recognized stock exchange and provided the REIT complies with the requirements of Section 5.3 hereof), results in any Person and its Affiliates owning in excess of ten percent (10%) of the ownership interest in a Restricted Party Borrower shall provide to Lender, not less than thirty (30) days prior to such transfer, the name and identity of each proposed transferee, together with the names of its controlling principals, the social security number or employee identification number of such transferee and controlling principals, and such transferee’s and controlling principal’s home address or principal place of business, and home or business telephone number, and (c) in the event any transfer (whether or not such transfer shall constitute a Transfer), results in any Person and its Affiliates owning in excess of forty-nine percent (49%) of the ownership interest in a Restricted Party, Borrower shall, prior to such transfer, deliver an updated Insolvency Opinion (to the extent an Insolvency Opinion had previously been issued) to Lender, which opinion shall be in form, scope and substance acceptable in all respects to Lender and the Rating Agencies.

(f) Notwithstanding the foregoing, Borrower shall have the right to transfer Personal Property to the Operating Tenant pursuant to Section 22.2 of the Operating Lease provided that (i) Borrower delivers to Lender an Officer’s Certificate certifying that the FF&E Limitation has been exceeded, (ii) the purchase price and value of the Personal Property transferred shall be the minimum amount necessary to comply with the

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FF&E Limitation, (iii) the Operating Tenant shall confirm that the Personal Property transferred to it is subject to the Operating Lease Security Agreement, (iv) Borrower shall assign and pledge any FF&E Note and related security agreement and security interest to Lender as additional security for the Debt and Borrower shall take all action as may be necessary to effect and perfect such assignment and security interest.

(g) Borrower may, without Lender’s consent, grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or other purposes (which may include amendments to existing reciprocal easement agreements), provided that no such encumbrance or amendment set forth in this Section 5.2.10(g) shall materially impair the utility, operation and use of the Property or otherwise have a material adverse effect on the value of the Property or on the financial condition or business of Borrower. In connection with any such grant permitted pursuant to this Section 5.2.10(g), Lender shall execute and deliver any instrument reasonably necessary or appropriate to subordinate the Lien of the Security Instrument to such easements, restrictions, covenants, reservations and rights of way or other similar grants upon receipt by Lender of: (a) twenty (20) days prior written notice thereof; (b) a copy of the instrument or instruments of such grant; (c) an Officer’s Certificate stating that such grant does not materially impair the utility, operation and use of the Property or have a material adverse effect on the value of the Property or the financial condition or business of Borrower or the condition or ownership of the Property; and (d) reimbursement of all of Lender’s reasonable out-of-pocket costs and expenses incurred in connection with such grant.

(h) Notwithstanding the foregoing, Lender’s consent shall not be required for the leasing of television sets, telephone equipment, audio-visual equipment, or computer systems (“Equipment”) with respect to the Property, provided Lender has received prior written notification of Borrower’s intent to lease such Equipment, and provided, further, that (i) any such lease is subject to commercially prudent terms and conditions, (ii) the Equipment leased is readily replaceable without material interference or interruption to the operation of the Property as required pursuant to the provisions of this Agreement, and (iii) the aggregate maximum amount of liability under such lease of such Equipment (whether in total lease payments then outstanding or due in the event of a termination of such lease or otherwise) located on or used in connection with the Property is less than (A) $300,000.00 and (B) together with all such other leases of Equipment at the Property, in the aggregate, two percent (2%) of the outstanding principal balance of the Note (collectively, the “Permitted Equipment Financing”).

5.2.11 Permitted Transfer.

(a) Notwithstanding anything to the contrary contained in Section 5.2.10 hereof, Lender shall not unreasonably withhold its consent to a one-time sale, assignment, or other transfer of all of the Property to a Permitted Transferee (defined below), provided that (x) Lender receives thirty (30) Business Days’ prior written notice of such transfer, (y) no Event of Default has occurred and is continuing under this Agreement, the Security Instrument, or the other Loan Documents and (z) upon the

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satisfaction of such conditions as may be imposed by Lender, which may include, but shall not be limited to, the following matters:

(i) Borrower or such Permitted Transferee shall pay any and all reasonable out-of-pocket costs incurred in connection with the transfer (including, without limitation, Lender’s reasonable counsel fees and disbursements and all recording fees, title insurance premiums and mortgage and intangible taxes);

(ii) The transferee shall be a newly formed entity, and shall comply with all of the requirements of Section 4.1.35 hereof and shall be wholly owned and controlled by a Qualified Transferee or shall itself be a Qualified Transferee, and, in addition, Lender shall be reasonably satisfied that such Qualified Transferee (1) is generally creditworthy and reputable, (2) is free from any pending or existing bankruptcy, reorganization or insolvency proceedings in which such party is the debtor, (3) is not, at the time of transfer or in the past, a litigant, plaintiff or defendant in any suit brought against or by Lender, (4) has not been found by a court of competent jurisdiction to have committed a crime, fraud or similar malfeasance, (5) has not been indicted for any crime, and (6) has experience and a track record in owning and operating facilities similar to the Property, in each such case of clauses (1) through (5) above, as reasonably determined by Lender based on a Lexis/Nexis or similar background search of each such Person and its Affiliates (the “Permitted Transferee”);

(iii) The Permitted Transferee shall assume all of the obligations of Borrower under this Agreement, the Security Instrument and the other Loan Documents in a manner reasonably satisfactory to Lender in all respects, including, without limitation, by entering into an assumption agreement (the “Assumption Agreement”) in form and substance reasonably satisfactory to Lender and delivering such legal opinions as Lender may reasonably require;

(iv) The Qualified Transferee that owns and controls the Permitted Transferee or another entity satisfactory to Lender and the Rating Agencies (the “New Guarantor”) shall execute and deliver a Guaranty and an Environmental Indemnity in the same form and substance as the Guaranty and the Environmental Indemnity delivered in connection with the execution of this Agreement and otherwise reasonably satisfactory to Lender;

(v) The Permitted Transferee and the New Guarantor shall deliver all organizational documentation, which documentation shall be reasonably satisfactory to Lender, and shall deliver an opinion of counsel of the Permitted Transferee covering the Assumption Agreement and any other documents executed by the Permitted Transferee and the New Guarantor in connection therewith in form and substance similar to the due execution, delivery and enforcement opinions delivered by counsel to Borrower in connection with the execution of this Agreement, including, without limitation, an Insolvency Opinion in form and substance similar to the Insolvency Opinion delivered in connection with the Syndication of the Loan;

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(vi) The Permitted Transferee shall deliver certificates and enter into agreements and covenants, or cause each of its principals to deliver certificates and enter into agreements and covenants, which certificates, agreements and covenants shall be similar in nature to those delivered, executed or made by Borrower or Principal in connection with the execution of this Agreement relating to the single purpose, bankruptcy remote nature of the Permitted Transferee and its managing principals and the sufficient independence of the Permitted Transferee and its managing principals to make the substantive consolidation of the bankruptcy of such parties unlikely, and the Permitted Transferee shall deliver opinions of counsel with respect to the foregoing rendered by an independent law firm reasonably satisfactory to Lender or (if a Securitization shall have occurred) the Rating Agencies;

(vii) The Property shall be managed by a Qualified Manager pursuant to a Replacement Management Agreement following such transfer;

(viii) The Property shall be operated as first class full service hotel pursuant to the Franchise Agreement or Replacement Franchise Agreement with a Qualified Franchisor;

(ix) The Operating Leases shall have been terminated;

(x) Lender shall receive evidence of insurance policies in the name of the Permitted Transferee and otherwise in compliance with the terms of this Agreement;

(xi) If a Securitization shall have occurred, Borrower or the Permitted Transferee shall deliver to Lender a Rating Confirmation; and

(xii) The Permitted Transferee shall deliver an endorsement to the existing Title Insurance Policy insuring the Lien of the Security Instrument, as modified by the Assumption Agreement, as a valid first lien on the Property and naming the Permitted Transferee as owner of fee title to the Property, which endorsement shall insure that, as of the recording of the Assumption Agreement, the Property shall not be subject to any additional exceptions or liens other than Permitted Encumbrances.

Section 5.3 REIT.

The REIT shall cause its issued and outstanding shares of stock to be listed for public trading on the New York Stock Exchange or such other nationally recognized stock exchange throughout the term of the Loan.

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VI. INSURANCE; CASUALTY; CONDEMNATION

Section 6.1 Insurance.

(a) Borrower shall obtain and maintain, or cause to be maintained, Policies for Borrower and the Property providing at least the following coverages:

(i) comprehensive all risk insurance on the Improvements and the Personal Property, in each case (A) in an amount equal to 100% of the “Full Replacement Cost,” which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation, (B) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions; (C) providing for no deductible in excess of $100,000.00; and (D) providing coverage for contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction Endorsements together with an “Ordinance or Law Coverage” or “Enforcement” endorsement if any of the Improvements or the use of the Property shall at any time constitute legal non-conforming structures or uses. The Full Replacement Cost shall be redetermined from time to time (but not more frequently than once in any twenty-four (24) calendar months) at the request of Lender by an appraiser or contractor designated and paid by Borrower and approved by Lender, or by an engineer or appraiser in the regular employ of the insurer. After the first appraisal, additional appraisals may be based on construction cost indices customarily employed in the trade. No omission on the part of Lender to request any such ascertainment shall relieve Borrower of any of its obligations under this Subsection. Notwithstanding clause (C) of this Section 6.1(a)(i) to the contrary, with respect to the comprehensive all risk insurance required by this Section 6.1(a)(i), Borrower shall be permitted to maintain a deductible of no more than $250,000.00 (the “Maximum Deductible”) provided Borrower delivers to Lender a Letter of Credit in an amount equal to the difference between the Maximum Deductible and $100,000.00, which Letter of Credit shall be held by Lender as additional collateral for the Loan, and Borrower shall have no right to request that Lender draw on the Letter of Credit. Upon the earlier of (i) repayment of the Loan in full or (ii) delivery to Lender of evidence reasonably satisfactory to Lender that the deductible for the all-risk insurance policy required pursuant to this Section 6.1(a)(i) is $100,000.00 or less, Lender shall return such Letter of Credit to Borrower and, to the extent required by the bank issuing such Letter of Credit in order to terminate or extinguish such Letter of Credit, Lender shall deliver to Borrower a letter addressed to such issuing bank directing such issuing bank to terminate or extinguish such Letter of Credit;

(ii) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, including “Dram Shop” or other liquor liability coverage if alcoholic beverages are sold from or may be consumed at the Property such insurance (A) to be on the so-called “occurrence” form with a combined single limit of not less than $1,000,000.00; (B) to continue at not less than the aforesaid limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed

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operations on an “if any” basis; (3) independent contractors; (4) blanket contractual liability for all written and oral contracts; and (5) contractual liability covering the indemnities contained in Article 10 of the Security Instrument to the extent the same is available;

(iii) business interruption/loss of rents insurance (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in Section 6.1(a)(i); (C) in an amount equal to 100% of the projected gross income, including all Rents and Accounts Receivable, from the Property (on an actual loss sustained basis) for a period continuing until the Restoration of the Property is completed; the amount of such business interruption/loss of rents insurance shall be determined prior to the Closing Date and at least once each year thereafter based on the greatest of: (x) Borrower’s reasonable estimate of the gross income from the Property and the projected Rents under the Operating Lease, if applicable, and (y) the highest gross income received during the term of the Note for any full calendar year prior to the date the amount of such insurance is being determined, in each case for the succeeding twenty-four (24) month period and (D) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and the Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of eighteen (18) months from the date that the Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; all insurance proceeds payable to Lender pursuant to this Section 6.1(a)(iii) shall be held by Lender and shall be applied to the obligations secured hereunder from time to time then due and payable hereunder and under the Note and this Agreement; provided, however, that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured hereunder on the respective dates of payment provided for in the Note and this Agreement except to the extent such amounts are actually paid out of the proceeds of such business interruption/loss of rents insurance;

(iv) at all times during which structural construction, repairs or alterations are being made with respect to the Improvements (A) owner’s contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the insurance provided for in Section 6.1(c)(ii); and (B) the insurance provided for in Section 6.1(a)(i) shall be written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to Section 6.1(a)(i), (3) shall include permission to occupy the Property, and (4) shall contain an agreed amount endorsement waiving co-insurance provisions;

(v) workers’ compensation, subject to the statutory limits of the State in which the Property is located, and employer’s liability insurance with a limit of at least $2,000,000.00 per accident and per disease per employee, and $2,000,000.00 for disease aggregate in respect of any work or operations on or about the Property, or in connection with the Property or its operation (if applicable);

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(vi) comprehensive boiler and machinery insurance, if applicable, in amounts as shall be reasonably required by Lender on terms consistent with the commercial property insurance policy required under Section 6.1(a)(i);

(vii) if any portion of the Improvements is at any time located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended, or any successor law (the “Flood Insurance Acts”), flood hazard insurance of the following types and in the following amounts (A) coverage under Policies issued pursuant to the Flood Insurance Acts (the “Flood Insurance Policies”) in an amount equal to the maximum limit of coverage available for the Property under the Flood Insurance Acts, subject only to customary deductibles under such Policies and (B) coverage under supplemental private Policies in an amount, which when added to the coverage provided under the Flood Act Policies is not less than the amount of the Loan;

(viii) if the Property is located in a seismic area designated as Zone 3 or 4 by S&P or Moody’s (Source ICBC, 1994 Uniform Building Code) earthquake, and, if required by Lender, sinkhole and mine subsidence insurance in amounts equal to two times (2x) the probable maximum loss of the Property as determined by Lender in its sole discretion and in form and substance satisfactory to Lender, provided that the insurance pursuant to this Section 6.1(a)(viii) hereof shall be on terms consistent with the all risk insurance policy required under Section 6.1(a)(i) hereof;

(ix) umbrella liability insurance in an amount not less than One Hundred Million and No/100 Dollars ($100,000,000.00) per occurrence on terms consistent with the commercial general liability insurance policy required under Section 6.1(a)(ii) hereof;

(x) motor vehicle liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence, including umbrella coverage, of One Million and No/100 Dollars ($1,000,000.00);

(xi) a blanket fidelity bond and errors and omissions insurance coverage insuring against losses resulting from dishonest or fraudulent acts committed by (A) Borrower’s personnel; (B) any employees of outside firms that provide appraisal, legal, data processing or other services for Borrower or (C) temporary contract employees or student interns; and

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(xii) such other insurance and in such amounts as are required pursuant to the Franchise Agreement or as Lender from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to the Property located in or around the region in which the the Property is located.

(b) All insurance provided for in Section 6.1(a) hereof shall be obtained under valid and enforceable policies (the “Policies” or in the singular, the “Policy”), in such forms and, from time to time after the date hereof, in such amounts as may be satisfactory to Lender, issued by financially sound and responsible insurance companies authorized to do business in the State in which the Property is located and approved by Lender. The insurance companies must have a claims paying ability/financial strength rating equal to or better than the Minimum Required Rating (as hereinafter defined) by at least two (2) Rating Agencies (one of which will be S&P if they are rating the Securities and one of which shall be Moody’s if they are rating the Securities), or if only one Rating Agency is rating the Securities, then only by such Rating Agency (each such insurer shall be referred to below as a “Qualified Insurer”). As used in this Section 6.1(b), the insurance company or companies issuing any Policy shall be deemed to have been assigned the “Minimum Required Rating” by a particular Rating Agency if, (A) in the case of a Policy issued by four (4) or fewer insurance companies, (1) at least seventy-five percent (75%) of such insurance companies have been assigned a claims paying ability/financial strength rating equal to or better than “A” (or its equivalent) by such Rating Agency, and (2) no such insurance companies have been assigned a claims paying ability/financial strength rating below Investment Grade by such Rating Agency, and (B) in the case of a Policy issued by five (5) or more insurance companies, (1) at least sixty percent (60%) of such insurance companies have been assigned a claims paying ability/financial strength rating equal to or better than “A” (or its equivalent) by such Rating Agency, and (2) no such insurance companies have been assigned a claims paying ability/financial strength rating below Investment Grade by such Rating Agency. Borrower will be required to maintain insurance against terrorism, terrorist acts (including bio-terrorism) or similar acts of sabotage (“Terrorism Insurance”) with coverage amounts of not less than an amount equal to the full insurable value of the Improvements and the Personal Property and eighteen (18) months of business interruption/loss of rents insurance (the “Terrorism Insurance Required Amount”). Notwithstanding the foregoing sentence, Borrower shall not be obligated to expend more than $100,000.00 in any fiscal year on Insurance Premiums for Terrorism Insurance (the “Terrorism Insurance Cap”) and if the cost of the Terrorism Insurance Required Amount exceeds the Terrorism Insurance Cap, Borrower shall purchase the maximum amount of Terrorism Insurance available with funds equal to the Terrorism Insurance Cap; provided, however, in the event such Terrorism Insurance is customarily maintained as part of the all risk coverage required pursuant to Section 6.1(a)(i) hereof by owners of hotel properties in the United States of similar type, size and quality as the Property, Borrower shall maintain such Terrorism Insurance as a part thereof, regardless of the cost of the related Insurance Premiums. Not less than thirty (30) days prior to the expiration dates of the Policies theretofore furnished to Lender pursuant to Section 6.1(a), Borrower shall deliver certified copies of the Policies marked “premium paid” or accompanied by evidence satisfactory to Lender of payment of the premiums due thereunder (the “Insurance Premiums”).

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(c) Borrower may obtain (i) any umbrella or blanket liability or casualty Policy provided that, in each case, such Policy is approved in advance in writing by Lender and Lender’s interest is included therein as provided in this Agreement and such Policy is issued by a Qualified Insurer, or (ii) separate insurance concurrent in form or contributing in the event of loss with that required in Section 6.1(a) to be furnished by, or which may be reasonably required to be furnished by, Borrower. In the event Borrower obtains separate insurance or an umbrella or a blanket policy, Borrower shall notify Lender of the same and shall cause certified copies of each Policy to be delivered as required in Section 6.1(a). Any blanket insurance Policy shall specifically allocate to the Property the amount of coverage from time to time required hereunder and shall otherwise provide the same protection as would a separate Policy insuring only the Property in compliance with the provisions of Section 6.1(a). Notwithstanding Lender’s approval of any umbrella or blanket liability or casualty Policy hereunder, Lender reserves the right, in its sole discretion, to require Borrower to obtain a separate Policy in compliance with this Section 6.1.

(d) All Policies provided for or contemplated by Section 6.1(a) hereof, except for the Policy referenced in Section 6.1(a)(v), shall name Lender and Borrower as the insured or additional insured, as their respective interests may appear, and in the case of property damage, boiler and machinery, and flood insurance, shall contain a so-called New York standard non-contributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender.

(e) All Policies provided for in Section 6.1(a) hereof shall contain clauses or endorsements to the effect that:

(i) no act or negligence of Borrower, or anyone acting for Borrower, or failure to comply with the provisions of any Policy which might otherwise result in a forfeiture of the insurance or any part thereof, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned;

(ii) the Policy shall not be materially changed (other than to increase the coverage provided thereby) or cancelled without at least 30 days’ written notice to Lender and any other party named therein as an insured;

(iii) each Policy shall provide that the issuers thereof shall give written notice to Lender if the Policy has not been renewed thirty (30) days prior to its expiration; and

(iv) Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder.

(f) Borrower shall furnish to Lender, on or before thirty (30) days after the close of each of Borrower’s fiscal years, a statement certified by Borrower or a duly authorized officer of Borrower of the amounts of insurance maintained in compliance herewith, of the risks covered by such insurance and of the insurance company or companies which carry such insurance and, if requested by Lender, verification of the adequacy of such insurance by an independent insurance broker or appraiser reasonably acceptable to Lender.

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(g) If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender shall have the right, without notice to Borrower to take such action as Lender deems necessary to protect its interest in the Property, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate, and all expenses incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and until paid shall be secured by the Security Instrument and shall bear interest at the Default Rate.

(h) In the event of a foreclosure of any of the Security Instrument, or other transfer of title to the Property in extinguishment in whole or in part of the Debt all right, title and interest of Borrower in and to the Policies then in force and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or Lender or other transferee in the event of such other transfer of title.

Section 6.2 Casualty.

If the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrower shall give prompt notice of any such damage to Lender and, shall promptly commence and diligently prosecute the completion of the Restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender except as permitted by and otherwise in accordance with Section 6.4. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance provided, however, that any Insurance Proceeds received by Lender in respect of such damage or destruction shall be made available to pay the costs of such Restoration at the time or times, and subject to satisfaction of the applicable conditions precedent, specified in Section 6.4 hereof.. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower.

Section 6.3 Condemnation.

Borrower shall promptly give Lender notice of the actual or threatened in writing commencement of any proceeding for the Condemnation of all or any part of the Property and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to

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the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by a condemning authority, Borrower shall, promptly proceed to restore, repair, replace or rebuild the Property in a workmanlike manner to the extent practicable (and permitted by applicable zoning laws in effect at the time) to be of at least equal value and substantially the same character as prior to such Condemnation and otherwise comply with the provisions of Section 6.4 hereof. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

Section 6.4 Restoration.

The following provisions shall apply in connection with the Restoration of the Property:

(a) If the Net Proceeds shall be less than $750,000.00 (the “Threshold Amount”), and the costs of completing the Restoration shall be less than the Threshold Amount, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that all of the conditions set forth in Section 6.4(b)(i) are met and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement.

(b) If the Net Proceeds are equal to or greater than the Threshold Amount or the costs of completing the Restoration is equal to or greater than the Threshold Amount Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 6.4. The term “Net Proceeds” shall mean: (i) the net amount of all insurance proceeds received by Lender pursuant to Section 6.1(a)(i), (iv), (vi), (vii) and (viii) as a result of such damage or destruction, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Insurance Proceeds”), or (ii) the net amount of the Award, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Condemnation Proceeds”), whichever the case may be.

(i) The Net Proceeds shall be made available to Borrower for Restoration provided that each of the following conditions are met:

(A) no Event of Default shall have occurred and be continuing;

(B) (1) in the event the Net Proceeds are Insurance Proceeds, less than forty percent (40%) of the total floor area of the Improvements on the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than twenty percent (20%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is located on such land;

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(C) The Operating Lease in effect as of the date of the occurrence of such Casualty or Condemnation, whichever the case may be, shall remain in full force and effect during the Restoration and shall not otherwise terminate as a direct result of the Casualty or Condemnation;

(D) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than sixty (60) days after such Casualty or Condemnation, whichever the case may be, occurs (subject to Force Majeure Delays and delays in the claims adjustments process outside the control of Borrower, Operating Tenant, Guarantor or any of their respective Affiliates) and shall diligently pursue the same to satisfactory completion in compliance with all Applicable Laws, including, without limitation, all applicable Environmental Laws and in accordance with the terms and conditions of the Franchise Agreement;

(E) Lender shall be satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note, which will be incurred with respect to the Property as a result of the occurrence of any such Casualty or Condemnation, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 6.1(a)(iii), if applicable, and (3) by other funds of Borrower;

(F) Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) six (6) months prior to the Maturity Date, (2) subject to Force Majeure Delays, six (6) months after the occurrence of such Casualty or Condemnation, (3) [intentionally deleted], (4) the date required for such completion pursuant to the Operating Lease, (5) the date required for such completion pursuant to the Franchise Agreement, (6) such time as may be required under Applicable Law, in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or Condemnation or (7) the expiration of the insurance coverage referred to in Section 6.1(a)(iii);

(G) the Property and the use thereof after the Restoration will be in compliance with and permitted under all Applicable Laws;

(H) Lender shall be satisfied that the debt service coverage ratio after the completion of the Restoration shall be equal to or greater than 1.30 to 1;

(I) such Condemnation does not result in the total loss of access to the Property or the related Improvements;

(J) Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be acceptable to Lender;

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(K) the Net Proceeds together with any Cash or Cash equivalent deposited by Borrower with Lender are sufficient in Lender’s discretion to cover the cost of the Restoration;

(L) the Management Agreement in effect as of the date of the occurrence of such Casualty or Condemnation, whichever the case may be, shall (1) remain in full force and effect during the Restoration and shall not otherwise terminate as a result of the Casualty or Condemnation or the Restoration or (2) if terminated, shall have been replaced with a Replacement Management Agreement with a Qualified Manager in accordance with Section 5.1.18 hereof, prior to the opening or reopening of the Property or any portion thereof for business with the public; and

(M) the Franchise Agreement is not terminated as a result of such casualty, or if terminated, shall have been replaced with a Replacement Franchise Agreement with a Qualified Franchisor in accordance with Section 5.1.21 hereof, prior to the opening or reopening of the Property or any portion thereof for business with the public.

(ii) The Net Proceeds shall be held by Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 6.4(b), shall constitute additional security for the Debt and other obligations under the Loan Documents. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other Liens or encumbrances of any nature whatsoever on the Property which have not either been fully bonded to the satisfaction of Lender and discharged of record, are being duly contested in accordance with Section 5.2.1 hereof, or in the alternative fully insured to the satisfaction of Lender by the title company issuing the Title Insurance Policy.

(iii) All plans and specifications required in connection with the Restoration, the cost of which is greater than the Threshold Amount, shall be subject to prior review and acceptance in all respects by Lender and by an independent consulting engineer selected by Lender (the “Casualty Consultant”). Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration the cost of which is greater than the Threshold Amount, as well as the contracts under which they have been engaged, shall be subject to prior review and acceptance by Lender and the Casualty Consultant. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower.

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(iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Casualty Retainage. The term “Casualty Retainage” shall mean an amount equal to ten percent (10%) until such time as fifty percent (50%) of the Restoration has been completed (as certified by the Casualty Consultant), and thereafter, five percent (5%), of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 6.4(b), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b) and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy for the Property, and Lender receives an endorsement to such Title Insurance Policy insuring the continued priority of the Lien of the Security Instrument and evidence of payment of any premium payable for such endorsement. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

(v) Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month.

(vi) If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the opinion of Lender in consultation with the Casualty Consultant, if any, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “Net Proceeds Deficiency”) with Lender before any further disbursement of the Net Proceeds

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shall be made. The Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 6.4(b) shall constitute additional security for the Debt and other obligations under the Loan Documents.

(vii) The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Lender after the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b), and the receipt by Lender of evidence satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be remitted by Lender to Borrower, provided no Event of Default shall have occurred and shall be continuing under the Note, this Agreement or any of the other Loan Documents.

(c) All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant to Section 6.4(b)(vii) may be retained and applied by Lender toward the payment of the Debt whether or not then due and payable in such order, priority and proportions as Lender in its sole discretion shall deem proper, or, at the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender shall approve, in its discretion. If Lender shall receive and retain Net Proceeds, the Lien of the Security Instrument shall be reduced only by the amount thereof received and retained by Lender and actually applied by Lender in reduction of the Debt.

VII. RESERVE FUNDS

Section 7.1 Required Repair Funds.

7.1.1 Required Repairs.

Borrower shall, within thirty (30) days of the required deadline for each repair as set forth on Schedule III, deliver evidence reasonably satisfactory to Lender that, the repairs at the Property, as more particularly set forth on Schedule III hereto (the “Required Repairs”), have been completed in a good and workmanlike manner, in accordance with all Legal Requirements and Environmental Laws, and free from all Liens, claims and other encumbrances not previously approved by Lender. It shall be an Event of Default under this Agreement if Borrower does not deliver such evidence to Lender within such time period.

7.1.2 Deposits.

Within thirty (30) days of Borrower’s receipt of notice from Lender that Lender intends to securitize or syndicate all or a portion of the Loan in accordance with Sections 9.1 or 9.7 respectively hereof, and that the Required Repair Account must be funded, Borrower shall (i) deliver evidence reasonably satisfactory to Lender of the Required Repairs that have been completed (or if not completed, the status of the completion of such Required Repairs), and (ii) deposit an amount equal to 125% of Lender’s estimated cost to complete the Required Repairs as set forth on Schedule III attached hereto (the “Required Repair Funds”) into the Required Repair

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Account. Amounts so deposited with Lender shall be held by Lender in accordance with Section 7.7 hereof. Upon the occurrence of an Event of Default, Lender, at its option, may withdraw all Required Repair Funds from the Required Repair Account and Lender may apply such funds either to completion of the Required Repairs at the Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender’s right to withdraw and apply Required Repair Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

7.1.3 Release of Required Repair Funds.

Lender shall disburse to Borrower the Required Repair Funds from the Required Repair Account from time to time upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made and specifies the Required Repairs to be paid, (b) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (c) Lender shall have received an Officers’ Certificate (i) stating that all Required Repairs at the Property to be funded by the requested disbursement have been completed in good and workmanlike manner and, to the best of Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Required Repairs, (ii) identifying each Person that supplied materials or labor in connection with the Required Repairs performed at the Property with respect to the reimbursement to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) in connection with any requested disbursement in excess of $250,000, at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (e) Borrower shall have delivered to Lender, if required by Lender in connection with any requested disbursement, (i) evidence reasonably satisfactory to Lender that Borrower has applied any Required Repair Funds previously disbursed to it pursuant to this Section 7.1.2 toward the Required Repair costs and expenses for which such Required Repair Funds were disbursed, and (f) Lender shall have received such other evidence as Lender shall reasonably request that the Required Repairs at the Property to be funded by the requested disbursement have been completed and are paid for upon such disbursement to Borrower. Lender shall not be required to make disbursements from the Required Repair Account with respect to the Property unless such requested disbursement is in an amount greater than $10,000 (or a lesser amount if the total amount in the Required Repair Account is less than $10,000, in which case only one disbursement of the amount remaining in the account shall be made).

Section 7.2 Tax and Insurance Escrow Fund.

Borrower shall pay to Lender on each Payment Date (a) one-twelfth of the Taxes (the “Monthly Tax Deposit”) that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates; and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute an

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approved blanket or umbrella Policy pursuant to Section 6.1(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Section 6.1(c) hereof, one-twelfth of the Insurance Premiums (the “Monthly Insurance Premium Deposit”) that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (said amounts in (a) and (b) above hereinafter called the “Tax and Insurance Escrow Fund”). In the event Lender shall elect to collect payments in escrow for Insurance Premiums pursuant to clause (b) above, Borrower shall pay to Lender an initial deposit to be determined by Lender, in its sole discretion, to increase the amounts in the Tax and Insurance Escrow Fund to an amount which, together with anticipated Monthly Insurance Premium Deposits, shall be sufficient to pay all Insurance Premiums as they become due. The Tax and Insurance Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note and this Agreement, shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Lender will apply the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 5.1.2 and 6.1, respectively, hereof. In making any payment relating to the Tax and Insurance Escrow Fund, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 5.1.2 and 6.1, respectively, hereof, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Escrow Fund. In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the Property. Any amount remaining in the Tax and Insurance Escrow Fund after the Debt has been paid in full shall be returned to Borrower. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (a) and (b) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be.

Section 7.3 Replacements and Replacement Reserve.

7.3.1 Replacement Reserve Fund.

(a) Borrower shall pay to Lender on each Payment Date following the occurrence of a Securitization or Syndication, the Replacement Reserve Monthly Deposit for (i) replacement of FF&E and (ii) capital repairs, replacements and improvements necessary to keep the Property in the same order and repair as of the date hereof or in the condition required pursuant to the Operating Lease, the Management Agreement, Franchise Agreement or Approved Capital Budget or prevent deterioration of the Property, including but not limited to the performance of work to the roofs, chimneys, gutters, downspouts, paving, curbs, ramps, driveways, balconies, porches, patios, exterior walls, exterior doors and door ways, windows, elevators and mechanical and HVAC equipment (collectively, the “Replacements”). Borrower covenants and agrees to provide

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Lender evidence reasonably acceptable to Lender, within thirty (30) days after the start of each calendar month, of the Actual Amount for the Property for the immediately preceding calendar month (for example, with respect to the Replacement Reserve Monthly Deposit payable on the Payment Date occurring in June, Borrower shall provide Lender evidence of the Actual Amount for the month of April on or prior to May 30).

(b) In the event the Actual Amount spent by Borrower for FF&E and other Replacements to the Property in any given Subject Month exceeds one twelfth of the Required Expenditure Amount or the amount budgeted to be spent in the Subject Month pursuant to the Approved Capital Budget, as applicable pursuant to the last paragraph of the definition of “Replacement Reserve Monthly Deposit” (such amount, the “Excess Expenditure Amount”), Borrower shall be permitted to carry forward the amount of the Excess Expenditure Amount (to the extent that such amount has not been reimbursed from the Replacement Reserve Account or otherwise credited to any subsequent Replacement Reserve Monthly Deposits) as a reduction to subsequent Replacement Reserve Monthly Deposits in the applicable Fiscal Year, until such Excess Expenditure Amount has been exhausted, it being understood that, to the extent that any portion of such Excess Expenditure Amount remains to be credited, such portion of the Excess Expenditure Amount shall not be credited once a new Fiscal Year has commenced.

(c) Amounts so deposited shall hereinafter be referred to as Borrower’s “Replacement Reserve Fund”.

7.3.2 Disbursements from Replacement Reserve Account.

(a) Lender shall make disbursements from the Replacement Reserve Account to reimburse Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance (i.e., work not included in the definition of Replacements) to the Property or for the costs which are to be reimbursed from the Required Repair Fund. Lender shall not be obligated to make disbursements from the Replacement Reserve Account with respect to the Property in excess of the amount deposited for the Property pursuant to Section 7.3.1 hereof.

(b) With respect to Replacements that are FF&E, Lender shall disburse to Borrower Replacement Reserve Funds from the Replacement Reserve Account from time to time upon delivery to Lender of an Officer’s Certificate (i) specifying the FF&E for which Borrower is seeking a disbursement from the Replacement Reserve Account and (ii) certifying (A) the amount of FF&E expenditures (with copies of invoices and receipts, with respect to invoices in excess of $25,000 attached to such Officer’s Certificate) actually paid or to be paid by Borrower for such FF&E and (B) that Borrower had not previously received any disbursements from the Replacement Reserve Account or any other Reserve Account for any or all of such FF&E.

(c) With respect to Replacements that are not FF&E, Lender shall disburse to Borrower the Replacement Reserve Funds from the Replacement Reserve Account from time to time upon satisfaction by Borrower of each of the following conditions: (i)

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Borrower shall submit a written request for payment to Lender at least twenty (20) days prior to the date on which Borrower requests such payment be made and specifies the Replacements the cost of which is required to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) Lender shall have received an Officers’ Certificate (A) stating that all Replacements at the Property to be funded by the requested disbursement have been completed in good and workmanlike manner and, to Borrower’s knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Replacements, (B) identifying the general contractor and/or each other Person that has a direct contract with Borrower or Operating Tenant and that supplied materials or labor in connection with the Replacements performed at the Property with respect to the reimbursement to be funded by the requested disbursement, (C) stating that each such Person has been paid or will be paid in full upon such disbursement, such Officers’ Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender if such payment is in excess of $250,000.00, and (D) certifying that all funds previously disbursed from the Replacement Reserve Account have been applied by Borrower toward the expenses for which they were disbursed and the Replacement Reserve Funds being requested will be applied to pay or reimburse for materials or work permitted hereunder and done in accordance herewith, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (v) Lender shall have received such other evidence as Lender shall reasonably request that the Replacements at the Property to be funded by the requested disbursement have been completed and are paid for upon such disbursement to Borrower and (vi) Lender has received evidence reasonably satisfactory to Lender that the materials for which the request is made (x) are on-site at the applicable Property and are properly secured or have been installed in the Property or (y) if stored off-site, are properly secured and adequately insured against theft, casualty or other loss thereof.

(d) Borrower shall not make a request for disbursement from the Replacement Reserve Account more frequently than once in any calendar month and (except in connection with the final disbursement) the total cost of all Replacements in any request shall not be less than $25,000.

7.3.3 Performance of Replacements.

(a) Borrower shall make Replacements when required in order to keep the Property in condition and repair consistent with other first class, full service hotels in the same market segment and under the same franchisor in the geographic area in which the Property is located, and to keep the Property or any portion thereof from deteriorating. Borrower shall complete all Replacements in a good and workmanlike manner as soon as practicable following the commencement of making each such Replacement.

(b) Lender may require an inspection of the Property at Borrower’s expense prior to making a monthly disbursement from the Replacement Reserve Account, with respect to the Property, in order to verify completion of the Replacements for which

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reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of any amounts from the Replacement Reserve Account with respect to any request for disbursement in excess of $25,000. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional.

(c) The Replacements and all materials, equipment, fixtures, or any other item comprising a part of any Replacement shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialmen’s or other Liens and in a good and workmanlike manner.

(d) All Replacements shall comply with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

(e) Nothing in this Agreement shall obligate Lender to apply all or any portion of the Replacement Reserve Fund on account of an Event of Default to payment of the Debt or in any specific order or priority.

7.3.4 Balance in the Replacement Reserve Account.

The insufficiency of any balance in the Replacement Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

Section 7.4 Intentionally Deleted.

Section 7.5 Intentionally Deleted.

Section 7.6 Intentionally Deleted.

Section 7.7 Reserve Funds, Generally.

(a) Borrower grants to Lender a first-priority perfected security interest in each of the Reserve Funds and the related Accounts and any and all monies now or hereafter deposited in each Reserve Fund and related Account as additional security for payment of the Debt. Until expended or applied in accordance herewith, the Reserve Funds and the related Accounts shall constitute additional security for the Debt.

(b) Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any or all of the Reserve Funds to the payment of the Debt in any order in its sole discretion.

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(c) The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by Lender.

(d) The Reserve Funds shall be held in interest bearing accounts and all earnings or interest on a Reserve Fund shall be added to and become a part of such Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Fund.

(e) Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Reserve Fund or related Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.

(f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Funds or the related Accounts or the performance of the obligations for which the Reserve Funds or the related Accounts were established, except to the extent arising from the gross negligence or willful misconduct of Lender, its agents or employees. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from or secured by the Reserve Funds or the related Accounts; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

Section 7.8 Letters of Credit.

(a) Each Letter of Credit delivered under Section 6.1(a) hereof shall be additional security for the payment of the Debt. Upon the occurrence and during the continuation of an Event of Default, Lender shall have the right, at its option, to draw on any Letter of Credit and to apply all or any part thereof to the payment of the items for which such Letter of Credit was established or to apply such Letter of Credit to payment of the Debt in such order, proportion or priority as Lender may determine. On the Maturity Date, if the Debt is not paid in full, any such Letter of Credit may be applied to reduce the Debt.

(b) In addition to any other right Lender may have to draw upon a Letter of Credit pursuant to the specific terms and conditions of this Agreement, Lender shall have the additional rights to draw in full on any Letter of Credit: (i) if Lender has received a notice from the issuing bank that such Letter of Credit will not be renewed and either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit is not provided at least ten (10) Business Days prior to the date on which the outstanding Letter of Credit is scheduled to expire; (ii) upon receipt of notice from the issuing bank that the Letter of Credit will be terminated (except if the termination of such Letter of Credit is permitted pursuant to the terms and conditions of this Agreement or a substitute Letter of Credit is provided); or (iii) if Lender has received notice that the bank issuing the Letter

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of Credit shall cease to meet the long-term unsecured debt rating set forth in the definition of “Letter of Credit” in Section 1.1 hereof, and Borrower has failed to deliver to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit. Notwithstanding anything to the contrary contained herein, Lender shall not be obligated to draw down on any Letter of Credit upon the happening of an event specified in clause (i), (ii) or (iii) above and shall not be liable for any losses sustained by Borrower due to the insolvency of the bank issuing the Letter of Credit if Lender has not drawn the Letter of Credit, and in the event of the insolvency of the bank issuing the Letter of Credit or if the bank issuing the Letter of Credit ceases to meet the long-term unsecured debt rating described above, Borrower shall promptly provide to Lender either (y) a substitute Letter of Credit or (z) cash in the amount of the Letter of Credit.

VIII. DEFAULTS

Section 8.1 Event of Default.

(a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if (i) Borrower shall fail to make any payment of interest or principal or default interest required hereunder or the monthly escrow or reserve deposits required hereunder or under the other Loan Documents, and such failure shall continue for more than three (3) days from the date such payment was due, (ii) the late charges required under Section 2.2.6 hereof are not paid when due or (iii) any portion of the Debt is not paid on the Maturity Date;

(ii) if any of the Taxes or Other Charges are not paid on or before the date that they shall become delinquent, subject to Borrower’s right to contest Taxes in accordance with Section 5.1.2 hereof, except to the extent sums sufficient to pay such Taxes and Other Charges have been deposited with Lender in accordance with the terms of Article 3 hereof;

(iii) if the Policies are not kept in full force and effect;

(iv) if Borrower transfers or encumbers any portion of the Property in violation of the provisions of Section 5.2.10 hereof or Article 7 of the Security Instrument;

(v) if any representation or warranty made by Borrower, Principal, or Guarantor herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made;

(vi) if Borrower, Principal, or Guarantor shall make an assignment for the benefit of creditors;

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(vii) if a receiver, liquidator or trustee shall be appointed for Borrower, Principal, Guarantor or any other Guarantor under any guarantee issued in connection with the Loan or if Borrower, Principal, Guarantor or such other Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to the Bankruptcy Code, or any similar federal or State law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Principal, Guarantor or such other Guarantor, or if any proceeding for the dissolution or liquidation of Borrower, Principal, Guarantor or such other Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Principal, Guarantor or such other Guarantor, upon the same not being discharged, stayed or dismissed within sixty (60) days;

(viii) if Borrower assigns its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(ix) if Borrower breaches any of its respective negative covenants contained in Section 5.2.2, 5.2.3, 5.2.4, 5.2.7 or 5.2.8 hereof;

(x) if a material default has occurred and continues beyond any applicable notice and cure period under the Management Agreement (or any Replacement Management Agreement) if such default permits the Manager thereunder to terminate or cancel the Management Agreement (or any Replacement Management Agreement);

(xi) if Borrower or Principal violates or does not comply with any of the provisions of Section 4.1.35 hereof in any material respect;

(xii) if the Property becomes subject to any mechanic’s, materialman’s or other Lien other than a Lien for local real estate taxes and assessments not then due and payable and, subject to Section 5.2.1 hereof, such Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of sixty (60) days;

(xiii) if any federal tax Lien or state or local income tax Lien is filed against Borrower, Principal, any Guarantor, or the Property and, subject to Section 5.1.2 hereof, the same is not discharged of record within thirty (30) days after same is filed;

(xiv) (A) Borrower is a Plan or its assets constitute Plan Assets; or (B) Borrower consummates a transaction which would cause the Security Instrument or Lender’s exercise of its rights under the Security Instrument, the Note, this Agreement or the other Loan Documents to constitute a nonexempt prohibited transaction under ERISA or result in a violation of a State statute regulating governmental plans, subjecting Lender to liability for a violation of ERISA, the Code, a State statute or other similar law;

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(xv) if any default occurs under any guaranty or indemnity executed in connection herewith (including, without limitation, the Guaranty and the Environmental Indemnity) and such default continues after the expiration of applicable grace periods, if any;

(xvi) if (i) the Interest Rate Cap Agreement is terminated for any reason by Borrower or the Counterparty, or (ii) the Counterparty defaults in the performance of its monetary obligations under the Interest Rate Cap Agreement or (iii) the rating of the Counterparty is subject to any downgrade, withdrawal or qualification by an Rating Agency, and Borrower does not within thirty (30) Business Days (A) replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement in accordance with Section 2.4 hereof, and (B) deliver to Lender, in form and substance reasonably satisfactory to Lender (x) an Assignment of Interest Rate Cap (y) a recognition letter from the Counterparty thereto acknowledging the assignment of the Replacement Interest Rate Cap Agreement and (z) any other opinions or documents required pursuant to Section 2.4 hereof;

(xvii) with respect to any term, covenant or provision set forth herein which specifically contains a notice requirement or grace period, if Borrower shall be in default under such term, covenant or condition after the giving of such notice or the expiration of such grace period;

(xviii) [intentionally deleted];

(xix) [intentionally deleted];

(xx) if any of the assumptions contained in the Insolvency Opinion, or in any other “non-consolidation” opinion delivered to Lender in connection with the Loan, if any, or in any other “non-consolidation” opinion delivered subsequent to the closing of the Loan, if any, is, or becomes untrue in any material respect;

(xxi) if a default has occurred and continues beyond any applicable notice and cure period under the Franchise Agreement, and such default permits a party to terminate or cancel the Franchise Agreement and Borrower has not entered into a Replacement Franchise Agreement pursuant to Section 5.1.21 hereof;

(xxii) if Borrower ceases to operate a hotel on the Property or terminates such business for any reason whatsoever (other than temporary cessation in connection with any renovations to the Property or restoration of the Property after Casualty or Condemnation);

(xxiii) if Borrower terminates or cancels the Franchise Agreement, or the Franchise Agreement expires pursuant to its terms, and, in either case, Borrower has not entered into a Replacement Franchise Agreement pursuant to Section 5.1.21 hereof, or operates the Property under the name of any franchisor or hotel chain or system other than that of a Qualified Franchisor without Lender’s prior written consent;

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(xxiv) if there shall be default under the Security Instrument or any of the other Loan Documents beyond any applicable notice and cure periods contained in such documents, whether as to Borrower or the Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xxv) if there shall occur any default by the Operating Tenant, as lessee under the Operating Lease, in the observance or performance of any term, covenant or condition of the Operating Lease on the part of the Operating Tenant to be observed or performed, and said default is not cured prior to the expiration of any applicable grace period therein provided, or if any one or more of the events referred to in the Operating Lease shall occur which would cause the Operating Lease to terminate without notice or action by the landlord thereunder or which would entitle the landlord to terminate the Operating Lease (except with respect to such defaults for which Borrower may expressly terminate the Operating Lease under Section 5.1.24 hereof) and the term thereof by giving notice to the Operating Tenant, as tenant thereunder, or there shall be a sale, pledge or encumbrance of the Operating Lease by Operating Tenant, or if the Operating Lease expires pursuant to its terms or if any default occurs under the Subordination and Attornment Agreement made between Operating Tenant and Lender dated as of the date hereof and such default continues after the expiration of applicable notice and grace periods, if any, and under any of the foregoing circumstances the Operating Lease is not replaced within thirty (30) days with a Replacement Operating Lease in accordance with the terms and conditions of Section 5.1.24 hereof), or if the leasehold estate created by the Operating Lease shall be surrendered or the Operating Lease shall be terminated or cancelled for any reason or under any circumstances whatsoever and is not replaced within thirty (30) days with a replacement Operating Lease in accordance with the terms and conditions of Section 5.1.24 hereof, or if any of the terms, covenants or conditions of the Operating Lease shall in any manner be modified, changed, supplemented, altered, or amended, other than in accordance with Section 5.1.24 hereof;

(xxvi) any assignment, subletting, conveyance, mortgage, pledge or other encumbrance or transfer of the Operating Tenant’s leasehold interest in Operating Lease (other than as permitted thereunder without the Borrower’s consent) without (to the extent required hereunder) Lender’s prior written consent and a Rating Confirmation; or

(xxvii) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xxvi) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for

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thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such 30 day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed one hundred twenty (120) days.

(b) Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default described in clauses (vi) or (vii) above) and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, and to the extent permitted by Applicable Law, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to all or the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and any or all of the Property, including, without limitation, all rights or remedies available at law or in equity; and upon the occurrence and continuance of any Event of Default described in clauses (vi) or (vii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2 Remedies.

(a) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, to the extent permitted by Applicable Law, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any part of the Property or any other Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by Applicable Law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by Applicable Law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing, to the extent permitted by Applicable Law, (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all Liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Property and the other Collateral and each Security Instrument has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

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(b) With respect to Borrower and the Property, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to the Property or Collateral for the satisfaction of any of the Debt in preference or priority to any other Collateral, and Lender may seek satisfaction out of all of the Property or any other Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, to the extent permitted by Applicable Law, Lender shall have the right from time to time to partially foreclose the Security Instrument in any manner and for any amounts secured by the Security Instrument then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Security Instrument to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose the Security Instrument to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Security Instrument as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Security Instrument to secure payment of sums secured by the Security Instrument and not previously recovered.

(c) Lender shall have the right, from time to time, to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until five (5) Business Days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date.

Section 8.3 Remedies Cumulative; Waivers.

To the extent permitted by Applicable Law, the rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. To the extent permitted by Applicable

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Law, Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. To the extent permitted by Applicable Law, no delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one or more Defaults or Events of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

IX. SPECIAL PROVISIONS

Section 9.1 Sale of Notes and Securitization

Lender may, at any time, sell, transfer or assign the Note, this Agreement, the Security Instrument and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage pass-through certificates or other securities (the “Securities”) evidencing a beneficial interest in a rated or unrated public offering or private placement (a “Securitization”). At the request of the holder of the Note and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall cooperate with Lender to satisfy the market standards to which the holder of the Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with a Securitization or the sale of the Note or the participations or Securities, including, without limitation, to:

(a) (i) provide such financial and other information with respect to the Property, Borrower, Guarantor, the REIT, Operating Tenant, and the Manager, (ii) provide budgets relating to the Property and (iii) to perform or permit or cause to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), engineering reports and other due diligence investigations of the Property, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization (the “Provided Information”), together, if customary, with appropriate verification and/or consents of the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and the Rating Agencies;

(b) if required by the Rating Agencies, deliver (i) [intentionally deleted], (ii) revised opinions of counsel as to due execution and enforceability with respect to the Property, Borrower, Guarantor, Principal, and Operating Tenant and the Loan Documents, and (iii) revised organizational documents for Borrower, Guarantor, and Principal, and Operating Tenant (including, without limitation, such revisions as are necessary to comply with the provisions of Section 4.1.35 hereof), which counsel, opinions and organizational documents shall be reasonably satisfactory to Lender and the Rating Agencies;

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(c) execute such amendments to the Loan Documents and organizational documents as may be requested by the holder of the Note or the Rating Agencies or otherwise to effect the Securitization; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (except for modifications and amendments required to be made pursuant to Section (e) and (f) below), (i) change the interest rate, the stated maturity or the amortization of principal set forth in the Note, or (ii) modify or amend any other material term of the Loan;

(d) if Lender elects, in its sole discretion, prior to or upon a Securitization, to split the Loan into two or more parts, or the Note into multiple component notes or tranches which may have different interest rates, amortization payments, principal amounts, payment priorities, and maturities, Borrower agrees to cooperate with Lender in connection with the foregoing and to execute the required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or components may be assigned different interest rates, so long as the initial weighted average of such interest rates does not exceed the Applicable Interest Rate and the scheduled amortization payments do not exceed the Scheduled Amortization Payment;

(e) execute modifications to the Loan Documents changing the interest rate and/or the amortization payments for the Loan, provided that the initial weighted average of the interest rate spreads for the Loan after such modification shall not exceed the weighted average of the interest rate spreads for the Loan immediately prior to such modification and the scheduled amortization payments after such modification will not exceed the Scheduled Amortization Payments, if any, due under the Loan Agreement immediately prior to such modification and the scheduled amortization payments after such modification will not exceed the Scheduled Amortization Payments due under the Loan Agreement immediately prior to such modification. The Borrower shall also provide opinions and title insurance reasonably necessary to effectuate the same; and

(f) make such representations and warranties as of the closing date of the Securitization with respect to the Property, Borrower, Principal, Operating Tenant, Guarantor, and the Loan Documents as are customarily provided in securitization transactions and as may be reasonably requested by the holder of the Note or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in the Loan Documents.

All third party costs and expenses and out-of-pocket expenses incurred by Lender in connection with this Section 9.1 and the Securitization shall be paid by Lender (except as otherwise expressly set forth herein). These shall include, but not be limited to, fees and disbursements of legal counsel, accountants, and other professionals retained by Lender and fees and expenses incurred for producing any offering documents or any other materials (including travel by Lender and its agents, design, printing, photograph and documents production costs). Solely for the purposes of this Section 9.1, Lender shall reimburse Borrower for all of its reasonable out-of-pocket costs and expenses, including the reasonable out-of-pocket fees and

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expenses of Borrower’s counsel in excess of $25,000 (it being understood that Borrower shall be responsible for paying up to $25,000 of such costs, fees and expenses), that Borrower incurs in connection with complying with a request made by Lender under this Section 9.1 in connection with a Securitization. Upon Lender’s request, Borrower shall deliver to Lender such evidence required by Lender demonstrating that Borrower has incurred such out-of-pocket costs, fees and expenses, including, delivery of bills and invoices reflecting such fees, costs and expenses. Notwithstanding the foregoing, the provisions of this paragraph shall in no way limit or affect any Borrower obligation to pay any costs expressly required to be paid by Borrower pursuant to any other Sections of this Agreement.

Section 9.2 Securitization Indemnification.

(a) Borrower and Guarantor understand that certain of the Provided Information may be included in disclosure documents in connection with the Securitization, including, without limitation, a prospectus supplement, private placement memorandum, offering circular or other offering document (each a “Disclosure Document”) and may also be included in filings (an “Exchange Act Filing”) with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or provided or made available to Investors or prospective Investors in the Securities, the Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower and Guarantor will cooperate with the holder of the Note in updating the Disclosure Document by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects with respect to Borrower, Guarantor, the Property and the Operating Tenant.

(b) Borrower and Guarantor agree to provide in connection with each of (i) a preliminary and a final private placement memorandum or (ii) a preliminary and final prospectus or prospectus supplement, as applicable, or (iii) collateral and structured term sheets or similar materials, an indemnification certificate (A) certifying that Borrower has carefully examined such memorandum or prospectus or term sheets, as applicable, solely with respect to the factual contents thereof related to the Loan, the Borrower, the Guarantor, the Operating Tenant, the REIT, the Manager, the Franchisor, the Property and the Provided Information and such sections (and any other sections reasonably requested) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (B) indemnifying Lender (and for purposes of this Section 9.2, Lender hereunder shall include its officers and directors), the Affiliate of Lehman Brothers Inc. (“Lehman”) that has filed the registration statement relating to the Securitization (the “Registration Statement”), each of its directors, each of its officers who have signed the Registration Statement and each Person who controls the Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Lehman Group”), and Lehman, each of its directors and each Person who controls Lehman within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the “Underwriter Group”) for any losses, claims, damages or liabilities (collectively, the

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“Liabilities”) to which Lender, the Lehman Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such sections described in clause (A) above (but solely with respect to the factual contents thereof relating to the Loan, the Borrower, the Guarantor, the Operating Tenant, the REIT, the Manager, the Franchisor, and the Property and the Provided Information), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such sections or necessary in order to make the statements in such sections or in light of the circumstances under which they were made, not misleading and (C) agreeing to reimburse Lender, the Lehman Group and the Underwriter Group for any legal or other expenses reasonably incurred by Lender the Lehman Group and the Underwriter Group in connection with investigating or defending the Liabilities; provided, however, that Borrower will be liable in any such case under clauses (B) or (C) above only to the extent that any such Liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower in connection with the preparation of the memorandum or prospectus or in connection with the underwriting of the debt, including, without limitation, financial statements of Borrower, operating statements, rent rolls, environmental site assessment reports and property condition reports with respect to the Property. This indemnification will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification provided for in clauses (B) and (C) above shall be effective whether or not an indemnification certificate described in (A) above is provided and shall be applicable based on information previously provided by Borrower or its Affiliates if Borrower does not provide the indemnification certificate.

(c) In connection with filings under the Exchange Act, Borrower and Guarantor agree to indemnify (i) Lender, the Lehman Group and the Underwriter Group for Liabilities to which Lender, the Lehman Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged omission to state in the Provided Information a material fact required to be stated in the Provided Information in order to make the statements in the Provided Information, in light of the circumstances under which they were made not misleading and (ii) reimburse Lender, the Lehman Group or the Underwriter Group for any reasonable legal or other expenses reasonably incurred by Lender, the Lehman Group or the Underwriter Group in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an indemnified party under this Section 9.2 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9.2, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which the indemnifying party may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the indemnifying party. In the event that any action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the

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aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. The indemnifying party’s legal counsel shall control the defense of such action, except that no settlement or compromise shall be accepted or entered into which would bind any indemnified party unless such indemnified party has given its prior written consent thereto, which consent will not be unreasonably withheld. After notice from the indemnifying party to such indemnified party under this Section 9.2 the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. The indemnifying party shall not be liable for the expenses of more than one such separate counsel unless an indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another indemnified party. Prior to the occurrence and the continuance of an Event of Default, in the event that any indemnified party wishes to enter into a settlement agreement in connection with such action which would give rise to an indemnified obligation of the indemnifying party hereunder and such indemnifying party does not consent to such settlement agreement, such indemnified party agrees not to enter into such settlement agreement provided the indemnifying party delivers evidence reasonably satisfactory to such indemnified party that the indemnifying party shall be able to satisfy its indemnification obligations under this Section in the event a judgment is rendered against the indemnifying party with respect to such action. In such event, the indemnifying party shall pay or, at the indemnified party’s option, reimburse it for the reasonable fees and expenses of its legal counsel and other professionals.

(e) In order to provide for just and equitable contribution in circumstances in which the indemnifications provided for in Section 9.2(b) or (c) is or are for any reason held to be unenforceable by an indemnified party in respect of any Liabilities (or action in respect thereof) referred to therein which would otherwise be indemnifiable under Section 9.2(b) or (c), the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, the following factors shall be considered: (i) Lehman’s and Borrower’s relative knowledge and access to information concerning the matter with respect to which claim was asserted; (ii) the opportunity to correct and prevent any statement or omission; and (iii) any other equitable considerations appropriate in the circumstances. Lender, Borrower, and Guarantor hereby agree that it would not be equitable if the amount of such contribution were determined solely by pro rata or per capita allocation.

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(f) The liabilities and obligations of Borrower, Guarantor and Lender under this Section 9.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

Section 9.3 Servicer.

At the option of Lender or Agent, and at the Lender’s or Agent’s expense, the Loan may be serviced by a servicer/trustee (the “Servicer”) selected by Lender or Agent and Lender or Agent may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a servicing agreement (the “Servicing Agreement”) between Lender or Agent and Servicer.

Section 9.4 Exculpation.

(a) Except as otherwise provided herein, in the Security Instrument or in the other Loan Documents, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in this Agreement, the Note or the Security Instrument by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable Lender to enforce and realize upon this Agreement, the Note, the Security Instrument, the other Loan Documents, and the interest in the Property, the Rents and any other collateral given to Lender created by this Agreement, the Note, the Security Instrument and the other Loan Documents; provided, however, that any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Property, in the Rents and in any other collateral given to Lender. Lender, by accepting this Agreement, the Note and the Security Instrument, agrees that it shall not, except as otherwise provided herein or in the Security Instrument, sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding, under or by reason of or under or in connection with this Agreement, the Note, the Security Instrument or the other Loan Documents. The provisions of this Section shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by this Agreement, the Note, the Security Instrument or the other Loan Documents; (ii) impair the right of Lender to name Borrower as a party defendant in any action or suit for judicial foreclosure and sale under the Security Instrument; (iii) affect the validity or enforceability of any indemnity (including, without limitation, the Environmental Indemnity), guaranty (including, without limitation, the Guaranty), master lease or similar instrument made in connection with this Agreement, the Note, the Security Instrument, or the other Loan Documents; (iv) impair the right of Lender to obtain the appointment of a receiver; (v) impair the enforcement of the Assignment of Leases; (vi) impair the right of Lender to enforce the provisions of Section 10.2 of the Security Instrument or Sections 4.1.8, 4.1.28, 5.1.9 and 5.2.8 hereof; or (vii) impair the right of Lender to obtain a deficiency judgment or other judgment on the Note against Borrower if necessary to (A) preserve or enforce its rights and remedies against the Property or (B) obtain any Insurance Proceeds or Awards to which Lender would otherwise be entitled under the terms of this Agreement or the Security Instrument; provided however, Lender shall only enforce such judgment to the extent of the Insurance Proceeds and/or Awards.

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(b) Notwithstanding the provisions of this Section 9.4 to the contrary, Borrower shall be personally liable to Lender for the Losses it incurs due to: (i) fraud or intentional misrepresentation in connection with the execution and the delivery of this Agreement, the Note, the Security Instrument, or the other Loan Documents; (ii) Borrower’s misappropriation or intentional misapplication of Rents received by Borrower after the occurrence and during the continuance of an Event of Default; (iii) Borrower’s misappropriation or intentional misapplication of security deposits or Rents collected more than thirty (30) days in advance; (iv) Borrower’s misappropriation or intentional misapplication of Insurance Proceeds or Awards; (v) Borrower’s failure to pay Taxes, Other Charges (except to the extent that sums sufficient to pay such amounts have been deposited in escrow with Lender pursuant to the terms of Section 7.2 hereof), and charges for labor or materials or other charges that can create Liens on the Property (except to the extent that there is insufficient cash flow from the operation of the Property); (vi) Borrower’s failure to return or to reimburse Lender for all Personal Property taken from the Property by or on behalf of Borrower (other than Personal Property that is obsolete or removed or disposed in the ordinary course of business of owning and operating the Property) and not replaced with Personal Property of the same utility and of the same or greater value; (vii) any act of intentional waste or arson by Borrower, Principal, or any Affiliate thereof or Guarantor; (viii) [intentionally deleted]; (ix) Borrower’s failure to comply with the provisions of Section 5.1.10 hereof (provided Borrower shall have an additional ten (10) days after written notice of such failure to deliver the required financial statements or reports pursuant to Section 5.1.10 hereof before recourse is sought); (x) Borrower’s failure to comply with the provisions of Sections 4.1.39 or 5.1.19 of this Agreement; (xi) Borrower’s or Principal’s default under Section 4.1.35 hereof; or (xii) Operating Tenant’s or Principal’s (as defined in the Subordination and Attornment Agreement) default under Section 11 of the Subordination and Attornment Agreement.

(c) Notwithstanding the foregoing, the agreement of Lender not to pursue recourse liability as set forth in Subsection (a) above SHALL BECOME NULL AND VOID and shall be of no further force and effect (i) in the event of Borrower’s default under Section 5.2.10 hereof or Article 7 of the Security Instrument, (ii) if the Property or any part thereof shall become an asset in (A) a voluntary bankruptcy or insolvency proceeding or (B) an involuntary bankruptcy or insolvency proceeding commenced by any Person (other than Lender) and Borrower fails to use its commercially reasonable efforts to obtain a dismissal of such proceedings.

(d) Nothing herein shall be deemed to be a waiver of any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full amount of the indebtedness secured by the Security Instrument or to require that all collateral shall continue to secure all of the indebtedness owing to Lender in accordance with this Agreement, the Note, the Security Instrument and the other Loan Documents.

Section 9.5 Reserved.

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Section 9.6 Reserved.

Section 9.7 Syndication

9.7.1 Syndication.

The provisions of this Section 9.7 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 9.7 set forth below.

9.7.2 Sale of Loan, Co-Lenders, Participations and Servicing.

(a) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Loan (the “Syndication”), to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to which the additional Co-Lender accepts such assignment and assumes the assigned obligations (a “Pro Rata Share of the Loan”). From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co-Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents.

(b) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan. If for any reason any of the Co-Lenders shall fail or refuse to abide by their obligations under this Agreement, Lender and the other Co-Lenders shall not be relieved of their obligations, if any, hereunder, including their obligations to make their pro rata share of any advance; notwithstanding the foregoing, Lender and the Co-Lenders shall have the right, but not the obligation, at their sole option, to make the defaulting Co- Lender’s pro rata share of such advance pursuant to the Co-Lending Agreement.

(c) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the certificates required under Sections 5.1.10 and 5.1.13 hereof and such other information as reasonably requested by any additional Co-Lender or Participant in performing its due diligence in connection with its purchase of an interest in the Loan.

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(d) Lender (or an Affiliate of Lender) shall act as administrative agent for itself and the Co-Lenders (together with any successor administrative agent, the “Agent”) pursuant to this Section 9.7. Borrower acknowledges that Lender, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Lender acknowledges that Lender, as Agent, shall retain the exclusive right to grant approvals and give consents with respect to the operating budgets required to be delivered hereunder and with respect to matters concerning the establishment and administration of the Lockbox Account and the other Accounts. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement or the Co-Lending Agreement be subject to the consent or direction of some or all of the Co-Lenders. Lender may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the Co-Lenders in accordance with the term of the Co-Lending Agreement, in each case without the consent of Borrower. Upon any such resignation, a successor Agent shall be determined pursuant to the terms of the Co-Lending Agreement. The term Agent shall mean any successor Agent.

(e) Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent.

(f) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, Lender, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include Lender in its individual capacity. Lender and the other Co-Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other.

(g) If required by any Co-Lender, each Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes.

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(h) Lender, as Agent, shall maintain at its domestic lending office or at such other location as Lender, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the amount of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Lender, as Agent, and the Co-Lenders may treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its address and its agent for service of process upon written notice to Lender, as Agent, which notice shall only be effective upon actual receipt by Lender, as Agent, which receipt will be acknowledged by Lender, as Agent, upon request.

(i) Notwithstanding anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a “Participant”) (x) if such sale is without novation and (y) if the other conditions set forth in this paragraph are met. No Participant shall be considered a Co-Lender hereunder or under the Note or the Loan Documents. No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and the Participant’s rights in respect of such participation shall be solely against Lender or Co-Lender, as the case may be, as set forth in the participation agreement executed by and between Lender or Co-Lender, as the case may be, and such Participant. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co- Lender, as the case may be, shall remain solely responsible for the performance of its obligations hereunder.

(j) Notwithstanding any other provision set forth in this Agreement, Lender or any Co-Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, amounts owing to it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System), provided that no such security interest or the exercise by the secured party of any of its rights thereunder shall release Lender or Co-Lender from its funding obligations hereunder.

9.7.3 Cooperation in Syndication.

(a) Borrower and Guarantor agree to assist Lender in completing a Syndication satisfactory to Lender. Such assistance shall include (i) direct contact between senior management and advisors of Borrower and the proposed Co-Lenders, (ii) assistance in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the Syndication, (iii) the hosting, with

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Lender, of one or more meetings of prospective Co-Lenders or with the Rating Agencies, (iv) the delivery of appraisals satisfactory to Lender if required, and (v) working with Lender to procure a rating for the Loan by the Rating Agencies.

(b) Lender shall manage all aspects of the Syndication of the Loan, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Co-Lenders and the amount and distribution of fees among the Co-Lenders. To assist Lender in its Syndication efforts, Borrower and Guarantor agree promptly to prepare and provide to Lender all information with respect to Borrower, Manager, Guarantor, Principal, Operating Tenant, and the Property contemplated hereby, including all financial information and projections (the “Projections”), as Lender may reasonably request in connection with the Syndication of the Loan. Borrower hereby represents and covenants that (i) all information other than the Projections (the “Information”) that has been or will be made available to Lender by Borrower or any of their representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (ii) the Projections that have been or will be made available to Lender by Borrower or any of their representatives have been or will be prepared in good faith based upon reasonable assumptions. Borrower understands that in arranging and syndicating the Loan, Lender, the Co-Lenders and, if applicable, the Rating Agencies, may use and rely on the Information and Projections without independent verification thereof.

(c) If required in connection with the Syndication, Borrower and Guarantor hereby agrees to:

(i) amend the Loan Documents to give Lender the right, at Borrower’s sole cost and expense, to have the Property reappraised on an annual basis;

(ii) deliver updated financial and operating statements and other information reasonably required by Lender to facilitate the Syndication;

(iii) deliver reliance letters reasonably satisfactory to Lender with respect to the environmental assessments and reports delivered to Lender prior to the Closing Date, which will run to Lender and its successors and assigns; and

(iv) execute modifications to the Loan Documents required by the Co- Lenders, provided that such modification will not (except as set forth in (v) and (vi) below) change any material or economic terms of the Loan Documents, or otherwise materially increase the obligations or materially decrease the rights of Borrower pursuant to the Loan Documents;

(v) if Lender elects, in its sole discretion, prior to or upon a Syndication, to split the Loan into two or more parts, or the Note into multiple

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component notes or tranches which may have different interest rates, principal amounts, payment priorities, and maturities, Borrower agrees to cooperate with Lender in connection with the foregoing and to execute the required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or components may be assigned different interest rates, so long as the initial weighted average of such interest rates does not exceed the Applicable Interest Rate;

(vi) execute modifications to the Loan Documents changing the interest rate for the Loan provided that the initial weighted average of the interest rate spreads for the Loan after such modification shall not exceed the weighted average of the interest rate spreads for the Loan immediately prior to such modification and the scheduled amortization payments after such modification will not exceed the Scheduled Amortization Payments due under the Loan Agreement immediately prior to such modification. The Borrower shall also provide opinions and title insurance reasonably necessary to effectuate the same; and

(vii) deliver an Insolvency Opinion (at the sole cost and expense of Borrower).

All third party costs and expenses and out-of-pocket expenses incurred by Lender in connection with this Section 9.7.3 and the Syndication shall be paid by Lender (except as otherwise expressly set forth herein). These shall include, but not be limited to, fees and disbursements of legal counsel, accountants, and other professionals retained by Lender and fees and expenses incurred for producing any offering documents or any other materials (including travel by Lender and its agents, design, printing, photograph and documents production costs). Solely for the purposes of this Section 9.7.3, Lender shall reimburse Borrower for all of its reasonable out-of-pocket costs and expenses, including the reasonable out-of-pocket fees and expenses of Borrower’s counsel in excess of $25,000 (it being understood that Borrower shall be responsible for paying up to $25,000 of such costs, fees and expenses), that Borrower incurs in connection with complying with a request made by Lender under this Section 9.7.3 in connection with a Syndication. Upon Lender’s request, Borrower shall deliver to Lender such evidence required by Lender demonstrating that Borrower has incurred such out-of-pocket costs, fees and expenses, including, delivery of bills and invoices reflecting such fees, costs and expenses. Notwithstanding the foregoing, the provisions of this paragraph shall in no way limit or affect any Borrower obligation to pay any costs expressly required to be paid by Borrower pursuant to any other Sections of this Agreement.

9.7.4 Payment of Agent’s, and Co-Lender’s Expenses, Indemnity, etc. Borrower and Guarantor shall:

(a) whether or not the transactions contemplated in this Section 9.7 are consummated, pay all reasonable out-of-pocket costs and expenses (A) of Agent’s counsel fees and expenses relating to the negotiation, preparation, execution and delivery of the Note, this Agreement, the Security Instrument, and the other Loan Documents and the documents and instruments referred to therein, the creation, perfection or protection

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of Lender’s and Co-Lender’s liens on the Property (including, without limitation, fees and expenses for title insurance, property inspections, appraisals, if required for Syndication, surveys, lien searches, filing and recording fees, and escrow fees and expenses), and any amendment, waiver or consent relating to any of the Loan Documents including releases, (but Agent and the Co-Lender’s shall pay their own respective counsel fees) and (B) of Agent and Co-Lenders in connection with the preservation of rights under, any amendment, waiver or consent relating to, and enforcement of, the Loan Documents and the documents and instruments referred to therein or in connection with any restructuring or rescheduling of the Obligations (including, without limitation, the reasonable fees and disbursements of counsel for Agent and the Co-Lenders);

(b) pay, and hold Agent and each Co-Lender harmless from and against, any and all present and future stamp, excise and other similar taxes with respect to the foregoing matters and hold Agent and each Co-Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Agent or such Co-Lender) to pay such taxes; and

(c) indemnify Agent, (in its capacity as Lender and as Agent), and each Co- Lender, its officers, directors, employees, representatives and agents and any persons or entities owned or Controlled by, owning or Controlling, or under common Control or Affiliated with Agent, Agent, or each Co-Lender (each an “Indemnitee”) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, asserted against or incurred by any Indemnitee as a result of, or arising in any manner out of, or in any way related to or by reason of, (i) the execution, delivery or performance of any Loan Document by Borrower, (ii) the breach of any of Borrower’s representations and warranties or of any of Borrower’s Obligations, (iii) a default under Section 5.2.8 hereof, including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA, the Code, any State statute or other similar law that may be required, and (iv) the exercise by Agent and the Co-Lenders of their rights and remedies (including, without limitation, foreclosure) under any Loan Documents, but excluding, as to any Indemnitee, any such losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements incurred solely by reason of the gross negligence or willful misconduct of such Indemnitee as finally determined by a court of competent jurisdiction (collectively, “Indemnified Liabilities”). Borrower and Guarantor further agree that, without Agent’s or the Co-Lenders’ prior written consent, it will not enter into any settlement of a lawsuit, claim or other proceeding arising or relating to any Indemnified Liability unless such settlement includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of each Indemnitee. Borrower’s and Guarantor’s obligations under

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this Section shall survive the termination of this Agreement and the payment of the Obligations. Borrower and Guarantor shall have the right to undertake, conduct and control through counsel of its own choosing (which counsel shall be acceptable to the Indemnitee acting reasonably), the conduct and settlement of the Indemnified Liabilities, and the Indemnitee shall cooperate with Borrower and Guarantor in connection therewith; provided that Borrower and Guarantor shall permit the Indemnitee to participate in such conduct and settlement through counsel chosen by the Indemnitee, but reasonable fees and expenses of such counsel shall be borne by the Indemnitee. Notwithstanding the foregoing, the Indemnitee shall have the right to employ its own counsel, and the reasonable fees and expenses of such counsel shall be at Borrower’s and Guarantor’s cost and expense if the Indemnitee reasonably determines that (i) Borrower’s and Guarantor’s counsel is not adequately defending any claim or proceeding in a manner reasonably acceptable to Indemnitee or (ii) the interests of Borrower and Guarantor and the Indemnitee have become adverse in any such claim or course of action; provided, however Borrower, in such event, shall only be liable for the reasonable legal expenses of one counsel for all such Indemnitees. None of Borrower, Guarantor or any Indemnitee shall be liable for any settlement of any Indemnified Liability effected without its prior written consent, such consent not to be unreasonably withheld. No Indemnitee shall be liable for any indirect or consequential damages in connection with its activities related to the Loan, the Securitization or the Syndication.

9.7.5 Limitation of Liability.

No claim may be made by Borrower, or any other Person against Agent, or any Co-Lenders or the Affiliates, directors, officers, employees, attorneys or agent of any of such Persons for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any act, omission or event occurring in connection therewith; and Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

9.7.6 No Joint Venture.

Notwithstanding anything to the contrary herein contained, neither Agent, nor any Co-Lender by entering into this Agreement or by taking any action pursuant hereto, will be deemed a partner or joint venturer with Borrower.

9.7.7 Voting Rights of Co-Lenders.

Borrower acknowledges that the Co-Lending Agreement may contain provisions which require that amendments, waivers, extensions, modifications, and other decisions with respect to the Loan Documents shall require the approval of all or a number of the Co-Lenders holding in the aggregate a specified percentage of the Loan or any one or more Co-Lenders that are specifically affected by such amendment, waiver, extension, modification or other decision.

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X. MISCELLANEOUS

Section 10.1 Survival.

This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 10.2 Lender’s Discretion.

Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive.

Section 10.3 Governing Law.

(a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS), PROVIDED HOWEVER, THAT WITH RESPECT TO THE CREATION, PERFECTION, PRIORITY AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED BY THIS AGREEMENT, THE SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS, AND THE DETERMINATION OF DEFICIENCY JUDGMENTS, THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED SHALL APPLY.

(b) WITH RESPECT TO ANY CLAIM OR ACTION ARISING HEREUNDER OR UNDER THIS AGREEMENT, THE NOTE, OR THE OTHER LOAN DOCUMENTS, BORROWER (A) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, AND (B) IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING ON VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS BROUGHT IN ANY SUCH COURT, IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS INSTRUMENT WILL BE DEEMED TO PRECLUDE LENDER FROM BRINGING AN ACTION OR PROCEEDING WITH RESPECT HERETO IN ANY OTHER JURISDICTION.

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Section 10.4 Modification, Waiver in Writing.

No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, the Note, or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

Section 10.5 Delay Not a Waiver.

Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 10.6 Notices.

All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Borrower:	MeriStar Secured Holdings LLC
	c/o MeriStar Hospitality Corporation
	4501 N. Fairfax Drive, Suite 500
	Arlington, Virginia 22203
	Attention: Jerome J. Kraisinger, Esq. (General Counsel)
	Facsimile No.: (703) 812-7235
With a copy to:	Latham & Watkins LLP
	885 Third Avenue, Suite 1000
	New York, New York 10022-4834
	Attention: James I. Hisiger
	Facsimile No.: (212) 751-4864

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If to Lender / Agent:	Lehman Brothers Holdings Inc.
	399 Park Avenue
	New York, New York 10022
	Attention: Jeffrey Peltier Facsimile No.: (212) 758-3128
With a copy to:	Thacher Proffitt & Wood LLP
	Two World Financial Center New York, New York 10281
	Attention: Mitchell G. Williams, Esq.
	Facsimile No.: (212) 912-7751
With a copy of all notices,	Midland Loan Services
certificates, and other	10851 Mastin Street, Suite 300
information under Section	Overland Park, Kansas 66210
5.1.10 to:	Attention: Jeff Wagner
	Facsimile No.: (913) 253-9001

or addressed as such party may from time to time designate by written notice to the other parties.

Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

Section 10.7 Trial by Jury.

BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER.

Section 10.8 Headings.

The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

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Section 10.9 Severability.

Wherever possible, each provision of this Agreement shall be interpreted in such 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 Law, 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.

Section 10.10 Preferences.

Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, State or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11 Waiver of Notice.

Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 10.12 Remedies of Borrower.

In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 10.13 Expenses; Indemnity.

(a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender within five (5) days of receipt of written notice from Lender for all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) the preparation, negotiation, execution and

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delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Property); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) Lender’s ongoing performance and compliance with all agreements and conditions contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Lender; (v) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement; (vi) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Property or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any cost and expenses due and payable to Lender may be paid from any amounts in the Lockbox Account.

(b) Borrower shall indemnify, defend and hold harmless Lender from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto), that may be imposed on, incurred by, or asserted against Lender in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Additional Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Additional Indemnified Liabilities incurred by Lender.

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(c) Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless Lender and the Indemnified Parties from and against any and all losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA, the Code, any State statute or other similar law that may be required, in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 4.1.8 or 5.2.8 hereof.

(d) Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for any fees and expenses incurred by any Rating Agency in connection with any consent, approval, waiver or confirmation obtained from such Rating Agency pursuant to the terms and conditions of this Agreement or any other Loan Document and Lender shall be entitled to require payment of such fees and expenses as a condition precedent to the obtaining of any such consent, approval, waiver or confirmation.

Section 10.14 Schedules and Exhibits Incorporated.

The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15 Offsets, Counterclaims and Defenses.

Any assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.16 No Joint Venture or Partnership; No Third Party Beneficiaries.

(a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender or to grant Lender any interest in the Property other than that of mortgagee, beneficiary or lender.

(b) This Agreement and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan

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hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

Section 10.17 Publicity.

All news releases, publicity or advertising by Borrower or their Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, Lehman, or any of their Affiliates shall be subject to the prior written approval of Lender, which shall not be unreasonably withheld. All news releases, publicity or advertising by Lender or its Affiliates (other than in connection with a Securitization or a Syndication) through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Borrower, or any of their Affiliates shall be subject to the prior written approval of Borrower or Guarantor, which shall not be unreasonably withheld. Notwithstanding the foregoing, disclosure required by any federal or State securities laws, rules or regulations, as determined by Borrower’s or Lender’s counsel, respectively, shall not be subject to the prior written approval of Lender or Borrower, as applicable.

Section 10.18 Waiver of Marshalling of Assets.

To the fullest extent permitted by Applicable Law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Property, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Security Instrument, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Property for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Property in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or part of the Security Instrument, any equitable right otherwise available to Borrower which would require the separate sale of the Property or require Lender to exhaust its remedies against the Property before proceeding against any other Collateral; and further in the event of such foreclosure Borrower does hereby expressly consents to and authorizes, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Property.

Section 10.19 Waiver of Counterclaim.

Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

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Section 10.20 Conflict; Construction of Documents; Reliance.

In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21 Brokers and Financial Advisors.

Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22 Prior Agreements.

This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, between Borrower and/or its Affiliates and Lender are superseded by the terms of this Agreement and the other Loan Documents.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:

MERISTAR SECURED HOLDINGS, LLC,

a Delaware limited liability company

	By:	/s/ Kevin J. Welch
		Name: Kevin J. Welch
		Title: Authorized Signatory
LENDER:
LEHMAN BROTHERS HOLDINGS INC., d/b/a LEHMAN CAPITAL, a division of LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation, individually and as Agent for one or more Co-Lenders
By:	/s/ Charlene Thomas
	Name:	Charlene Thomas
	Title:	Vice President
WITH RESPECT TO SECTIONS 9.1, 9.2, 9.7.3, AND 9.7.4 ONLY:
GUARANTOR:
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership

By:	MeriStar Hospitality Corporation, a Maryland corporation, its general partner
	By:	/s/ Donald D. Olinger
		Name: Donald D. Olinger
		Title: Authorized Signatory

EX-10.25

EXHIBIT 10.25

U.S. $150,000,000

AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

Dated as of August 1, 2005

Among

2780 ATLANTA LIMITED PARTNERSHIP, L.P.

MERISTAR SUB 4J, LLC

(f/k/a CAPSTAR OKLAHOMA CITY COMPANY, L.L.C.)

MERISTAR SUB 3C, LLC

(f/k/a CAPSTAR TUCSON COMPANY, L.L.C.)

MERISTAR SUB 8E, LLC

(f/k/a CAPSTAR WINDSOR LOCKS COMPANY, L.L.C.)

MERISTAR KEY LARGO SPE, LLC

MERISTAR ANNAPOLIS SPE, LLC

MERISTAR MAHWAH SPE, LLC

MERISTAR ALEXANDRIA SPE, LLC

MERISTAR ALBUQUERQUE SPE, LLC

MERISTAR SUB 1B, LLC

(f/k/a EQUISTAR BELLEVUE COMPANY, L.L.C.)

MERISTAR SUB 1D, LP

(f/k/a CAPSTAR LAJV, L.P.)

MERISTAR SUB 7D, LLC

(f/k/a CAPSTAR CHICAGO COMPANY, L.L.C.)

and MERISTAR SUB 7F, LLC

(f/k/a CAPSTAR INDIANAPOLIS COMPANY, L.L.C.)

collectively, as the Borrower,

LEHMAN COMMERCIAL PAPER, INC.

as Administrative Agent,

LEHMAN BROTHERS INC.

as Sole Arranger and Sole Book Runner,

and

LEHMAN BROTHERS BANK, FSB

and

THE LENDERS NAMED HEREIN

as the Lenders

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	2
Section 1.01     Certain Defined Terms	2
Section 1.02     Computation of Time Periods	42
Section 1.03     Accounting Terms	43
Section 1.04     Types of Advances	43
Section 1.05     Miscellaneous	43
Section 1.06     Recitals	43
Section 1.07     Senior Indebtedness	43
ARTICLE II THE ADVANCES	43
Section 2.01     The Advances	43
Section 2.02     Method of Borrowing	44
Section 2.03     Fees	47
Section 2.04     Reduction of the Commitments	48
Section 2.05     Repayment of Advances on the Maturity Date	48
Section 2.06     Interest, Late Payment Fee	48
Section 2.07     Prepayments	50
Section 2.08     Breakage Costs	51
Section 2.09     Increased Costs	52
Section 2.10     Payments and Computations	53
Section 2.11     Taxes	54
Section 2.12     Illegality	56
Section 2.13     Release and Substitution of Collateral	56
Section 2.14     Determination of Leverage Ratio and Senior Unsecured Leverage Ratio	63
Section 2.15     Lender Replacement	63
Section 2.16     Sharing of Payments, Etc.	64
Section 2.17     Increasing Maximum Availability	65
Section 2.18     Availability Covenant	66
Section 2.19     Adjustment of Allocated Loan Amounts upon Addition of New Property	66
Section 2.20     Additional Borrowers	67
ARTICLE III CONDITIONS OF LENDING	67
Section 3.01     Conditions Precedent to the Initial Advance	67
Section 3.02     Advances in Excess of $50,000,000	68
Section 3.03     Conditions Precedent to All Advances of the Loan	75
Section 3.04     Conditions as Covenants	76
ARTICLE IV REPRESENTATIONS AND WARRANTIES	77
Section 4.01     Existence; Qualification; Partners; Subsidiaries	77
Section 4.02     Partnership and Corporate Power	77
Section 4.03     Authorization and Approvals	78
Section 4.04     Enforceable Obligations	78
Section 4.05     Parent Common Stock; REIT	78
Section 4.06     Financial Statements	79
Section 4.07     True and Complete Disclosure	79
Section 4.08     Litigation	79

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Section 4.09     Use of Proceeds	79
Section 4.10     Investment Company Act	80
Section 4.11     Taxes	80
Section 4.12     Pension Plans	80
Section 4.13     Condition of Hotel Property; Casualties; Condemnation	81
Section 4.14     Insurance	81
Section 4.15     No Burdensome Restrictions; No Defaults	81
Section 4.16     Environmental Condition	82
Section 4.17     Legal Requirements, Zoning, Utilities, Access	83
Section 4.18     Existing Indebtedness	83
Section 4.19     Ownership; Title; Encumbrances	84
Section 4.20     Leasing Arrangements	84
Section 4.21     Franchise Agreements	85
Section 4.22     Management Agreements	85
Section 4.23     Intentionally omitted	85
Section 4.24     Senior Indebtedness	85
Section 4.25     Security Interests and Liens	85
Section 4.26     Financial Statements: Financial Condition; etc.	86
Section 4.27     Solvency	86
Section 4.28     No Limited Service Hotels	86
Section 4.29     Eligible Properties	86
Section 4.30     Initial Availability	86
Section 4.31     Material Agreements	86
Section 4.32     Full and Accurate Disclosure	86
Section 4.33     Interest Rate Agreements	87
ARTICLE V AFFIRMATIVE COVENANTS	87
Section 5.01     Compliance with Laws, Etc.	87
Section 5.02     Preservation of Existence; Separateness, Etc.	87
Section 5.03     Payment of Taxes, Etc.	88
Section 5.04     Visitation Rights; Lender Meeting	89
Section 5.05     Reporting Requirements	89
Section 5.06     Maintenance of Property and Required Work	93
Section 5.07     Insurance	94
Section 5.08     Interest Rate Agreements	94
Section 5.09     Approved Participating Leases and Approved Management Agreements	94
Section 5.10     Use of Proceeds	94
Section 5.11     Collateral	94
Section 5.12     Minimum Real Property Assets	94
Section 5.13     Lien Searches; Title Searches	95
Section 5.14     Reserves	95
Section 5.15     Single Purpose Entity	96
Section 5.16     Intentionally Omitted	100
Section 5.17     PIP Covenants	100
ARTICLE VI NEGATIVE COVENANTS	101
Section 6.01     Liens, Etc.	101
Section 6.02     Indebtedness	101

- ii -

Section 6.03     Agreements Restricting Distributions From Subsidiaries	103
Section 6.04     Restricted Payments	103
Section 6.05     Fundamental Changes; Asset Dispositions	104
Section 6.06     Personal Property Leases	104
Section 6.07     Investments and other Property	105
Section 6.08     Affiliate Transactions	107
Section 6.09     Sale and Leaseback	107
Section 6.10     Sale or Discount of Receivables	107
Section 6.11     No Further Negative Pledges	107
Section 6.12     Material Documents	108
Section 6.13     Limitations on Development, Construction, Renovation and Purchase of Hotel Properties	109
Section 6.14     Use of Proceeds of Advances	109
Section 6.15     Franchise Concentration	109
ARTICLE VII FINANCIAL COVENANTS	109
Section 7.01     Interest Coverage Ratio	110
Section 7.02     Senior Unsecured Interest Coverage Ratio	110
Section 7.03     Fixed Charge Coverage Ratio	110
Section 7.04     Intentionally Omitted	111
Section 7.05     Leverage Ratio	111
Section 7.06     Senior Unsecured Leverage Ratio	112
Section 7.07     Limitations on Secured Indebtedness and Secured Recourse Indebtedness	112
Section 7.08     Senior Note Indenture - $200,000,000 9 1/8% Senior Notes	113
Section 7.09     Availability Covenant	113
ARTICLE VIII EVENTS OF DEFAULT; REMEDIES	113
Section 8.01     Events of Default	113
Section 8.02     Optional Acceleration of Maturity; Other Actions	117
Section 8.03     Automatic Acceleration of Maturity	117
Section 8.04     Intentionally Omitted	117
Section 8.05     Non-exclusivity of Remedies	117
Section 8.06     Right of Set-off	117
ARTICLE IX AGENCY PROVISIONS	118
Section 9.01     Authorization and Action	118
Section 9.02     Administrative Agent’s Reliance, Etc.	118
Section 9.03     Each Agent and Its Affiliates	119
Section 9.04     Lender Credit Decision	119
Section 9.05     Indemnification	119
Section 9.06     Successor Agent	120
Section 9.07     Arranger, Book Runner, and Other Agents	120
ARTICLE X MISCELLANEOUS	120
Section 10.01     Amendments, Etc.	120
Section 10.02     Notices, Etc.	122
Section 10.03     No Waiver; Remedies	123
Section 10.04     Costs and Expenses	123
Section 10.05     Binding Effect	124
Section 10.06     Lender Assignments and Participations	124

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Section 10.07     Indemnification	128
Section 10.08     Execution in Counterparts	129
Section 10.09     Survival of Representations, Indemnifications, etc.	129
Section 10.10     Severability	129
Section 10.11     Intentionally Omitted	129
Section 10.12     Intentionally Omitted	129
Section 10.13     Usury Not Intended	129
Section 10.14     GOVERNING LAW	130
Section 10.15     CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL	130
Section 10.16     Intentionally Omitted	132
Section 10.17     Knowledge of Borrower	132
Section 10.18     Lenders Not in Control	132
Section 10.19     Headings Descriptive	132
Section 10.20     Intentionally Omitted	132
Section 10.21     No Consequential Damages	132
Section 10.22     Exculpation	133
Section 10.23     Contributions and Waivers	134

EXHIBITS:

Exhibit A-1	-	Form of Term Note
Exhibit A-2	-	Form of Revolving Note
Exhibit B	-	Form of Adjustment Report
Exhibit C	-	Form of Assignment and Acceptance
Exhibit D	-	Form of Compliance Certificate
Exhibit E	-	Form of Notice of Borrowing
Exhibit F	-	Form of Notice of Conversion or Continuation
Exhibit G	-	Form of Security Instrument
Exhibit H	-	Form of Assignment of Leases and Rents
Exhibit I	-	Schedule of Initial Availability
Exhibit J	-	Form of Approved Participating Lease Subordination Agreement
Exhibit K	-	Form of Assignment of Contracts (Borrower and Lessee)
Exhibit L	-	Form of Franchisor Estoppel and Recognition Agreement
Exhibit M	-	Form of Assignment and Subordination of Management Agreement
Exhibit N	-	Form of Request for Additional Collateral
Exhibit O	-	Form of Tenant Estoppel Certificate

SCHEDULES:

Schedule 1.01(a)	-	Commitments
Schedule 1.01(b)	-	Initial Properties and Investment Amount
Schedule 1.01(c)	-	Approved Franchisors
Schedule 1.01(d)	-	Initial Interest Periods for Eurodollar Rate Advances as of the Closing Date
Schedule 4.01	-	Subsidiaries
Schedule 4.08	-	Litigation
Schedule 4.16	-	Environmental Condition
Schedule 4.17	-	Legal Requirements; Zoning; Utilities; Access

- iv -

Schedule 4.18(a)	-	Existing Indebtedness
Schedule 4.19	-	Permitted Liens
Schedule 4.20(a)	-	Approved Participating Leases
Schedule 4.20(b)	-	Ground Leases
Schedule 4.21	-	Franchise Agreements
Schedule 4.22	-	Management Agreements
Schedule 4.23	-	Schedule of Initial Real Property Assets, Additional Real Property Assets and Allocated Loan Amounts
Schedule 4.24	-	Schedule of Capital Expenditures

- v -

AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT, dated as of August 1, 2005 (the “Closing Date”) is among 2780 ATLANTA LIMITED PARTNERSHIP, L.P., a Delaware limited partnership, MERISTAR SUB 4J, LLC, a Delaware limited liability company (f/k/a Capstar Oklahoma City Company, L.L.C.), MERISTAR SUB 3C, LLC, a Delaware limited liability company, (f/k/a Capstar Tucson Company, L.L.C.), MERISTAR SUB 8E, LLC, a Delaware limited liability company, (f/k/a Capstar Windsor Locks Company, L.L.C.), MERISTAR KEY LARGO SPE, LLC, a Delaware limited liability company, MERISTAR ANNAPOLIS SPE, LLC, a Delaware limited liability company, MERISTAR MAHWAH SPE, LLC, a Delaware limited liability company, MERISTAR ALEXANDRIA SPE, LLC, a Delaware limited liability company, MERISTAR ALBUQUERQUE SPE, LLC, a Delaware limited liability company, MERISTAR SUB 1B, LLC (f/k/a Equistar Bellevue Company, L.L.C.), a Delaware limited liability company, MERISTAR SUB 1D, LP (f/k/a Capstar LAJV, L.P.), a Delaware limited partnership, MERISTAR SUB 7D, LLC, (f/k/a Capstar Chicago Company, L.L.C.) and MERISTAR SUB 7F, LLC (f/k/a Capstar Indianapolis Company, L.L.C.), a Delaware limited liability company (together with any Additional Borrowers (hereinafter defined) hereinafter referred to, individually and collectively, as the context may require, “Borrower”) as the Borrower, LEHMAN COMMERCIAL PAPER, INC., a New York corporation, as the Administrative Agent, LEHMAN BROTHERS, INC., a Delaware corporation, as Sole Arranger and Sole Book Runner, and LEHMAN BROTHERS BANK FSB, a federal stock saving bank (“Lehman”) and the other Lenders, as Lenders.

PRELIMINARY STATEMENTS:

WHEREAS, Lenders extended certain credit facilities to Initial Borrower pursuant to that certain Senior Secured Credit Agreement dated as of December 19, 2003 between Initial Borrower, Administrative Agent, Lehman and Lenders (the “Existing Lehman Credit Agreement”);

WHEREAS, in connection with the Existing Lehman Credit Agreement, the Initial Borrower executed and delivered to Lehman that certain promissory note dated as of December 19, 2003 in the principal amount of $50,000,000 (the “Original Note”).

WHEREAS, Lenders and Borrower desire to increase, modify and amend the credit facilities evidenced by the Existing Lehman Credit Agreement, the proceeds of which will be used for the purposes set forth in Section 4.09;

WHEREAS, the Lenders have agreed to increase such credit facilities and modify and amend such credit facilities, as more specifically described in this Agreement;

WHEREAS, the parties hereto have agreed to sever, amend, restate and increase the Original Note pursuant to the Term Notes (hereinafter defined) and the Revolving Notes (hereinafter defined);

NOW, THEREFORE, in consideration of the foregoing recitals and the provisions contained in this Agreement, (i) the parties hereto do hereby agree that this Agreement shall

amend, restate, replace and supercede in its entirety the Existing Lehman Credit Agreement and (ii) that in accordance with the foregoing, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (unless otherwise indicated, such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Access Laws” shall mean, collectively, the Americans With Disabilities Act of 1990, the Fair Housing Amendments Act of 1988, all state and local laws or ordinances related to handicapped access, or any statute, rule, regulation, ordinance, order of governmental bodies and regulatory agencies, or order or decree of any court adopted or enacted with respect thereto.

“Accounts Receivable” shall have the meaning provided in the Security Instrument.

“Act” shall have the meaning set forth in Section 5.15(cc).

“Additional Borrower” and “Additional Borrowers” shall have the meanings set forth in Section 2.20 hereof.

“Additional Real Property Assets” means the Real Property Assets listed and identified as such on Schedule 4.23 and “Additional Real Property Asset” means each of the Additional Real Property Assets.

“Adjusted Base Rate” shall mean, on any particular date, the greater of (i) a rate per annum established on such date as set forth as the prime lending rate on the British Banking Association Telerate page 5 (or such other comparable page or other source as may, in the determination of the Administrative Agent, replace Telerate page 5 for the purposes of determining such prime lending rate) and (ii) the sum of one-half of one percent (0.5%) plus the Federal Funds Rate on such date. Such index will be rounded to the nearest one-sixteenth of one percent (0.0625%) or, if there is no nearest one-sixteenth of one percent (0.0625%), to the higher one-sixteenth of one percent (0.0625%). The determination of the Base Rate by the Administrative Agent shall be conclusive absent manifest error.

“Adjusted Base Rate Advance” means a Revolving Advance or a Term Advance, as applicable, which bears interest as provided in Section 2.06(a).

“Adjusted EBITDA” means, for any Person or Hotel Property, as applicable, for any period, the EBITDA of such Person or Hotel Property, as applicable, for such period less the aggregate FF&E Reserves for such period in respect of, as applicable, each Hotel Property owned by such Person or its Subsidiaries (whether located on land owned by or land leased to such owner of the Hotel Property) or such Hotel Property.

2

“Adjusted Net Operating Income” shall mean, with respect to any Real Property Asset, the difference of (i) minus (ii) below:

(i) the difference of (a) the Rents and Accounts Receivable actually received, in accordance with GAAP, from the operation of such Real Property Asset during the Base Period for which the Adjusted Net Operating Income is being calculated, minus (b) Operating Expenses actually paid or payable on an accrual basis in accordance with GAAP attributable to such Real Property Asset during such Base Period (provided, however, that any management fee shall be calculated at the greater of three percent (3%) of the Rents and Accounts Receivable generated by such Real Property Asset or the actual amount due, and franchise fees shall be calculated at the greater of four percent (4%) of total room revenues generated by such Property or the actual amount due), all as set forth on operating statements reasonably satisfactory to Administrative Agent; provided, however, that for any Real Property Asset that is operated by an Approved Operator under an Approved Participating Lease, the calculation under this subsection (i) shall not exceed the Rents actually received and earned, in accordance with GAAP, by Borrower under the Approved Participating Lease of such Real Property Asset during the Base Period for which the Adjusted Net Operating Income is being calculated;

minus

(ii) the greater of (x) Minimum Capital Expenditure Reserves and (y) actual capital expenditure reserves for such Real Property Asset during the Base Period for which the Adjusted Net Operating Income is being calculated.

Adjusted Net Operating Income shall be calculated in accordance with GAAP and customary accounting principles applicable to real estate. Notwithstanding the foregoing, Adjusted Net Operating Income shall not include (i) any condemnation or insurance proceeds (excluding rent or business interruption insurance proceeds), (ii) any proceeds resulting from the sale, exchange, transfer, financing or refinancing of all or any portion of the Property for which it is to be determined, (iii) amounts received from tenants as security deposits unless applied towards payments of rent, (iv) amounts received as advance reservation deposits, (iv) interest income and (v) any type of income otherwise included in Adjusted Net Operating Income but paid directly by any tenant to a Person other than Borrower or its agents or representatives.

“Adjusted Total Assets” has the meaning given such term in the Senior Note Indenture - $200,000,000 9 ¹/8% Senior Notes as in effect on the Closing Date.

“Adjustment Event” has the meaning set forth in Section 2.14(b).

“Adjustment Report” means a certificate of the Borrower in substantially the form of the attached Exhibit B.

“Administrative Agent” means Lehman Commercial Paper, Inc. in its capacity as Administrative Agent for the Lenders pursuant to Article IX, and any successor Administrative Agent appointed pursuant to Section 9.06.

“Administrative Fee Letter” means the letter agreement dated as of the date hereof between the Borrower and the Lender, as same may be amended from time to time.

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“Advance” means any Revolving Advance or Term Advance, and refers to an Adjusted Base Rate Advance or a Eurodollar Rate Advance.

“Affected Lender” has the meaning set forth in Section 2.15(a).

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person or any Subsidiary of such Person. The term “control” (including the terms “controlled by” or “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of a Control Percentage, by contract or otherwise.

“Agreement” has the meaning given such term in the initial paragraph of this agreement.

“Albuquerque Property” shall mean the Real Property Asset set forth on Schedule 4.23 located in Albuquerque New Mexico

“Allocated Loan Amount” shall mean the portions of the Facility Amount allocated by Administrative Agent to each Real Property Asset which, as of the Closing Date, are as set forth in Schedule 4.23, as the same may be adjusted by Administrative Agent in accordance with this Agreement.

“Any Other Person” shall have the meaning set forth in Section 5.15.

“Applicable Base Rate” shall mean a rate per annum (computed on the actual number of days elapsed, including the first day and excluding the last, based on a 365 day year) equal to all times to the lesser of (A) the Adjusted Base Rate in effect from time to time plus the Applicable Revolving Margin and (B) the Maximum Rate.

“Applicable Contribution” shall have the meaning set forth in Section 10.23(f).

“Applicable Lending Office” means, with respect to each Lender, (a) in the case of an Adjusted Base Rate Advance, such Lender’s Domestic Lending Office, (b) in the case of all Eurodollar Rate Advances, such Lender’s Eurodollar Lending Office, and (c) in the case of any other notice or request under the Credit Documents, the office of such Lender specified as its “Credit Contact” in the questionnaire such Lender provided to the Administrative Agent, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“Applicable Revolving Margin” means, (a) with respect to any Adjusted Base Rate Advance, 2.50% per annum, and (b) with respect to any Eurodollar Rate Advance, 3.50% per annum.

“Applicable Term Margin” means, (a) with respect to any Adjusted Base Rate Advance, 2.50% per annum, and (b) with respect to any Eurodollar Rate Advance, 3.50% per annum.

“Appraisal” shall mean an appraisal prepared in accordance with the requirements of FIRREA, prepared by an independent third party appraiser holding an MAI designation, who is

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state licensed or state certified if required under the laws of the state where the applicable Real Property Asset is located, who meets the requirements of FIRREA, if any, and who has at least ten (10) years real estate experience appraising properties of a similar nature and type as the applicable Real Property Asset and who is otherwise reasonably satisfactory to the Administrative Agent. Each Appraisal shall be subject to Administrative Agent’s internal review to determine in its reasonable discretion whether it contains errors or omissions.

“Appraised Value” shall mean the fair market value (except as otherwise expressly provided herein) of a Real Property Asset as determined by an Appraisal.

“Approved Annual Budget” shall have the meaning set forth in Section 5.05(c).

“Approved Franchisor” means those certain franchisors listed on Schedule 1.01(c) attached hereto, or any other reputable, nationally known, third party franchisor or licensor of a Hotel Property approved by the Administrative Agent in writing, such approval not to be unreasonably withheld or delayed.

“Approved Fund” means any fund that invests in commercial loans which is advised or managed by an investment advisor which has total assets under management in excess of $250,000,000.

“Approved Management Agreement” means a management agreement (a) in (i) substantially the form of those management agreements existing as of the Original Closing Date (the “Existing Management Agreements”), between a direct or indirect TRS of the Operating Partnership and an Approved Operator, as manager, (ii) a form otherwise customary in the Hospitality/Leisure-Related Business, or (iii) such other form as is approved by the Administrative Agent in writing (which approval shall not be unreasonably withheld), (b) either subject to the terms of the Approved Master Amendment or subject to terms otherwise customary in the Hospitality/Leisure-Related Business and (c) which provides that (i) with respect to the Existing Management Agreements the aggregate annual fee payable to the manager is limited to four percent (4%) of gross revenue per annum and (ii) with respect to any future management agreement or any agreement which shall extend or replace the Existing Management Agreements, the aggregate annual fee payable to the manager under said agreements is limited to the percentage of gross revenue per annum that is then the market rate for an arms-length transaction but in no event greater than three percent (3%).

“Approved Master Amendment” means the Master Fee Agreement dated as of January 1, 2001, by and between the initial direct or indirect TRSs of the Operating Partnership and the initial Approved Operators party to the initial Approved Management Agreements, as amended as permitted in this Agreement, including executing an additional master fee agreement with respect to Hotel Properties which act as security for Secured Non-Recourse Indebtedness or Secured Recourse Indebtedness permitted pursuant to this Agreement.

“Approved Operator” means OPCO, OPCO OP, any Approved Franchisor, any of the foregoing Person’s respective Affiliates and any future manager or operator for a Hotel Property approved by the Administrative Agent in writing.

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“Approved Other Country” means each of the following countries: Canada, Mexico, United Kingdom, France, Germany, Spain, Belgium, The Netherlands, Luxembourg, Italy, Portugal, Austria, Switzerland, Norway, Sweden, Denmark, U. S. Virgin Islands, British Virgin Islands, Bahamas, Puerto Rico, and Japan.

“Approved Participating Lease” means (a) a participating lease with a Participating Lessee, as lessee, in substantially the form of those participating leases existing as of the Original Closing Date, (b) a participating lease with a direct or indirect TRS of the Operating Partnership, as lessee, in substantially the form of the participating leases as of the Original Closing Date, or (c) such other form as is approved by the Administrative Agent in writing (which approval shall not be unreasonably withheld).

“Approved Participating Lease Subordination Agreements” shall mean each of the Approved Participating Lease Subordination Agreements which shall have been executed and delivered to the Administrative Agent by Borrower (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent) and the applicable Participating Lessee, substantially in the form set forth as Exhibit J hereto, for each of the Real Property Assets, as same may be amended, restated, modified or supplemented from time to time.

“Asset Disposition” means (a) any sale or lease (in which the Borrower, the Parent, Operating Partnership or any of their respective Subsidiaries is lessor but exclusive of each Approved Participating Lease) of all or substantially all of a Hotel Property or any interest therein, or conveyance, exchange, transfer, or assignment of any other Investment or Non-Replaced Property by the Borrower, the Parent, Operating Partnership or any of their respective Subsidiaries to a Person other than the Borrower, the Parent, Operating Partnership or any of their respective Subsidiaries; and (b) any loss, casualty or condemnation affecting 25% or more of a Hotel Property owned by the Borrower, the Parent, Operating Partnership or any of their respective Subsidiaries.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of the attached Exhibit C.

“Assignment and Subordination of Management Agreements” shall mean each of the Assignment and Subordination of Management Agreements which shall have been executed and delivered to the Administrative Agent by Borrower (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent) and the applicable Manager, substantially in the form set forth as Exhibit M hereto, for each of the Real Property Assets, as same may be amended, restated, modified or supplemented from time to time.

“Assignments of Contracts (Borrower and Lessee)” shall mean each of the following with respect to each of the Real Property Assets: (i) each Assignment of Agreements, Permits and Contracts which shall have been executed and delivered to the Administrative Agent by Borrower (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent) substantially in the form set forth as Exhibit K hereto, as same may be amended, restated, modified or supplemented from time to time, and (ii) each Assignment of Agreements, Permits and Contracts which shall have been executed and delivered to the Administrative Agent by the

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applicable Participating Lessee (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent) substantially in the form set forth as Exhibit K hereto, as same may be amended, restated, modified or supplemented from time to time.

“Assignments of Leases and Rents” shall mean each of the Assignments of Leases and Rents which shall have been executed and delivered to the Administrative Agent by Borrower (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent), substantially in the form set forth as Exhibit H hereto, for each of the Real Property Assets, as same may be amended, restated, modified or supplemented from time to time.

“Availability Covenant” has the meaning in Section 7.09.

“Bankruptcy Code” shall mean Title 11 U.S.C. § 101 et seq., and the regulations adopted and promulgated pursuant thereto (as the same may be amended from time to time).

“Base Period” shall mean the immediately prior twelve (12) consecutive complete months.

“Benefit Amount” shall have the meaning set forth in Section 10.23(d).

“Borrower” shall have the meaning set forth in the introductory paragraph hereof, together with any Additional Borrowers.

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type made by each Lender pursuant to Section 2.01 or Converted by each Lender to Advances of a different Type pursuant to Section 2.02(b).

“Borrowing Base Value” shall mean, with respect to each Eligible Property, the lesser of (i) fifty-five percent (55%) of the Appraised Value of such Eligible Property or (ii) the Borrowing Capacity Estimate for such Eligible Property, as determined in connection with the calculation of, and subject to the terms and conditions set forth in the definition of, Maximum Availability.

“Borrowing Capacity Estimate” shall be calculated as the following amount for an Eligible Property: the quotient of (i) Adjusted Net Operating Income for such Eligible Property divided by a debt service coverage ratio of 1.65, divided by (ii) a loan constant equal to the greater of (x) (10.484%) and (y) the weighted average interest rate payable on all outstanding Borrowings.

“Business Day” means (a) with respect to Adjusted Base Rate Advances, a day of the year on which banks are not required or authorized to close in New York, New York, and (b) with respect to Eurodollar Rate Advances, a day of the year on which banks are not required or authorized to close in New York, New York or London, England.

“Business Party” shall have the meaning set forth in Section 5.15(aa).

“Capital Expenditure” means for any Person, any payment made directly or indirectly for the purpose of acquiring or constructing fixed assets, Real Property or equipment which in

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accordance with GAAP would be capitalized in the fixed asset accounts of such Person making such expenditure, including, without limitation, amounts paid or payable for such purpose under any conditional sale or other title retention agreement or under any Capitalized Lease, but excluding repairs of Property in the normal and ordinary course of business in keeping with the past practices of such Person.

“Capitalization Event” means any sale or issuance by the Parent or any of its Subsidiaries of equity securities, except for the issuance of the Operating Partnership’s limited partnership interests in accordance with the provisions of Section 6.05.

“Capitalized Lease” means, for any Person, any lease of any Property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capitalized Lease Obligations” means, as to any Person, the capitalized amount of all obligations of such Person or any of its Subsidiaries under Capitalized Leases, as determined on a consolidated basis in conformity with GAAP.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, state and local analogs, and all rules and regulations and requirements thereunder in each case as now or hereafter in effect.

“Change in Control” means for any Person, a change in ownership or control of such Person effected through either of the following transactions:

(a) any Person or related group of Persons who (other than such Person or an Affiliate of such Person) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessing more than thirty-five percent (35%) of the total combined voting power of such Person’s outstanding securities; or

(b) there is a change in the composition of such Person’s Board of Directors over a period of thirty-six (36) consecutive months (or less) such that a majority of Board members (rounded up to the nearest whole number) ceases, by reason of one or more proxy contests for the election of Board members, to be comprised of individuals who either (i) have been Board members continuously since the beginning of such period or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (i) who were still in office at the time such election or nomination was approved by the Board.

“Clean-up Period” means a period of five (5) consecutive Business Days during each of the following periods: July 1, 2005 through and including December 31, 2005; January 1, 2006 through and including June 30, 2006; and July 1, 2006 through and including the Revolving Maturity Date.

“Closing Date” has the meaning set forth in the initial paragraph of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.

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“Collateral” shall mean all property and interests in property now owned or hereafter acquired in or upon which a Lien has been or is purported or intended to have been granted under any of the Security Instruments or any of the other Credit Documents, including, without limitation, all Real Property Assets.

“Commitments” means, for each Lender, such Lender’s Revolving Commitment and Term Commitment, respectively and collectively, as the context may require.

“Compliance Certificate” means a certificate of the Borrower in substantially the form of the attached Exhibit D.

“Consolidated” refers, with respect to any Person, to the consolidation of the accounts of such Person with such Person’s Subsidiaries in accordance with GAAP.

“Contingent Obligation” as to any Person shall mean any obligation of such Person guaranteeing any Indebtedness, leases (including Capitalized Leases) dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth, solvency or other financial condition of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (iv) otherwise to assure or hold harmless the owner of such primary obligation against loss in respect thereof, or (v) for the debts of any partnership in which such Person is a general partner; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business or obligations of such Person which would not be required to be disclosed under GAAP as liabilities or footnoted on such Person’s financial statement. The amount of any disclosed, accrued or accruable Contingent Obligation shall be determined in accordance with GAAP.

“Control Percentage” means, with respect to any Person, the percentage of the outstanding capital stock of such Person having ordinary voting power which gives the direct or indirect holder of such stock the power to elect a majority of the Board of Directors of such Person.

“Controlled Group” means all members of the controlled group of corporations and all trades (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Code.

“Convert”, “Conversion”, and “Converted” each refers to a conversion of Advances of one Type into Advances of another Type pursuant to Section 2.02(b).

“Credit Documents” shall mean this Agreement, the Notes, the Security Instruments, the Assignments of Leases and Rents, the Approved Participating Lease Subordination Agreements, the Assignment and Subordination of Management Agreements, the Assignments of Contracts

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(Borrower and Lessee), Tenant Estoppel Certificates, if any, Financing Statements, the Subordination, Non-Disturbance and Attornment Agreements, if any, the Fee Letter, and Administrative Fee Letter, the Franchisor Estoppel and Recognition Letter, and any other documents or instruments evidencing, securing or guaranteeing the Loan or perfecting Lenders’ Lien in the Collateral, including, without limitation, the modification agreements described in Section 3.02(a)(i) hereof.

“Creditors Rights Laws” shall have the meaning set forth in Section 5.15(cc).

“Default” means (a) an Event of Default or (b) any event or condition which with notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Rate” shall mean the annual rates of interest applicable to the Advances after an Event of Default shall have occurred and be continuing, as set forth in Section 2.06(a) and (b).

“Defaulted Indebtedness” shall have the meaning set forth in Section 4.18.

“Defaulting Lender” means any Lender which has wrongfully refused or failed to make available its portion of any Borrowing or to fund its portion of any unreimbursed payment under Section 9.05, or notified in writing the Borrower or the Administrative Agent that such Lender does not intend to comply with its obligations under this Agreement.

“Deferred Maintenance Account” shall have the meaning set forth in Section 5.14(a).

“Dollar Equivalent” means the equivalent in another currency of an amount in U.S. Dollars to be determined by reference to the rate of exchange quoted by the Administrative Agent, at 10:00 a.m. (New York, New York time) on the date of determination, for the spot purchase in the foreign exchange market of such amount of Dollars with such other currency.

“Dollars” and “$” means lawful money of the United States of America.

“Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Administrative Contact” in the questionnaire such Lender provided to the Administrative Agent, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“EBITDA” means for any Person or Hotel Property, as applicable, for any period for which such amount is being determined, an amount equal to (a) the Net Income for such Person or Hotel Property, as applicable, for such period plus (b) to the extent deducted in determining Net Income, Interest Expense, income taxes, depreciation, amortization, and other non-cash items for such period, as determined on a Consolidated basis in accordance with GAAP plus (c) to the extent deducted in determining Net Income, deductions for minority interest attributable to the ownership interests in the Operating Partnership not owned (directly or indirectly) by the Parent plus (d) with respect to the Parent, non cash employee compensation up to $2,000,000 for each Fiscal Year; provided that with respect to EBITDA attributable to an Unconsolidated Entity, (i) for any such Unconsolidated Entity for which the Unconsolidated Entity Percentage is equal to or greater than 20%, such Person shall only be deemed to have received the Unconsolidated Entity Percentage of such Unconsolidated Entity’s EBITDA to the extent not

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subject to (A) any limitation or restriction (except for the obligation to repay Indebtedness of such Person) on the right to distribute such EBITDA to such Person’s owners or (B) any decision by another Person to not distribute the available cash of such Unconsolidated Entity to the owners of such Unconsolidated Entity, and (ii) for any such Unconsolidated Entity for which the Unconsolidated Entity Percentage is less than 20%, such Person shall only be deemed to have received the actual sums paid by such Unconsolidated Entity to such Person; provided further that if the Parent or any of its Subsidiaries during such Rolling Period or in the period from the end of such Rolling Period to the Status Reset Date which occurs in the Fiscal Quarter following such Rolling Period either sells or disposes of any Investments or Non-Replaced Property, the EBITDA arising from such Investment or Non-Replaced Property, as applicable, for the applicable Rolling Period shall be excluded from the calculation of EBITDA; provided further if the Parent or any of its Subsidiaries during such Rolling Period or in the period from the end of such Rolling Period to the Status Reset Date which occurs in the Fiscal Quarter following such Rolling Period either purchases or acquires any Investments or Non-Replaced Property, the EBITDA arising from such Investment or Non-Replaced Property, as applicable, for the applicable Rolling Period on a pro forma basis shall be included in the calculation of EBITDA and; provided further, notwithstanding the foregoing, in no event shall any gains or losses in connection with the (i) purchase or sale of any Investments, (ii) any impairment with respect thereto, or (iii) early extinguishment of Indebtedness, be included in calculating EBITDA.

“Eligible Assignee” means (a) a commercial bank organized under the laws of the United States, or any State thereof, and having primary capital of not less than $250,000,000 and approved by the Administrative Agent, which approvals will not be unreasonably withheld, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development and having primary capital (or its equivalent) of not less than $250,000,000 (or its Dollar Equivalent) and approved by the Administrative Agent, which approvals will not be unreasonably withheld, (c) an investment bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $5,000,000,000, (d) an insurance company, finance company or financial institution (whether a corporation, partnership, trust or other Person) organized under the laws of the United States, or any state thereof, and having total assets in excess of $5,000,000,000, (e) any Approved Fund, (f) any “accredited investor” (as defined in Regulation D of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder) which has total assets in excess of $100,000,000, (g) a Lender, and (h) an Affiliate of the respective assigning Lender, without approval of any Person but otherwise meeting the eligibility requirements of (a), (b), (c), (d), (e) or (f) above.

“Eligible Properties” shall mean (A) each Initial Real Property Asset and each Additional Real Property Asset, but only for so long as such Initial Real Property Asset and Additional Real Property Asset continues to meet each of the criteria set forth in this definition, and (B) those Real Property Assets that meet (and continue to meet) all of the following criteria:

(a) Such Real Property Asset is wholly-owned in fee simple by Borrower with the exception of the Albuquerque Property, in which Borrower holds a valid ground leasehold estate, and the Mahwah Property in which Borrower, in part, holds a valid leasehold estate;

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(b) Such Real Property Asset is not encumbered by or subject to any mortgage or deed of trust liens, negative pledges or any springing liens of any kind;

(c) Such Real Property Asset is not subject to any material structural or title defects as determined by Administrative Agent in its reasonable discretion after reviewing (a) current Engineering Reports (dated within six (6) months of the date on which Borrower desires that such Real Property Asset first become an Eligible Property) provided by Borrower and reasonably acceptable to the Administrative Agent, (b) title reports (current as of the recording of the documents creating the Lender’s Lien on such Real Property Assets, and (c) such other information as Administrative Agent may reasonably request;

(d) Such Real Property Asset and the related Loan Party shall be in full compliance with all representations and covenants set forth in Article 11 (entitled “Environmental Matters”) of the Security Instrument creating a Lien thereon (as determined by Administrative Agent in its reasonable discretion), each as verified by an Environmental Report (dated within six (6) months of the date on which Borrower desires that such Real Property Asset first become an Eligible Property) reasonably acceptable to Administrative Agent;

(e) Borrower has delivered an Appraisal to Administrative Agent (dated within six (6) months of the date on which Borrower desires that such Real Property Asset become an Eligible Property);

(f) Such Real Property Asset is fully operating (not subject to any material construction that would interfere with the operation of such Real Property Asset or any structural renovation) with not more than fifteen percent (15%) of its keys out of service as of the date on which Borrower desires that such Real Property Asset become an Eligible Property; and

(g) Such Real Property Asset is a full service transient hospitality property (and not a Limited Service Hotel, and none of the rooms thereof shall be subject to a time share program) located in the United States, except as otherwise approved by the Required Lenders in their sole and absolute discretion.

“Engineering Report” means with respect to (i) any Real Property Asset, a property condition assessment which (a) is prepared for the Lenders and the Administrative Agent by a Person reasonably satisfactory to the Administrative Agent, (b) is prepared in accordance with a scope of services reasonably satisfactory to the Administrative Agent, and (c) is prepared within six (6) months of the date such Property, or the date any New Property or Substitute Property shall become a Real Property Asset pursuant to the terms and conditions of this Agreement, as applicable (or, with respect to the Initial Real Property Assets, within six (6) months of the Initial Closing Date), and (ii) any Hotel Property (other than a Real Property Asset), a property condition assessment which (a) is prepared for Parent, Operating Partnership and/or any Subsidiary thereof by a Person and with a scope of services substantially similar to the Person (in terms of experiences and expertise) and scope of services described in clause (i) and (b) is prepared within six (6) months of the acquisition of such Hotel Property.

“Environment” or “Environmental” shall have the meanings set forth in 42 U.S.C. § 9601(8), as amended.

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“Environmental Claim” means any third party (including governmental agencies and employees) action, lawsuit, claim, demand, regulatory action or proceeding, order, decree, consent agreement or notice of potential or actual responsibility or violation (including claims or proceedings under the Occupational Safety and Health Acts or similar laws or requirements relating to health or safety of employees) which seeks to impose liability under any Environmental Law.

“Environmental Law” means all Legal Requirements arising from, relating to, or in connection with the Environment, health, or safety, including without limitation CERCLA, relating to (a) pollution, contamination, injury, destruction, loss, protection, cleanup, reclamation or restoration of the air, surface water, groundwater, land surface or subsurface strata, or other natural resources; (b) solid, gaseous or liquid waste generation, treatment, processing, recycling, reclamation, cleanup, storage, disposal or transportation; (c) exposure to pollutants, contaminants, hazardous, medical, infectious, or toxic substances, materials or wastes; (d) the safety or health of employees; or (e) the manufacture, processing, handling, transportation, distribution in commerce, use, storage or disposal of hazardous, medical, infectious, or toxic substances, materials or wastes.

“Environmental Permit” means any permit, license, order, approval or other authorization under Environmental Law.

“Environmental Report” means with respect to (i) any Real Property Asset, an environmental assessment report which (a) is prepared for the Lenders and the Administrative Agent by a Person reasonably satisfactory to the Administrative Agent, (b) is prepared in accordance with a scope of services reasonably satisfactory to the Administrative Agent, (c) is prepared within six (6) months of the date such Property shall become a Real Property Asset, pursuant to the terms and conditions of the Agreement, as applicable (or with respect to the Initial Real Property Assets, within six (6) months of the Initial Closing Date), and (d) certifies to the Administrative Agent and the Lenders as to whether or not the soil and the groundwater for such Hotel Property contain Hazardous Substances except for Permitted Hazardous Substances and (ii) any Hotel Property (other than a Real Property Asset), an environmental assessment report which (a) is prepared for Parent, Operating Partnership and/or any Subsidiary thereof by a Person and with a scope of services substantially similar to the Person (in terms of experience and expertise) and scope of services described in clause (i), (b) is prepared within six (6) months of the acquisition of such Hotel Property and (c) certifies to Parent, Operating Partnership and/or Subsidiary thereof, as applicable, as to the matters described in clause (i).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Federal Reserve Board (or any successor), as in effect from time to time.

“Eurocurrency Reserve Requirements” shall mean, with respect to each day during an Interest Period for a Eurodollar Rate Advance, that percentage (expressed as a decimal) which is in effect on such day, if any, as prescribed by the Federal Reserve Board or other governmental authority or agency having jurisdiction with respect thereto for determining the maximum

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reserves (including, without limitation, basic, supplemental, marginal and emergency reserves) for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate” shall mean, relative to any Interest Period for any Eurodollar Rate Advance included in any Borrowing, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the “Eurodollar Base Rate” for purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent.

“Eurodollar Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Administrative Contact” in the questionnaire such Lender provided to the Administrative Agent, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“Eurodollar Rate” means, for the Interest Period for each Eurodollar Rate Advance comprising part of the same Borrowing, an interest rate per annum equal to the greater of (i) 1.25% and (ii) (a) the Eurodollar Base Rate, or, (b) if any Lender is subject to Eurocurrency Reserve Requirements, whether or not such reserves are actually incurred or maintained, the average of the Eurodollar Base Rate and the Adjusted Eurodollar Base Rate (as defined below), with such average to be weighted according to the percentage of the Eurodollar Rate Advance subject to such Lender’s interest in the Loan and the balance of such Eurodollar Rate Advance. The “Adjusted Eurodollar Base Rate” shall mean a rate per annum, determined for each day during an Interest Period in accordance with the following formula (rounded upwards to the nearest whole multiple of 0.0625%):

Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

“Eurodollar Rate Advance” means a Revolving Advance or a Term Advance, as applicable, which bears interest as provided in Section 2.06(b).

“Event of Default” has the meaning set forth in Section 8.01.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as same shall be amended from time to time, and all rules and regulations promulgated pursuant thereto.

“Excluded Net Cash Proceeds” shall mean with respect to each Asset Disposition first occurring after the Closing Date, one hundred percent (100%) of Net Cash Proceeds of each such Asset Disposition (the “Borrower’s Asset Disposition Portion”) until such time as the aggregate amount of the Borrower’s Asset Disposition Portion (or any portion thereof) shall equal $30,000,000, and thereafter, no portion of Net Cash Proceeds of Asset Dispositions shall be Excluded Net Cash Proceeds.

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“Existing Credit Agreement” shall mean, collectively, that certain $100,000,000 Senior Secured Credit Agreement dated as of October 28, 2002 among Operating Partnership, Societe Generale, SG Cowen Securities Corporation, Solomon Smith Barney Inc. and the lenders named therein, and any amendments, supplements, replacements and restatements thereof.

“Existing Lehman Credit Agreement” shall have the meaning set forth in the Preliminary Statements immediately preceeding Article I of this Agreement.

“Existing Management Agreements” shall have the meaning set forth in the definition of Approved Management Agreement.

“Facility Amount” shall mean, collectively, the Revolving Facility Amount and the Term Facility Amount, as such amount shall be reduced pursuant to Section 2.04, Section 2.07 or otherwise pursuant to the terms and conditions of this Agreement.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published, for any day which is a Business Day, the average of the quotations for any such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any of its successors.

“Fee Letter” shall have the meaning set forth in Section 2.03.

“Fees” means all amounts payable pursuant to Section 2.03.

“FF&E” means furniture, fixtures and equipment.

“FF&E Reserve” means, for any Person or any Hotel Property for any period, a reserve equal to four percent (4%) of gross revenues from any Hotel Property owned by such Person and its Subsidiaries on a Consolidated basis or from such Hotel Property, as applicable, for such period, excluding, however, from such calculation for the applicable Person and Hotel Property the gross revenues generated by the office, retail and garage portions of such Hotel Property or the Hotel Properties owned or leased by such Person and its Subsidiaries on a Consolidated basis.

“Financial Statements” means the financial statements of the Parent, the Borrower and their respective Subsidiaries dated as of March 31, 2005.

“Financing Statements” shall mean each UCC-1 financing statement naming Borrower, (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent), as debtor, and Administrative Agent, as secured party, and filed in the appropriate offices of each

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jurisdiction where each Real Property Asset and Borrower (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent) is located .

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time.

“Fiscal Quarter” means each of the three-month periods ending on March 31, June 30, September 30 and December 31.

“Fiscal Year” means the twelve-month period ending on December 31.

“Fixed Charge Coverage Ratio” means, as of the end of any Rolling Period, a ratio of (a) the Parent’s Adjusted EBITDA for such Rolling Period to (b) the Parent’s Fixed Charges for such Rolling Period.

“Fixed Charges” means, for any Person for the period for which such amount is being determined, the amount (without duplication) of (a) all scheduled principal payments and mandatory prepayments (excluding optional prepayments and scheduled principal payments in respect of any such Indebtedness which is payable in a single installment at final maturity), (b) Interest Expense during such period, (c) all payments scheduled to be made in respect of Capitalized Leases of such Person and such Person’s Subsidiaries on a Consolidated basis during such period, (d) all preferred stock dividends and preferred partnership or membership distributions paid during such period by such Person and such Person’s Subsidiaries on a Consolidated basis and (e) minority interest payments made to the holders of preferred stock, preferred partnership or preferred membership interests of such Person and such Person’s Subsidiaries on a Consolidated basis.

“Florida Liens” means the Liens securing the Obligations evidenced by the Security Instruments encumbering the Real Property Assets located in the State of Florida.

“Franchise Affiliation” shall mean the same franchise or brand of hotel (i.e.: Westin, Sheraton, Embassy Suite, Doubletree) or franchises or brands of hotels owned or controlled by the same Person or Affiliate of such Person.

“Franchise Agreement” means each Franchise Agreement or License Agreement (including those in effect on the Closing Date described in Schedule 4.21 with respect to the Initial Real Property Assets and Additional Real Property Assets) and any other franchise or license agreements relating to Real Property Assets pursuant to which Borrower or the Participating Lessee has the right to operate the hotel located on the related Real Property Asset under a name and/or hotel system controlled by such franchisor or licensor.

“Franchise Concentration” shall mean, with respect to the aggregate of the Appraised Values of the Eligible Properties which are operated under the same Franchise Affiliation, the result, expressed as a percentage, of dividing the aggregate of the Appraised Values of such Eligible Properties, by the aggregate of the Appraised Values of all Eligible Properties.

“Franchise Concentration Event” shall mean any of the following events: (i) any release or substitution of any Real Property Asset pursuant to Section 2.13 hereof, (ii) any addition of a

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New Property pursuant to Section 2.17 hereof, (iii) any termination of any Franchise Agreement which governs any Eligible Property, (iv) entering into any new Franchise Agreement governing any Eligible Property to the extent that the Franchisor under such new Franchise Agreement is not part of the same Franchise Affiliation as the Franchisor under the existing Franchise Agreement governing such Eligible Property or (v) the change of any Real Property Asset from being a Real Property Asset which does not meet the criteria of an Eligible Property to a Real Property Asset which meets the criteria of an Eligible Property.

“Franchisor” means a franchisor or licensor under any of the Franchise Agreements.

“Franchisor Estoppel and Recognition Letters” shall mean each of the Franchisor Estoppel and Recognition Letters (or updates thereof with respect to the Initial Real Property Assets) which shall be executed and delivered to Administrative Agent by the appropriate Franchisor, substantially in the form set forth as Exhibit L hereto, for each of the Real Property Assets, as same may be amended, restated, modified or supplemented from time to time.

“Free Cash Flow” means, for any Person for any period, (a) the Funds From Operations for such period less (b) the sum of (i) the aggregate FF&E Reserves for such Person and its Subsidiaries for such period, and (ii) the aggregate amount of scheduled principal payments and mandatory prepayments on the Total Indebtedness of such Person (excluding optional prepayments, scheduled principal payments in respect of any such Indebtedness which is payable in a single installment at final maturity and mandatory prepayments in connection with Asset Dispositions) required to be made during such period.

“Fund,” “Trust Fund,” or “Superfund” means the Hazardous Substance Response Trust Fund, established pursuant to 42 U.S.C. § 9631 (1988) and the Post-closure Liability Trust Fund, established pursuant to 42 U.S.C. § 9641 (1988), which statutory provisions have been amended or repealed by the Superfund Amendments and Reauthorization Act of 1986, and the “Fund,” “Trust Fund,” or “Superfund” that are now maintained pursuant to 42 U.S.C. § 9507.

“Funding Borrower” shall have the meaning set forth in Section 10.23(c).

“Funding Costs” means all amounts payable pursuant to Sections 2.08 and 2.09.

“Funds From Operations” means, for any Person for any period for which such amount is being determined, an amount equal to such Person’s (a) Net Income for such period excluding gains (losses) from debt restructuring and sales of property (including furniture and equipment) plus (b) depreciation and amortization (including amortization of deferred financing costs) plus (or minus) (c) adjustments for Unconsolidated Entities owned by such Person to reflect the actual cash received by such Person from such Unconsolidated Entities in lieu of those amounts included in the preceding clauses (a) and (b) for such Unconsolidated Entities.

“Future Property” means any Hotel Property which the Parent, Operating Partnership or any Subsidiary of the Parent acquires, including, without limitation, any Substitute Property or New Properties but excluding the Initial Properties.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent with the requirements of Section 1.03.

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“Governmental Authority” means any foreign governmental authority, the United States of America, any state of the United States of America and any subdivision of any of the foregoing, and any agency, department, commission, board, securities exchange, self-regulatory organization, authority or instrumentality, bureau or court having jurisdiction over any Lender, the Borrower, the Parent, the Operating Partnership, any Subsidiaries of the Operating Partnership or the Parent, any Approved Operator, a property manager or any of their respective Properties.

“Governmental Proceedings” means any action or proceedings by or before any Governmental Authority, including, without limitation, the promulgation, enactment or entry of any Legal Requirement.

“Hazardous Substance” means the substances identified as such pursuant to CERCLA and those regulated under any other Environmental Law, including without limitation pollutants, contaminants, petroleum, petroleum products, radio nuclides, radioactive materials, and medical and infectious waste.

“Hazardous Waste” means the substances regulated as such pursuant to any Environmental Law.

“Hospitality/Leisure-Related Business” shall mean a full service and limited service hotel or resort, executive conference center, an extended stay lodging, or a convention center, and other businesses incidental to, or in support of such business, including without limitation, (a) developing, improving or acquiring lodging facilities, restaurants and other food-service facilities, golf facilities or other entertainment facilities or club, convention or meeting facilities and marketing services or reservation systems related thereto, and (b) acquiring, developing, or improving any real estate (including retail, office or garage use) ancillary or connected to any hotel, resort, executive conference center, extended stay lodging, convention center or reservation system constructed, leased, owned, managed or operated (or proposed to be constructed, leased, or owned) by the Parent, Operating Partnership, Borrowers or any of their Subsidiaries at any time; provided that such business shall not include any casino or other gaming (even if only a part of a Hotel Property) or senior living.

“Hotel Property” for any hotel means the Real Property and the Personal Property for such hotel, and shall include, without limitation, all Real Property Assets.

“IDOT Guarantor” shall mean MeriStar Annapolis Owner SPE, LLC, a Delaware limited liability company, owner of the fee title interest in the Maryland Property.

“Improvements” for any hotel means all buildings, structures, fixtures, tenant improvements and other improvements of every kind and description now or hereafter located in or on or attached to the Land for such hotel; and all additions and betterments thereto and all renewals, substitutions and replacements thereof.

“Indebtedness” means (without duplication), at any time and with respect to any Person, the following indebtedness and other obligations and items of such Person and its Subsidiaries on a Consolidated basis at such time: (a) indebtedness for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of property or services

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purchased (other than amounts constituting trade payables or bank drafts arising in the ordinary course of business); (b) indebtedness of others in the amount which such Person or its Subsidiaries has directly or indirectly assumed or guaranteed or otherwise provided credit support therefor or for which such Person or its Subsidiaries is liable as a partner of such Person; (c) indebtedness of others in the amount secured by a Lien on assets of such Person or its Subsidiaries, whether or not such Person shall have assumed such indebtedness unless the validity of such Lien is being contested in good faith and with due diligence by appropriate proceedings, provided that such contested Lien is subordinate to the Liens created by the Security Instruments and the other Credit Documents and such Person or its Subsidiaries, as applicable, shall have delivered a bond or other security reasonably acceptable to the Administrative Agent equal to 125% of the contested amount; (d) obligations in respect of letters of credit, acceptance facilities, or drafts or similar instruments issued or accepted by banks and other financial institutions for the account of such Person or its Subsidiaries (other than trade payables or bank drafts arising in the ordinary course); (e) obligations under Capitalized Leases; (f) all obligations, contingent or otherwise, under any synthetic lease, tax retention operating lease, off balance sheet loan or similar off balance sheet financing arrangement if the transaction giving rise to such obligation (1) is considered indebtedness for borrowed money for U.S. federal income tax purposes but is classified as an operating lease under GAAP and (2) does not (and is not required pursuant to GAAP to) appear as a liability on the balance sheet of such Person and its Subsidiaries on a Consolidated basis; (g) all obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (h) all obligations in respect of any take-out commitment or forward equity commitment (excluding, in the case of the Borrower and its Subsidiaries, any such obligation that can be satisfied solely by the issuance of Ownership Interests (other than Mandatorily Redeemable Stock)); (i) to the extent treated as a liability under GAAP, obligations under interest rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements designed to protect against fluctuations in interest rates; and (j) to the extent treated as a liability under GAAP, unfunded liability under a Plan; provided that “Indebtedness” shall not include any Designated Redemption Indebtedness.

“Indenture Guaranties” shall mean those certain guaranties of payment given by Borrower to the trustees for the benefit of the lenders under the Indentures.

“Indentures” shall mean collectively, the Senior Note Indentures and the Subordinate Indenture.

“Independent Director” shall have the meaning set forth in Section 5.15(aa).

“Independent Director/Springing Member Covenants” shall have the meaning set forth in Section 5.15(cc).

“Information” shall have the meaning set forth in Section 10.06(g)(ii).

“Initial Advance” shall have the meaning set forth in Section 3.01.

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“Initial Availability” means U.S. $150,000,000; a schedule setting forth the computation of Initial Availability is set forth on Exhibit I.

“Initial Borrower” shall mean, individually and collectively as the context may require, 2780 ATLANTA LIMITED PARTNERSHIP, L.P., a Delaware limited partnership, Meristar SUB 4J, LLC, a Delaware limited liability company (f/k/a Capstar Oklahoma City Company, L.L.C.), Meristar SUB 3C, LLC, a Delaware limited liability company, (f/k/a Capstar Tucson Company, L.L.C.), Meristar SUB 8E, LLC, a Delaware limited liability company, (f/k/a Capstar Windsor Locks Company, L.L.C.), Meristar Key Largo SPE, LLC, a Delaware limited liability company, and Meristar Annapolis SPE, LLC, a Delaware limited liability company.

“Initial Closing Date” shall mean December 19, 2003.

“Initial Properties” means collectively the Hotel Properties listed on Schedule 1.01(b) (including, without limitation, the Initial Real Property Assets and Additional Real Property Assets), and “Initial Property” means any of such Hotel Properties.

“Initial Real Property Assets” means the Real Property Assets and identified as such listed on Schedule 4.23 and “Initial Real Property Asset” means each of the Initial Real Property Assets.

“Interest Coverage Ratio” means, as of the end of any Rolling Period, a ratio of (a) the Parent’s EBITDA to (b) Parent’s Interest Expense, for such Rolling Period.

“Interest Expense” means, for any Person for any period for which such amount is being determined, the total interest expense (including that properly attributable to Capitalized Leases in accordance with GAAP) and all charges incurred with respect to letters of credit of such Person and its Subsidiaries determined on a Consolidated basis in conformity with GAAP, plus capitalized interest of such Person and its Subsidiaries on a Consolidated basis; provided however that if the Parent or any of its Subsidiaries during any Rolling Period or in the period from the end of such Rolling Period to the Status Reset Date which occurs in the Fiscal Quarter following such Rolling Period repays any Indebtedness, the Interest Expense arising from such Indebtedness, for the applicable Rolling Period shall be excluded from the calculation of Interest Expense; and provided further if the Parent or any of its Subsidiaries during such Rolling Period or in the period from the end of such Rolling Period to the Status Reset Date which occurs in the Fiscal Quarter following such Rolling Period incurs any Indebtedness, the Interest Expense arising from such Indebtedness, as applicable, for the applicable Rolling Period on a pro forma basis shall be included in the calculation of Interest Expense.

“Interest Period” means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Advance or the date of the Conversion of any Adjusted Base Rate Advance into such an Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and Section 2.02 and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below and Section 2.02. The duration of each such Interest Period shall be one, two, three or six months, in each case as the Borrower may select, upon notice received by the Administrative

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Agent not later than 12:00 noon (New York, New York time) on the third Business Day prior to the first day of such Interest Period, provided, however, that:

(a) Interest Periods for Advances of the same Borrowing shall be of the same duration;

(b) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the immediately preceding Business Day;

(c) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month in which it would have ended if there were a numerically corresponding day in such calendar month; and

(d) each successive Interest Period shall commence on the day on which the next preceding Interest Period expires;

(e) no Interest Period with respect to a Revolving Advance or a Term Advance shall extend beyond the Revolving Maturity Date or the Term Maturity Date, respectively;

(f) the Interest Periods of the outstanding Eurodollar Rate Advances as of the Closing Date shall initially be as set forth on Schedule 1.01(d) attached hereto and each subsequent Interest Period shall be determined as set forth in this Agreement.

“Interest Rate Agreements” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement pertaining to the fluctuations in interest rates.

“Investment” means, with respect to any Person, (a) any loan or advance to any other Person, (b) the ownership, purchase or other acquisition of (i) any Ownership Interests or Ownership Interests Equivalent of any other Person, (ii) all or substantially all of the assets of any other Person, or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any other Person, (c) any joint venture or partnership with, or any capital contribution to, or other investment in, any other Person or any real property, or (d) any Capital Expenditure.

“Investment Amount” means (a) for any Hotel Property the sum of (i) for any Initial Property, the amount set forth for such Initial Property on Schedule 1.01(b) attached hereto, and for any other Hotel Property, the aggregate purchase price paid by the Parent, the Borrower, the Operating Partnership or any Subsidiary thereof for such other Hotel Property, and (ii) the actual cost of any Capital Expenditures for such Hotel Property made by the Parent, the Borrower, the Operating Partnership or any Subsidiary thereof; provided that with respect to the Investment Amount for a Hotel Property owned or leased by an Unconsolidated Entity, the Investment Amount for such Hotel Property shall be deemed to be the Unconsolidated Entity Percentage of the Investment Amount for such Hotel, and (b) for any other Investment or Property the

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aggregate purchase price paid by the Parent, the Borrower, the Operating Partnership or any Subsidiary thereof for such other Investment or Property. The Investment Amount shall include any Ownership Interests or Ownership Interest Equivalents used to purchase such Investment at their fair market value at the time of purchase; provided that any such Ownership Interests or Ownership Interest Equivalents which are convertible into the Parent’s common stock shall be valued at the price at which they could be exchanged into the Parent’s common stock assuming such exchange occurred on the date of acquiring such Investment.

“January 2001 Indenture” shall have the meaning set forth in paragraph (c) of the definition of “Senior Note Indenture”.

“Land” for any hotel means the real property upon which the hotel is located, together with all rights, title and interests appurtenant to such real property now or hereafter belonging, including without limitation all rights, title and interests, if any, in and to (a) all strips and gores within or adjoining such property, (b) the streets, roads, sidewalks, alleys, and ways adjacent thereto, (c) all of the tenements, hereditaments, easements, reciprocal easement agreements, rights-of-way and other rights, privileges and appurtenances thereunto belonging or in any way pertaining thereto, (d) all reversions and remainders, (e) all air space rights, and all water, sewer and wastewater rights, and (f) all mineral, oil, gas, hydrocarbon substances and other rights to produce or share in the production of anything related to such property.

“Leases” shall have the meaning ascribed to it in the Security Instruments.

“Legal Requirement” means any law, statute, ordinance, decree, requirement, order, judgment, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority, including, without limitation, all zoning, fire safety and building codes, Access Laws, all Environmental Laws and The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001.

“Lehman” shall mean Lehman Brothers Bank, FSB.

“Lenders” means Lehman and the lenders listed on the signature pages of this Agreement and each Eligible Assignee that shall become a party to this Agreement pursuant to Section 10.06.

“Leverage Ratio” means the ratio on any date of (a) the Parent’s Total Indebtedness on such date, to (b) the Parent’s EBITDA for the Rolling Period immediately preceding such date.

“Lien” means any mortgage, lien, pledge, charge, deed of trust, security interest, encumbrance or other type of preferential arrangement to secure or provide for the payment of any obligation of any Person, whether arising by contract, operation of law or otherwise (including, without limitation, the interest of a vendor or lessor under any conditional sale agreement, Capitalized Lease or other title retention agreement).

“Limited Service Hotel” shall mean shall mean a Hotel Property which, in the reasonable determination of Administrative Agent, does not provide a reasonable mix of the following types of guest amenities: meeting facilities, on-site restaurants and full food and beverage services,

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room service, uniformed guest services and banquet rooms, or is otherwise deemed to be a limited service hotel in the reasonable judgment of Administrative Agent.

“Liquid Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States;

(b) (i) negotiable or nonnegotiable certificates of deposit, time deposits, or other similar banking arrangements maturing within 180 days from the date of acquisition thereof (“bank debt securities”), issued by (A) any Lender or (B) any other bank or trust company which has a combined capital surplus and undivided profit of not less than $250,000,000 or the Dollar Equivalent thereof, if at the time of deposit or purchase, such bank debt securities are rated not less than “A” (or the then equivalent) by the rating service of S&P or of Moody’s, and (ii) commercial paper issued by (A) any Lender or (B) any other Person if at the time of purchase such commercial paper is rated not less than “A-2” (or the then equivalent) by the rating service of S&P or not less than “P-2” (or the then equivalent) by the rating service of Moody’s, or upon the discontinuance of both of such services, such other nationally recognized rating service or services, as the case may be, as shall be selected by the Borrower with the consent of the Administrative Agent;

(c) repurchase agreements relating to investments described in clauses (a) and (b) above with a market value at least equal to the consideration paid in connection therewith, with any Person who regularly engages in the business of entering into repurchase agreements and has a combined capital surplus and undivided profit of not less than $250,000,000 or the Dollar Equivalent thereof, if at the time of entering into such agreement the debt securities of such Person are rated not less than “A” (or the then equivalent) by the rating service of S&P or of Moody’s; and

(d) such other instruments (within the meaning of New York’s Uniform Commercial Code) as the Borrower may request and the Required Lenders may approve in writing, which approval will not be unreasonably withheld.

“LLC Agreement” shall have the meaning set forth in Section 5.15(cc).

“Loan” shall mean, in the aggregate, the Term Advances and the Revolving Advances, the aggregate principal amount of which shall not exceed the lesser of the Facility Amount or the Maximum Availability.

“Loan Party” shall mean individually and collectively, as the context requires, Borrower, IDOT Guarantor or any other Person existing now or hereafter that has or shall have mortgaged, assigned, pledged or is required to mortgage, assign or pledge any of its assets as Collateral to secure the Obligations hereunder, other than OPCO and OPCO OP.

“Mahwah Property” shall mean the Real Property Asset set forth on Schedule 4.23 located in Mahwah, New Jersey.

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“Mandatorily Redeemable Stock” means, with respect to any Person, any Ownership Interests of such Person which by the terms of such Ownership Interests (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than Ownership Interests which are redeemable solely in exchange for common stock or Ownership Interests Equivalent thereof), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than Ownership Interests which are redeemable solely in exchange for common stock or Ownership Interests Equivalent thereof), in each case on or prior to the Revolving Maturity Date.

“Margin Stock” shall have the meaning provided in Regulation U.

“Market Value” means for any Hotel Property, at any date, the value thereof to be calculated as follows:

(a) for a Hotel Property that has been owned for four (4) or more Fiscal Quarters, by the Parent or by a Person that has been a Subsidiary of the Parent during such entire period, the product of (i) the Adjusted EBITDA for such Hotel Property for the preceding Rolling Period times (b) ten (10); and

(b) for any other Hotel Property, the Investment Amount in such Hotel Property.

“Maryland Property” shall mean the Real Property Asset set forth on Schedule 4.23 located in Annapolis, Maryland.

“Material Adverse Effect” shall mean any condition which causes or continues the occurrence of an Event of Default or has a material adverse effect upon (i) the business, operations, properties, assets, prospects, corporate structure or condition (financial or otherwise) of Borrower, the Parent, the Operating Partnership and their Subsidiaries, taken as a whole, (ii) the ability of Borrower or any of the other applicable Loan Parties to perform, or of Administrative Agent, or any Lender to enforce, any of the Obligations or any other obligations under the Credit Documents, (iii) the validity or enforceability of any of the Credit Documents or (iv) the value of each Real Property Asset (and related other Property), taken as a whole.

“Material Agreement” shall mean each of the following documents: (i) the Indentures, (ii) the Master Amendment as further amended July 1, 2004 and (iv) the following documents which govern each of the Initial Real Property Assets: the Franchise Agreements, the Approved Management Agreements, the Approved Participating Leases, and “Material Agreements” means all of such agreements.

“Material Subsidiary” means any direct or indirect Subsidiary of the Parent or the Operating Partnership (except for Borrower and a Permitted Other Subsidiary) having assets or annual revenues in excess of $5,000,000, and “Material Subsidiaries” means all such Subsidiaries collectively.

“Maturity Date” means, individually and collectively, as the context may require, the Revolving Maturity Date and the Term Maturity Date.

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“Maximum Rate” means the maximum nonusurious interest rate under applicable law.

“Maximum Availability” shall mean, subject to the further qualifications in this definition and the other terms of this Agreement, the sum of the Borrowing Base Values of each Eligible Property. The Borrowing Base Value for each Eligible Property is subject to the following limitations and adjustments to be taken into account in calculating Maximum Availability:

(a) In the event that any Eligible Property is subject to any Lien other than a Permitted Lien, the Borrowing Base Value of the affected Eligible Property shall not be included in the calculation of the Maximum Availability until such time as such Lien has been satisfied and released from such Eligible Property;

(b) In the event the Franchise Agreement with respect to any Eligible Property has been terminated, has expired, or the Franchisor thereunder has notified Borrower or the applicable Loan Party that a default has occurred thereunder, only seventy-five percent (75%) of the Borrowing Base Value of the affected Eligible Property shall be included in the calculation of the Maximum Availability until such time as said default has been cured or a replacement Franchise Agreement has been entered into in accordance with the terms and conditions of the Credit Documents; provided however, in the event the Franchise Agreement has been terminated, or has expired, and said Franchise Agreement has not been extended or renewed or replaced with a new Franchise Agreement within ninety (90) days of such expiration or termination, then from and after such ninety (90) day period the Borrowing Base Value of the affected Eligible Property shall not be included in the calculation of the Maximum Availability until such time as a new Appraisal of the affected Eligible Property as an independent hotel without a Franchise Agreement shall be performed and accepted by the Administrative Agent, and such new Appraisal shall be used in connection with the calculation of Maximum Availability as provided in this Agreement.

(c) Unless the Required Lenders consent (which in this case must include the Administrative Agent), which consent may be granted or withheld in their sole and absolute discretion, the Borrowing Base Value for any single Eligible Property shall be limited to (and so shall not exceed) thirty percent (30%) of the Maximum Availability;

(d) [Intentionally Omitted];

(e) [Intentionally Omitted];

(f) No more than one (1) Eligible Property can be located in any one metropolitan area, and no more than two (2) Eligible Properties can be located in any one State of the United States; and

(g) In the event that Borrower or other Loan Party, as applicable, shall be in Default under the terms of any PIP Covenant, the Borrowing Base Values of the Real Property Asset relating to such Default, shall not be included in the calculation of Maximum Availability until such time as such Default has been cured in the reasonable determination of Administrative Agent.

“Member” shall have the meaning set forth in Section 5.15(cc).

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“Minimum Capital Expenditure Reserves” shall mean with respect to a Property, for each fiscal year, the greater of (i) four percent (4%) of the Rents and Accounts Receivable generated by such a Real Property Asset for the prior fiscal year and (ii) such higher percentage as may be required under the Franchise Agreement, Approved Participating Lease or other agreement applicable to such Real Property Asset.

“Minimum Capital Expenditure Reserves Account” shall mean, for all Real Property Assets, a segregated account (which shall be a non-access federally insured account at a bank satisfactory to Administrative Agent in its sole and absolute discretion) to which Borrower or the applicable Loan Party shall deposit not less frequently than annually an amount not less than the aggregate Minimum Capital Expenditure Reserves for all Real Property Assets and any property improvement or other construction plans for the related Real Property Asset, from which Administrative Agent shall, upon the request of Borrower or the applicable Loan Party and approval thereof by Administrative Agent, which approval shall not be unreasonably withheld or delayed (provided no Event of Default shall then be continuing), withdraw amounts from time to time for Capital Expenditures and the repair, replacement and refurbishment of furniture, fixtures and equipment as required pursuant to the Approved Participating Leases.

“Minimum Real Property Asset Covenant” shall have the meaning provided in Section 5.12.

“Moody’s” means Moody’s Investor Service Inc.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Parent, the Borrower or any member of the Controlled Group is making or accruing an obligation to make contributions.

“Net Cash Proceeds” means, other than the Excluded Net Cash Proceeds, (a) the aggregate cash proceeds (including, without limitation, insurance proceeds) received by the Borrower, the Parent, the Operating Partnership, or any of their respective Subsidiaries (as applicable) in connection with any Indebtedness incurrence or Asset Disposition on or after the Closing Date (excluding the Obligations), minus (b) the reasonable expenses of such Person in connection with such Indebtedness incurrence or Asset Disposition, minus (c) to the extent that assets disposed of in connection with an Asset Disposition secure Indebtedness permitted pursuant to the provisions of Section 6.02(b), the amount of such Indebtedness which is required to be repaid pursuant to the terms of such Indebtedness in connection with such Asset Disposition, as reasonably evidenced by the Borrower to the Administrative Agent.

“Net Income” means, for any Person or Hotel Property for any period for which such amount is being determined, the net income or net loss of such Person and its Hotel Property, as applicable, after taxes, as determined on a Consolidated basis in accordance with GAAP, excluding, however, (a) non-recurring expenses and (b) extraordinary items, including but not limited to (i) any net gain or loss during such period arising from the sale, exchange, or other disposition of capital assets (such term to include all fixed assets and all securities) other than in the ordinary course of business, and (ii) any write-up or write-down of assets.

“New Property” shall have the meaning provided in Section 2.17.

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“Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender.

“Non-Replaced Property” means any Property owned by Parent, Operating Partnership, Borrower, or any Subsidiary thereof which (a) was used in the ownership, operation or management of any Hotel Property, (b) has been conveyed, exchanged, transferred, or assigned by Parent, Operating Partnership, Borrower or any Subsidiary thereof to a Person other than Borrower, Operating Partnership, Parent or any Subsidiary thereof, (c) has not been replaced in the ordinary course of business by Property of equal or better quality, and (d) was not included within the definition of “Investments”.

“Note” means any Term Note and/or Revolving Note, as applicable, and “Notes” means all of such promissory notes.

“Notice of Borrowing” means a notice of borrowing in the form of the attached Exhibit E signed by a Responsible Officer of the Borrower.

“Notice of Conversion or Continuation” means a notice of conversion or continuation in the form of the attached Exhibit F signed by a Responsible Officer of the Borrower.

“Obligations” means all Advances and other amounts payable by the Borrower to the Administrative Agent or the Lenders under the Credit Documents.

“OPCO” means Interstate Management Company, L.L.C., a Delaware limited liability company (f/k/a MeriStar Management Company, L.L.C.).

“OPCO OP” means MeriStar H & R Operating Company, L.P., a Delaware limited partnership.

“Operating Expenses” shall mean, with respect to any Real Property Asset, for any given period (and shall include the pro-rata portion for such period of all such expenses attributable to, but not paid during, such period), all expenses to be paid or payable, as determined in accordance with GAAP (and in a manner consistent with the Uniform System of Accounts), during that period in connection with the operation of such Real Property Asset for which it is to be determined, including without limitation:

(a) expenses for cleaning, repair, maintenance, decoration and painting of such Real Property Asset (including, without limitation, parking lots and roadways), net of any insurance proceeds in respect of any of the foregoing;

(b) wages (including overtime payments), benefits, payroll taxes and all other related expenses for the Participating Lessee’s, Borrower’s or any applicable Subsidiary’s on-site personnel, up to and including (but not above) the level of the on-site manager, engaged in the repair, operation and maintenance of such Real Property Asset and service to tenants and on-site personnel engaged in audit and accounting functions performed by the Participating Lessee, Borrower or any applicable Subsidiary;

(c) management fees paid under the Approved Management Agreements;

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(d) franchise fees, reservation fees and other royalties or similar payments due and payable under the applicable Franchise Agreement;

(e) the cost of all electricity, oil, gas, water, steam, heat, ventilation, air conditioning and any other energy, utility or similar item and the cost of building and cleaning supplies;

(f) the cost of any leasing commissions and tenant concessions or improvements payable by Borrower, the Parent, the Operating Partnership, any Subsidiary, the Participating Lessee or other appropriate Person (as such appropriateness may be determined by Administrative Agent in its reasonable discretion) pursuant to any leases which are in effect for such Property at the commencement of that period as such costs are recognized in accordance with GAAP, but on no less than a straight line basis over the remaining term of the respective Approved Participating Lease, exclusive of any renewal or extension or similar options; provided, however, the cost of tenant concessions or improvements shall exclude any expenditure which is properly treatable as a capital item under GAAP if the related assets acquired must be used at a Property or the ownership of which reverts to the Borrower if tenant ceases operation at such Real Property Asset;

(g) rent (other than rent payable to Borrower or any applicable Subsidiary under the applicable Approved Participating Leases);

(h) liability, casualty and fidelity, dram shop, liability, worker’s compensation and other insurance premiums;

(i) legal, accounting and other professional fees and expenses incurred or attributable to the Real Property Assets;

(j) the cost of all equipment to be used in the ordinary course of business, which is not capitalized in accordance with GAAP;

(k) real estate, personal property and other taxes;

(l) advertising and other marketing costs and expenses;

(m) casualty losses to the extent not reimbursed by an independent third party; and

(n) all amounts that should be reserved, as reasonably determined by Borrower or any Participating Lessee, for repair or maintenance of the Real Property Asset and to maintain the value of the Real Property Asset including replacement reserves equal to the reserves provided for in the Borrower’s or the applicable Subsidiary’s capital budget;

(o) any other expenses payable by Borrower, the Participating Lessee or any applicable Subsidiary with respect to such Real Property Asset; and

(p) all fees payable in connection with permits and licenses required to be obtained in the ordinary course of business for the ownership and operation of the Real Property Assets in connection with their intended use in compliance with Legal Requirements.

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Notwithstanding the foregoing, Operating Expenses shall not include (i) depreciation or amortization or any other non-cash item of expense unless otherwise determined by Administrative Agent, (ii) interest, principal, fees, costs and expense reimbursements of Administrative Agent and the Lenders in administering the Loan but not in exercising any of its rights under this Agreement or the Credit Documents; or (iii) any expenditure (other than leasing commissions, tenant concessions and improvements, and replacement reserves) which is properly treatable as a capital item under GAAP.

“Operating Partnership” means MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership.

“Original Closing Date” shall mean December 19, 2003, which is the “Closing Date” as defined in the Existing Lehman Credit Agreement.

“Ownership Interests” means shares of stock, other securities, partnership interests, member interests, beneficial interests or other interests in any Person, whether voting or non-voting, and participations or other equivalents (regardless of how designated) of or in a Person.

“Ownership Interests Equivalents” means all securities (other than Ownership Interests) convertible into or exchangeable for Ownership Interests and all warrants, options or other rights to purchase or subscribe for any Ownership Interests, whether or not presently convertible, exchangeable or exercisable.

“Parent” means MeriStar Hospitality Corporation, a Maryland corporation.

“Parent Common Stock” means the common stock of Parent, par value $.01 per share.

“Parent Deemed Investment Amount” means, in connection with measuring the Investment Amount in an Unconsolidated Entity which owns or leases an Unconsolidated Entity Property in a particular category of hotel under the definition of “Parent Property Requirement”, a reasonable allocation of the portion of the Investment Amount in such Unconsolidated Entity attributable to the Unconsolidated Entity Property or Unconsolidated Entity Properties owned or leased by such Unconsolidated Entity which is or are within the category tested. Such allocation shall be based upon the cost of such Unconsolidated Entity Property or Unconsolidated Entity Properties and the total cost of all assets owned by such Unconsolidated Entity, all as proposed by the Borrower and approved by the Administrative Agent in its reasonable discretion.

“Parent Property” means a Hotel Property owned or leased by the Parent or one of the Parent’s Subsidiaries, and “Parent Properties” means all such Hotel Properties.

“Parent Property Requirements” means collectively that as of the last day of any Rolling Period (a) all Parent Properties must be located within the United States or in an Approved Other Country, provided that the guest rooms for the Parent Properties which are located in an Approved Other Country shall not exceed 4% of the guest rooms for all Parent Properties; (b) the guest rooms for the Parent Properties which are limited service or extended stay hotels shall not collectively in the aggregate exceed 10% of the guest rooms for all Parent Properties; (c) the guest rooms for the Parent Properties which are not operated (or are not subject to a binding agreement to convert to operation) under any franchise or license agreement with an Approved

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Franchisor shall not exceed 15% of the guest rooms for all Parent Properties; (d) the Investment Amount or guest rooms, as applicable, for Parent Properties which are substantially subject to a ground lease shall not exceed 20% of the Investment Amount or 20% of the total guest rooms, as applicable, for all Parent Properties; and (e) no Hotel Property or other Property shall cause the Parent to forfeit the Parent’s tax status as a REIT.

“Participating Lessee” means an Approved Operator or lessee under any Approved Participating Lease.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permitted Asset Disposition” means an Asset Disposition which occurs at a time in which no Default has occurred and is continuing and which would not cause a Default to occur upon the consummation of such Asset Disposition.

“Permitted Encumbrances” with respect to any Property (other than any Real Property Asset, any Personal Property thereon and any other Collateral with respect thereto), shall mean any Lien:

(a) for taxes, assessments or governmental charges or levies on Property of the Operating Partnership or applicable Property Owner to the extent not required to be paid pursuant to Section 5.03;

(b) imposed by law (such as landlords’, carriers’, warehousemen’s and mechanics’ liens or otherwise arising from litigation) (i) which are being contested in good faith and by appropriate proceedings, (ii) with respect to which reserves in conformity with GAAP have been provided, (iii) which have not resulted in any Hotel Property being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) with respect to which neither the Administrative Agent nor any Lender could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (v) with respect to which such contest does not, and could not reasonably be expected to, result in a Material Adverse Effect, provided that the Operating Partnership or the applicable Property Owner does not have to comply with clauses (i) and (ii) if the Operating Partnership or the applicable Property Owner has caused a title company to insure over such Lien in a manner reasonably satisfactory to the Administrative Agent;

(c) on leased personal property to secure solely the lease obligations associated with such property; and

(d) securing Secured Recourse Indebtedness and Secured Non-Recourse Indebtedness permitted pursuant to the provisions of Section 6.02.

“Permitted Exceptions” shall mean with respect to any Real Property Asset, any Personal Property thereon and any other Collateral with respect thereto:

(a) (i) With respect to the Initial Real Property Assets, Liens existing on the Original Closing Date and set forth on Schedule 4.19 to the Existing Lehman Credit Agreement or listed

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in the Title Policies issued on the Original Closing Date with respect to the Initial Real Property Assets and (ii) with respect to the Additional Real Property Assets, Liens existing on the Closing Date and set forth on Schedule 4.19 hereto or listed in the Title Policies issued on the Closing Date with respect to the Additional Real Property Assets;

(b) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are being maintained in accordance with GAAP;

(c) Statutory Liens of landlords and Liens of mechanics, materialmen and other Liens imposed by law (other than any Lien imposed by ERISA) created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings diligently conducted, and with respect to which adequate bonds have been posted if required to do so by Applicable Law or the terms of the applicable Security Instruments;

(d) Easements, rights-of-way, zoning and similar restrictions and other similar charges or encumbrances not interfering with the ordinary conduct of the business of Borrower or the Participating Lessee and which do not detract materially from the value of any of the Real Property Assets to which they attach or impair materially the use thereof by Borrower or the Participating Lessee or materially adversely affect the security interests of the Lenders in the Collateral;

(e) Encumbrances granted to Administrative Agent for the benefit of the Lenders pursuant to the Security Instruments securing the Obligations;

(f) Liens on furniture, fixtures and equipment acquired, constructed or improved in the ordinary course of business (including Capitalized Leases permitted pursuant to Section 6.02 hereof), provided that (i) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement, (ii) such security interests shall not apply to any other Property, and (iii) the aggregate principal amount of the Indebtedness secured by Liens permitted pursuant to this clause (f) shall not exceed at any time outstanding an amount equal to $100,000.

“Permitted Hazardous Substances” means (a) Hazardous Substances, petroleum and petroleum products which are (i) used in the ordinary course of business and in typical quantities for a hotel and (ii) generated, used and disposed of in accordance with all Legal Requirements and good industry practice in the Hospitality/Leisure-Related Business and (b) non-friable asbestos to the extent (i) that no applicable Legal Requirements require removal of such asbestos from the Hotel Property and (ii) such asbestos is encapsulated in accordance with all applicable Legal Requirements and such reasonable operations and maintenance program as may be reasonably required by the Administrative Agent.

“Permitted Liens” means (a) with respect to any Real Property Asset, any Personal Property thereon and any other Collateral with respect thereto, the Permitted Exceptions and (b) with respect to any other Property, the Permitted Encumbrances.

“Permitted Other Subsidiaries” means (a) a Subsidiary of the Operating Partnership which is a single-purpose Person (i) which owns a Hotel Property or Hotel Properties or an

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interest in a Person which owns a Property which Property or interest is pledged to secure Secured Non-Recourse Indebtedness or Secured Recourse Indebtedness permitted by this Agreement, and (ii) which does not own any Hotel Properties other than those that secure such Indebtedness, (b) a direct or indirect Subsidiary of the Parent which is a single-purpose Person and which is not a Subsidiary of the Operating Partnership and does not have assets or annual revenues in excess of $5,000,000, or (c) a TRS which is a lessee for a Hotel Property that secures either Secured Non-Recourse Indebtedness or Secured Recourse Indebtedness permitted pursuant to this Agreement. Notwithstanding the foregoing, the Borrower shall not be deemed a Permitted Other Subsidiary.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, limited liability company, joint venture or other entity, or a government or any political subdivision or agency thereof or any trustee, receiver, custodian or similar official.

“Personal Property” for any hotel means all FF&E, inventory and other personal property of every kind, whether now existing or hereafter acquired, tangible and intangible, now or hereafter located on or about the Real Property, and used or to be used in the future in connection with the operation of such hotel.

“PIP Covenant” shall have the meaning set forth in Section 5.17.

“PIP Covenant Work” shall have the meaning set forth in Section 5.17.

“Plan” means an employee benefit plan (other than a Multiemployer Plan) maintained for employees of the Parent, the Borrower or any member of the Controlled Group and covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code.

“Prescribed Forms” means such duly executed form(s) or statement(s), and in such number of copies, which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (a) an income tax treaty between the United States and the country of residence of the Lender providing the form(s) or statement(s), (b) the Code, or (c) any applicable rule or regulation under the Code, permit the Borrower to make payments hereunder for the account of such Lender free of (or, upon written request of the Borrower specifying the applicable form, at a reduced rate of) deduction or withholding of income or similar taxes (except for any deduction or withholding of income or similar taxes as a result of any change in or in the interpretation of any such treaty, the Code or any such rule or regulation).

“Principal” shall have the meaning provided in Section 5.15.

“Projections” shall have the meaning set forth in Section 10.06(g)(ii).

“Property” of any Person means any property or assets (whether real, personal, or mixed, tangible or intangible) of such Person.

“Property Condition Reports” shall mean, collectively, those certain Property Condition Assessments for the Real Property Assets prepared by EMG and dated November 6, 2003 and

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identified as EMG Project Numbers 109768, 109772, 109776, 109782 and 109779, and the EMG report dated November 25, 2003 and identified as EMG Project Number 110477.

“Property Improvement Plan” shall mean with respect to any Real Property Asset, the current outstanding property improvement plan or similar documentation required by the applicable Franchisor for such Real Property Asset.

“Property Information” for any Hotel Property means an Engineering Report and Environmental Report for such Hotel Property.

“Property Owner” for any Initial Property or Future Property, or Real Property Asset means the Person who owns fee or, with respect to Properties which are not Real Property Assets or Eligible Properties, leasehold title interest, (as applicable) in and to such Property.

“Pro Rata Share” means, at any time with respect to any Lender, the ratio (expressed as a percentage) of (a) the sum of such Lender’s Commitment at such time (or, if the Commitments have been terminated, such Lender’s Advances at such time) to (b) the sum of all Lenders’ Commitments at such time (or, if the Commitments have been terminated, all Lenders’ Advances at such time).

“Quality Assurance Reports” shall have the meaning set forth in Section 5.05(m).

“Real Property” for any hotel means the Land and the Improvements for such hotel, including without limitation, parking, restaurants and other food-service facilities, golf facilities or other entertainment facilities or club, conference or meeting facilities and other ancillary facilities necessary for the operation of such hotel, and office and retail property owned by the Parent, the Operating Partnership, the Borrower or any Subsidiary thereof in connection with such hotel; provided that such property shall not include any casino or other gaming property (even if only a part of a Hotel Property) or senior living property.

“Real Property Assets” means the real property (a) described on Schedule 4.23 (b) each New Property and (c) Substitute Property that, in each case, is encumbered by a Security Instrument or a Substitute Mortgage, and “Real Property Asset” shall mean each such real property; notwithstanding the foregoing, however, upon the release by Administrative Agent of the Lien against all of the Collateral relating to a Real Property Asset, such Real Property Asset, as of the effective date of such release, shall no longer be included within the definition of Real Property Assets.

“Reduced Revolving Facility Amount” shall mean the Revolving Facility Amount from and after the Revolving Facility Amount Reduction Date.

“Register” has the meaning set forth in paragraph (c) of Section 10.06.

“Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.

“Reimbursement Contribution” shall have the meaning set forth in Section 10.23(c).

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“REIT” means a real estate investment trust under Sections 856-860 of the Code.

“Related Fund” means, with respect to any Approved Fund, any fund that invests in commercial loans which is advised or managed by the same investment advisor as such Approved Fund.

“Release” shall have the meaning set forth in CERCLA or under any other Environmental Law.

“Release Property” shall have the meaning set forth in Section 2.13.

“Rents” shall have the meaning provided in the Security Instrument.

“Repayment Event” means the occurrence of any of the following:

(a) the incurrence by the Parent, the Operating Partnership or any of their respective Subsidiaries of any Indebtedness after the date of this Agreement except:

(i) the Obligations;

(ii) Unsecured Indebtedness permitted pursuant to the provisions of Section 6.02 to the extent such Unsecured Indebtedness is an extension, renewal or refinancing of any of such Unsecured Indebtedness set forth on Schedule 4.18(a), except to the extent there are Net Cash Proceeds of any such extension, renewal or refinancing (exclusive of any prepayment consideration due and payable to the lender being repaid in connection with such refinancing); and

(iii) Secured Recourse Indebtedness and Secured Non-Recourse Indebtedness permitted pursuant to the provisions of Section 6.02 to the extent such Indebtedness is either (A) an extension, renewal or refinancing of any of such Indebtedness set forth on Schedule 4.18(a), except to the extent there are Net Cash Proceeds of any such extension, renewal or refinancing or (B) incurred in connection with the acquisition of Future Properties in accordance with the provisions of this Agreement, except to the extent there are Net Cash Proceeds in connection therewith (exclusive of any prepayment consideration due and payable to the lender being repaid in connection with such refinancing).

(b) the occurrence of an Asset Disposition after the date of this Agreement.

“Reportable Event” means any of the events set forth in Section 4043(b) of ERISA.

“Required Lenders” means Non-Defaulting Lenders the sum of whose outstanding Advances and Commitments (or after the termination thereof, outstanding Advances) represent at least 51% of the sum of all outstanding Advances of Non-Defaulting Lenders and the sum of all Commitments of Non-Defaulting Lenders (or after the termination of the Commitments, the sum of the then total outstanding Advances of Non-Defaulting Lenders.

“Required Maintenance Amount” shall have the meaning set forth in Section 5.14(a).

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“Required Property Improvement Obligations” shall mean any renovations, construction of any improvements or any other construction at any Real Property Asset required under any Property Improvement Plan or other similar documentation, or required by a Franchise Agreement.

“Required Work” means for any Future Property, the work agreed upon by the Borrower and the Administrative Agent, if any, as the Required Work for such Future Property, if any.

“Response” shall have the meaning set forth in CERCLA or under any other Environmental Law.

“Responsible Officer” means the Chief Executive Officer, President, Executive Vice President, Chief Investment Officer, Chief Financial Officer or Treasurer of any Person, or, with respect to a partnership, the general partner of such Person, or, with respect to a limited liability company, the non-member manager or managing member of such Person.

“Restricted Payment” means (a) any direct or indirect payment, prepayment, redemption, purchase, or deposit of funds or Property for the payment (including any sinking fund or defeasance), prepayment, redemption or purchase of Indebtedness which Indebtedness is not permitted by this Agreement or any Subordinate Indebtedness, and (b) the making by any Person of any dividends or other distributions (in cash, property, or otherwise) on, or payment for the purchase, redemption or other acquisition of, any shares of any capital stock, any limited liability company interests or any partnership interests of such Person, other than dividends or distributions payable in such Person’s (or the Parent’s) stock, limited liability company interests or any partnership interests.

“Revolving Advance” shall mean any advance by a Lender to the Borrower pursuant to such Lender’s Revolving Commitment or a continuation of an existing Revolving Advance.

“Revolving Commitments” shall mean, for each Lender, the amount set forth opposite such Lender’s name on Schedule 1.01(a) as its Revolving Commitment or, if such Lender has entered into any Assignment and Acceptance after the Closing Date, such Lender and/or assignee under such Assignment and Acceptance, as applicable, the amount set forth for such Lender as its Revolving Commitment in the Register maintained by the Administrative Agent pursuant to Section 10.06(c), as such Revolving Commitments shall be reduced in accordance with this Agreement.

“Revolving Facility Amount” shall mean (i) from the Closing Date through, but not including Revolving Facility Amount Reduction Date, U.S. $75,000,000 and (ii) from and after the Revolving Facility Amount Reduction Date, U.S. $50,000,000, as such amounts shall be reduced pursuant to Section 2.04 or otherwise pursuant to the terms and conditions of this Agreement.

“Revolving Facility Amount Reduction Date” shall mean the date which is the first anniversary of the Closing Date.

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“Revolving Loan” shall mean, in the aggregate, the Revolving Advances made to Borrower under this Agreement and evidenced by the Revolving Note pursuant to the terms hereof, the aggregate principal amount of which shall not exceed the Revolving Facility Amount.

“Revolving Maturity Date” shall mean December 19, 2006.

“Revolving Note” means an amended and restated promissory note of the Borrower payable to the order of any Lender, in substantially the form of the attached Exhibit A-2, evidencing indebtedness of the Borrower to such Lender resulting from Revolving Advances from such Lender, and “Revolving Notes” means all of such promissory notes.

“RMA” means the REIT Modernization Act, as amended.

“Rolling Period” means, as of any date, the four Fiscal Quarters ending on or immediately preceding such date.

“S&P” means Standard & Poor’s Ratings Group, a division of McGraw-Hill, Inc., or any successor thereof.

“Secured Non-Recourse Indebtedness” of any Person means all Indebtedness of such Person and its Subsidiaries on a Consolidated basis with respect to which recourse for payment is limited to specific assets encumbered by a Lien securing such Indebtedness; provided, however, that personal recourse of a holder of Indebtedness against any obligor with respect thereto for fraud, misrepresentation, misapplication of cash, non-payment of real estate taxes or ground lease rent, waste and other circumstances customarily excluded from non-recourse provisions in customary non-recourse financing of commercial real estate shall not, by itself, prevent any Indebtedness from being characterized as Secured Non-Recourse Indebtedness, provided further that if a personal recourse claim is made in connection therewith, such claim shall not constitute Secured Non-Recourse Indebtedness for the purposes of this Agreement to the extent of such claim.

“Secured Recourse Indebtedness” of any Person means (a) the Total Indebtedness of such Person for which the obligations thereunder are secured by a Lien on any assets of such Person or its Subsidiaries minus (b) any Secured Non-Recourse Indebtedness of such Person or its Subsidiaries.

“Security Instruments” shall mean each of the mortgages, deeds of trust, deeds to secure debt or other security instruments which shall be executed and delivered to the Administrative Agent by Borrower (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent), substantially in the form set forth as Exhibit G hereto, for each of the Real Property Assets, as same may be amended, restated, modified or supplemented from time to time.

“Senior Note Indenture - $200,000,000 9 ¹/8% Senior Notes” means that certain Indenture dated as of February 7, 2002, among MeriStar Hospitality Operating Partnership, L.P., MeriStar Hospitality Finance Corp. III, MeriStar Hospitality Corporation, certain guarantors and U.S. Bank Trust National Association, as Trustee covering $200,000,000 9 ¹/8% Senior Notes due 2011.

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“Senior Note Indentures” means, collectively, the following, all as may be supplemented from time to time:

(a) Senior Note Indenture - $200,000,000 9 ¹/8% Senior Notes;

(b) that certain Indenture dated as of December 19, 2001, among MeriStar Hospitality Operating Partnership, L.P., MeriStar Hospitality Finance Corp. II, MeriStar Hospitality Corporation, certain guarantors and U.S. Bank Trust National Association, as Trustee covering $250,000,000 10 1/2% unsecured Senior Notes due 2009;

(c) that certain Indenture dated as of January 26, 2001, among MeriStar Hospitality Operating Partnership, L.P., MeriStar Hospitality Finance Corp., MeriStar Hospitality Corporation, certain guarantors and U.S. Bank Trust National Association, as Trustee covering $300,000,000 9% unsecured Senior Notes due 2008 and $200,000,000 9 ¹/8% unsecured Senior Notes due 2011, as amended by First Supplemental Indenture dated December 19, 2001 and Second Supplemental Indenture dated February 7, 2002; and

(d) the Indenture dated as of March 18, 1999, as amended by a First Supplemental Indenture dated January 26, 2001, a Second Supplemental Indenture dated December 19, 2001, and a Third Supplemental Indenture dated February 7, 2002, pursuant to which MeriStar Hospitality Corporation issued $55 million Series C and D 8 ³/4% unsecured Senior Subordinated Notes due 2007.

“Senior Unsecured Indebtedness” of any Person means any Unsecured Indebtedness of such Person which is not Subordinate Indebtedness of such Person.

“Senior Unsecured Interest Coverage Ratio” means, as of the end of any Rolling Period, a ratio of (a) the Parent’s Unencumbered EBITDA to (b) Parent’s Senior Unsecured Interest Expense, for such Rolling Period.

“Senior Unsecured Interest Expense” means, for any Person for any period, the Interest Expense for all Senior Unsecured Indebtedness of such Person and its Subsidiaries on a Consolidated basis for such Period.

“Senior Unsecured Leverage Ratio” means the ratio on any date of (a) the Parent’s Senior Unsecured Indebtedness on such date, to (b) the Parent’s Unencumbered EBITDA for the Rolling Period immediately preceding such date.

“Solvent” as to any Person shall mean that (i) the sum of the assets of such Person, based upon a fair valuation, will exceed its liabilities based upon a fair valuation, including Contingent Obligations, (ii) such Person will have sufficient capital with which to conduct its business as presently conducted and (iii) such Person has not incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. For purposes of this definition, “debt” means any liability on a claim, and “claim” means (x) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, or (y) a right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,

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disputed, undisputed, secured, or unsecured. With respect to any Contingent Obligations, such liabilities shall be computed in accordance with GAAP at the amount which, in light of all the facts and circumstances existing at the time, represents the amount which can reasonably be expected to become an actual or matured liability.

“Special Member” shall have the meaning set forth in Section 5.15(cc).

“SPE Principal” shall have the meaning set forth in Section 5.15(cc).

“Status Reset Date” means the date following the end of any Fiscal Quarter which is the earlier of (a) the 50th day following the end of such Fiscal Quarter and (b) the date which is 5 days following the delivery of the reports and other documents required by (i) the provisions of Section 5.05(a) for such Fiscal Quarter (except for the Fiscal Quarter which ends on the date the Fiscal Year ends) or (ii) the provisions of Section 5.05(b) for the Fiscal Quarter which ends on the date the Fiscal Year ends; provided that the documents contemplated by the preceding clause (ii) shall never be deemed delivered prior to the 40^th day following the end of the Fiscal Year.

“Stock” means shares of capital stock, beneficial or partnership interests, participations or other equivalents (regardless of how designated) of or in a corporation or equivalent entity, whether voting or non-voting, and includes, without limitation, common stock and preferred stock.

“Stock Equivalents” means all securities (other than Stock) convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any stock, whether or not presently convertible, exchangeable or exercisable.

“Subordinate Indebtedness” means with respect to any Person the Indebtedness of such Person and its Subsidiaries on a Consolidated basis which (a) shall not mature, become payable or require the payment of any principal amount thereof (or any amount in lieu thereof) or be mandatorily redeemable, pursuant to a sinking fund or otherwise redeemable at the option of the holder thereof, in any case in whole or in part, before the date that is ninety one (91) days after the Revolving Maturity Date and (b) shall be junior and subordinate to the Obligations and subject to an intercreditor agreement or subordination provisions which is acceptable to the Administrative Agent in its sole and absolute discretion

“Subordinate Indenture” means the Indenture dated as of August 19, 1997 between the Parent, as successor by merger to CapStar Hotel Company, and IBJ Schroder Bank & Trust Company, as trustee, as amended by First Supplemental Indenture dated March 20, 1998 and Second Supplemental Indenture dated August 3, 1998, covering approximately $204,000,000 8.75% unsecured Senior Subordinated Notes due August 19, 2007 as amended by First Supplemental Indenture dated as of March 20, 1998, a Second Supplemental Indenture dated as of August 3, 1998, a Third Supplemental Indenture dated as of January 26, 2001, a Fourth Supplemental Indenture dated as of December 19, 2001, and a Fifth Supplemental Indenture dated as of February 7, 2002.

“Subsidiary” of a Person means any corporation, association, partnership (general or limited), limited liability company or other business entity of which more than fifty percent (50%) of the outstanding shares of capital stock (or other equivalent interests) having by the

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terms thereof ordinary voting power under ordinary circumstances to elect a majority of the board of directors or Persons performing similar functions (or, if there are no such directors or Persons, having general voting power) of such entity (irrespective of whether at the time capital stock (or other equivalent interests) of any other class or classes of such entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person.

“Substitute Mortgage” shall have the meaning set forth in Section 2.13.

“Substitute Property” shall have the meaning set forth in Section 2.13.

“Syndication” shall have the meaning set forth in Section 10.06(g)(i).

“Tenant Estoppel Certificate” shall mean an estoppel certificate in form reasonably satisfactory to Lender.

“Term Advance” shall mean any advance by a Lender to the Borrower pursuant to such Lender’s Term Commitment or a continuation of an existing Term Advance, and refers to an Adjusted Base Rate Advance or a Eurodollar Rate Advance.

“Term Commitments” means, for each Lender, the amount set forth opposite such Lender’s name on Schedule 1.01(a) as its Term Commitment or, if such Lender has entered into any Assignment and Acceptance after the Closing Date, the amount set forth for such Lender as its Term Commitment in the Register maintained by the Administrative Agent pursuant to Section 10.06(c), as such Term Commitments shall be reduced in accordance with the terms of this Agreement.

“Term Commitments Expiration Date” shall mean February 1, 2006.

“Term Facility Amount” shall mean U.S. $75,000.000, as such amount shall be reduced pursuant to Section 2.04, Section 2.07 or otherwise pursuant to the terms and conditions of this Agreement.

“Term Loan” shall mean, in the aggregate, the Term Advances made to Borrower under this Agreement and evidenced by the Term Notes pursuant to the terms hereof, the aggregate principal amount of which shall not exceed the Term Facility Amount.

“Term Maturity Date” shall mean August 1, 2006.

“Term Note” shall mean an amended and restated promissory note of the Borrower payable to the order of any Lender in substantially the form of the attached Exhibit A-1, evidencing indebtedness of the Borrower to such Lender resulting from Term Advances from such Lender, and “Term Notes” means all of such promissory notes.

“Termination Event” means (a) the occurrence of a Reportable Event with respect to a Plan, as described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30-day notice to the PBGC under such

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regulations), (b) the withdrawal of the Borrower or any of the Controlled Group from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the giving of a notice of intent to terminate a Plan under Section 4041(c) of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, or (e) any other event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

“Title Companies” shall have the meaning set forth in the definition of Title Policy below.

“Title Policy” shall mean (i) the title insurance policies insuring the lien of the Security Instruments encumbering the Initial Real Property Assets issued by title insurance companies on the Original Closing Date in connection with the Existing Lehman Credit Agreement, as endorsed or updated pursuant to Section 3.02 hereof and (ii) each of the title insurance policies issued by title insurance companies (the “Title Companies”) reasonably satisfactory to Administrative Agent (together with reinsurance policies, with direct access endorsements if necessary in Administrative Agent’s reasonable discretion) insuring the lien of the Security Instruments on the Real Property Assets, in form and substance satisfactory to the Administrative Agent insuring that the Security Instruments are a first Lien on the good and marketable fee simple title (except, with respect to the Albuquerque Property, the valid ground leasehold interest) (subject to Permitted Exceptions) of the Borrower (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent), to such Real Property Assets, in an amount equal to the amount of the Allocated Loan Amount for each Real Property Asset, together with a “tie-in” and first loss endorsement satisfactory to the Administrative Agent or, if such endorsement is not available in the state in which such Real Property Asset is located, in an amount equal to one hundred twenty-five percent (125%) of the amount of the Allocated Loan Amount for each such Real Property Asset, together with a “last dollar endorsement” where available, and containing such other endorsements and such affirmative insurance as shall be reasonably required by Administrative Agent, including, without limitation, a revolving credit endorsement, if available.

“Title Search” shall have the meaning set forth in Section 5.13.

“Total Indebtedness” of any Person means the sum of the following (without duplication): (a) all Indebtedness of such Person and its Subsidiaries on a Consolidated basis, plus (b) to the extent not already included in the calculation of the preceding clause (a), the aggregate amount of the Indebtedness of such Person’s or such Person’s Subsidiary’s Unconsolidated Entities for which such Person has a direct or Contingent Obligation, plus (c) to the extent not already included in the calculation of either of the preceding clauses (a) or (b), the aggregate amount of letters of credit for which such Person or any of its Subsidiaries would have a direct or Contingent Obligation to reimburse the issuers of such letters of credit upon a drawing under such letters of credit, minus (d) to the extent included in the calculation of either of the preceding clauses (a), (b), or (c), the amount of any minority interests.

“Total Unencumbered Assets” shall have the meaning ascribed to such term in the Senior Note Indenture - $200,000,000 9 1/8% Senior Notes.

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“Transaction Costs” shall mean all reasonable costs and expenses paid or payable by Borrower relating to the Transactions including, without limitation, the reasonable costs and expenses of Administrative Agent in conducting its due diligence with respect to the Transactions, financing fees, commitment fees, advisory fees, appraisal fees, legal fees, accounting fees, brokerage fees and commissions, title insurance premiums, survey charges, mortgage recording taxes, recording charges and taxes, intangible taxes, documentation taxes or similar taxes whether paid directly by Borrower or as reimbursement to Administrative Agent.

“Transactions” shall mean each of the transactions contemplated by this Agreement and Credit Documents, including, without limitation, the establishment or any amendment of the credit facility hereunder.

“TRS” means a “Taxable REIT Subsidiary” as such term is used in the RMA.

“Type” has the meaning set forth in Section 1.04.

“UCC Searches” shall mean, collectively, UCC searches, together with tax lien, judgment, bankruptcy and litigation searches conducted in the appropriate jurisdictions by a search firm acceptable to the Administrative Agent.

“Unconsolidated Entity” means, with respect to any Person, at any date, any other Person in whom such Person holds an Investment, which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such Person on the consolidated financial statements of such Person, if such statements were prepared as of such date.

“Unconsolidated Entity Percentage” means, for any Person, with respect to a Person’s Unconsolidated Entity, the percentage ownership interest of such Person in such Unconsolidated Entity.

“Unconsolidated Entity Property” means a Hotel Property owned or leased by an Unconsolidated Entity in which the Parent or one of the Parent’s Subsidiaries has an Investment, and “Unconsolidated Entity Properties” means all such Hotel Properties.

“Unencumbered” means, with respect to any Hotel Property, at any date of determination, the circumstance that such Hotel Property or the interest of the Operating Partnership or its Subsidiary therein on such date:

(a) is not subject to any Liens (including restrictions on transferability or assignability except for restrictions on the transferability of ground leases) of any kind (including any such Lien or restriction imposed by (i) any agreement governing Indebtedness, or (ii) the organizational documents of the Operating Partnership or any of its Subsidiaries), but excluding Permitted Encumbrances;

(b) is not subject to any agreement (including (i) any agreement governing Indebtedness, and (ii) if applicable, the organizational documents of the Operating Partnership or any of its Subsidiaries) which prohibits or limits the ability of the Operating Partnership or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon such Hotel Property,

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other than Permitted Encumbrances (excluding any agreement or organizational document which limits generally the amount of Indebtedness which may be incurred by the Operating Partnership or its Subsidiaries); and

(c) is not subject to any agreement (including any agreement governing Indebtedness) which entitles any Person to the benefit of any Lien (other than Permitted Encumbrances) on such Hotel Property, or would entitle any Person to the benefit of any such Lien upon the occurrence of any contingency (including, without limitation, pursuant to an “equal and ratable” clause).

Notwithstanding the foregoing, the “equal and ratable” clause contained in the Senior Note Indentures as of the Closing Date, and a similar “equal and ratable” clause contained in any future indenture for Senior Unsecured Indebtedness permitted by this Agreement shall not by itself cause a Hotel Property to fail to qualify as Unencumbered. For the purposes of this Agreement, (a) any Hotel Property owned by a Subsidiary of the Operating Partnership shall not be deemed to be Unencumbered unless both (i) such Hotel Property and (ii) all Stock owned directly or indirectly by Operating Partnership in such Subsidiary is Unencumbered and (b) any Hotel Property leased by the Operating Partnership or a Subsidiary of the Operating Partnership, as lessee, which lease constitutes Indebtedness of such lessee shall not be deemed “Unencumbered.”

“Unencumbered EBITDA” means for any Person for any period for which such amount is being determined, an amount equal to the EBITDA for such Person and its Subsidiaries on a Consolidated basis for such period derived from Unencumbered Hotel Properties; provided that with respect to EBITDA attributable to an Unconsolidated Entity which owns or leases Unencumbered Hotel Properties, (a) for any such Unconsolidated Entity for which the Unconsolidated Entity Percentage is equal to or greater than 20%, such Person or its Subsidiary, as applicable, shall only be deemed to have received the Unconsolidated Entity Percentage of such Unconsolidated Entity’s EBITDA derived from Unencumbered Hotel Properties to the extent not subject to (i) any limitation or restriction (except for the obligation to repay Indebtedness of such Person) on the right to distribute such EBITDA to such Person’s owners or (ii) any decision by another Person to not distribute the available cash of such Unconsolidated Entity to the owners of such Unconsolidated Entity, and (b) for any such Unconsolidated Entity for which the Unconsolidated Entity Percentage is less than 20%, such Person or its Subsidiary shall only be deemed to have received that actual sums paid by such Unconsolidated Entity to such Person or its Subsidiary, as applicable, derived from Unencumbered Hotel Properties.

“Underwriting Fees” shall have the meaning set forth in Section 2.03.

“Unsecured Indebtedness” of any Person means (a) any Total Indebtedness of such Person minus (b) any Secured Non-Recourse Indebtedness and Secured Recourse Indebtedness of such Person.

Section 1.02 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

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Section 1.03 Accounting Terms.

(a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basis with those applied in the preparation of the Financial Statements.

(b) Unless otherwise indicated, all financial statements of the Borrower and the Parent, all calculations for compliance with covenants in this Agreement, and all calculations of any amounts to be calculated under the definitions in Section 1.01 shall be based upon the Consolidated accounts of the Borrower, the Parent and their respective Subsidiaries (as applicable) in accordance with GAAP.

Section 1.04 Types of Advances. Advances are distinguished by “Type”. The “Type” of an Advance refers to the determination whether such Advance is an Eurodollar Rate Advance or Adjusted Base Rate Advance, each of which constitutes a Type.

Section 1.05 Miscellaneous. Article, Section, Schedule and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified.

Section 1.06 Recitals. The matters set forth in the recitals at the beginning of this Agreement are agreed to by the parties to this Agreement and incorporated into this Agreement as if set forth in their entirety herein.

Section 1.07 Senior Indebtedness. The Obligations and all renewals and extensions of the Obligations are designated as “Designated Senior Indebtedness” under the Subordinate Indenture.

ARTICLE II

THE ADVANCES

Section 2.01 The Advances.

(a) Subject to and upon the terms and conditions set forth herein, each Lender severally agrees at any time and from time to time on any Business Day up to fifteen (15) days prior to the Revolving Maturity Date or, subject to Section 2.01(b) below, the Term Maturity Date, as applicable, to make Revolving Advances or Term Advances, respectively; provided that Advances shall not be made (or be required to be made) by any Lender on any date if, after giving effect thereto, (i) such Lender’s Pro Rata Share would exceed such Lender’s Commitment at such time, (ii) the aggregate outstanding principal amount of all Revolving Advances would exceed the Revolving Facility Amount, (iii) the aggregate outstanding principal amount of all Term Advances would exceed the Term Facility Amount or (iv) the aggregate outstanding principal amount of all Advances would exceed the lesser of the Maximum Availability at such time and the Facility Amount. Within the limits set forth in the preceding sentence, the Borrower may from time to time prepay pursuant to Section 2.07 and with respect to Revolving Advances only, reborrow under this Section 2.01(a). No portion of the Loan comprised of Term Advances, once repaid, may be reborrowed.

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(b) Notwithstanding the provisions of Section 2.01(a), (i) no Advances shall be made under this Agreement during any Clean-up Period and (ii) no Term Advances shall be made under this Agreement from and after the Term Commitments Expiration Date.

Section 2.02 Method of Borrowing.

(a) Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing, given not later than 12:00 noon (New York, New York time) (i) on the third (3^rd) Business Day before the date of the proposed Borrowing, in the case of a Borrowing consisting of Eurodollar Rate Advances, or (ii) on the Business Day before the date of the proposed Borrowing, in the case of a Borrowing consisting of Adjusted Base Rate Advances, by the Borrower to the Administrative Agent, which shall give each Lender prompt notice on the day of receipt of such timely Notice of Borrowing of such proposed Borrowing by telecopier. Each Notice of Borrowing shall be in writing or by telecopier specifying the requested (i) date of such Borrowing, (ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of the Term Advance and/or the Revolving Advance comprising such Borrowing, and (iv) if such Borrowing is to be comprised of Eurodollar Rate Advances, the Interest Period for each such Advance. The Administrative Agent shall promptly notify each Lender who is obligated to fund an Advance under such Notice of Borrowing of such Notice of Borrowing not later than 6:00 p.m. (New York, New York time) on the day such Notice of Borrowing is deemed received by the Administrative Agent. In the case of a proposed Borrowing comprised of Eurodollar Rate Advances, the Administrative Agent shall also so notify each Lender who is obligated to fund an Advance under such Notice of Borrowing and the Borrower of the applicable interest rate under Section 2.06(b). Each Lender shall, before 12:00 noon (New York, New York time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 10.02, or such other location as the Administrative Agent may specify by notice to the Lenders, in same day funds, such Lender’s Pro Rata Share of such Borrowing. Upon the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower at its account with the Administrative Agent.

(b) Conversions and Continuations. In order to elect to Convert or continue Advances comprising part of the same Borrowing under this Section, the Borrower shall deliver an irrevocable Notice of Conversion or Continuation to the Administrative Agent at the Administrative Agent’s office no later than 12:00 noon (New York, New York time) (i) on the date which is at least three (3) Business Days in advance of the proposed Conversion or continuation date in the case of a Conversion to or a continuation of a Borrowing comprised of Eurodollar Rate Advances and (ii) on the Business Day prior to the proposed Conversion Date in the case of a Conversion to a Borrowing comprised of Adjusted Base Rate Advances. Each such Notice of Conversion or Continuation shall be in writing or by telecopier, specifying (i) the requested Conversion or continuation date (which shall be a Business Day), (ii) the principal amount of the Term Advance and/or Revolving Advance comprising the Borrowing amount, and Type of the Advances to be Converted or continued, (iii) whether a Conversion or continuation is requested, and if a Conversion, into what Type of Advances, and (iv) in the case of a Conversion to, or a continuation of, Eurodollar Rate Advances, the requested Interest Period. Not later than 6:00 p.m. (New York, New York time) on the day such Notice of Conversion or Continuation is deemed received by the Administrative Agent, the Administrative Agent shall provide each

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Lender who has an Advance affected by such Notice of Conversion or Continuation with a copy thereof and, in the case of a Conversion to or a continuation of Eurodollar Rate Advances, notify each Lender who has an Advance affected by such Notice of Conversion or Continuation and notify the Borrower of the applicable interest rate under Section 2.06(b). For purposes other than the conditions set forth in Section 3.03 and the prohibition against reborrowing Term Advances once repaid, the portion of Advances comprising part of the same Borrowing that are Converted to Advances of another Type shall constitute a new Borrowing. If the Borrower shall fail to specify an Interest Period for a Eurodollar Rate Advance including the continuation of a Eurodollar Rate Advance, the Borrower shall be deemed to have selected an Adjusted Base Rate Advance.

(c) Certain Limitations. Notwithstanding anything in paragraphs (a) and (b) above:

(i) in the case of Eurodollar Rate Advances each Revolving Advance and/or Term Advance, respectively, comprising each Borrowing shall be in an aggregate amount of not less than $2,000,000 or greater multiples of $100,000;

(ii) in the case of Adjusted Base Rate Advances each Revolving Advance and/or Term Advance, respectively, comprising each Borrowing shall be in an aggregate amount of not less than $1,000,000 or greater multiples of $100,000;

(iii) the Borrower may not request Borrowings on more than four (4) days in any calendar month.

(iv) at no time shall there be more than six (6) Interest Periods applicable to outstanding Eurodollar Rate Advances;

(v) the Borrower may not select Eurodollar Rate Advances for any Borrowing to be made, Converted or continued if a Default has occurred and is continuing;

(vi) if any Lender shall, at any time prior to the making of any requested Borrowing comprised of Eurodollar Rate Advances, notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances, then such Lender’s Pro Rata Share of such Borrowing shall be made as an Adjusted Base Rate Advance, provided that such Adjusted Base Rate Advance shall be considered part of the same Borrowing and interest on such Adjusted Base Rate Advance shall be due and payable at the same time that interest on the Eurodollar Rate Advances comprising the remainder of such Borrowing shall be due and payable; and such Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise materially disadvantageous to such Lender;

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(vii) if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be an Adjusted Base Rate Advance;

(viii) if the Required Lenders shall, at least one (1) Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Eurodollar Rate for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect the cost to such Lenders of making or funding their respective Eurodollar Rate Advances, as the case may be, for such Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Advance comprising such Borrowing shall be an Adjusted Base Rate Advance; and

(ix) if the Borrower shall fail to select the duration or continuation of any Interest Period for any Eurodollar Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01 and paragraph (a) or (b) above, the Administrative Agent will forthwith so notify the Borrower and the Lenders and such Advances will be made available to the Borrower on the date of such Borrowing as Adjusted Base Rate Advances or, if an existing Advance, Converted into Adjusted Base Rate Advances.

(d) Notices Irrevocable. Each Notice of Borrowing and Notice of Conversion or Continuation shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, out-of-pocket cost or expense incurred by such Lender as a result of any condition precedent for Borrowing set forth in Article III not being satisfied for any reason, including, without limitation, any loss, cost or expense actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(e) Administrative Agent Reliance. Unless the Administrative Agent shall have received notice from a Lender before the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share of the Borrowing, the Administrative Agent may assume that such Lender has made its Pro Rata Share of such Borrowing available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made its Pro Rata Share of such Borrowing available to the Administrative Agent, such Lender agrees to immediately repay to the Administrative Agent on demand such corresponding amount, together with interest on such amount, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate for each such day. If such Lender shall

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repay to the Administrative Agent such corresponding amount and interest as provided above, such corresponding amount so repaid shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement even though not made on the same day as the other Advances comprising such Borrowing. If such Lender shall not repay to the Administrative Agent such corresponding amount and interest as provided above, Borrower agrees to repay to the Administrative Agent promptly on demand such corresponding amount, together with interest on such amount, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the interest rate applicable on each such day to Advances comprising such Borrowing.

(f) Lender Obligations Several. The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, to make its Advance on the date of such Borrowing. No Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

(g) Notes. (i) The indebtedness of the Borrower to each Lender resulting from Term Advances owing to such Lender shall be evidenced by a Term Note of the Borrower payable to the order of such Lender in substantially the form of Exhibit A-1 and (ii) The indebtedness of the Borrower to each Lender resulting from Revolving Advances owing to such Lender shall be evidenced by a Revolving Note of the Borrower payable to the order of such Lender in substantially the form of Exhibit A-2.

Section 2.03 Fees.

(a) Commitment Fees. For the period from the Closing Date until the Revolving Maturity Date the Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee on the average daily amount by which such Lender’s Commitment exceeds such Lender’s Pro Rata Share of the average daily funded portion of the Facility Amount at a rate per annum equal to 0.75% (computed on the actual number of days elapsed, including the first day and excluding the last, based upon a 360-day year). Such fees shall be due and payable quarterly in arrears (i) on the date which is 30 days following the end of the last Business Day of each March, June, September and December and (ii) on the Revolving Maturity Date.

(b) Underwriting Fee. Borrower shall pay to Administrative Agent the underwriting fees (the “Underwriting Fees”) relating to the arrangement and making of the Loan as set forth in a separate loan fee letter (the “Fee Letter”). The Underwriting Fees shall be paid pursuant to the terms of the Fee Letter.

(c) Administrative Fee Letter. The Borrower agrees to pay to the Administrative Agent for the benefit of Lehman Commercial Paper, Inc. as applicable, the fees set forth in the Administrative Fee Letter payable to such Persons as and when the same are due and payable pursuant to the terms of the Administrative Fee Letter. The Borrower agrees to pay to the Administrative Agent for the benefit of the Lenders the upfront fees payable to the Lenders set forth in the Administrative Fee Letter on the Closing Date pursuant to the terms of the Administrative Fee Letter.

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Section 2.04 Reduction of the Commitments.

(a) Upon the occurrence of a Change in Control in the Parent or the Operating Partnership, then, in such event the Required Lenders may, at their sole option upon written notice to the Borrower (a “Termination Notice”), declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate and the Commitments shall reduce to zero.

(b) The Borrower may, upon at least three Business Days’ prior notice to the Administrative Agent, permanently terminate in whole or permanently reduce ratably in part the Commitments of the Lenders; provided, however, that (i) each partial reduction shall be in the aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) no such reduction shall result in an overdraft status as provided in Section 2.07(c)(ii), and (iii) no such reduction shall result in the total Revolving Commitments of the Lenders being less than $25,000,000.

(c) On the Term Commitments Expiration Date, the obligation of each Lender to make Term Advances shall be terminated and their respective Term Commitments shall be reduced to zero.

Section 2.05 Repayment of Advances on the Maturity Date. The Borrower shall repay the outstanding principal amount (i) of each Term Advance on the Term Maturity Date and (ii) of each Revolving Advance on the Revolving Maturity Date.

Section 2.06 Interest, Late Payment Fee. The Borrower shall pay interest on the unpaid principal amount of each Advance made by each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(a) Adjusted Base Rate Advances. (i) With respect to Revolving Advances, if such Revolving Advance is an Adjusted Base Rate Advance, a rate per annum (computed on the actual number of days elapsed, including the first day and excluding the last, based on a 365 day year) equal at all times to the lesser of (A) the Adjusted Base Rate in effect from time to time plus the Applicable Revolving Margin and (B) the Maximum Rate, payable in arrears on the first Business Day of each calendar month and on the date such Adjusted Base Rate Advance shall be paid in full, provided that during the continuance of an Event of Default, Adjusted Base Rate Advances shall bear interest at a rate per annum equal at all times to the lesser of (A) the rate required to be paid on such Revolving Advance immediately prior to the date on which such amount becomes due plus three percent (3%) and (B) the Maximum Rate and (ii) with respect to Term Advances, if such Term Advance is an Adjusted Base Rate Advance, a rate per annum (computed on the actual number of days elapsed, including the first day and excluding the last, based on a 365 day year) equal at all times to the lesser of (A) the Adjusted Base Rate in effect from time to time plus the Applicable Term Margin and (B) the Maximum Rate, payable in arrears on the first Business Day of each calendar month and on the date such Adjusted Base Rate Advance shall be paid in full, provided that during the continuance of an Event of Default, Adjusted Base Rate Advances shall bear interest at a rate per annum equal at all times to the lesser of (A) the rate required to be paid on such Term Advance immediately prior to the date on which such amount becomes due plus three percent (3%) and (B) the Maximum Rate.

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(b) Eurodollar Rate Advances. (i) With respect to Revolving Advances, if such Revolving Advance is a Eurodollar Rate Advance, a rate per annum (computed on the actual number of days elapsed, including the first day and excluding the last, based on a 360 day year) equal at all times during the Interest Period for such Revolving Advance to the lesser of (A) the Eurodollar Rate for such Interest Period plus the Applicable Revolving Margin and (B) the Maximum Rate, payable in arrears on the last day of such Interest Period, and on the date such Eurodollar Rate Advance shall be paid in full, and, with respect to Eurodollar Rate Advances having an Interest Period in excess of 30 days, the first day of each calendar month during such Interest Period excluding the month in which such Eurodollar Rate Advance shall be paid in full; provided that during the continuance of an Event of Default, Eurodollar Rate Advances shall bear interest at a rate per annum equal at all times to the lesser of (A) the rate required to be paid on such Revolving Advance immediately prior to the date on which such amount became due plus three percent (3%) and (B) the Maximum Rate and (ii) with respect to Term Advances, if such Term Advance is a Eurodollar Rate Advance, a rate per annum (computed on the actual number of days elapsed, including the first day and excluding the last, based on a 360 day year) equal at all times during the Interest Period for such Term Advance to the lesser of (A) the Eurodollar Rate for such Interest Period plus the Applicable Term Margin and (B) the Maximum Rate, payable in arrears on the last day of such Interest Period, and on the date such Eurodollar Rate Advance shall be paid in full, and, with respect to Eurodollar Rate Advances having an Interest Period in excess of 30 days, the first day of each calendar month during such Interest Period excluding the month in which such Eurodollar Rate Advance shall be paid in full; provided that during the continuance of an Event of Default, Eurodollar Rate Advances shall bear interest at a rate per annum equal at all times to the lesser of (A) the rate required to be paid on such Term Advance immediately prior to the date on which such amount became due plus three percent (3%) and (B) the Maximum Rate.

(c) Usury Recapture. In the event the rate of interest chargeable under this Agreement or the Notes at any time is greater than the Maximum Rate, the unpaid principal amount of the Notes shall bear interest at the Maximum Rate until the total amount of interest paid or accrued on the Notes equals the amount of interest which would have been paid or accrued on the Notes if the stated rates of interest set forth in this Agreement had at all times been in effect. In the event, upon payment in full of the Notes, the total amount of interest paid or accrued under the terms of this Agreement and the Notes is less than the total amount of interest which would have been paid or accrued if the rates of interest set forth in this Agreement had, at all times, been in effect, then the Borrower shall, to the extent permitted by applicable law, pay the Administrative Agent for the account of the Lenders an amount equal to the difference between (i) the lesser of (A) the amount of interest which would have been charged on the Notes if the Maximum Rate had, at all times, been in effect and (B) the amount of interest which would have accrued on the Notes if the rates of interest set forth in this Agreement had at all times been in effect and (ii) the amount of interest actually paid or accrued under this Agreement on the Notes. In the event the Lenders ever receive, collect or apply as interest any sum in excess of the Maximum Rate, such excess amount shall, to the extent permitted by law, be applied to the reduction of the principal balance of the Notes, and if no such principal is then outstanding, such excess or part thereof remaining shall be paid to the Borrower.

(d) Other Amounts Overdue. If any amount payable under this Agreement other than the Advances is not paid when due and payable, including without limitation, accrued interest

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and fees, then such overdue amount shall accrue interest hereon due and payable on demand at a rate per annum equal to the Adjusted Base Rate plus three percent (3%), from the date such amount became due until the date such amount is paid in full.

(e) Late Payment Fee. Subject to the provisions of Section 10.13, if any interest payable under this Agreement is not paid when due and payable (after taking into account any applicable grace period), then the Borrower will pay to the Administrative Agent for the account of the Lenders contemporaneously with the payment of such past due interest a late payment fee equal to an amount equal to the product of (i) such overdue interest times (ii) four percent (4%).

Section 2.07 Prepayments.

(a) Right to Prepay. The Borrower shall have no right to prepay any principal amount of any Advance except as provided in this Section 2.07.

(b) Optional Prepayments. The Borrower may elect to prepay any of the Advances, after giving by 12:00 noon (New York, New York time) (i) in the case of Eurodollar Rate Advances, at least three Business Days’ or (ii) in case of Adjusted Base Rate Advances, at least one Business Day’s prior written notice to the Administrative Agent stating the Advances to be repaid, the proposed date and aggregate principal amount of such prepayment, and if applicable, the relevant Interest Period for the Advances to be prepaid. If any such notice is given, the Borrower shall prepay Advances comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, and shall also pay accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.08 as a result of such prepayment being made on such date; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $1,000,000 and in integral multiples of $100,000. The Term Facility Amount shall be reduced by the amount of all prepayments of Term Advances pursuant to this subsection and may not be reborrowed.

(c) Mandatory Prepayments.

(i) Change of Control. On the fifth Business Day following the Borrower’s receipt of a Termination Notice pursuant to Section 2.04(a) hereof, the Borrower shall be required to prepay all outstanding Advances in full.

(ii) Overdraft. Upon a breach of the Availability Covenant, Borrower shall be required to prepay all or a portion of the outstanding Advances as provided in Section 2.18. Any prepayment of outstanding Advances pursuant to this subsection shall be applied in the following order (a) first, to repay the outstanding principle of Term Advances, and (b) second, to repay the outstanding principal of Revolving Advances. The Term Facility Amount shall be reduced by the amount of all prepayments of Term Advances pursuant to this subsection and may not be reborrowed.

(iii) Repayment Event. Upon the occurrence of any Repayment Event, the Borrower shall prepay Advances on the Business Day immediately succeeding the date the Net Cash Proceeds from such Repayment Event are received by the Borrower or the Parent, as applicable, in an amount equal to the lesser of (A) the amount of the

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outstanding Advances on such Business Day and (B) 100% of the Net Cash Proceeds of such Repayment Event; subject however, in the event of a casualty or condemnation at any Real Property Asset, to the provisions contained in Section 4.3 of the Security Instruments. Any Net Cash Proceeds utilized to repay Advances shall be applied in the following order: (a) first, to repay the outstanding principal of Term Advances, and (b) second, to repay the outstanding principal of Revolving Advances; provided, however, with respect to $25,000,000 of Net Cash Proceeds in connection with any Asset Disposition during the term of the Loan utilized to repay Advances, such Net Cash Proceeds shall, at the request of Borrower, be applied first, to repay the outstanding principal of Revolving Advances, and second, to repay the outstanding principal of Term Advances. The Term Facility Amount shall be reduced by the amount of all prepayments of Term Advances pursuant to this subsection and may not be reborrowed.

(iv) Clean-up. During each Clean-up Period the outstanding principal amount of Revolving Advances shall equal $0.00, and Borrower shall prepay Revolving Advances to the extent necessary to comply with the foregoing.

(v) Revolving Facility Amount Reduction Date. On the Revolving Facility Amount Reduction Date, the Borrower shall repay the amount of all the outstanding Revolving Advances which exceeds the Reduced Revolving Facility Amount.

(vi) Accrued Interest. Each prepayment pursuant to this Section 2.07(c) shall be accompanied by accrued interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.08 as a result of such prepayment being made on such date.

(d) Ratable Payments. Each payment of any Advance pursuant to this Section 2.07 or any other provision of this Agreement shall be made in a manner such that all Advances comprising part of the same Borrowing are paid in whole or ratably in part.

(e) Effect of Notice. All notices given pursuant to this Section 2.07 shall be irrevocable and binding upon the Borrower.

(f) Payments with respect to Florida Liens. Notwithstanding anything in this Agreement or any other Credit Document to the contrary, each payment of any Advance pursuant to this Section 2.07 or any other provision of this Agreement shall be made in a manner such that all Advances secured by Florida Liens shall be deemed the last Advances repaid.

Section 2.08 Breakage Costs. If (a) any payment of principal of any Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance as a result of any payment pursuant to Section 2.07 or the acceleration of the maturity of the Notes pursuant to Article VIII or otherwise; (b) any Conversion of a Eurodollar Rate Advance is made other than on the last day of the Interest Period for such Advance pursuant to Section 2.12 or otherwise; or (c) the Borrower fails to make a principal or interest payment with respect to any Eurodollar Rate Advance on the date such payment is due and payable, the Borrower shall, within 10 days of any written demand sent by any Lender to the Borrower through the Administrative Agent, pay to the Administrative Agent for the account of such

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Lender any amounts (without duplication of any other amounts payable in respect of breakage costs) required to compensate such Lender for any additional losses, out-of-pocket costs or expenses which it may reasonably incur as a result of such payment or nonpayment, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.

Section 2.09 Increased Costs.

(a) Eurodollar Rate Advances. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the calculation of the Eurodollar Rate) in or in the interpretation of any law or regulation following the date of this Agreement or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) not complied with prior to the date of this Agreement, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), immediately pay to the Administrative Agent for the account of such Lender additional amounts (without duplication of any other amounts payable in respect of increased costs) sufficient to compensate such Lender for such increased cost; provided, however, that, before making any such demand, each Lender agrees to use commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost and detailing the calculation of such cost submitted to the Borrower and the Administrative Agent by such Lender at the time such Lender demands payment under this Section shall be conclusive and binding for all purposes, absent manifest error.

(b) Capital Adequacy. If any Lender determines in good faith that compliance with any law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) implemented or effective after the date of this Agreement affects or would affect the amount of capital required or expected to be maintained by such Lender and that the amount of such capital is increased by or based upon the existence of such Lender’s commitment to lend then, upon 30 days prior written notice by such Lender (with a copy of any such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts (without duplication of any other amounts payable in respect of increased costs) sufficient to compensate such Lender, in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s commitment to lend under this Agreement A certificate as to such amounts and detailing the calculation of such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

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Section 2.10 Payments and Computations.

(a) Payment Procedures. Except if otherwise set forth herein, the Borrower shall make each payment under this Agreement and under the Notes not later than 12:00 noon (New York, New York time) on the day when due in Dollars to the Administrative Agent at the location referred to in the Notes (or such other location as the Administrative Agent shall designate in writing to the Borrower) in same day funds. The Administrative Agent will on the same day cause to be distributed like funds relating to the payment of principal, interest or fees (other than amounts payable solely to the Administrative Agent, or a specific Lender pursuant to Section 2.03(b), 2.03(c), 2.06(c), 2.08, 2.09, 2.11 or 2.12 but after taking into account payments effected pursuant to Section 10.04) ratably to the Lenders in accordance with, in the case of a payment made in respect of a Borrowing, each Lender’s Pro Rata Share, for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.

(b) Computations. All computations of interest based on the Adjusted Base Rate shall be made by the Administrative Agent on the basis of a year of 365 days and all computations of fees and interest based on the Eurodollar Rate and the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day, but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Administrative Agent of an interest rate shall be conclusive and binding for all purposes, absent manifest error.

(c) Non-Business Day Payments. Whenever any payment shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(d) Administrative Agent Reliance. Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to the Lenders that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender, together with interest, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate for each such day.

(e) Application of Payments. Unless otherwise specified in Section 2.07 hereof, whenever any payment received by the Administrative Agent under this Agreement is insufficient to pay in full all amounts then due and payable under this Agreement and the Notes, such payment shall be distributed and applied by the Administrative Agent and the Lenders in the following order: first, to the payment of fees and expenses due and payable to the Administrative Agent under and in connection with this Agreement or any other Credit

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Document; second, to the payment of all expenses due and payable under Section 2.11(c), ratably among the Lenders in accordance with the aggregate amount of such payments owed to each such Lender; third, [Intentionally Omitted]; fourth, to the payment of all other fees due and payable under Section 2.03; fifth, to the payment of the interest accrued on all of the Notes, and sixth to the payment of the principal amount of all of the Notes, regardless of whether any such amount is then due and payable, ratably among the Lenders in accordance with the aggregate accrued interest plus the aggregate principal amount owed to such Lender in the following order (A) first, to repay the outstanding principal of Term Advances, and (B) second, to repay the outstanding principal of Revolving Advances. The Term Facility Amount shall be reduced by the amount of all prepayments of Term Advances pursuant to this subsection and may not be reborrowed.

(f) Register. The Administrative Agent shall record in the Register the Commitment and the Advances from time to time of each Lender and each repayment or prepayment in respect to the principal amount of such Advances of each Lender. Any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided however, that failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s obligations hereunder in respect of such Advances.

Section 2.11 Taxes.

(a) No Deduction for Certain Taxes. Any and all payments by the Borrower shall be made, in accordance with Section 2.10, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, and the Administrative Agent, taxes imposed on its income, and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender, or the Administrative Agent (as the case may be) is organized or carries on business (other than as a result of a connection arising primarily from the Lender, or the Administrative Agent (as the case may be) having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement) or any political subdivision of the jurisdiction (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”) and, in the case of each Lender, Taxes by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision of such jurisdiction. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable to any Lender, or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11), such Lender, or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made; provided, however, that if the Borrower’s obligation to deduct or withhold Taxes is caused solely by such Lender’s, or the Administrative Agent’s failure to provide the forms described in paragraph (e) of this Section 2.11 and such Lender, or the Administrative Agent could have provided such forms or if such Lender, or the Administrative Agent (as the case may be) fails to comply with Section 2.11(g), no such increase shall be required; (ii) the Borrower shall make such deductions; and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Legal Requirements.

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(b) Other Taxes. In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the Notes, or the other Credit Documents (hereinafter referred to as “Other Taxes”).

(c) Indemnification. The Borrower indemnifies each Lender, and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any Governmental Authority on amounts payable under this Section 2.11) paid by such Lender, or the Administrative Agent (as the case may be) and any liability (including interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Each payment required to be made by the Borrower in respect of this indemnification shall be made to the Administrative Agent for the benefit of any party claiming such indemnification within thirty (30) days from the date the Borrower receives written demand detailing the calculation of such amounts therefor from the Administrative Agent on behalf of itself as Administrative Agent, or any such Lender. If any Lender, or the Administrative Agent, receives a refund, offset, credit or deduction in respect of any Taxes or Other Taxes paid by the Borrower under this paragraph (c), such Lender, or the Administrative Agent, as the case may be, shall promptly pay to the Borrower the Borrower’s share of such refund, offset, credit or deduction, received by or credited to the Lender, or the Administrative Agent, as the case may be, (reduced by any Taxes imposed on the Lender or the Administrative Agent, as the case may be, by reason of the receipt, accrual or payment of such refund, offset, credit or deduction).

(d) Evidence of Tax Payments. The Borrower will pay, prior to delinquency, all Taxes and Other Taxes. Within 30 days after the date of any payment of Taxes, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 10.02, the original or a certified copy of a receipt evidencing payment of such Taxes or Other Taxes.

(e) Foreign Lender Withholding Exemption. Each Lender that is not incorporated under the laws of the United States of America or a state thereof agrees that it will deliver to the Borrower and the Administrative Agent on the date of this Agreement or upon the effectiveness of any Assignment and Acceptance two duly completed copies of the Prescribed Forms, as the case may be, certifying in each case that such Lender is entitled to receive payments under this Agreement and the Notes payable to it, without deduction or withholding of any United States federal income taxes. Each Lender which delivers to the Borrower and the Administrative Agent a Prescribed Form further undertakes to deliver to the Borrower and the Administrative Agent on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower and the Administrative Agent two further copies of a replacement Prescribed Form. If an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any delivery required by the preceding sentence would otherwise be required which renders all such forms inapplicable or which would prevent any Lender from duly completing and delivering any such letter or form with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Prescribed Form establishing an exemption from, or a reduced rate of, United States backup withholding

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tax, such Lender shall not be required to deliver such forms. The Borrower shall withhold tax at the rate and in the manner required by the laws of the United States with respect to payments made to a Lender failing to timely provide the Prescribed Forms.

(f) Nothing in this Section 2.11 shall require any Lender, or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary, in its sole discretion).

(g) If any Lender claims any additional amounts payable pursuant to this Section 2.11, then such Lender shall use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that would be payable or may thereafter accrue and would not be otherwise disadvantageous to such or Lender.

Section 2.12 Illegality. If any Lender shall notify the Administrative Agent and the Borrower that the introduction of or any change in or in the interpretation of any Legal Requirement makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful for such Lender or its Eurodollar Lending Office to perform its obligations under this Agreement to maintain any Eurodollar Rate Advances of such Lender then outstanding hereunder, then, notwithstanding anything herein to the contrary, the Borrower shall, if demanded by such Lender by notice to the Borrower and the Administrative Agent no later than 12:00 noon (New York, New York time), (a) if not prohibited by Legal Requirement to maintain such Eurodollar Rate Advances for the duration of the Interest Period, on the last day of the Interest Period for each outstanding Eurodollar Rate Advance of such Lender or (b) if prohibited by Legal Requirement to maintain such Eurodollar Rate Advances for the duration of the Interest Period, on the second Business Day following its receipt of such notice from such Lender, Convert all Eurodollar Rate Advances of such Lender then outstanding to Adjusted Base Rate Advances, and pay accrued interest on the principal amount Converted to the date of such Conversion and amounts, if any, required to be paid pursuant to Section 2.08 as a result of such Conversion being made on such date. Each Lender agrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Section 2.13 Release and Substitution of Collateral.

(a) Provided that no Default or Event of Default has occurred and is continuing, prior to the date which is ninety (90) days prior to the Revolving Maturity Date, Borrower shall have the right, from time to time, to obtain a release of a Real Property Asset from the Lien of the related Security Instrument and Credit Documents (a “Release Property”) upon delivery to Administrative Agent of a written request for such release at least fifteen (15) Business Days prior to the requested release date. In the event Borrower seeks to obtain such a release for itself or any other applicable Loan Party, Administrative Agent shall release such Real Property Asset only upon receipt by Administrative Agent of the following:

(i) A recalculation of Maximum Availability by Borrower assuming the release of the Release Property and calculation of the difference (positive or negative) between said recalculated Maximum Availability and the aggregate amount of the outstanding Obligations;

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(ii) If said recalculated Maximum Availability is less than the aggregate amount of the outstanding Obligations, a wire transfer of immediately available federal funds in an amount equal to such shortfall, together with all accrued interest on the portion of the Obligations being pre-paid and any costs and expenses incurred by Administrative Agent to effect the Transaction contemplated by this Section, including the related Funding Costs as a result of such prepayment; and

(iii) A certificate of a Responsible Officer of Parent together with other evidence reasonably satisfactory to Administrative Agent (which shall include the certificate described in Section 5.05(a)(i)) certifying that all covenants, terms and conditions of this Agreement continue to be satisfied, and specifically that (x) the Real Property Assets remaining encumbered by the Liens of the Security Instruments (A) satisfy the Minimum Real Property Asset Covenant, and (B) after giving effect to the payment described in clause (ii) above continue to satisfy the Availability Covenant, (y) there are no superior or subordinate liens (other than Permitted Liens), mortgages, deeds of trust or other security instruments, as the case may be, encumbering the Real Property Assets remaining encumbered by the Lien of the Security Instruments.

(iv) Such title endorsements effecting adjustments in the amount of coverage provided by title insurance policies on the remaining Real Property Assets necessitated, as reasonably determined by Administrative Agent, by adjustment in the Allocated Loan Amounts determined pursuant to Section 2.13.

Simultaneously with compliance with the conditions set forth in clauses (i), (ii), (iii) and (iv) above, Administrative Agent and the Lenders shall release the Lien with respect to all Collateral relating to the applicable Real Property Asset(s).

(b) Provided that no Default or Event of Default has occurred and is continuing, prior to the date which is ninety (90) days prior to the Revolving Maturity Date, Borrower shall have the right, subject to the consent of the Required Lenders (which in this case must include the Administrative Agent), which shall not be unreasonably withheld, and Administrative Agent’s or such Required Lenders’ due diligence review as provided below, to obtain a release of a Release Property and concurrent substitution of one or more fully licensed, stabilized and operating hospitality properties owned in fee simple by Borrower, which is an Eligible Property (a “Substitute Property”), and subjects Substitute Property to the Lien of a new mortgage, deed of trust, deed to secure debt or similar security instruments, in the same form and substance as the Security Instruments (“Substitute Mortgage”) and to the Lien of the Credit Documents, as a first lien thereon subject to Permitted Liens; provided, however, Lender’s consent to such release and substitution shall be conditioned on, among other things, receipt by Administrative Agent of the following in form and substance reasonably satisfactory to Administrative Agent and each of said Required Lenders where indicated:

(i) Evidence that the Substitute Property is fully operational and stabilized, as reasonably determined by Administrative Agent.

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(ii) An Appraisal of the Substitute Property prepared within six (6) months prior to delivery which is satisfactory to the Lenders.

(iii) An opinion of Borrower’s counsel stating that (A) the Substitute Mortgage and the Credit Documents by which the Substitute Property will be encumbered have been duly authorized, executed and delivered by Borrower and are valid and enforceable in accordance with their terms, subject to bankruptcy and equitable principles, (B) Borrower is, if required by applicable law, qualified to do business and in good standing under the laws of the jurisdiction where the Substitute Property is located, (C) the encumbrance of the Substitute Property with the Lien of the Substitute Mortgage and the Credit Documents shall not cause a breach of, or a default under, any agreement, document or instrument to which Borrower, the Parent, the Operating Partnership or any of their Subsidiaries is a party or to which it or its properties are bound or affected, (D) the anticipated release and substitution will not affect the status of the Parent as a REIT as a qualified real estate investment trust under Section 856 of the Code and (E) the Loan does not violate any usury or other applicable laws; and (F) the Substitute Mortgage and Financing Statements are in proper form for recording/filing, and when recorded or filed, as applicable, will create a Lien against the intended Collateral, and with respect to the Financing Statements, create a perfected security interest in the intended Collateral.

(iv) A certification by Borrower that (A) the certificates, opinions and other instruments which have been or are therewith delivered to or deposited with Administrative Agent in connection with such release and substitution conform to the requirements of this Agreement and the Security Instruments, (B) all conditions precedent herein have been complied with or have been waived by Administrative Agent and (C) all conditions precedent to the delivery of the Substitute Mortgage and Credit Documents contained in this Agreement have been fulfilled or have been waived by Administrative Agent.

(v) Evidence that the Borrower, the Parent, the Operating Partnership, the Subsidiaries of the Parent and the Operating Partnership and the other Loan Parties are, and will remain after the consummation of the transaction, Solvent.

(vi) Original executed counterparts of the Substitute Mortgage, the Approved Participating Lease Subordination Agreement, the Assignment of Leases and Rents and the other Credit Documents encumbering the Substitute Property including, without limitation, financing statements, consents, control agreements or other documents necessary to grant or perfect Administrative Agent’s first priority security interest, subject to Permitted Liens, on behalf of the Lenders in the fixtures and personalty located thereon and the Rents and Accounts Receivable derived therefrom.

(vii) A Title Policy insuring the lien of the Substitute Mortgage, as well as such endorsements effecting adjustments in the amount of coverage provided by the Title Policies on existing Real Property Assets necessitated, as reasonably determined by Administrative Agent, by adjustment in the Allocated Loan Amounts determined pursuant to Section 2.13.

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(viii) Evidence to the effect that the Substitute Property and the use thereof are in substantial compliance with the applicable zoning, subdivision, and all other applicable federal, state or local laws and ordinances affecting the Substitute Property, and that all building and operating licenses and permits necessary for the use and occupancy of the Substitute Property for purposes ordinary and customary in the industry of the Hospitality/Leisure Related Business including, but not limited to, current certificates of occupancy, have been obtained and are in full force and effect.

(ix) An Environmental Report dated within six (6) months prior to delivery reasonably satisfactory to Administrative Agent.

(x) Payment of all Transaction Costs incurred by Administrative Agent in connection with the release of any Release Property and the inclusion of any Substitute Property as Collateral.

(xi) A current new survey or updated survey or a survey dated no later than three (3) years prior to the date of the proposed substitution, together with an affidavit from the Borrower that no change has occurred with respect to the state of fact set forth on such survey (provided that the Title Company issuing the Title Policy shall issue a “land same as survey” endorsement and insure Lender against any loss relating to any state of fact that a current survey of the Substitute Property would show), as determined by Administrative Agent in its reasonable discretion, of the Substitute Property certified to Administrative Agent, as Administrative Agent for the Lenders, its successors and assigns, in such form and as of such date that the Title Companies shall agree to omit the standard survey exception from the related Title Policy, prepared by a land surveyor licensed in the state where the Substitute Property is located pursuant to the 1999 ALTA/ACSM Minimum Standard Requirements Detail for Land Title Surveys, showing such Table A items as may be reasonably required by Administrative Agent and meeting the requirement of an Urban Survey thereunder (or other equivalent standard reasonably satisfactory to Administrative Agent and its counsel), and otherwise reasonably acceptable to Administrative Agent.

(xii) Payment of all recording charges, filing fees, taxes, or other expenses, including but not limited to intangibles taxes and documentary stamp taxes in connection with the recording of the Substitute Mortgage and the Lien necessary to grant and perfect Lenders’ first priority lien on and security interest in the Substitute Property for the benefit of Administrative Agent on behalf of each Lender.

(xiii) An Engineering Report dated within six (6) months of delivery prepared by an independent licensed engineer reasonably satisfactory to the Required Lenders, prepared in accordance with Administrative Agent’s then current guidelines for property inspection reports applicable to the types of properties, locations and loan types as Substitute Property and this Loan, stating, among other things, that the Substitute

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Property is in good condition and repair and free of damage or waste and is in material compliance with all Access Laws and is otherwise satisfactory to the Required Lenders.

(xiv) Annual operating statements and occupancy statements for the Substitute Property for Borrower’s most recent three (3) Fiscal Years (and such prior Fiscal Years as reasonably required by Administrative Agent in order for Administrative Agent to perform its due diligence review with respect to the Substitute Property), together with a year to date operating statement, current occupancy statements, and a budget for the current Fiscal Year of Borrower (and/or other appropriate Loan Party as reasonably determined by Administrative Agent), each certified by Borrower and the other appropriate Loan Party, if applicable, and a certificate of no material adverse change since the date thereof executed by an officer of the general partner of Borrower and the other appropriate Loan Party, if applicable.

(xv) Original certificates and copies of policies of insurance required by the Administrative Agent under the terms of the Substitute Mortgage for the Substitute Property and, if required by Administrative Agent, a report from Administrative Agent’s insurance consultant with respect thereto.

(xvi) Certified copies of the organizational documents of the Borrower (and/or the other appropriate Loan Party, as reasonably determined by Administrative Agent) and evidence of their due organization, existence and good standing in the state where the Substitute Property is located and in their respective states of organization.

(xvii) Certified copies of all Leases with respect to the Substitute Property (including, without limitation, any Approved Participating Lease) which are not terminable within thirty (30) days (unless an Approved Participating Lease) or contemplate or require rental payments of at least $5,000 per month, on average, and Tenant Estoppel Certificates as required by Administrative Agent.

(xviii) All Subordination, Non-Disturbance and Attornment Agreements, if any.

(xix) Certified copies of all contracts and agreements relating to the management, leasing and operation of the Substitute Property which are not terminable within thirty (30) days (unless a Franchise Agreement or an Approved Management Agreement) or contemplate or require payments of at least $5,000 per month, on average.

(xx) Such evidence as Administrative Agent reasonably deems necessary to indicate compliance with all Legal Requirements and such evidence as Administrative Agent may deem necessary or appropriate to evidence the availability of all utilities, including water, sewers, gas and electricity, as may be necessary for the use of the Substitute Property as intended.

(xxi) In the event the property owner is not already a Borrower, documentation reasonably acceptable to the Administrative Agent executed by such property owner wherein such property owner shall join in and be bound by the Credit Documents as a Borrower.

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(xxii) An Assignment and Subordination of Management Agreement from the manager under the Management Agreement, if any, for the Substitute Property, along with a certified copy of the Management Agreement, if any.

(xxiii) A Franchisor Estoppel and Recognition Letter from the franchisor under the Franchise Agreement, if any, for the Substitute Property.

(xxiv) Certified copies of the most recent Quality Assurance Reports, if any.

(xxv) Financing Statements.

(xxvi) A certification by a Responsible Officer of Parent certifying that all of the representations and warranties contained in the Security Instruments and in the other Credit Documents, after giving effect to the substitution of the Substitute Property, are true and correct with respect to the Substitute Property and that there is no Default or Event of Default hereunder.

(xxvii) A certificate of a Responsible Officer of Parent together with other evidence satisfactory to Administrative Agent (which shall include the certificate described in Section 5.05(a)(i) that after the substitution of a Substitute Property and the release of the Release Property and payment of any shortfall in Maximum Availability as described below, the Availability Covenant is satisfied, and that all other covenants, terms and conditions of this Agreement continue to be satisfied.

(xxviii) Borrower has otherwise complied with all conditions precedent to an Advance under Article III of this Agreement unless waived by Administrative Agent.

(xxix) UCC Searches with respect to the Substitute Property, the Borrower (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent), the Approved Participating Lessee and the general partner or managing member of the Borrower (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent), as applicable.

(xxx) The Administrative Agent shall have received reasonably satisfactory evidence indicating which portions of any of the Substitute Property are in a flood plain.

(xxxi) Each depository institution which shall hold any Minimum Capital Expenditure Reserve Account or Deferred Maintenance Account with respect to the Substitute Property shall enter into a Control Agreement with Administrative Agent and Borrower or other applicable Loan Parties in form and substance satisfactory to Lender, and such depository institution shall name the accounts “Lehman Commercial Paper, Inc. as Agent for one or more Lenders, as Secured Party”, or as Administrative Agent shall hereinafter determine.

(xxxii) Certified Resolutions, etc. The Administrative Agent shall have received a certificate of the secretary or assistant secretary of the managing member or general partner, as applicable, of Borrower (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent) certifying (i) the names and true signatures of the

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incumbent officers of such Person authorized to sign the Substitute Mortgage and other applicable Credit Documents, (ii) the operating agreement of such Person as in effect on the date of the proposed substitution, (iii) the resolutions of such Person’s member or board of directors, as applicable, approving and authorizing the execution, delivery and performance of all Credit Documents executed by such Person, and (iv) that there have been no changes in the certificate of formation of such Person since the date of the most recent certification thereof by the appropriate Secretary of State.

(xxxiii) Consents, Licenses, Approvals, etc. The Administrative Agent shall have received certified copies of all material consents, licenses and approvals (including, but not limited to, government approvals), if any, required (i) in connection with the execution, delivery and performance by Borrower (and/or other appropriate Loan Party as reasonably determined by Administrative Agent) and the other Loan Parties, and the validity and enforceability, of the Credit Documents, or (ii) in connection with any of the Transactions, or operation of any Substitute Property and such consents, licenses and approvals shall be in full force and effect.

(xxxiv) If the Property Owner of the Substitute Property is not already a Borrower, then such new Property Owner shall be controlled by the Parent and owned by the Parent and the Operating Partnership as set forth in Section 5.02(f) hereof, and (i) shall assume all the obligations of Borrower under this Agreement, the Notes and the other applicable Credit Documents and (ii) shall become a party to this Agreement, the Notes and the other applicable Credit Documents and shall be bound by the terms and provisions thereof as if it had executed this Agreement, the Notes and the other applicable Credit Documents and shall have the rights and obligations of Borrower, mortgagor and pledgor thereunder.

(xxxv) Such other certificates, opinions, documents and instruments relating to the substitution reasonably requested by Administrative Agent and all corporate matters, other documents (including, without limitation, all documents referred to herein and not appearing as exhibits hereto) and all legal matters in connection with the substitution shall be reasonably satisfactory in form and substance to Administrative Agent.

In connection with such a release and substitution, the Maximum Availability shall be recalculated by Borrower, which recalculation shall be subject to the review and approval of Administrative Agent, provided that any such recalculation so approved by the Administrative Agent shall be subject to correction in the event Borrower or any Lender determines that it contains a material manifest error. Simultaneously with the recordation of the Substitute Mortgage, in the event the Maximum Availability will be reduced below the aggregate amount of the Obligations, Borrower shall deliver to Administrative Agent, by wire transfer of immediately available funds, an amount equal to such shortfall, together with all accrued interest on the Advance being paid, plus any costs and expenses incurred by Administrative Agent to effect the transaction contemplated by this Section, including any related Funding Costs resulting from any prepayment. Immediately after such recordation and payment, Administrative Agent and the Lenders shall release their Lien with respect to the Collateral relating to the Release Property.

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(c) Upon receipt of the items described in Section 2.13(b) above which are subject to review and approval by the Required Lenders, Administrative Agent shall promptly deliver them to the Lenders. Each of the Lenders shall have ten (10) Business Days after it has received each and every one of such items to review same. Administrative Agent shall have ten (10) Business Days after it has received each and every one of the items described in Section 2.13 to review same. In the event Administrative Agent fails to inform Borrower whether the Required Lenders as described above approve or disapprove the proposed Substitute Property within ten (10) Business Days after each of the Lenders has received each of such items in accordance with the foregoing, said Required Lenders shall be deemed to have given their approval.

(d) In connection with any release or release and substitution, Administrative Agent shall revise Schedule 4.23 hereto to reflect the release of the Release Property or release of the Release Property and addition of the Substitute Property and to adjust the Allocated Loan Amounts as Administrative Agent deems necessary among the Real Property Assets, which adjustment shall be deemed effective upon the occurrence of such release or release and substitution in accordance with the terms and conditions hereof.

Section 2.14 Determination of Leverage Ratio and Senior Unsecured Leverage Ratio. The Leverage Ratio shall be determined by the Administrative Agent, as follows:

(a) Quarterly. On the Status Reset Date, the Administrative Agent shall determine the Leverage Ratio and the Senior Unsecured Leverage Ratio as of the last day of the immediately preceding Fiscal Quarter upon receipt of a Compliance Certificate setting forth the components of the Leverage Ratio and the Senior Unsecured Leverage Ratio as of such date.

(b) Adjustments. Following each making, of an acquisition or disposition by the Parent or its Subsidiary of a Hotel Property or any of the Parent’s or its Subsidiary’s other Investments or Non-Replaced Property with an Investment Amount in excess of $5,000,000 or the incurrence by the Parent or its Subsidiary of additional Indebtedness (excluding any Obligations) in excess of $5,000,000 (an “Adjustment Event”), and the Administrative Agent’s receipt of an Adjustment Report with respect thereto, the Administrative Agent shall adjust the Leverage Ratio and the Senior Unsecured Leverage Ratio accordingly.

Section 2.15 Lender Replacement.

(a) Right to Replace. The Borrower shall have the right to replace each Lender either (i) affected by a condition under Section 2.02(c)(vi), 2.09, 2.11, or 2.12 for more than 60 days or (ii) that refuses to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by 51% of the Non-Defaulting Lenders entitled to vote on such proposed change, waiver, discharge or termination, as (and to the extent) provided in Section 10.01 (each such affected or non-consenting Lender, an “Affected Lender”) in accordance with the procedures in this Section 2.15 and provided that no reduction of the total Commitments or Advances occurs as a result thereof.

(b) Replacement Allocation.

(i) Upon the occurrence of any condition permitting the replacement of a Lender, the Administrative Agent in its sole discretion shall have the right to reallocate

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the amount of the Commitments or Advances, as applicable, of the Affected Lenders to Persons who desire to increase their Commitments or Advances, as applicable, including without limitation to Persons which are not already party to this Agreement but which qualify as Eligible Assignees, which election shall be made by written notice within 30 days after the date such condition occurs.

(ii) If the aggregate amount of the reallocated Commitments is less than the Commitments of the Affected Lenders, or reallocated Advances is less than the Advances of the Affected Lenders, (A) the respective Commitments or Advances, as applicable, of the Lenders which have received such reallocated Commitments or Advances, as applicable, shall be increased by the respective amounts of their proposed reallocations to the extent any such Lender agrees to such increase, and (B) the Borrower shall have the right to add additional Lenders which are Eligible Assignees to this Agreement to replace such Affected Lenders, which additional Lenders would have aggregate Commitments or Advances, as applicable, no greater than those of the Affected Lenders minus the amounts of the Commitments or Advances, as applicable, already reallocated.

(iii) Notwithstanding any provision in this Section 2.15 to the contrary, (A) no Lender may have such Lender’s Commitment or Advances, as applicable, increased pursuant to the provisions of this Section 2.15 without such Lender’s written consent and (B) no Lender except for an Affected Lender may have such Lender’s Commitment or Advances, as applicable, decreased pursuant to the provisions of this Section 2.15 without such Lender’s written consent.

(c) Procedure. Any assumptions of Commitments or Advances, as applicable, pursuant to this Section 2.15 shall be (i) made by the purchasing Lender or Eligible Assignee and the selling Lender entering into an Assignment and Assumption and by following the procedures in Section 10.06 for adding a Lender. In connection with the reallocation of the Commitments or Advances, as applicable, of any Lender pursuant to the foregoing paragraph (b), each Lender with a reallocated Commitment or Advances, as applicable, shall purchase from the Affected Lenders at par such Lender’s ratable share of the outstanding Advances of the Affected Lenders.

Section 2.16 Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) (i) on account of the Advances made by it in excess of its Pro Rata Share of payments or collateral on account of the Advances obtained by all the Lenders, such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances, made by them or held by them as shall be necessary to cause such purchasing Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the requirements of this Agreement with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (a) the amount of such Lender’s required repayment to the purchasing Lender to

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(b) the total amount of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by Legal Requirement, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 2.17 Increasing Maximum Availability. Borrower may, prior to the Revolving Maturity Date and subject to the limitations set forth herein, increase the Maximum Availability by offering to add additional properties which are Eligible Properties as security for the Loan and encumbering them with the Lien of the Security Instruments and the Credit Documents (each, a “New Property”). If the Required Lenders (which in this case must include the Administrative Agent) consent to the addition of any such New Property, which consent will not be unreasonably withheld, then, subject to continued satisfaction of the Availability Covenant (after giving effect to such New Property), and all the covenants, terms and conditions in this Agreement and specifically this Section 2.17 are complied with, the Maximum Availability shall be increased when New Properties have been encumbered by the Lien of the Security Instruments and the Credit Documents by an amount equal to the Maximum Availability allocable to the New Property (subject to the limitations set forth in the definition of Maximum Availability in Section 1.01 hereof), provided that each New Property be encumbered by the Lien of the Security Instruments and the Credit Documents within forty-five (45) days after notification by the Administrative Agent to Borrower that such New Property is satisfactory to said Required Lenders.

In addition to the restrictions set forth above, to add a New Property as Collateral and a Real Property Asset hereunder, each of the following conditions precedent must be satisfied:

(a) No Default or Event of Default has occurred and is continuing or would result from the consummation of the proposed addition of the New Property;

(b) Borrower has executed and delivered to Administrative Agent (at Borrower’s sole cost and expense) all of the documents, certifications and opinions required under Section 2.13(b) for a Substitute Property and has complied with all of the conditions contained in Section 2.13 with respect to a Substitute Property or such conditions have been waived by Administrative Agent; and

(c) The Required Lenders and the Administrative Agent as described above must approve or be deemed to have approved the proposed New Property in accordance with the terms and conditions of Section 2.13(c).

In connection with such addition, Administrative Agent shall revise Schedule 4.23 hereto to reflect the addition of the New Property and to adjust the Allocated Loan Amounts as Administrative Agent deems necessary among the Real Property Assets, which adjustment shall be deemed effective upon the occurrence of such addition in accordance with the terms and conditions hereof. Also in connection with such addition, the Maximum Availability shall be recalculated by Borrower, which recalculation shall be subject to the review and approval of

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Administrative Agent, provided that any such recalculation so approved by the Administrative Agent shall be subject to correction in the event Borrower or any Lender determines that it contains a material manifest error. No increase in the Maximum Availability may take place after the Revolving Maturity Date.

Section 2.18 Availability Covenant. In the event that Borrower is no longer in compliance with the Availability Covenant by virtue of (i) Borrower’s receipt of written notice from the Administrative Agent that the Availability Covenant is no longer satisfied, (ii) Borrower’s delivery of the Section 5.05(a)(i) certificate indicating that the Availability Covenant is no longer satisfied (or, if such certificate is not delivered on or prior to the date provided for in Section 5.05(a)(i), the date on which such certificate was required to be delivered thereunder) or (iii) Borrower’s determination that the Availability Covenant is no longer satisfied, then Borrower shall have thirty (30) days to either repay, without penalty or premium (other than as provided in Section 2.08 and 2.09), that amount of the Loan necessary to cause compliance with the Availability Covenant or to cause the addition of a New Property as additional Collateral and a Real Property Asset pursuant to the terms of this Section 2.18 and Section 2.17 in order to cause compliance with such covenant. In order to elect to add a New Property in satisfaction of the foregoing, Borrower must deliver to Administrative Agent, within five (5) Business Days after receipt of any notice or determination of a breach of the Availability Covenant, a “Request For Additional Collateral” substantially in the form of Exhibit N hereto, executed by a Responsible Officer of the Borrower, which request shall contain a certification that the Borrowing Base Value for the New Property would be sufficient to satisfy the Availability Covenant, taking into account the limitations set forth in the definition of Maximum Availability, if combined with the Borrowing Base Values for the then existing Eligible Properties. If Borrower complies with all of the conditions in this Section 2.18 and Section 2.17, including, without limitation, obtaining the consent of the Required Lenders as described therein, within said thirty (30) day time period, Borrower shall not be required to repay any portion of the Loan as a result of such breach of the Availability Covenant. If however, (x) Borrower shall fail to timely deliver a Request For Additional Collateral, (y) the proposed New Property offered by Borrower is not satisfactory to said Required Lenders and the Administrative Agent in their reasonable discretion or (z) if the proposed New Property is satisfactory to said Required Lenders and the Administrative Agent, but Borrower shall fail to timely encumber such New Property with the Liens of the Credit Documents pursuant to Section 2.17 within the thirty (30) day time period provided above, then Borrower must immediately repay the amount described above and, in the event of Borrower’s failure to do so, an Event of Default shall be deemed to have occurred. Notwithstanding any of the foregoing to the contrary, if the Maximum Availability is ever less than fifty percent (50%) of the Facility Amount, Borrower shall immediately prepay the Loan in full and Borrower shall be deemed to have elected to terminate the Loan pursuant to Section 2.04.

Section 2.19 Adjustment of Allocated Loan Amounts upon Addition of New Property. Upon the addition of any New Property pursuant to Section 2.17 or 2.18, Administrative Agent shall revise Schedule 4.23 to reflect the addition of such New Property or Properties and to adjust the Allocated Loan Amounts as the Administrative Agent deems necessary among the Real Property Assets.

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Section 2.20 Additional Borrowers. If an additional entity is joined as a borrower under the Loan as a result of adding any Substitute Property or New Property to be encumbered by a Security Instrument and the other Credit Documents, each such additional entity (individually, an “Additional Borrower” and collectively “Additional Borrowers”) (i) shall be (a) controlled by the Parent and owned by the Parent and Operating Partnership as set forth in Section 5.02(f) hereof, (b) a “restricted subsidiary” of the Operating Partnership pursuant to the Senior Note Indenture, (ii) shall, upon approval by the Administrative Agent and execution of a written agreement acceptable to Administrative Agent, wherein such additional entity shall assume the obligations under (on the part of the Borrower to be performed) and become a party to and be bound by the Notes, this Agreement and the other applicable Credit Documents, be deemed to be a “Borrower” for the purpose of this Agreement and the other Credit Documents and (iii) shall be required to deliver and execute such documents as required by and otherwise satisfy and comply with the requirements of this Agreement and the other Credit Documents.

ARTICLE III

CONDITIONS OF LENDING

Section 3.01 Conditions Precedent to the Initial Advance. The obligation of Administrative Agent and each Lender to make any Advance of the Loan (in accordance with its Pro Rata Share) which shall result in the aggregate outstanding Advances under the Loan to equal the principal amount of no greater than $50,000,000 on or subsequent to the Closing Date is subject to the satisfaction by Borrower on or prior to the Closing Date of the following conditions precedent:

(a) Credit Documents.

(i) Senior Secured Credit Agreement. Borrower, each Lender, and Administrative Agent shall have executed and delivered this Agreement to the Administrative Agent.

(ii) The Notes. Borrower shall have executed and delivered to the Administrative Agent the Notes in the amount, maturity and as otherwise provided herein.

(b) Opinions of Counsel. The Administrative Agent shall have received legal opinions, dated the Closing Date, from counsel to the Borrower, the IDOT Guarantor, and, if applicable, the Parent and the Operating Partnership licensed to practice law in the jurisdictions where such Persons are formed, in form and substance satisfactory to the Administrative Agent and their counsel, opining that, among other things: (i) this Agreement, the Notes and the other Credit Documents have been duly authorized, executed and delivered by the Borrower and the IDOT Guarantor and are valid and enforceable in accordance with their terms, subject to bankruptcy and equitable principles; (ii) the execution and delivery of this Agreement and the Notes shall not cause a breach of, or a default under, any agreement, document or instrument to which the Borrower, the IDOT Guarantor, the Parent or the Operating Partnership is a party or to

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which they or any of their properties are bound or affected (including, without limitation the Senior Note Indentures); and (iii) the Loan does not violate any usury or other applicable laws.

(c) Organizational Documents. The Administrative Agent shall have received, (i) with respect to the Parent, the certificate of incorporation of Parent, as amended, modified or supplemented to the Closing Date, certified to be true, correct and complete by the appropriate Secretary of State as of a date not more than twenty (20) days prior to the Closing Date, together with a good standing certificate from such Secretary of State (ii) with respect to Operating Partnership, the Borrower and the IDOT Guarantor, the agreement of limited partnership or operating agreement of such Person, as amended, modified or supplemented to the Closing Date, certified to be true, correct and complete by a general partner or managing member of such Person, together with a copy of the certificate of limited partnership or articles of organization of such entity, as amended, modified or supplemented to the Closing Date, certified to be true, correct and complete by the appropriate Secretary of State as of a date not more than twenty (20) days prior to the Closing Date, together with a good standing certificate from such Secretary of State and a good standing certificate from the Secretary of State (or the equivalent thereof) of each other State in which an Initial Real Property Asset is located and/or in which each such Person is required to be qualified to transact business, each to be dated not more than twenty (20) days prior to the Closing Date, (iii) evidence reasonably satisfactory to the Administrative Agent that the Borrower and IDOT Guarantor are each a “restricted subsidiary” of the Operating Partnership pursuant to the Senior Note Indenture and (iv) evidence reasonably satisfactory to the Administrative Agent that the Parent is a REIT, including, without limitation, copies of the REIT’s real estate investment trust registration statement and all amendments thereto, any similar material documents filed with the United States Securities and Exchange Commission or issued in connection with a public offering of equity securities by the Parent.

(d) Certified Resolutions, etc. The Administrative Agent shall have received a certificate of the secretary or assistant secretary of the managing member or general partner, as applicable, of the Borrower and the IDOT Guarantor certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign the applicable Credit Document, (ii) the operating agreement of such Person as in effect on the Closing Date, (iii) the resolutions of such Person’s member or board of directors, as applicable, approving and authorizing the execution, delivery and performance of all Credit Documents executed by such Person, and (iv) that there have been no changes in the certificate of formation of such Person since the date of the most recent certification thereof by the appropriate Secretary of State.

(e) Fees and Operating Expenses. The Administrative Agent shall have received, for its and the Lenders’ account as applicable, all Transaction Costs, the Fees and other reasonable fees and expenses due and payable hereunder on or before the Closing Date, including, without limitation, those relating to any syndication of the Loan, the costs of all engineering, environmental and real property appraisal reports required to be delivered hereunder, and the reasonable fees and expenses accrued through the date of such proposed Advance, of counsel retained by Administrative Agent.

Section 3.02 Advances in Excess of $50,000,000. The obligation of Administrative Agent and each Lender to make an Advance under the Loan (in accordance with its Pro-Rata Share) which shall result in the aggregate outstanding Advances under the Loan to equal the

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principal amount in excess of $50,000,000 is further subject to the satisfaction on the date such Advance is made of the following conditions precedent:

(a) Modification of the Credit Documents relating to the Initial Real Property Assets. With respect to the Initial Real Property Assets, the Initial Borrower and the IDOT Guarantor, the following conditions shall be satisfied:

(i) Modification Agreements. Administrative Agent shall have received modification agreements fully executed by all appropriate Loan Parties (and other parties to such Credit Documents) with respect to all Credit Documents relating to the Initial Real Property Assets, reflecting, among other things, the increase in the Facility Amount and the amendment and restatement of the Existing Lehman Credit Agreement by this Agreement, in such form as Administrative Agent shall require.

(ii) Opinion Letters. Administrative Agent shall have received legal opinions dated as of the date of such Advance from legal counsel to such Loan Parties in a form acceptable to Administrative Agent with respect to the enforceability of such modifications to the Credit Documents, the authority of the applicable Loan Parties to execute and deliver such modification documents, the matters described in Section 3.01(b) (but with respect to such modification documents) and such other matters as Administrative Agent shall reasonably require.

(iii) Organization Documents. Administrative Agent shall have received the documentation described in Section 3.01(c), provided the reference in such Section 3.01(c) to the Closing Date shall, for the purposes hereof, be deemed to be the date of the proposed Advance.

(iv) Certified Resolutions, etc. The Administrative Agent shall have received the documentation set forth in Section 3.01(d), provided the reference is such Section 3.01(d) to the Closing Date and the Credit Documents shall, for the purposes hereof, be deemed to be the date of the proposed Advance and such modifications to such Credit Documents, respectively.

(v) UCC Searches. The Administrative Agent shall have received satisfactory (i.e., showing no Liens other than Permitted Liens) UCC searches against the Initial Real Property Assets, the Initial Borrower, IDOT Guarantor and Participating Lessees of the Initial Real Property Assets.

(vi) Title Insurance. The Administrative Agent shall have received endorsements to the existing Title Policies or new Title Policies insuring the lien of the Security Instruments encumbering the Initial Real Property Assets, as modified in accordance with Section 3.02(a)(i), in form and substance and with such endorsements as reasonably required by Administrative Agent.

(vii) Fees and Operating Expenses. The Administrative Agent shall have received, for its and the Lenders’ account as applicable, all Transaction Costs, the Fees and other reasonable fees and expenses due and payable hereunder on or before the date of such proposed Advance, including, without limitation, those relating to any

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syndication of the Loan, the costs of all engineering, environmental and real property appraisal reports required to be delivered hereunder, and the reasonable fees and expenses accrued through the date of such proposed Advance, of counsel retained by Administrative Agent.

(b) Credit Documents with respect to the Additional Real Property Assets.

(i) Security Instruments. Administrative Agent shall have received a Security Instrument with respect to each of the Additional Real Property Assets.

(ii) Assignments of Leases and Rents. Administrative Agent shall have received an Assignment of Leases and Rents with respect to each of the Additional Real Property Assets.

(iii) Approved Participating Lease Subordination Agreements. Administrative Agent shall have received an Approved Participating Lease Subordination Agreement with respect to each of the Additional Real Property Assets.

(iv) Assignments of Contracts (Borrower and Lessee). Administrative Agent shall have received an Assignment of Contracts (Borrower and Lessee) with respect to each of the Additional Real Property Assets.

(v) Franchisor Estoppel and Recognition Letters. Administrative Agent shall have received a Franchisor Estoppel and Recognition Letter with respect to each of the Additional Real Property Assets.

(vi) Subordination, Non-Disturbance and Attornment Agreements. Administrative Agent shall have received a Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to the Required Lenders with respect to each tenant identified on Schedule 3.01(e), if any.

(vii) Quality Assurance Reports. The Administrative Agent shall have received certified copies of the most recent Quality Assurance Reports as of the date of such Advance with respect to each Additional Real Property Asset, each of which shall be reasonably satisfactory to the Administrative Agent.

(viii) Flood Plain. The Administrative Agent shall have received reasonably satisfactory evidence indicating which portions of any of the Additional Real Property Assets are in a flood plain.

(ix) Assignment and Subordination of Management Agreement. Administrative Agent shall have received an Assignment and Subordination of Management Agreement with respect to each Additional Real Property Asset.

(x) Control Agreement. Each depository institution which shall hold any Minimum Capital Expenditure Reserve Account or Deferred Maintenance Account with respect to any Additional Real Property Asset shall enter into a Control Agreement with Administrative Agent and the Borrower or other applicable Loan Parties in form and

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substance satisfactory to Lender, and such depository institution shall name the accounts “Lehman Commercial Paper, Inc. as Agent for one or more Lenders, as Secured Party”, or as Administrative Agent shall hereinafter determine.

(c) Opinions of Counsel. The Administrative Agent shall have received legal opinions, dated the date of such Advance, from counsel to the Borrower, any other Loan Party, and, if applicable, the Parent and the Operating Partnership licensed to practice law in the jurisdictions where such Persons are formed and where the Additional Real Property Assets are located with respect to opinions regarding the enforceability of the Security Instruments and other matters, in form and substance satisfactory to the Administrative Agent and their counsel, opining that, among other things: (i) this Agreement and the Credit Documents have been duly authorized, executed and delivered by the Borrower and any other Loan Party and are valid and enforceable in accordance with their terms, subject to bankruptcy and equitable principles; (ii) the Borrower and the any other Loan Party are qualified to do business and in good standing under the laws of the jurisdiction in which they are respectively organized, in which they are transacting business and where the Additional Real Property Assets are located; (iii) the encumbrance of the Additional Real Property Assets with the Liens of the Credit Documents shall not cause a breach of, or a default under, any agreement, document or instrument to which the Borrower, any other Loan Party, the Parent or the Operating Partnership is a party or to which they or any of their properties are bound or affected (including, without limitation the Senior Note Indentures; (iv) the Loan does not violate any usury or other applicable laws; and (v) the Security Instruments and Financing Statements are in proper form for recording/filing, and when recorded or filed, as applicable, will create a Lien against the intended Collateral, and with respect to the Financing Statements, create a perfected security interest in the intended Collateral.

(d) Organizational Documents. The Administrative Agent shall have received, (i) with respect to the Borrower and any other Loan Party, the agreement of limited partnership or operating agreement of such Person, as amended, modified or supplemented to the date of such Advance, certified to be true, correct and complete by a general partner or managing member of such Person, together with a copy of the certificate of limited partnership or articles of organization of such entity, as amended, modified or supplemented to the date of such Advance, certified to be true, correct and complete by the appropriate Secretary of State as of a date not more than twenty (20) days prior to the date of such Advance, together with a good standing certificate from such Secretary of State and a good standing certificate from the Secretary of State (or the equivalent thereof) of each other State in which an Additional Real Property Asset is located and/or in which each such Person is required to be qualified to transact business, each to be dated not more than twenty (20) days prior to the date of such Advance, (ii) evidence reasonably satisfactory to the Administrative Agent that the Borrower and each other Loan Party are each a “restricted subsidiary” of the Operating Partnership pursuant to the Senior Note Indenture and (iii) evidence reasonably satisfactory to the Administrative Agent that the Parent is a REIT, including, without limitation, copies of the REIT’s real estate investment trust registration statement and all amendments thereto, any similar material documents filed with the United States Securities and Exchange Commission or issued in connection with a public offering of equity securities by the Parent.

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(e) Certified Resolutions, etc. The Administrative Agent shall have received a certificate of the secretary or assistant secretary of the managing member or general partner, as applicable, of the Borrower and each other Loan Party certifying (i) the names and true signatures of the incumbent officers of such Person authorized to sign the applicable Credit Document, (ii) the operating agreement of such Person as in effect on the date of such Advance, (iii) the resolutions of such Person’s member or board of directors, as applicable, approving and authorizing the execution, delivery and performance of all Credit Documents executed by such Person, and (iv) that there have been no changes in the certificate of formation of such Person since the date of the most recent certification thereof by the appropriate Secretary of State.

(f) Estoppel Certificates. The Administrative Agent shall have received a Tenant Estoppel Certificate dated as of a date no more than twenty (20) days prior to the date of such Advance from each of the parties listed on Schedule 3.01(e), if any, with respect to the leases set forth on such schedule, if any.

(g) Insurance. The Administrative Agent shall have received certificates of insurance demonstrating insurance coverage in respect of each of the Additional Real Property Assets of types, in amounts, and with insurers satisfactory to the Administrative Agent in its reasonable discretion and otherwise in compliance with the terms, provisions and conditions of the Security Instruments.

(h) Lien Search Reports. The Administrative Agent shall have received UCC Searches with respect to the Additional Real Property Assets, the Borrower (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent), the Approved Participating Lessee and the general partner or managing member of the Borrower (and/or other appropriate Loan Party, as reasonably determined by Administrative Agent), as applicable.

(i) Payment of Taxes. The Administrative Agent shall have received proof of payment of any required recording fees, mortgage recording taxes, documentary stamp taxes, intangibles taxes or other similar costs in connection with the making of such Advance, as well as any future Advances hereunder, including, without limitation, with respect to readvances of any previously repaid Advances.

(j) Financing Statements. The Administrative Agent shall have received acknowledgment copies (or other evidence of filing) of each UCC-1 Financing Statement naming the Borrower and any other Loan Party, as debtor, and Administrative Agent, as secured party, and filed in the appropriate offices of each jurisdiction where the Additional Real Property Assets, the Borrower and such other Loan Party are located.

(k) Title Insurance Policies; Surveys. The Administrative Agent shall have received (i) Title Policies insuring the lien of the Security Instruments on the Additional Real Property Assets, and (ii) a current new or updated survey or a survey dated no later than three (3) years prior to the date of the proposed Advance, together with an affidavit from the Borrower that no changes has occurred with respect to the state of facts set forth on such survey (provided that the Title Company issuing the Title Policy shall issue a “land same as survey” endorsement and insure Lender against any loss relating to any state of fact that a current survey of the Additional Real Property Asset would show) with respect to each of the Additional Real Property Assets

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certified to Administrative Agent on behalf of one or more Lenders, and each of their respective successors and assigns, in such form and of such date that the Title Companies shall agree to omit the standard survey exception from the applicable Title Policy, prepared by a land surveyor licensed in the applicable states where each Additional Real Property Asset is located pursuant to the 1999 ALTA/ACSM Minimum Standard Requirements Detail for Land Title Surveys and showing such Table A items as Administrative Agent may reasonably require and meeting the requirement of an Urban Survey thereunder (or other equivalent standard reasonably satisfactory to Administrative Agent and its counsel) and otherwise reasonably satisfactory to the Administrative Agent.

(l) Financial Statements. The Administrative Agent shall have received (i) consolidated audited financial statements of the Parent and Operating Partnership for the most recently ended Fiscal Year of the Parent and Operating Partnership, and the unaudited consolidated financial statements of the Parent and the Operating Partnership for each Fiscal Quarter of the Parent and the Operating Partnership, respectively, ending since the end of such entity’s most recent Fiscal Year, up to the Fiscal Quarter ending March 31, 2005, together with a certification from a Responsible Officer of the Parent that there has been no change since such date which could result in a Material Adverse Effect, and (ii) for each Additional Real Property Asset, annual operating statements and occupancy statements for the Borrower’s most recent Fiscal Year together with current year to date operating statements, current occupancy statements and the operating and capital budget approved by the Borrower for the current Fiscal Year, through March 31, 2005, together with a certification from a Responsible Officer of the Parent that there has been no change since such date which could result in a Material Adverse Effect. Such financial statements shall be reasonably acceptable to the Administrative Agent, and each such statement shall be certified by a Responsible Officer of the Parent that, as of the Date of such Advance, there has been no change in the financial condition of any Additional Real Property Asset or Borrower, the Operating Partnership, the Parent or any of their Subsidiaries since the date thereof which could result in a Material Adverse Effect.

(m) Environmental Matters. The Administrative Agent shall have received Environmental Reports with respect to each of the Additional Real Property Assets each of which shall be in form and substance reasonably satisfactory to the Administrative Agent.

(n) Fees and Operating Expenses. The Administrative Agent shall have received, for its and the Lenders’ account as applicable, all Transaction Costs, the Fees and other reasonable fees and expenses due and payable hereunder on or before the date of such Advance, including, without limitation, those relating to any syndication of the Loan, the costs of all engineering, environmental and real property appraisal reports required to be delivered hereunder, and the reasonable fees and expenses accrued through the date of such Advance, of counsel retained by Administrative Agent.

(o) Consents, Licenses, Approvals, etc. The Administrative Agent shall have received certified copies of all material consents, licenses and approvals (including, but not limited to, government approvals), if any, required (i) in connection with the execution, delivery and performance by the Borrower and the other Loan Parties, and the validity and enforceability, of the Credit Documents, or (ii) in connection with any of the Transactions, or operation of any Additional Real Property Asset and such consents, licenses and approvals shall be in full force and effect.

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(p) Appraisals. Each of the Lenders shall have received Appraisals acceptable to the Administrative Agent with respect to each of the Additional Real Property Assets dated within six (6) months prior to the date of such Advance.

(q) Engineering Reports. The Administrative Agent shall have received Engineering Reports with respect to each of the Additional Real Property Assets, and such report state, among other things, that each Additional Real Property Asset is in good condition and repair, free from damage and waste and is in material compliance with all Access Laws.

(r) Zoning Compliance. The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent to the effect that each of the Additional Real Property Assets and the use thereof are in substantial compliance with the applicable zoning, subdivision, and all other applicable federal, state or local laws and ordinances affecting each of the Additional Real Property Assets, and that all building and operating licenses and permits necessary for the use and occupancy of each of the Additional Real Property Assets as is ordinary and customary in the industry of the Hospitality/Leisure Related Business, including, but not limited to, current certificates of occupancy, if available, have been obtained and are in full force and effect.

(s) Leases. The Administrative Agent shall have received certified copies of all Leases which are not terminable within thirty (30) days (unless an Approved Participating Lease) or contemplate or require rental payments of at least $5,000 per month, on average, and with a term of greater than thirty (30) days, with respect to each Additional Real Property Asset, each of which shall be reasonably satisfactory to the Administrative Agent.

(t) Contracts and Agreements. The Administrative Agent shall have received certified copies of (i) all contracts and agreements relating to the management, leasing and operation of each of the Additional Real Property Assets which are not terminable within thirty (30) days or contemplate or require payments of at least $5,000 per month, on average, and with at term of greater than thirty (30) days, each of which shall be reasonably satisfactory to Administrative Agent and (ii) the Franchise Agreement and Approved Management Agreement with respect to each Additional Real Property Asset, each of which shall be reasonably satisfactory to the Administrative Agent.

(u) Representations and Warranties. The Administrative Agent shall have received a certification by the Borrower certifying that as of the date of such Advance (i) all of the representations and warranties contained in this Agreement, the Security Instruments and the other Credit Documents are true and correct with respect to each of the Additional Real Property Assets, and as applicable as set forth in each such representation and warranty, the Borrower, the Parent, Operating Partnership and their Subsidiaries, as the case may be, (ii) there is no Default or Event of Default hereunder and (iii) all documents, certificates and instruments delivered to Administrative Agent as set forth in this Section 3.02 or otherwise delivered in connection with each such Advance are true, correct and complete.

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(v) Certification as to Covenants. The Administrative Agent shall have received a certificate of Borrower together with other evidence reasonably satisfactory to the Administrative Agent, that, as of the date of such Advance and after giving effect to the Transaction to be consummated thereon, the financial covenants set forth in Article VII (including, without limitation, the Availability Covenant) are complied with, and that there is no Default or Event of Default hereunder.

(w) Certification as to Legal Requirements. The Administrative Agent shall have received such evidence as Administrative Agent shall deem reasonably necessary to establish (including, without limitation, a certificate of the Operating Partnership for itself in its capacity as managing member of Borrower) that each Additional Real Property Asset is in compliance with all Legal Requirements in all material respects as of the date of such Advance.

(x) Utilities. The Administrative Agent shall have received such evidence as Administrative Agent shall deem reasonably necessary to establish that each Additional Real Property Asset has access and availability to and is currently being provided with all utilities necessary to such Additional Real Property Asset’s operations, including, but not limited to, water, sewer, gas and electricity service.

(y) Additional Matters. The Administrative Agent shall have received such other certificates, opinions, documents and instruments relating to the Transactions as may have been reasonably requested by Administrative Agent, and all corporate and other proceedings and all other items and documents (including, without limitation, any items and documents required to be delivered pursuant to Sections 2.13 and 2.17 hereof and any other documents referred to herein and not appearing as exhibits hereto) and all legal matters in connection with the Transactions shall be reasonably satisfactory in form and substance to the Administrative Agent.

Section 3.03 Conditions Precedent to All Advances of the Loan. The obligation of Administrative Agent and each Lender to make any Advance under the Loan (in accordance with its Pro-Rata Share) is further subject to the satisfaction on the date such Advance is made of the following conditions precedent:

(a) Representations and Warranties. The representations and warranties contained herein and in the other Credit Document (other than representations and warranties which expressly speak only as of a different date) shall be true and correct in all material respects on such date both before and after giving effect to the making of such Advance.

(b) Financial Covenants; No Default or Event of Default. The Administrative Agent shall have received a Compliance Certificate of Borrower that the covenants set forth in Article VII (including, without limitation, the Availability Covenant) are complied with and that no Default or Event of Default shall have occurred and be continuing on such date either before or after giving effect to the making of such Advance.

(c) No Injunction. No law or regulation shall have been adopted, no order, judgment or decree of any governmental authority shall have been issued, and no litigation shall be pending or threatened, which in the good faith judgment of Administrative Agent would enjoin, prohibit or restrain, or impose or result in the imposition of any material adverse condition upon,

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the consummation of any of the Transactions, the making of the Advances or Borrower’s obligation to make payments (or Administrative Agent or any Lender’s rights to receive payments) in respect of the Loan and the other Obligations.

(d) No Material Adverse Effect. No event, act or condition shall have occurred after the Original Closing Date which has had or could have a Material Adverse Effect.

(e) Notice of Borrowing. The Administrative Agent shall have received a fully executed Notice of Borrowing or Notice of Conversion or Continuation, as the case may be, in respect of the Advance to be made on such date.

(f) No Litigation. Except for matters identified on Schedule 4.08 (as the same may be amended or supplemented), no actions, suits or proceedings shall be pending or threatened with respect to the Transactions or the Credit Documents, Borrower, the Parent, the Operating Partnership or any of their Subsidiaries, or with respect to the Real Property Assets, that could, individually or in the aggregate, result in a Material Adverse Effect and matters identified on Schedule 4.08, individually or in the aggregate, do not result in a Material Adverse Effect.

(g) Additional Taxes. If reasonably required by Administrative Agent, proof of payment of additional taxes and other charges based on reallocations of Allocated Loan Amounts pursuant to the terms of this Agreement or, if required under the Legal Requirements of the state in which a Real Property Asset is located, based on the readvance of previously repaid Loan proceeds.

(h) No Revolving Credit Endorsement. In the event in any Title Policy a revolving credit endorsement is not available under the laws of any State, the Administrative Agent shall have received (i) a continuation of title showing title to the Real Property Asset(s) in such State to be vested in Borrower and no exceptions to the title of such Property other than the Permitted Liens and those exceptions previously approved by Administrative Agent in writing or by acceptance of such Title Policy, and (ii) an endorsement to the related Title Policy dated as of the date of the Advance insuring the priority of the Lien of the Security Instruments, subject only to the Permitted Liens and exceptions previously approved by Administrative Agent in writing or by acceptance of such Title Policy, for the full amount of each such Advance and all previous Advances.

(i) Additional Matters. Administrative Agent shall have received such other certificates, opinions, documents and instruments relating to the Transactions as may have been reasonably requested by Administrative Agent.

Section 3.04 Conditions as Covenants. If the Lenders make any Advances, prior to the satisfaction of all conditions precedent set forth in Sections 3.01, 3.02 and 3.03; the Borrower shall nevertheless cause such condition or conditions to be satisfied within two (2) Business Days (ten (10) Business Days for those items for which the Borrower is permitted such time period pursuant to the provisions of Section 3.03) after the date of the making of such Advances.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants as follows:

Section 4.01 Existence; Qualification; Partners; Subsidiaries.

(a) The Operating Partnership is a limited partnership duly organized, validly existing, and in good standing under the laws of Delaware and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify would not result in a Material Adverse Effect. The Operating Partnership directly or indirectly owns 100% of the Ownership Interest in each respective Borrower.

(b) The Parent is a corporation duly organized, validly existing, and in good standing under the laws of Maryland and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify would not result in a Material Adverse Effect. The Parent owns 100% of the outstanding stock in MeriStar LP, Inc. and is the sole general partner of the Operating Partnership. MeriStar LP, Inc. owns at least 88% of the outstanding partnership interests in the Operating Partnership and is the sole limited partner of the Operating Partnership. The Parent has no first tier Subsidiaries except for the Operating Partnership, MeriStar LP, Inc., and certain Permitted Other Subsidiaries.

(c) Each Subsidiary of the Parent and Operating Partnership is a corporation, limited partnership, general partnership or limited liability company duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify would not result in a Material Adverse Effect. The Parent and Operating Partnership have no Subsidiaries on the date of this Agreement other than the Subsidiaries listed on the attached Schedule 4.01. Schedule 4.01 lists the jurisdiction of formation and the address of the principal office of each such Subsidiary existing on the date of this Agreement. Schedule 4.01 lists which of such Subsidiaries are TRS. As of the date of this Agreement, the Parent and Operating Partnership owns, directly or indirectly, at least the percentage interests in each such Subsidiary listed on the attached Schedule 4.01.

(d) The Borrower, IDOT Guarantor and any other Loan Party are each a limited liability company, or limited partnership, as applicable, duly organized, validly existing, and in good standing under the laws of Delaware and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect.

Section 4.02 Partnership and Corporate Power. The execution, delivery, and performance by the Borrower and any other Loan Party of the Credit Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) are

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within such Persons’ partnership, limited liability company and corporate powers, as applicable, (b) have been duly authorized by all necessary corporate, limited liability company and partnership action, as applicable, (c) do not contravene (i) such Person’s certificate or articles, as the case may be, of incorporation or by-laws, operating agreement or partnership agreement, as applicable, or (ii) any law or any contractual restriction binding on or affecting any such Person, the contravention of which could reasonably be expected to result in a Material Adverse Effect, and (d) will not result in or require the creation or imposition of any Lien prohibited by this Agreement. At the time of each Borrowing, such Borrowing and the use of the proceeds of such Borrowing will be within the Borrower’s partnership powers, will have been duly authorized by all necessary partnership action, (a) will not contravene (i) the Borrower’s, IDOT Guarantor’s or any other Loan Party’s partnership agreement or operating agreement, as applicable or (ii) to Borrower’s knowledge, any law or any contractual restriction binding on or affecting the Parent, Operating Partnership, Borrower or any of their respective Subsidiaries, the contravention of which could reasonably be expected to result in a Material Adverse Effect or require the creation or imposition of any Lien prohibited by this Agreement or cause a Default or Event of Default.

Section 4.03 Authorization and Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower or any other Loan Party of any Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to result in a Material Adverse Effect.

Section 4.04 Enforceable Obligations. This Agreement, the Notes, and the other Credit Documents to which the Borrower or any other Loan Party is a party have been duly executed and delivered by the Borrower and such Loan Party; and the Security Instruments have been duly executed and delivered by the respective parties thereto. Each Credit Document is the legal, valid, and binding obligation of the Borrower, and the applicable Loan Party which is a party to it enforceable against the Borrower, and such Loan Party in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and by general principles of equity (whether considered in proceeding at law or in equity).

Section 4.05 Parent Common Stock; REIT. The entire authorized capital stock of the Parent consists of 100,000,000 shares of Parent Common Stock of which approximately 87,439,857 shares of Parent Common Stock are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date. The issuance and sale of such Parent Common Stock either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Parent Common Stock is duly listed on the New York Stock Exchange, Inc. and the Parent has timely filed all reports required to be filed by it with the New York Stock Exchange, Inc. and the Securities and Exchange Commission. The Parent qualifies as a REIT.

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Section 4.06 Financial Statements. The respective Consolidated balance sheets, statements of operations, shareholders’ equity and cash flows, of the Parent, the Operating Partnership, the Borrower, the IDOT Guarantor and any other Loan Party contained in the Financial Statements fairly present such Person’s financial condition in all material respects on a Consolidated basis as of the dates indicated in the Financial Statements and the respective results of the operations for the periods indicated, and such balance sheets and statements were prepared in accordance with GAAP, subject to year-end adjustments. Since the date of such statements, no change has occurred which would cause a Material Adverse Effect.

Section 4.07 True and Complete Disclosure. No representation, warranty, or other statement made by the Borrower or any other Loan Party (or on behalf of the Borrower or any other Loan Party) in this Agreement or any other Credit Document contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made as of the date of this Agreement. There is no fact known to any Responsible Officer of the Borrower or the Parent or the Operating Partnership on the date of this Agreement that has not been disclosed to the Administrative Agent which could reasonably be expected to result in a Material Adverse Effect. All projections, estimates, and pro forma financial information furnished by the Borrower and/or the Parent and/or the Operating Partnership or on behalf of the Borrower were prepared on the basis of assumptions, data, information, tests, or conditions believed to be reasonable at the time such projections, estimates, and pro forma financial information were furnished. No representation, warranty or other statement made in the Parent’s latest 10K, the 10Q or the annual report contains any untrue statement of material fact or omits to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made as of the date same were made. Borrower and/or Parent and/or the Operating Partnership has made all filings required by the Exchange Act.

Section 4.08 Litigation. Except as set forth in the attached Schedule 4.08, there is no pending or, to the best knowledge of the Borrower, threatened action or proceeding affecting the Borrower, the Parent, the Operating Partnership, any other Loan Party, or any of their respective Subsidiaries before any court, Governmental Authority or arbitrator either (a) in which in Borrower’s good faith judgment the anticipated loss is over $500,000 unless the same has been affirmatively accepted for coverage in writing by an insurance company as a valid claim under its insurance policy (provided that with respect to the giving of this representation after the date of this Agreement, the representation shall only be deemed to apply to those matters for which Administrative Agent would have been entitled to notice under Section 5.05(l)) or (b) which in Borrower’s good faith judgment would result in criminal penalties against the Parent, the Operating Partnership, the Borrower or their respective Subsidiaries which could reasonably be expected to result in a Material Adverse Effect.

Section 4.09 Use of Proceeds.

(a) Advances. The proceeds of the Advances have been, and will be used by the Borrower (i) with respect to Revolving Advances, (a) to repay the Indebtedness evidenced by the Existing Credit Agreement, if any, (b) subject to Section 6.14, for working capital purposes of

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the Parent, the Operating Partnership, the Borrower and their respective Subsidiaries and (c) to repay the Indebtedness evidenced by any of the Indentures and (ii) with respect to Term Advances, to repay the Indebtedness evidenced by any of the Indentures.

(b) Regulations. No proceeds of Advances will be used to purchase or carry any Margin Stock or be used in violation of Regulations T, U or X of the Federal Reserve Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

Section 4.10 Investment Company Act. Neither the Borrower, the Parent, the Operating Partnership, nor any of their respective Subsidiaries is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 4.11 Taxes. All federal, state, local and foreign tax returns, reports and statements required to be filed (after giving effect to any extension granted in the time for filing) by the Parent, the Borrower, the Operating Partnership, their respective Subsidiaries, or any member of a Controlled Group have been filed with the appropriate governmental agencies in all jurisdictions in which such returns, reports and statements are required to be filed, and where the failure to file could reasonably be expected to result in a Material Adverse Effect, except where contested in good faith and by appropriate proceedings; and all taxes and other impositions due and payable (which are material in amount) have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss (which are material in amount) may be added thereto for non-payment thereof except where contested in good faith and by appropriate proceedings. As of the date of this Agreement, neither the Parent, the Borrower, the Operating Partnership nor any member of a Controlled Group has given, or been requested to give, a waiver of the statute of limitations relating to the payment of any federal, state, local or foreign taxes or other impositions. None of the Property owned by the Parent, the Operating Partnership, the Borrower or any other member of a Controlled Group is Property which the Parent, the Operating Partnership, the Borrower or any member of a Controlled Group is required to be treated as being owned by any other Person pursuant to the provisions of Section 168(f)(8) of the Code. Proper and accurate amounts have been withheld by the Borrower and all members of each Controlled Group from their employees for all periods to comply in all material respects with the tax, social security and unemployment withholding provisions of applicable federal, state, local and foreign law. Timely payment of all material sales and use taxes required by applicable law have been made by the Parent, the Operating Partnership, the Borrower and all other members of each Controlled Group, the failure to timely pay of which could reasonably be expected to result in a Material Adverse Effect. The amounts shown on all tax returns to be due and payable have been paid in full or adequate provision therefor is included on the books of the appropriate member (in Parent’s or Operating Partnership’s reasonable discretion) of the applicable Controlled Group, except where failure to do the same does not have a Material Adverse Effect.

Section 4.12 Pension Plans. All Plans are in compliance in all material respects with all applicable provisions of ERISA. No Termination Event has occurred with respect to any Plan, and each Plan has complied with and been administered in all material respects in

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accordance with applicable provisions of ERISA and the Code. Except where the failure would not result in a Material Adverse Effect, no “accumulated funding deficiency” (as defined in Section 302 of ERISA) has occurred and there has been no excise tax imposed under Section 4971 of the Code. No Reportable Event has occurred with respect to any Multiemployer Plan, and each Multiemployer Plan has complied with and been administered in all material respects with applicable provisions of ERISA and the Code. Neither the Parent, the Operating Partnership, the Borrower, nor any member of a Controlled Group has had a complete or partial withdrawal from any Multiemployer Plan for which there is any material withdrawal liability. As of the most recent valuation date applicable thereto, neither the Parent, the Operating Partnership, the Borrower nor any member of a Controlled Group has received notice that any Multiemployer Plan is insolvent or in reorganization.

Section 4.13 Condition of Hotel Property; Casualties; Condemnation. Except as disclosed in an Engineering Report with respect to each Real Property Asset, or otherwise in writing to Administrative Agent with respect to each other Initial Property or any other Future Property, each Real Property Asset, each Initial Property and any Future Property (a) is and will continue to be in good repair, working order and condition, normal wear and tear excepted, (b) is free of structural defects other than those being addressed by the Parent, Borrower, IDOT Guarantor, the Operating Partnership or any other Loan Party and for which the Parent, Borrower, IDOT Guarantor, Operating Partnership or any other Loan Party has sufficient funds to address, (c) other than with respect to the and the PIP Covenant Work, is not subject to material deferred maintenance and (d) has and will have all building systems contained therein and all other FF&E in good repair, working order and condition, normal wear and tear excepted. No condemnation or other like proceedings that has had, or could reasonably be expected to cause, a Material Adverse Effect, are pending nor, to the knowledge of the Parent, Borrower, IDOT Guarantor, the Operating Partnership or any other Loan Party threatened against any Property in any manner whatsoever. No casualty has occurred to any Property that could reasonably be expected to result in a Material Adverse Effect.

Section 4.14 Insurance. The Borrower, the Operating Partnership and each of its Subsidiaries carry the insurance required pursuant to the provisions of Section 3.3 of the Security Instrument.

Section 4.15 No Burdensome Restrictions; No Defaults.

(a) Except in connection with Indebtedness which is permitted pursuant to the provisions of Section 6.02, neither the Borrower, the Parent, the Operating Partnership nor any of its Subsidiaries is a party to any indenture, loan or credit agreement. Neither the Borrower, the Parent, the Operating Partnership nor any of their respective Subsidiaries is a party to any agreement or instrument or subject to any charter or corporate restriction or provision of applicable law or governmental regulation which could reasonably be expected to result in a Material Adverse Effect.

(b) Except for the Indentures, neither the Borrower, the Operating Partnership, nor the Parent, nor their respective Subsidiaries has entered into or suffered to exist any agreement (other than this Agreement and the Credit Documents) (i) prohibiting the creation or assumption of any Lien upon the Properties of the Parent, the Operating Partnership, the Borrower or any of

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their respective Subsidiaries (except for Properties of and Ownership Interests in the Permitted Other Subsidiaries), whether now owned or hereafter acquired, or (ii) requiring an obligation to be secured if some other obligation is or becomes secured.

(c) Except as set forth in the Franchisor Estoppel and Recognition Letters, any ground lease estoppel delivered to Lender on the Closing Date and the Schedules to this Agreement, neither the Borrower, the Parent, the Operating Partnership nor any of their Subsidiaries is in default (including, without limitation, due to entering into this Loan Agreement and the other Credit Documents) under or with respect to (i) any contract, agreement, lease or other instrument which could reasonably be expected to result in a Material Adverse Effect or (ii) any ground lease, participating lease, franchise agreement, license agreement or management agreement which could reasonably be expected to result in a Material Adverse Effect. Neither the Borrower, the Parent, the Operating Partnership nor any of their Subsidiaries has received any written notice of default under any ground lease, participating lease, franchise agreement, license agreement or management agreement and which, if not cured, could reasonably be expected to result in a Material Adverse Effect. Neither the Borrower, the Parent, the Operating Partnership nor any of their Subsidiaries has received any notice of default under any other material contract, agreement, lease or other instrument which is continuing and which, if not cured, could reasonably be expected to result in a Material Adverse Effect.

(d) No Default has occurred and is continuing (or with respect to the giving of this representation after the date of this Agreement, as otherwise disclosed to the Administrative Agent in writing after the date of this Agreement and prior to the date such representation is deemed given).

Section 4.16 Environmental Condition.

(a) Except as set forth in Schedule 4.16 (or with respect to the giving of this representation after the date of this Agreement, as otherwise disclosed to the Administrative Agent in writing after the date of this Agreement and prior to the date such representation is deemed given), to the knowledge of the Borrower, or the Operating Partnership, the Borrower, the Operating Partnership and its Subsidiaries (i) have obtained all material Environmental Permits necessary for the ownership and operation of their respective Properties and the conduct of their respective businesses; (ii) have been and are in material compliance with all terms and conditions of such Environmental Permits and with all other requirements of applicable Environmental Laws; and (iii) have not received written notice of any violation or alleged violation of any Environmental Law or Environmental Permit. To the knowledge of the Borrower (or with respect to the giving of this representation after the date of this Agreement, as otherwise disclosed to the Administrative Agent in writing after the date of this Agreement and prior to the date such representation is deemed given), the Borrower, the Operating Partnership and its Subsidiaries are not subject to any actual or contingent Environmental Claim which the Borrower or the Operating Partnership believes in good faith will involve cost or expense to the Borrower or its Subsidiaries in excess of $1,000,000 for any single Environmental Claim, or in excess of $5,000,000 for all such Environmental Claims in the aggregate.

(b) Except as set forth in Schedule 4.16, to the knowledge of Borrower, none of the present or previously owned or operated Property of the Borrower or the Operating Partnership

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or of any of its present or former Subsidiaries, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws which could reasonably be expected to result in a Material Adverse Effect; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by the Borrower or the Operating Partnership or any of its Subsidiaries, wherever located; (iii) has been the site of any Release, use or storage of Hazardous Substances or Hazardous Wastes from present or past operations except for Permitted Hazardous Substances, which Permitted Hazardous Substances have not caused at the site or at any third-party site any condition that has resulted in or could reasonably be expected to result in the need for Response or (iv) none of the Improvements are constructed on land designated by any Governmental Authority having land use jurisdiction as wetlands.

Section 4.17 Legal Requirements, Zoning, Utilities, Access. Except as set forth on Schedule 4.17 attached hereto, the use and operation of each Hotel Property as a commercial hotel with related uses constitutes a legal use under applicable zoning regulations (as the same may be modified by special use permits or the granting of variances or “grand fathering”) and complies in all material respects with all Legal Requirements, and does not violate in any material respect any material approvals, material restrictions of record or any material agreement affecting any Hotel Property (or any portion thereof). The Borrower, the Operating Partnership and its Subsidiaries possess all certificates of public convenience, authorizations, permits, licenses, patents, patent rights or licenses, trademarks, trademark rights, trade names rights and copyrights (collectively “Permits”) required by Governmental Authority to own and operate the Hotel Properties, except for those Permits that if not possessed would not result in a Material Adverse Effect. The Borrower, the Operating Partnership and its Subsidiaries own and operate their business in material compliance with all applicable Legal Requirements and are otherwise in compliance with all Legal Requirements except for non-compliance which in the aggregate would not result in a Material Adverse Effect. To the extent necessary for the full utilization of each Hotel Property in accordance with its current use, telephone services, gas, steam, electric power, storm sewers, sanitary sewers and water facilities and all other utility services are available to each Hotel Property, are adequate to serve each such Hotel Property, exist at the boundaries of the Land and are not subject to any conditions, other than normal charges to the utility supplier, which would limit the use of such utilities. All streets and easements necessary for the occupancy and operation of each Hotel Property are available within or abutting the boundaries of the Land.

Section 4.18 Existing Indebtedness. Except for the Obligations, the only Indebtedness of the Parent, the Operating Partnership or any of their respective Subsidiaries existing as of the Closing Date is the Senior Unsecured Indebtedness, other Unsecured Indebtedness, Secured Non-Recourse Indebtedness and Secured Recourse Indebtedness set forth on Schedule 4.18(a) attached hereto. Schedule 4.18(a) attached hereto correctly sets forth whether such Indebtedness is Senior Indebtedness or Subordinate Indebtedness. No “default” or “event of default”, however defined, has occurred and is continuing under any such Indebtedness (including, without limitation, due to entering into this Loan Agreement and the other Credit Documents) (or with respect to the giving of this representation after the date of

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this Agreement, as otherwise disclosed to the Administrative Agent in writing after the date of this Agreement and prior to the date such representation is deemed given).

Section 4.19 Ownership; Title; Encumbrances. As of the Closing Date, the only Hotel Properties leased or owned by the Borrower, the Parent, the Operating Partnership, or any of their respective Subsidiaries are the Initial Properties. With respect to the Initial Properties, the Borrower, the Operating Partnership, or any Subsidiary, as the case may be, has (i) good and marketable fee simple title to the Real Property (other than for Real Property (which shall not include any Eligible Properties other than the Albuquerque Property or the Mahwah Property) subject to a ground lease or space lease, as to which it has a valid leasehold, or subleasehold interest) and (ii) good and marketable title to the Personal Property (other than Personal Property for any Hotel Property for which the Property Owner has a valid leasehold interest) free and clear of all Liens except Permitted Liens, and there exists no Liens or other charges against such Property or leasehold interest or any of the real or personal, tangible or intangible, Property of the Borrower, Parent, Operating Partnership or any of their respective Subsidiaries (including without limitation statutory and other Liens of mechanics, workers, contractors, subcontractors, suppliers, taxing authorities and others; provided that certain Capital Expenditures have been made with respect to the Hotel Properties prior to the Closing Date for which the payment is not past due), except (A) Permitted Liens and (B) the Personal Property (plus any replacements thereof) owned by an Approved Operator.

Section 4.20 Leasing Arrangements.

(a) The only material leases of Real Property for which either the Borrower, the Operating Partnership, or a Subsidiary is a lessor are the Approved Participating Leases listed on Schedule 4.20(a) attached hereto. Schedule 4.20(a) attached hereto correctly sets forth whether the lessee under such leases is an Approved Operator or a TRS. The only material leases burdening the Hotel Properties for which the lessee is entitled to participate in the increased revenues of the Hotel Properties are the Approved Participating Leases.

(b) The only material leases of Real Property for which either the Borrower, the Operating Partnership, or a Subsidiary is a lessee are the ground leases listed on Schedule 4.20(b) attached hereto and the Approved Participating Leases listed on Schedule 4.20(a) where a TRS is the lessee. The Property Owner for Real Property subject to a ground lease is the lessee under such ground lease and no consent is necessary to such Person being the lessee under such ground lease, which has not already been obtained.

(c) The aforementioned ground leases and the Approved Participating Leases are in full force and effect; no monetary defaults by the Borrower, the Operating Partnership or any Subsidiary thereof, or to the actual knowledge of the Borrower by any other party thereto, exist thereunder; and no other defaults by the Borrower, the Operating Partnership or any Subsidiary thereof, or to the actual knowledge of the Borrower by any other party thereto, exist thereunder which could reasonably be expected to result in a Material Adverse Effect (or with respect to the giving of this representation after the date of this Agreement, as otherwise disclosed to the Administrative Agent in writing after the date of this Agreement and prior to the date such representation is deemed given).

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Section 4.21 Franchise Agreements. The only hotel franchise agreements or license agreements burdening the Initial Properties are those certain agreements listed on Schedule 4.21 attached hereto. The Property Owner or Approved Operator for a Hotel Property subject to a franchise or license agreement is the licensee under such agreement and no consent is necessary to such Person being the licensee under such agreement which has not already been obtained except for those consents, if any, which are set forth on Schedule 4.21. To the knowledge of the Borrower, such franchise and license agreements are in full force and effect and no material defaults by the Borrower, the Operating Partnership or any Subsidiary exist thereunder (or with respect to the giving of this representation after the date of this Agreement, as otherwise disclosed to the Administrative Agent in writing after the date of this Agreement and prior to the date such representation is deemed given). THE BORROWER IS A PARTY TO A LICENSE AGREEMENT WITH THE SHERATON CORPORATION THAT ENABLES IT TO OPERATE A HOTEL USING THE SERVICE MARK “SHERATON^®.” NEITHER THE SHERATON CORPORATION NOR ITS AFFILIATES OWN SUCH HOTEL OR ARE A PARTY TO THIS FINANCING AND HAVE NOT PROVIDED OR REVIEWED, AND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN.

Section 4.22 Management Agreements. The only management agreements burdening the Initial Properties (excluding management agreements for parking facilities) are those certain management agreements listed on Schedule 4.22 attached hereto, and, except as set forth on Schedule 4.22, all such management agreements are between a TRS, as owner, and an Approved Operator, as manager. To the knowledge of the Borrower and except as set forth in the Franchisor Estoppel and Recognition Letters, any ground lease estoppels delivered to Lender on the Closing Date and the Schedules to this Agreement, the management agreements are in full force and effect and no material defaults by the TRS exist thereunder (or with respect to the giving of this representation after the date of this Agreement, as otherwise disclosed to the Administrative Agent in writing after the date of this Agreement and prior to the date such representation is deemed given).

Section 4.23 Intentionally omitted.

Section 4.24 Senior Indebtedness. The Obligations and all renewals and extensions of the Obligations constitute “Designated Senior Indebtedness” under the Subordinate Indenture.

Section 4.25 Security Interests and Liens. The Security Instruments and the other Credit Documents create, as security for the Obligations, valid and enforceable Liens on all of the Collateral, in favor of Administrative Agent on behalf of the Lenders and subject to no other liens (except for Permitted Liens), except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law and such security interests in and Liens on the Collateral shall be perfected and shall be superior to and prior to the rights of all third parties in the Collateral (except for Permitted Liens), and, other than in connection with any future change in Borrower’s or any other Loan Party’s name or the location of the Collateral or Borrower’s or any other Loan Party’s principal place of business, no further recordings or filings are or will be required in connection with the creation, perfection or enforcement of such security interests and Liens, other than the filing of

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continuation statements in accordance with applicable law. Borrower’s, IDOT Guarantor’s and any other Loan Party’s execution and delivery of this Loan Agreement and the other Credit Documents does not create an obligation on the part of the Parent, the Operating Partnership, the Borrower, the IDOT Guarantor, any Subsidiary or any other Loan Party to grant a Lien of any kind or priority upon any Real Property Asset, except as contemplated herein or by any Other Credit Document.

Section 4.26 Financial Statements: Financial Condition; etc. The Financial Statements delivered pursuant to Section 5.05(a), (b) and (p) were prepared in accordance with GAAP consistently applied and fairly present the financial condition and the results of operations of Borrower, the Parent, the Operating Partnership and their Subsidiaries, and the Real Property Assets covered thereby on the dates and for the periods covered thereby, except as disclosed in the notes thereto and, with respect to interim financial statements, subject to normally recurring year-end adjustments. Except for the $44,000,000 mortgage loan encumbering the Hotel Property located in Clearwater, Florida, known as the Hilton Clearwater Beach Resort, neither Borrower, nor the Parent, nor the Operating Partnership nor any of their Consolidated Subsidiaries has any material liability (contingent or otherwise) not reflected in such financial statements or in the notes thereto. There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading or would affect Borrower’s, the Parent’s or the Operating Partnership’s ability to perform its obligations under this Agreement or the other Credit Documents.

Section 4.27 Solvency. On the Closing Date and after giving effect to the Transactions, Borrower, IDOT Guarantor, the Parent, the Operating Partnership, any other Loan Party and their Subsidiaries will each be Solvent.

Section 4.28 No Limited Service Hotels. None of Real Property Assets is a Property which does not provide a reasonable mix of the following types of guest amenities: meeting facilities, on-site restaurants and full food and beverage services, room service, uniformed guest services and banquet rooms.

Section 4.29 Eligible Properties. Each of the Real Property Assets is an Eligible Property.

Section 4.30 Initial Availability. To the best knowledge of Borrower, the amount of Initial Availability shown on Exhibit I is accurate.

Section 4.31 Material Agreements. (i) Each Material Agreement is in full force and effect, (ii) to the best of Borrower’s knowledge, except as set forth in the Franchisor Estoppel and Recognition Letters, any ground lease estoppel delivered to Lender on the Closing Date and the Schedules to this Agreement, no default exists with respect to any material term or condition of any Material Agreement, and (iii) no Material Agreement has been amended, modified, replaced or supplemented since the Original Closing Date.

Section 4.32 Full and Accurate Disclosure. There is no material fact presently known to Borrower which has not been disclosed to Lender which materially and adversely affects,

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nor as far as Borrower can reasonably foresee, would reasonably be expected to materially and adversely affect, any Initial Real Property Asset or the business, operations or condition (financial or otherwise) of Initial Borrower. Since the Initial Closing Date, there has been no material adverse change to any Initial Real Property Asset including, without limitation, any buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and any structural components thereof.

Section 4.33 Interest Rate Agreements. The Parent is in compliance with the covenants set forth in Section 5.08 hereof.

ARTICLE V

AFFIRMATIVE COVENANTS

So long as any Note or any amount under any Credit Document shall remain unpaid, or any Lender shall have any Commitment hereunder, the Parent, the Operating Partnership, the Borrower, the IDOT Guarantor and any other Loan Party shall comply with the following covenants.

Section 5.01 Compliance with Laws, Etc. The Borrower and the Operating Partnership will comply, and cause the Parent, and each of its Subsidiaries to comply, in all material respects with all Legal Requirements.

Section 5.02 Preservation of Existence; Separateness, Etc.

(a) The Borrower and the Operating Partnership will preserve and maintain, and cause each of its Subsidiaries (as long as a Subsidiary owns assets) to preserve and maintain, its partnership, limited liability company or corporate (as applicable) existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified, and cause each such Subsidiary to qualify and remain qualified, as a foreign partnership or corporation as applicable in each jurisdiction in which qualification is necessary or desirable in view of its business and operations or the ownership of its properties, and, in each case, where failure to qualify or preserve and maintain its rights and franchises could reasonably be expected to result in a Material Adverse Effect.

(b) (i) The Parent Common Stock shall at all times be duly listed on the New York Stock Exchange, Inc., and (ii) the Parent shall timely file all reports required to be filed by it with the New York Stock Exchange, Inc. and the Securities and Exchange Commission.

(c) The Operating Partnership shall, cause the Permitted Other Subsidiaries which either (i) are an Approved Operator of a Hotel Property which secures Secured Non-Recourse Indebtedness or Secured Recourse Indebtedness or (ii) have Indebtedness and own a Hotel Property to, (A) maintain financial statements, accounting records and other corporate records and other documents separate from all Persons other than Permitted Other Subsidiaries, (B) maintain their own bank accounts in their own name, separate from all Persons other than Permitted Other Subsidiaries, (C) pay their own expenses and other liabilities from their own

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assets and incur (or endeavor to incur) obligations to other Persons based solely upon their own assets and creditworthiness and not upon the creditworthiness of each other or any other Person, and (D) file their own tax returns or, if part of a consolidated group, join in the consolidated tax return of such group as a separate member thereof.

(d) The Borrower, IDOT Guarantor, the Operating Partnership and any other Loan Party shall, and the Operating Partnership shall cause the Permitted Other Subsidiaries which either (i) are an Approved Operator of a Hotel Property which secures Secured Non-Recourse Indebtedness or Secured Recourse Indebtedness or (ii) have Indebtedness and own a Hotel Property to, take all actions necessary to keep such Permitted Other Subsidiaries, separate from the Operating Partnership and the Operating Partnership’s other Subsidiaries, including, without limitation, (A) the taking of action under the direction of the Board of Directors, members or partners, as applicable, of such Permitted Other Subsidiaries and, if so required by the Certificate of Incorporation or the Bylaws, operating agreement or partnership agreement, as applicable, of such Permitted Other Subsidiaries or by any Legal Requirement, the approval or consent of the stockholders, members or partners, as applicable, of such Permitted Other Subsidiaries, (B) the preparation of corporate, partnership or limited liability company minutes for or other appropriate evidence of each significant transaction engaged in by such Permitted Other Subsidiaries, (C) the observance of separate approval procedures for the adoption of resolutions by the Board of Directors or consents by the partners, as applicable, of such Permitted Other Subsidiaries, on the one hand, and of the Operating Partnership and the Operating Partnership’s other Subsidiaries, on the other hand, and (D) preventing the cash, cash equivalents, credit card receipts or other revenues of the Hotel Properties owned by such Permitted Other Subsidiaries or any other assets of such Permitted Other Subsidiaries from being commingled with the cash, cash equivalents, credit card receipts or other revenues collected by the Borrower or the Borrower’s other Subsidiaries.

(e) The Borrower, IDOT Guarantor, the Operating Partnership and any other Loan Party shall take all steps reasonably necessary to avoid (i) misleading any other Person as to the identity of the entity with which such Person is transacting business or (ii) implying that the Borrower or the Operating Partnership is, directly or indirectly, absolutely or contingently, responsible for the Indebtedness or other obligations of the Permitted Other Subsidiaries or any other Person.

(f) The Operating Partnership shall at all times own at least 99% of the direct or indirect legal and beneficial Ownership Interest of Borrower, the IDOT Guarantor and any other Loan Party, respectively. The Parent shall at all times own at least .01% of the direct or indirect legal and beneficial Ownership Interest of Borrower, the IDOT Guarantor and any other Loan Party, respectively.

Section 5.03 Payment of Taxes, Etc. The Borrower and the Operating Partnership will pay and discharge, and the Operating Partnership will cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent (a) all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by Legal Requirement become a Lien upon its Property; provided, however, that neither the Borrower nor any such Subsidiary

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shall be required to pay or discharge any such tax, assessment, charge, levy, or claim (a) which is being contested in good faith and by appropriate proceedings, (b) with respect to which reserves in conformity with GAAP have been provided, (c) which does not constitute and is not secured by any choate Lien on any portion of any Hotel Property and no portion of any Hotel Property is in jeopardy of being sold, forfeited or lost during or as a result of such contest, (d) neither the Administrative Agent nor any Lender could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of non-payment of such charge or claim and (e) such contest does not, and could not reasonably be expected to, result in a Material Adverse Change.

Section 5.04 Visitation Rights; Lender Meeting. At any reasonable time and from time to time and so long as any visit or inspection will not unreasonably interfere with the Borrower’s, the Operating Partnership’s or any of its Subsidiaries’ operations, upon reasonable notice, the Borrower and the Operating Partnership will, and will cause the Parent and its Subsidiaries and those Persons operating the Hotel Properties, to, permit the Administrative Agent and any Lender or any of its agents or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit and inspect at its reasonable discretion the properties of, the Borrower, the Operating Partnership, the Parent and any of their respective Subsidiaries; to inspect such other records and documents of the Borrower, the Operating Partnership, the Parent and any of their respective Subsidiaries as shareholders of the Parent are entitled; and to discuss the affairs, finances and accounts of such Persons with any of their respective officers or directors. Without in any way limiting the foregoing, the Borrower and the Operating Partnership will, upon the request of the Administrative Agent, participate in a meeting with the Administrative Agent and the Lenders once during each calendar year to be held at the Borrower’s or the Operating Partnership’s office in the Commonwealth of Virginia (or such other location as may be agreed to by the Borrower and the Operating Partnership and the Administrative Agent) at such time as may be agreed to by the Borrower and the Operating Partnership and the Administrative Agent.

Section 5.05 Reporting Requirements. The Borrower, Parent and the Operating Partnership will furnish to the Administrative Agent and, with respect to those items set forth in clauses (a), (b) and (c), each Lender:

(a) Quarterly Financials. As soon as available and in any event not later than fifty (50) days after the end of each Fiscal Quarter of the Parent (except for the Fiscal Quarter which ends on the date the Fiscal Year ends), the respective unaudited Consolidated balance sheets of the Parent, Operating Partnership and their respective Subsidiaries as of the end of such quarter and the related respective unaudited statements of income, shareholders’ equity and cash flows of the Parent, Operating Partnership, and their respective Subsidiaries for such Fiscal Quarter and the period commencing at the end of the previous year and ending with the end of such Fiscal Quarter, and the corresponding figures as at the end of, and for, the corresponding periods in the preceding Fiscal Year, all duly certified with respect to such statements (subject to year-end audit adjustments) by a Responsible Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a Compliance Certificate duly executed by a Responsible Officer of the Parent; provided that the Parent’s Total Indebtedness used to calculate the Leverage Ratio and the Parent’s Senior Unsecured Indebtedness used to calculate the Senior

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Unsecured Leverage Ratio in such Compliance Certificate shall be the Parent’s Total Indebtedness and the Parent’s Senior Unsecured Indebtedness, as applicable, as of the Status Reset Date during the Fiscal Quarter in which such Compliance Certificate was delivered, and (ii) a report certified by a Responsible Officer of the Parent setting forth for each of the Hotel Properties owned or leased by the Parent or any of its Subsidiaries for both the Fiscal Quarter and Rolling Period just ended the revenues, the expenses, the Net Income and the EBITDA for such Hotel Properties for such Fiscal Quarter or Rolling Period, as applicable.

(b) Annual Financials.

(i) As soon as available and in any event not later than ninety five (95) days after the end of each Fiscal Year of the Parent, a copy of the respective Consolidated balance sheets of the Parent and the Operating Partnership as of the end of such Fiscal Year and the related respective Consolidated statements of income, shareholders’ equity and cash flows of the Parent and the Operating Partnership for such Fiscal Year, and the corresponding figures as at the end of, and for, the preceding Fiscal Year, and audited and certified by KPMG, L.L.P., Ernst & Young, LLP, Deloitte & Touche, LLP or PriceWaterhouseCooper, or other independent certified public accountants of nationally recognized standing reasonably acceptable to the Administrative Agent in an opinion, without qualification as to the scope, and including, if requested by the Administrative Agent, any management letters delivered by such accountants to the Parent in connection with such audit, together with the documents required in clauses (i)-(iii) of the preceding Section 5.05(a). As soon as available and in any event not later than fifty (50) days after the end of each Fiscal Year of the Parent, the Borrower will furnish to the Administrative Agent a draft Compliance Certificate duly executed by a Responsible Officer of the Parent for such end of Fiscal Year financial statements.

(ii) As soon as available and in any event not later than sixty (60) days after the end of each Fiscal Year of the Parent, (A) a copy of the officer’s certificate delivered pursuant to Section 4.4 of the Senior Note Indenture - $200,000,000 9 ¹/8% Senior Notes in effect as of the Closing Date (the “Indenture Compliance Certificate” and (B) a copy of the certificates similar to the Indenture Compliance Certificate required to be delivered pursuant to the Indentures (other than the Indenture reference in clause (A) hereof).

(c) Annual Budgets. Prior to the start of each Fiscal Year, (i) the Consolidated annual operating budget of the Parent and its Subsidiaries for such upcoming Fiscal Year and the Consolidated annual Capital Expenditure and FF&E expenditure budget (stating the total of each such expenditures for each Hotel Property) of the Parent and its Subsidiaries for such upcoming Fiscal Year, both in reasonable detail and duly certified by a Responsible Officer of the Parent as the budgets presented or to be presented to the Parent’s Board of Directors for their review and (ii) with respect to each Real Property Asset, an annual budget no later than sixty (60) days prior to the commencement of such period or Fiscal Year in form reasonably satisfactory to Administrative Agent, which shall be subject to Administrative Agent’s written approval (each such annual budget after it has been approved in writing by Administrative Agent shall be hereinafter referred to as an “Approved Annual Budget”); until such time that Administrative Agent approves a proposed annual budget, the most recently Approved Annual Budget shall

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apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in taxes, insurance premiums and utilities expenses.

(d) Securities Law Filings. Promptly and in any event within fifteen (15) days after the sending or filing thereof, copies of all proxy material, reports and other information which the Operating Partnership, the Parent or any of their respective Subsidiaries sends to or files with the United States Securities and Exchange Commission or sends to all shareholders of the Parent or partners of the Operating Partnership.

(e) Defaults. As soon as possible and in any event within five (5) days after the occurrence of each Default known to a Responsible Officer of the Borrower, the Parent, Operating Partnership or any of their respective Subsidiaries, a statement of an authorized financial officer or Responsible Officer of the Borrower setting forth the details of such Default and the actions which the Borrower has taken and proposes to take with respect thereto.

(f) ERISA Notices. As soon as possible and in any event (i) within thirty (30) days after the Parent, the Operating Partnership, the Borrower or any of a Controlled Group knows that any Termination Event described in clause (a) of the definition of Termination Event with respect to any Plan has occurred, (ii) within ten (10) days after the Parent, the Borrower, the Operating Partnership or any of a Controlled Group knows that any other Termination Event with respect to any Plan has occurred, a statement of the Chief Financial Officer of the Parent describing such Termination Event and the action, if any, which the Parent, the Borrower, the Operating Partnership or such member of such Controlled Group proposes to take with respect thereto; (iii) within ten (10) days after receipt thereof by the Parent, the Operating Partnership, the Borrower or any of a Controlled Group from the PBGC, copies of each notice received by the Parent, the Borrower, the Operating Partnership or any such member of such Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan; and (iv) within ten (10) days after receipt thereof by the Parent, the Borrower, the Operating Partnership or any member of a Controlled Group from a Multiemployer Plan sponsor, a copy of each notice received by the Parent, the Borrower, the Operating Partnership or any member of such Controlled Group concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA.

(g) Environmental Notices. Promptly upon the knowledge of any Responsible Officer of the Borrower or the Operating Partnership of receipt thereof by the Borrower, the Operating Partnership or any of its Subsidiaries, a copy of any form of notice, summons or citation received from the United States Environmental Protection Agency, or any other Governmental Authority concerning (i) violations or alleged violations of Environmental Laws, which seeks to impose liability therefor, (ii) any action or omission on the part of the Parent, the Operating Partnership or Borrower or any of their present or former Subsidiaries in connection with Hazardous Waste or Hazardous Substances which, based upon information reasonably available to the Borrower or the Operating Partnership, could reasonably be expected to result in a Material Adverse Effect or an Environmental Claim in excess of $1,000,000, (iii) any notice of potential responsibility under CERCLA, or (iv) concerning the filing of a Lien upon, against or in connection with the Borrower, the Parent, the Operating Partnership, their present or former Subsidiaries, or any of their leased or owned Property, wherever located.

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(h) Other Governmental Notices or Actions. Promptly and in any event within five Business Days after receipt thereof by the Borrower, the Parent, the Operating Partnership or any of their respective Subsidiaries, (i) a copy of any notice, summons, citation, or proceeding seeking to adversely modify in any material respect, revoke, or suspend any license, permit, or other authorization from any Governmental Authority, which action could reasonably be expected to result in a Material Adverse Effect, and (ii) any revocation or involuntary termination of any license, permit or other authorization from any Governmental Authority, which revocation or termination could reasonably be expected to result in a Material Adverse Effect.

(i) Reports Affecting the Leverage Ratio. On or prior to the fifteenth (15^th) day following any Adjustment Event, an Adjustment Report with respect to such Adjustment Event.

(j) Press Releases. Promptly and in any event within five (5) days after the sending or releasing thereof, copies of all press releases or other releases of information to the public by the Borrower, the Parent, the Operating Partnership or any of their respective Subsidiaries or releases of information to the Parent’s shareholders to the extent not available on the Parent’s website.

(k) Corporate Activity. Promptly following any merger or dissolution of any Subsidiary of the Parent or the Operating Partnership which is permitted hereunder or event which would make any of the representations in Section 4.01-4.04 untrue, notice thereof.

(l) Material Litigation. As soon as possible and in any event within ten (10) days of any Responsible Officer of the Borrower, the Parent, the Operating Partnership or any of their respective Subsidiaries having knowledge thereof, notice of any litigation, claim or any other event which could reasonably be expected to result in a Material Adverse Effect.

(m) Quality Assurance Reports. Promptly after Borrower, IDOT Guarantor or any other Loan Party, receives any quality assurance reports or similar reports of inspection or compliance from the Franchisor under any Franchise Agreement (“Quality Assurance Reports”) or any notice of any Required Property Improvement Obligations with respect to any Real Property Assets, Borrower, IDOT Guarantor and any other Loan Party, shall deliver copies thereof to Administrative Agent, but in no event later than ten (10) days after receipt.

(n) Tenants. With respect to all Real Property Assets, Borrower, and with respect to the Maryland Property, IDOT Guarantor and any other Loan Party, shall promptly notify Administrative Agent within fifteen (15) days of (i) any material change in any Approved Participating Leases, or (ii) any monetary default and any material non-monetary default with respect to any Approved Participating Leases.

(o) Condemnation and Casualty. Borrower, and with respect to the Maryland Property, IDOT Guarantor and any other Loan Party shall immediately notify Administrative Agent of any fire or other casualty or any pending or threatened condemnation or eminent domain proceeding with respect to all or any portion of any Real Property Asset.

(p) Real Property Asset Information. All financial and other reports delivered pursuant to Section 5.05 (a) and (b) shall also include, with respect to each Real Property Asset

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for the applicable period, (i) an occupancy report, including an average daily rate, and rent roll, (ii) quarterly and year-to-date operating statements (including Capital Expenditures) prepared for each applicable period, noting Net Income, Operating Expenses, Adjusted Net Operating Income, and other information necessary and sufficient to fairly represent the financial position and results of operation of the Real Property Assets during such period, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of five percent (5%) or more between budgeted and actual amounts for such periods, all in form satisfactory to Administrative Agent and (iii) a calculation of the Maximum Availability of such date.

(q) Appraisal. Administrative Agent shall have the right to order and obtain Appraisals or updates to existing Appraisals for one or more Real Property Assets at Borrower’s sole cost and expense; provided that unless an Event of Default shall have occurred and be continuing, such Appraisals or updates shall not be ordered and obtained at the cost and expense of Borrower more than once in any consecutive twelve month period. Borrower, IDOT Guarantor and any other Loan Party shall cooperate fully with the appraisers performing the Appraisals of the Real Property Assets and, unless an Event of Default shall have occurred and be continuing, Administrative Agent shall deliver copies of such Appraisals or updates to Borrower promptly after receipt thereof upon written request therefore from Borrower.

(r) Other Information. Such other information respecting the business or Properties, or the condition or operations, financial or otherwise, of the Borrower, the Parent, the Operating Partnership or any of their respective Subsidiaries, as any Lender through the Administrative Agent may from time to time reasonably request.

Section 5.06 Maintenance of Property and Required Work. The Borrower and the Operating Partnership will, and the Operating Partnership will cause each of its Subsidiaries to, (a) maintain their owned, leased, or operated Property in a manner consistent for hotel properties and related property of the same quality and character and shall keep or cause to be kept every part thereof and its other properties in good condition and repair, reasonable wear and tear excepted, and make all reasonably necessary repairs, renewals or replacements thereto as may be reasonably necessary to conduct the business of the Borrower, the Operating Partnership and its Subsidiaries, (b) not renovate or expand any of the Improvements except as permitted by Section 6.07(c), (c) not knowingly or willfully permit the commission of waste or other injury, or the occurrence of pollution, contamination or any other condition in, on or about any Hotel Property, (d) substantially maintain and repair each Hotel Property as required by any franchise agreement, license agreement, management agreement or ground lease for such Hotel Property, and (e) commence the Required Work for any Future Property by a date which would allow a reasonable period of time to complete such work on or prior to the deadline set for such Required Work agreed to by the Borrower, the Operating Partnership and the Administrative Agent, (f) after any commencement of any work for any Hotel Property diligently perform such work (i) in a good and workmanlike manner, (ii) in compliance in all material respects with all Legal Requirements, and (iii) for the Required Work for any Future Property, by the required deadline and as described in the Engineering Reports and/or the Environmental Reports for such Future Property. Except as may be required to maintain the Parent’s status as a REIT under the Code, any Capital Expenditures or expenditures or leases for FF&E made for any Hotel Property shall be in the name of the Property Owner for such Hotel Property.

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Section 5.07 Insurance. The Operating Partnership will maintain, and cause each of its Subsidiaries to maintain, the insurance required pursuant to Section 3.3 of the Security Instrument for all of their Properties.

Section 5.08 Interest Rate Agreements. From the Closing Date until the Revolving Maturity Date, the Parent shall obtain and thereafter maintain Interest Rate Agreements reasonably satisfactory to the Administrative Agent, sufficient to ensure that seventy percent (70%) of the Parent’s Total Indebtedness, measured as of each day during such period, shall be covered by such Interest Rate Agreements or shall have a fixed rate of interest. Any Interest Rate Agreements for the Parent shall be provided by either a Lender or a bank or other financial institution whose long-term debt rating is equal to or greater than “A”. To the extent that any Interest Rate Agreement is provided by Lehman or any Subsidiary or Affiliate thereof, the obligations of the Parent or its Subsidiary under such Interest Rate Agreement may be secured by the Collateral pari passu with the Obligations. However, the pledge of any Collateral to secure any Interest Rate Agreement from any Person other than Lehman or any Subsidiary or Affiliate thereof shall be subject to the written approval of the Administrative Agent.

Section 5.09 Approved Participating Leases and Approved Management Agreements. Upon knowledge of a material default by an Approved Operator (other than a TRS) under an Approved Participating Lease or an Approved Management Agreement, as applicable, the Borrower or the Operating Partnership will send, or the Operating Partnership will cause the Subsidiary who is a party to such Approved Participating Lease or Approved Management Agreement, as applicable, to send, a notice of such default to such Approved Operator as provided in the document under which such default has occurred unless in Borrower’s or Operating Partnership’s good faith judgment such Approved Operator is curing or has agreed to cure such default and thereafter diligently proceeds to cure such default.

Section 5.10 Use of Proceeds. Subject to Section 6.14, the proceeds of the Advances have been, and will be used by the Borrower for the purposes set forth in Section 4.09(a).

Section 5.11 Collateral. The Borrower, the IDOT Guarantor and any other Loan Party will cause at all times the Administrative Agent to have an Acceptable Lien in the Collateral, (b) will cause at all times all material provisions of the Security Instruments and the Other Credit Documents to be valid and binding on the Persons executing such Security Instruments or Credit Documents and (c) shall execute or re-execute such Security Instruments and Credit Documents and take such other actions as the Administrative Agent shall reasonably request in order for the Administrative Agent to maintain or create an Acceptable Lien in the Collateral, including without limitation any Collateral acquired by the Borrower, after the Closing Date.

Section 5.12 Minimum Real Property Assets. At all times during the term of the Loan, there shall be no less than four (4) separate and distinct Real Property Assets (the “Minimum Real Property Asset Covenant”).

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Section 5.13 Lien Searches; Title Searches. Borrower shall, upon Administrative Agent’s request therefor given from time to time, but not more frequently than annually, unless an Event of Default shall have occurred and be continuing or such Title Search indicates a Lien other than a Permitted Lien or another state of facts not reasonably satisfactory to the Required Lenders, pay for (a) reports of UCC, tax lien, judgment and litigation searches with respect to Borrower and any other Loan Party, and (b) searches of title to each of the Real Property Assets (each, a “Title Search”). Administrative Agent may also require, at Borrower’s expense, Title Searches with respect to any Real Property Asset at which any material construction or renovation work occurs. Such Title Searches and lien searches required under this Agreement shall be conducted by search firms designated by Administrative Agent in each of the locations designated by Administrative Agent.

Section 5.14 Reserves.

(a) Borrower may, at its option with respect to any Real Property Asset, either (i) (A) on or prior to the Closing Date, or the date on which a Substitute Property or a New Property shall have been added as a Real Property Asset pursuant to the terms hereof, with respect to clauses (x) and (y) of this subparagraph (a), or (B) either on or prior to the Closing Date, or the date on which a Substitute Property or a New Property shall have been added as a Real Property Asset pursuant to the terms hereof, or as required from time to time with respect to clause (z) of this subparagraph (a), deposit in a segregated account (which shall be a federally insured account at a bank reasonably satisfactory to the Administrative Agent in its sole and absolute discretion) (the “Deferred Maintenance Account”) any amounts (collectively, the “Required Maintenance Amounts”) determined by the Administrative Agent that are required to be accumulated for (x) performance of Capital Expenditures as identified on Schedule 4.24 hereto, (y) the remediation of any environmental hazard or potential environmental hazard respecting any Real Property Assets or (z) performance of any Required Property Improvement Obligations (the aforementioned items in clauses (x), (y) and (z) collectively, the “Required Maintenance”) with respect to the related Real Property Asset from which Administrative Agent shall, upon the request of Borrower and reasonable approval thereof by Administrative Agent (provided no Event of Default shall be continuing), withdraw amounts as needed for the performance of such repairs or remediation of environmental hazards or potential environmental hazards or (ii) restrict its borrowing capacity under this Agreement by requesting Administrative Agent and the Lenders to reduce the Maximum Availability by the Required Maintenance Amounts. Notwithstanding the foregoing, Borrower shall have no obligations under this Section 5.14(a) unless, as to any individual Eligible Property, the Required Maintenance Amounts exceed at any time the lesser of (x) 4% of the Rents, and Accounts Receivable as applicable, actually earned, in accordance with GAAP, generated by such Real Property Asset for the prior Fiscal Year, and (y) $500,000.

(b) Borrower may, at its option, either (i) maintain, or cause to be maintained, at all times the Minimum Capital Expenditure Reserves Account in the form of a segregated account (as described in Section 1.1 hereof) or (ii) restrict its borrowing capacity under this Agreement by requesting the Administrative Agent and the Lenders to reduce the Maximum Availability by the cumulative amount of Minimum Capital Expenditure Reserves, provided that if Borrower shall spend more than the cumulative amount of Minimum Capital Expenditure Reserves at any time, such restriction on borrowing capacity or the required balances of the Minimum Capital

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Expenditures Reserves Account, as the case may be, shall be reduced for the following Fiscal Year by the amount of such excess expenditure, but in no event to exceed two percent (2%) of the Rents, and Accounts Receivable, as applicable, actually received or earned, in accordance with GAAP, generated by the Real Property Assets for the prior Fiscal Year.

(c) Amounts to be deposited or restricted in Section 5.14(a) or (b) shall be net of amounts expended by Borrower on a current basis for such Capital Expenditures in the ordinary course of business; provided however, that Borrower shall provide to Administrative Agent an accounting of such expenditures as reasonably requested by and in form reasonably satisfactory to, Administrative Agent, within three (3) Business Days of such request.

(d) In the event Borrower elects for any particular Fiscal Year to maintain Minimum Capital Expenditure Reserves for a particular Real Property Asset at a percentage greater than four percent (4%) of the Rents, and Accounts Receivable, as applicable, generated by such Real Property Asset for the prior Fiscal Year, Borrower shall, annually, no later than fifteen (15) days prior to the commencement of such Fiscal Year, provide written notice to Administrative Agent of such percentage, which shall be subject to the approval of Administrative Agent, not to be unreasonably withheld or delayed.

Section 5.15 Single Purpose Entity. Borrower covenants and agrees (i) that its organizational documents and those of the IDOT Guarantor and any other Loan Party shall provide that they have not, and shall not:

(a) with respect to Borrower, the IDOT Guarantor and any other Loan Party (which for the purposes of this Section 5.15 only shall be referred to herein collectively as “Borrower”), engage in any business or activity other than the acquisition, development, ownership, operation, leasing, managing and maintenance of the Real Property Assets, and entering into the Loan, and activities incidental thereto;

(b) with respect to Borrower, acquire or own any material assets other than (i) the Real Property Assets, and (ii) such incidental Personal Property as may be necessary for the operation of the Real Property Assets;

(c) merge into or consolidate with any person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure;

(d) (i) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the State where the Real Property Assets are located, or (ii) without the prior written consent of Administrative Agent, amend, modify, terminate or fail to comply with the provisions of Borrower’s partnership agreement, articles of organization or similar organizational documents, as the case may be, whichever is applicable;

(e) Intentionally Omitted;

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(f) with respect to Borrower, commingle its assets with the assets of the Parent, Operating Partnership, any of Parent’s or Operating Partnership’s respective Subsidiaries, Principal, any of Borrower’s or the members, general partners, Affiliates or principals of the managing member or general partner of Borrower (each, a “Principal”) (collectively, “Related Persons”) or of any other Person (collectively, with the Related Persons, “Any Other Person”), participate in a cash management system with Any Other Person or fail to use its own separate stationery, telephone number, invoices and checks;

(g) with respect to Borrower, incur any Indebtedness, other than (i) the Indenture Guaranties, (ii) the Obligations and (iii) trade payables in the ordinary course of its business of owning and operating the Real Property Assets, provided that such trade payables (A) are not evidenced by a note, (B) are paid within sixty (60) days of the date incurred, (C) do not exceed, in the aggregate, at any one time, four percent (4%) of the Facility Amount and (D) are payable to trade creditors and in amounts as are normal and reasonable under the circumstances;

(h) become insolvent and fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due;

(i) except in connection with the Consolidated financial information set forth in Section 5.05, fail to maintain its records (including financial statements), books of account and bank accounts separate and apart from those of Any Other Person, (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of Any Other Person or (iii) include the assets or liabilities of Any Other Person on its financial statements;

(j) except as permitted in Section 6.08, enter into any contract or agreement with any Related Person (other than an Approved Participating Lease which shall meet the following standards), except upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms length basis with third parties other than any Related Person;

(k) seek the dissolution or winding up in whole, or in part, of Borrower, as the case may be;

(l) fail to correct any known misunderstandings regarding the separate identity of Borrower, or any member, general partner, principal or Affiliate thereof or any other Person;

(m) guarantee or become obligated for the Indebtedness of Any Other Person or hold itself out to be responsible for the Indebtedness of Any Other Person, other than as provided in the Indenture Guaranties;

(n) make any loans or advances to Any Other Person, and shall not acquire obligations or securities of any Related Person;

(o) fail to file its own tax returns or be included on the tax returns of Any Other Person except as required by applicable law or permitted in accordance with GAAP;

(p) fail either to hold itself out to the public as a legal entity separate and distinct from Any Other Person or to conduct its business solely in its own name or a name franchised or

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licensed to it by a Person other than a Related Person, and not as a division or part of Any Other Person in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) other than in connection with the Indenture Guaranties, to suggest that Borrower is responsible for the debts of Any Other Person;

(q) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(r) share any common logo with (except to the extent the Real Property Assets are operated under the same franchise or brand) or hold itself out as or be considered as a department or division of Any Other Person;

(s) fail to allocate fairly and reasonably any overhead expenses that are shared with any Related Person, including paying for office space and services performed by any employee of any Related Person;

(t) pledge its assets for the benefit of Any Other Person, and with respect to Borrower, other than with respect to the Loan;

(u) fail to maintain a sufficient number of employees in light of its contemplated business operations;

(v) fail to provide in its (i) articles of organization, certificate of formation and/or operating agreement, as applicable, if it is a limited liability company, (ii) limited partnership agreement, if it is a limited partnership or (iii) certificate of incorporation, if it is a corporation, that for so long as the Loan is outstanding pursuant to the Notes, this Agreement and the other Credit Documents, it shall not file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors without the affirmative vote of the Independent Director and of all other general partners/managing members/directors;

(w) fail to hold its assets in its own name;

(x) if Borrower is a corporation, fail to consider the interests of its creditors in connection with all corporate actions to the extent permitted by applicable law;

(y) have any of its Obligations guaranteed by an Affiliate, other than in connection with the Indenture Guaranties;

(z) Intentionally Omitted;

(aa) with respect to each Borrower, fail at any time to have at least one independent director (an “Independent Director”) that is not and has not been for at least five (5) years: (a) a stockholder, director, officer, employee, partner, member, attorney or counsel of either Borrower or any Related Person; (b) a customer, supplier or other Person who derives its purchases or revenues (other than any fee paid to such director as compensation for such director to serve as an Independent Director) from its activities with Borrower or any Related Person of either of them (a “Business Party”); (c) a person or other entity controlling or under common control with

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any such stockholder, partner, member, director, officer, attorney, counsel or Business Party; or (d) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, attorney, counsel or Business Party; or

(bb) with respect to each Borrower, permit its board of directors to take any action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock or other applicable organizational documents, requires the unanimous vote of one hundred percent (100%) of the members of the board without the vote of the Independent Director.

(cc) In the event Borrower does not have a managing member or general partner which complies, as reasonably determined by Administrative Agent, with the customary special purpose entity, bankruptcy remoteness requirements for such general partner or managing member (an “SPE Principal”), then unless the Borrower is a limited partnership whose general partner complies with the Independent Director/Springing Member Covenants (defined below), the Borrower shall be a Delaware limited liability company and the limited liability company agreement of Borrower (the “LLC Agreement”) shall provide that (A) upon the occurrence of any event that causes the last remaining member of Borrower (“Member”) to cease to be the member of Borrower (other than (1) upon an assignment by Member of all of its limited liability company interest in Borrower and the admission of the transferee in accordance with the Credit Documents and the LLC Agreement, or (2) the resignation of Member and the admission of an additional member of Borrower in accordance with the terms of the Credit Documents and the LLC Agreement), any person acting as Independent Director of Borrower shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of Borrower, automatically be admitted to Borrower (“Special Member”) and shall continue Borrower without dissolution and (B) Special Member may not resign from Borrower or transfer its rights as Special Member unless (1) a successor Special Member has been admitted to Borrower as Special Member in accordance with requirements of Delaware law and (2) such successor Special Member has also accepted its appointment as an Independent Director. The LLC Agreement shall further provide that (v) Special Member shall automatically cease to be a member of Borrower upon the admission to Borrower of a substitute Member, (w) Special Member shall be a member of Borrower that has no interest in the profits, losses and capital of Borrower and has no right to receive any distributions of Borrower assets, (x) pursuant to Section 18-301 of the Delaware Limited Liability Company Act (the “Act”), Special Member shall not be required to make any capital contributions to Borrower and shall not receive a limited liability company interest in Borrower, (y) Special Member, in its capacity as Special Member, may not bind Borrower and (z) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, Borrower, including, without limitation, the merger, consolidation or conversion of Borrower; provided, however, such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Director, to vote on such matters required by the LLC Agreement. In order to implement the admission to Borrower of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower as Special Member, Special Member shall not be a member of Borrower. In the event the Borrower is a limited partnership and the general partner thereof is not an SPE Principal, then the general partner shall be a Delaware liability company and shall comply with

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all the covenants set forth in this subparagraph (cc) relating to the Borrower’s LLC Agreement (the “Independent Director/Springing Member Covenants”).

Upon the occurrence of any event that causes the Member to cease to be a member of Borrower, to the fullest extent permitted by law, the personal representative of Member shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of Member in Borrower, agree in writing (A) to continue Borrower and (B) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, effective as of the occurrence of the event that terminated the continued membership of Member of Borrower in Borrower. Any action initiated by or brought against Member or Special Member under any Creditors Rights Laws (defined below) shall not cause Member or Special Member to cease to be a member of Borrower unless required by Applicable Law and upon the occurrence of such an event, the business of Borrower shall continue without dissolution. The LLC Agreement shall provide that each of Member and Special Member waives any right it might have to agree in writing to dissolve Borrower upon the occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower. The term “Creditors Rights Laws” shall mean with respect to any Person any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors.

Section 5.16 Intentionally Omitted.

Section 5.17 PIP Covenants.

(a) Borrower shall construct, erect, undertake, complete, repair or cause to be fully constructed, erected, undertaken, completed or repaired all of the work and repairs described in the Property Improvement Plan for each Real Property Asset and expend such funds with respect to such work and repairs, no later than the respective deadlines established in each Property Improvement Plan (the “PIP Covenant”).

(b) Within five (5) Business Days of the end of each Fiscal Quarter, Borrower shall deliver to Administrative Agent a certification of Borrower, setting forth in reasonable detail the extent of the completion of the PIP Covenant Work (defined below) and the amounts spent in connection therewith, such that Administrative Agent may determine whether the Borrower has complied with the PIP Covenants.

(c) Borrower shall or shall cause to be performed all work and repairs set forth in the PIP Covenant with respect to each Real Property Asset (collectively, the “PIP Covenant Work”) in a good and workmanlike manner, in compliance with all Legal Requirements (including, without limitation, any and all Environmental Laws and Access Laws), this Agreement and the applicable Security Instruments encumbering the applicable Real Property Assets.

(d) Borrower covenants and agrees that all PIP Covenant Work shall be constructed, installed or completed, as applicable, free and clear of any and all Liens (including mechanic’s, materialman’s or other Liens), claims and encumbrances whatsoever, except for Permitted Exceptions.

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(e) Nothing in this Section 5.17 shall be construed to: (i) make any Lender or the Administrative Agent responsible for performing or completing the PIP Covenant Work; or (ii) obligate any Lender or the Administrative Agent to demand from Borrower additional sums to make or complete any PIP Covenant Work.

(f) Borrower shall be responsible for the payment (from sources other than the Deferred Maintenance Account) of any and all costs and expenses in completing any PIP Covenant Work in excess of the amounts set forth in any Property Improvement Plan.

ARTICLE VI

NEGATIVE COVENANTS

So long as any Note or any amount under any Credit Document shall remain unpaid, or any Lender shall have any Commitment, to the extent applicable to such Person, Borrower, the Parent and the Operating Partnership shall comply with the following covenants.

Section 6.01 Liens, Etc. The Borrower, IDOT Guarantor, any other Loan Party, the Operating Partnership, the Parent and their respective Subsidiaries (except for or with respect to Permitted Other Subsidiaries) will not create, assume, incur or suffer to exist, any Lien on or in respect of any of its Property whether now owned or hereafter acquired, or assign any right to receive income, except for the Permitted Liens. The Borrower, IDOT Guarantor, any other Loan Party, the Operating Partnership, the Parent and their respective Subsidiaries (except for or with respect to Permitted Other Subsidiaries) will not create, assume, incur or suffer to exist, any Lien on or in respect of any of the Real Property Assets whether now owned or hereafter acquired, or assign any right to receive income, except for the Permitted Encumbrances.

Section 6.02 Indebtedness. The Operating Partnership, the Parent and their respective Subsidiaries (other than the Borrower, IDOT Guarantor and any other Loan Party, which is covered by Section 5.15 hereof) will not incur or permit to exist any Indebtedness other than the Obligations and the following:

(a) Unsecured Indebtedness in an amount that does not cause a breach at any time of the covenants contained in Article VII;

(b) Secured Recourse Indebtedness and Secured Non-Recourse Indebtedness (excluding the Obligations) incurred by Permitted Other Subsidiaries (and possibly guaranteed by the Parent) to the extent:

(i) the amount thereof does not cause a breach at any time of the covenants contained in Article VII;

(ii) the Secured Recourse Indebtedness secured by a Hotel Property does not exceed 65% of the Market Value of such Hotel Property (or with respect to Secured Recourse Indebtedness which is secured by more than one Hotel Property, such Secured

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Recourse Indebtedness does not exceed 65% of the aggregate Market Value of all Hotel Properties which secure such Secured Recourse Indebtedness which do not also secure other Indebtedness) and all Secured Recourse Indebtedness in the aggregate secured by Hotel Properties does not exceed 65% of the aggregate Market Value of such Hotel Properties;

(iii) the Secured Non-Recourse Indebtedness secured by a Hotel Property located in the United States does not exceed 70% of the Market Value of such Hotel Property (or with respect to Secured Non-Recourse Indebtedness which is secured by more than one Hotel Property, such Secured Non-Recourse Indebtedness does not exceed 70% of the aggregate Market Value of all Hotel Properties which secure such Secured Recourse Indebtedness which do not also secure other Indebtedness) and all Secured Non-Recourse Indebtedness in the aggregate secured by Hotel Properties located in the United States does not exceed 70% of the aggregate Market Value of such Hotel Properties; and

(iv) the Secured Non-Recourse Indebtedness secured by a Hotel Property located outside the United States does not exceed 65% of the Market Value of such Hotel Property (or with respect to Secured Non-Recourse Indebtedness which is secured by more than one Hotel Property located outside the United States, such Secured Non-Recourse Indebtedness does not exceed 65% of the aggregate Market Value of all Hotel Properties which secure such Secured Recourse Indebtedness which do not also secure other Indebtedness) and all Secured Non-Recourse Indebtedness in the aggregate secured by Hotel Properties located outside the United States does not exceed the lesser of (A) 65% of the aggregate Market Value of such Hotel Properties or (B) $25,000,000; provided that for purposes of this Section 6.02(b) the Parent, Operating Partnership and/or Borrower shall not be deemed to be in default of this Section 6.02(b) solely because of (1) a decrease in the Market Value of a Hotel Property after the date of incurrence of the Indebtedness secured by such Hotel Property if the Parent, Operating Partnership and/or Borrower was not in default of this Section 6.02(b) at the time of incurrence of such Indebtedness and (2) any refinancing of the Indebtedness described in the preceding clause (1) which does not provide refinancing proceeds in excess of the Indebtedness refinanced;

(c) Capitalized Leases for Personal Property;

(d) Intentionally Omitted.

(e) Any of the following Indebtedness incurred by the Parent or the Operating Partnership:

(i) guaranties in connection with the Indebtedness secured by a Hotel Property or interest in a Person owning a Hotel Property of (A) if the Hotel Property is subject to a ground lease, the payment of rent and performance of obligations under such ground lease, (B) real estate taxes relating to such Hotel Property, (C) capital reserves required under such Indebtedness, and (D) after a default under such Indebtedness, the rent under the applicable Approved Participating Lease will be applied to such Indebtedness;

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(ii) customary indemnities for acts of malfeasance, voluntary bankruptcy, misappropriation and misconduct and an environmental indemnity for the lender under Indebtedness permitted under this Agreement;

(iii) customary indemnities for acts of malfeasance, misappropriation, voluntary bankruptcy and misconduct by the Permitted Other Subsidiaries and environmental indemnities, all for the benefit of the lenders of other Permitted Other Subsidiary Indebtedness in connection with such Indebtedness; and

(iv) guaranties of franchise and license agreements.

Section 6.03 Agreements Restricting Distributions From Subsidiaries. The Operating Partnership will not, nor will it permit any of its Subsidiaries (other than Permitted Other Subsidiaries) to, enter into any agreement (other than a Credit Document) which limits distributions to or any advance by any of the Operating Partnership’s Subsidiaries to the Operating Partnership.

Section 6.04 Restricted Payments. Neither the Borrower, the Parent, the Operating Partnership, nor any of their respective Subsidiaries, will make any Restricted Payment, except that:

(a) (i) Provided no Default has occurred and is continuing or would result therefrom, any Borrower or its Subsidiaries may make cash payments to its members, partners or shareholders, as applicable, and (ii) provided no Default has occurred and is continuing or would result therefrom, the Parent may in any Fiscal Quarter, based on the immediately preceding Rolling Period, make cash payments to its shareholders (including in connection with the repurchase of Ownership Interests) which with the previous such cash payments in the three immediately preceding Fiscal Quarters are not in excess of the greater of (A) the lesser of (1) ninety percent (90%) of the Funds From Operations of the Parent during such Rolling Period, (2) one hundred percent (100%) of Free Cash Flow of the Parent during such Rolling Period, or (3) if the Parent’s Leverage Ratio at such time is greater than 7:00 to 1:00 or would be greater than 7:00 to 1:00 following such Restricted Payment, then $0, and (B) the amount required for the Parent to maintain its status as a REIT, provided that the repurchase of Ownership Interests shall only be permitted to the extent that following such repurchase the Parent’s Leverage Ratio is less than 5:00 to 1:00;

(b) provided no Default has occurred and is continuing or would result therefrom, the Operating Partnership shall be entitled to make cash distributions to its partners including the Parent;

(c) provided no Default has occurred and is continuing or would result therefrom, the Borrower or other Subsidiary of the Operating Partnership may make a Restricted Payment to the Operating Partnership,

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(d) the limited partners of the Operating Partnership shall be entitled to exchange limited partnership interests in the Operating Partnership for the Parent’s stock;

(e) the Operating Partnership shall be entitled to issue limited partnership interests in the Operating Partnership in exchange for ownership interests in Subsidiaries and Unconsolidated Entities which own a Future Property to the extent such Investment is permitted pursuant to the provisions of Section 6.07;

(f) provided that no Default has occurred and is continuing or would result therefrom, the Operating Partnership shall be entitled to make payments of principal and interest under Subordinated Indebtedness;

(g) The Operating Partnership may make contributions or other Restricted Payments to the Borrower, the IDOT Guarantor and any other Loan Party.

Section 6.05 Fundamental Changes; Asset Dispositions. Neither the Borrower, the Parent, the Operating Partnership, nor any of their respective Subsidiaries will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s material property except for a Permitted Asset Disposition, a transfer to a Permitted Other Subsidiary to the extent such property acts as collateral for Secured Recourse Indebtedness or Secured Non-Recourse Indebtedness permitted pursuant to the provisions of Section 6.02, or dispositions or replacements of personal property in the ordinary course of business; (c) enter into, as lessor, a lease (other than an Approved Participating Lease) of all or substantially all of any Hotel Property with any Person without the consent of the Administrative Agent; (d) sell or otherwise dispose of any material shares of Ownership Interests of any Subsidiary (except for a Permitted Other Subsidiary or a sale which qualifies as a Permitted Asset Disposition) or any Ownership Interests in the Borrower; (e) except for (i) Capitalization Events for which the consideration is principally cash or cash equivalents and (ii) the issuance of limited partnership interests in the Operating Partnership in exchange for Ownership Interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (f) enter into any forward sales of Ownership Interests in the Borrower, the Parent or the Operating Partnership; (g) include any hotel room owned by the Borrower, the Operating Partnership or its Subsidiary in a timeshare program; (h) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), provided that nothing herein shall prohibit the Operating Partnership from dissolving any Subsidiary which has no assets on the date of dissolution; or (i) materially alter the character of their respective businesses from that conducted as of the date of this Agreement or otherwise engage in any material business activity outside of the Hospitality/Leisure-Related Business.

Section 6.06 Personal Property Leases. For any Hotel Property, the Borrower, IDOT Guarantor, the Operating Partnership and any other Loan Party will not, and the Operating

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Partnership will not permit any of its Subsidiaries to enter into leases of Personal Property except in the ordinary course of business.

Section 6.07 Investments and other Property. Neither the Borrower, the Parent, the Operating Partnership, nor any of their respective Subsidiaries, shall acquire by purchase or otherwise any Investments or other Property, except that the Parent, the Operating Partnership and their respective Subsidiaries (other than the Borrower), may acquire by purchase or otherwise, the following:

(a) Investments or Properties owned by such Persons as of the Closing Date excluding those Investments and Properties covered under paragraphs (f), (g), (h) and (i) of this Section 6.07;

(b) a Future Property or a Subsidiary or Unconsolidated Entity which owns a Future Property, the Property Information of which does not reflect (i) any material Environmental problems with such Future Property or any Hazardous Substances in the soil or the groundwater of such Future Property or (ii) any material concerns pertaining to the physical condition of such Future Property, including without limitation the structural, electrical, plumbing, mechanical or other essential components of such Future Property; provided that prior to an Investment in such Future Property or a Subsidiary or Unconsolidated Entity which owns such Future Property, the Responsible Officer of Parent shall deliver to Administrative Agent a certificate which certifies that the Property Information does not reflect the items set forth in clauses (i) and (ii) of this paragraph (b) and provided further that if such Property Information does reflect any such problems, then the Operating Partnership may still make such Investment if the Operating Partnership and the Administrative Agent agree in writing upon the Required Work to correct or remediate such problems;

(c) Capital Expenditures for permitted Hotel Properties for the following purposes and subject to the following limitations calculated on a pro forma basis at the time of committing to make such Capital Expenditures taking into account such Capital Expenditures:

Type of Capital Expenditure	Limitation
Maintenance and Capital Expenditures (not of the type specified below)	No dollar limitation provided that the Parent is in compliance with all of the financial covenants contained in Article VII.
Emergency repairs and to comply with the requirements of Franchise Agreements	No dollar limitation provided that the Parent is in compliance with all of the financial covenants contained in Article VII.
Expansion (10% or more increase in total guest rooms for a Hotel Property) of existing Hotel Properties Or Development of New Hotel Properties (includes full Investment Amount of the Hotel Properties under development and land for which development is planned to commence within twelve months of the acquisition of such land).	Limited in any Fiscal Year to 0.5% of Adjusted Total Assets.

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(d) the purchase of Liquid Investments with any Person which qualifies as an Eligible Assignee;

(e) trade and customer accounts receivable (including in connection with the sale of used FF&E) which are for goods furnished or services rendered in the ordinary course of business and are payable in accordance with customary trade terms, and receivables purchased in connection with the acquisition of a Hotel Property;

(f) Excluding the unimproved land included within the calculations set forth in the preceding paragraph (c) for the development of new Hotel Properties, Investments in unimproved land that does not in the aggregate then have an Investment Amount which exceeds 1% of Adjusted Total Assets;

(g) Stock or Stock Equivalents (i) received in settlement of liabilities created in the ordinary course of business, and (ii) additional Stock or Stock Equivalents of publicly-traded Unconsolidated Entities engaged in the Hospitality/Leisure-Related Business which in the aggregate do not then have an Investment Amount which exceeds 1% of Adjusted Total Assets;

(h) Stock, Stock Equivalents, and other Investments in Unconsolidated Entities engaged in the Hospitality/Leisure-Related Business which are not publicly-traded Persons and which in the aggregate do not then have an Investment Amount which exceeds 5% of Adjusted Total Assets;

(i) Indebtedness of a Person to the Operating Partnership or to a Subsidiary of the Operating Partnership that is secured by a Lien on one or more Hotel Properties owned by such Person, which Hotel Properties (i) were previously owned by the Operating Partnership or a Subsidiary of the Operating Partnership or (ii) the Operating Partnership reasonably expects to acquire (through trustee’s sale, foreclosure, deed in lieu of foreclosure or otherwise), provided, however, that the aggregate amount of all Investments permitted under this paragraph (i) shall not at any one time exceed 2% of Adjusted Total Assets;

(j) [Intentionally Omitted];

(k) a direct or indirect TRS of the Operating Partnership for which the Operating Partnership owns directly or indirectly ownership interests in such Subsidiary of at least ninety-five percent (95%), provided that if for any Hotel Property the Operating Partnership’s direct or indirect ownership interests percentage is less than ninety-five percent (95%), then the Operating Partnership’s ownership percentage requirement for the TRS for such Hotel Property shall only be a percentage equal to or greater than the Operating Partnership’s direct or indirect ownership interests percentage for such Hotel Property;

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(l) Investments in Subsidiaries used by such Subsidiaries to make Investments otherwise permitted under this Section 6.07; provided that any such Investment in a Subsidiary which is used by such Subsidiary to make an Investment subject to any limitation set forth in this Section 6.07 shall be deemed included in the calculation of whether such limitation has been met; and

(m) other assets owned in the ordinary course of owning the Parent’s and the Parent’s Subsidiaries’ Hotel Properties and Hospitality/Leisure-Related Business.

Notwithstanding the foregoing, neither the Operating Partnership, nor the Parent, nor their respective Subsidiaries shall make an Investment which would (a) cause the Parent Properties in the aggregate to violate in any way the Parent Property Requirements without the Administrative Agent’s written consent, (b) if the Parent Deemed Investment Amount for Unconsolidated Entities was added to Investment Amounts for Parent Properties in determining whether the Parent Property Requirements had been met, cause the Parent Properties in the aggregate to violate in any material way the Parent Property Requirements without the Administrative Agent’s written consent, (c) Intentionally omitted, (d) cause a Default, or (e) cause or result in the Operating Partnership or the Parent failing to comply with any of the financial covenants contained herein.

Section 6.08 Affiliate Transactions. Except for the Approved Participating Leases, the Approved Management Agreements and certain liquor license agreements, the Operating Partnership will not, and will not permit any of its Subsidiaries to, make, directly or indirectly: (a) any transfer, sale, lease, assignment or other disposal of any assets to any Affiliate of the Operating Partnership or any purchase or acquisition of assets from any such Affiliate except for sales of new Personal Property (i) which in any calendar year do not exceed $1,000,000 in the aggregate and (ii) for which the sales price is the actual cost to the party selling; or (b) any arrangement or other transaction directly or indirectly with or for the benefit of any such Affiliate (including without limitation, guaranties and assumptions of obligations of an Affiliate), other than those matters set forth in either of the foregoing clauses (a) or (b) which are in the ordinary course of business and at market rates.

Section 6.09 Sale and Leaseback. The Operating Partnership will not, and will not permit any of its Subsidiaries to, enter into any arrangement with any Person, whereby in contemporaneous transactions the Operating Partnership or such Subsidiary sells essentially all of its right, title and interest in a material asset and the Operating Partnership or such Subsidiary acquires or leases back the right to use such property except in connection with the incurrence of Indebtedness permitted under this Agreement.

Section 6.10 Sale or Discount of Receivables. The Operating Partnership will not, and will not permit any of its Subsidiaries to, directly or indirectly, sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its notes or accounts receivable.

Section 6.11 No Further Negative Pledges. Neither the Operating Partnership, nor the Parent, nor their respective Subsidiaries shall enter into or suffer to exist any provisions or covenants in any agreement (a) prohibiting the creation or assumption of any Lien upon the

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Properties of the Parent, the Operating Partnership or any of their respective Subsidiaries (except for the Permitted Other Subsidiaries), whether now owned or hereafter acquired, or (b) requiring an obligation to be secured if some other obligation is or becomes secured except for (y) the provisions and covenants contained in this Agreement, the Credit Documents, and the Senior Note Indentures as of the Closing Date, and provisions and covenants similar to those contained in the Senior Note Indentures as of the Closing Date contained in future indentures for Senior Unsecured Indebtedness permitted by this Agreement and (z) the provisions and covenants contained in an indenture or other credit document evidencing, securing or otherwise pertaining to Subordinate Indebtedness permitted by this Agreement which (i) provide that if the Parent or the Operating Partnership or any of their respective Subsidiaries provides collateral to secure other Subordinate Indebtedness that such collateral shall also secure such Subordinate Indebtedness on an equal and ratable basis, (ii) do not contain any other provisions or covenants prohibited by this Section 6.11, and (iii) are in form and substance otherwise reasonably acceptable to the Administrative Agent. Nothing set forth in the Credit Documents shall be deemed to permit (i) pari passu Liens to be granted by any Loan Party encumbering any Collateral to secure the Indebtedness evidenced by the Indentures or (ii) the terms of Section 4.18 or 4.12 of the January 2001 Indenture to be effective.

Section 6.12 Material Documents.

(a) The Operating Partnership will not, nor will it permit any of its Subsidiaries to without the Required Lender’s written consent (i) amend the Operating Partnership’s partnership agreement in any material respect, (ii) admit a new general partner to the Operating Partnership, (iii) enter into any termination, material modification or amendment of the Approved Master Amendment which governs those Hotel Properties which do not secure Secured Non-Recourse Indebtedness or Secured Recourse Indebtedness, or (iv) enter into any termination or material modification or amendment of the Approved Management Agreements or Approved Participating Leases which singularly or in the aggregate could reasonably be expected to cause the Parent to forfeit the Parent’s status as a REIT or to cause any other Material Adverse Change.

(b) Notwithstanding the foregoing, without the Required Lender’s approval the Operating Partnership will be able to amend the aforementioned Approved Master Amendment to (i) add a Hotel Property to such agreement which the Operating Partnership and the Operating Partnership’s Subsidiaries or the Borrower are permitted to invest in under this Agreement, (ii) delete a Hotel Property from such agreement, provided that the Hotel Property either (A) is disposed of pursuant to a Permitted Asset Disposition or (B) on or about such deletion from the Approved Master Amendment the TRS for such Hotel Property enters into an Approved Management Agreement for such Hotel Property with an Approved Operator, (iii) release a TRS or Approved Operator, as applicable, from its rights and obligations under the Approved Master Amendment, provided such TRS or Approved Operator, as applicable, no longer is a party to any Approved Management Agreement for any Hotel Property that is subject to the Approved Master Amendment or (iv) add a TRS or Approved Operator, as applicable, as a party to the Approved Master Amendment.

(c) The Borrower will not, without the Required Lender’s written consent (i) amend the Borrower’s or any other Loan Party’s operating agreement in any material respect, (ii) admit

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any new members to the Borrower or any other Loan Party, (iii) enter into any termination, material modification or amendment of the Approved Master Amendment which governs the Real Property Assets, or (iv) enter into any termination or material modification or amendment of the Approved Management Agreements, Approved Participating Leases or Franchise Agreements which govern the Real Property Assets.

(d) Any termination, modification or amendment prohibited under this Section 6.12 without the required written consent shall, to the extent permitted by applicable law, be void and of no force and effect.

Section 6.13 Limitations on Development, Construction, Renovation and Purchase of Hotel Properties. Neither the Parent nor the Operating Partnership shall or shall permit any of their respective Subsidiaries to (a) engage in the development, construction or expansion of any Hotel Properties except as permitted by the provisions of Section 6.07 or (b) enter into any agreements to purchase Hotel Properties or other assets, unless with respect to such purchase the Parent, the Operating Partnership or such Subsidiary (as applicable) at all times has available sources of capital equal to pay in full the cost of the purchase of such Hotel Properties or other assets (to the extent that the payment of such cost of purchase constitutes a recourse obligation of the Parent, the Operating Partnership or its Subsidiary), which available sources of capital may include Advances to the extent that the Borrower may borrow the same for the purposes required or other Indebtedness permitted by the terms of this Agreement.

Section 6.14 Use of Proceeds of Advances. Neither the Parent nor the Operating Partnership shall or shall permit any of their respective Subsidiaries to use any proceeds from any Advances to repay (i) Indebtedness evidenced by any Indentures or (ii) Subordinated Indebtedness.

Section 6.15 Franchise Concentration. In no event shall any Franchise Concentration Event cause Franchise Concentration (i) in more than one (1) Franchise Affiliation to exceed 47% and (ii) with respect to any Franchise Affiliation (other than the Franchise Affiliation described in clause (i)), to exceed 32%.

ARTICLE VII

FINANCIAL COVENANTS

So long as any Note or any amount under any Credit Document shall remain unpaid, or any Lender shall have any Commitment hereunder, unless the Required Lenders shall otherwise consent in writing, the Borrower, the Parent, the Operating Partnership and its Subsidiaries shall comply with the following covenants.

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Section 7.01 Interest Coverage Ratio. The Parent shall maintain at the end of each Rolling Period set forth below, an Interest Coverage Ratio of not less than the ratio set forth below:

For the Rolling Period ending on:	Interest Coverage Ratio not less than:
June 30, 2005	1.10 to 1.00
September 30, 2005	1.05 to 1.00
December 31, 2005	1.05 to 1.00
March 31, 2006	1.15 to 1.00
June 30, 2006	1.15 to 1.00
September 30, 2006	1.15 to 1.00
Revolving Maturity Date	1.15 to 1.00

Section 7.02 Senior Unsecured Interest Coverage Ratio. The Parent shall maintain at the end of each Rolling Period set forth below, a Senior Unsecured Interest Coverage Ratio of not less than the ratio set forth below:

For the Rolling Period ending on:	Senior Unsecured Interest Coverage Ratio not less than:
June 30, 2005	.60 to 1.00
September 30, 2005	.55 to 1.00
December 31, 2005	.50 to 1.00
March 31, 2006	.55 to 1.00
June 30, 2006	.55 to 1.00
September 30, 2006	.55 to 1.00
Revolving Maturity Date	.55 to 1.00

Section 7.03 Fixed Charge Coverage Ratio. The Parent shall maintain at the end of each Rolling Period set forth below, a Fixed Charge Coverage Ratio of not less than the ratio set forth below:

For the Rolling Period ending on:	Fixed Charge Coverage Ratio not less than:
June 30, 2005	.85 to 1.00
September 30, 2005	.80 to 1.00
December 31, 2005	.80 to 1.00
March 31, 2006	.85 to 1.00
June 30, 2006	.85 to 1.00
September 30, 2006	.85 to 1.00
Revolving Maturity Date	.85 to 1.00

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Section 7.04 Intentionally Omitted.

Section 7.05 Leverage Ratio. The Parent shall not on any date permit the Leverage Ratio to exceed at any time during the applicable period indicated in the following chart the amount set forth in such chart for such period:

Beginning Date of Applicable Period	Ending Date of Applicable Period	Leverage Ratio
The Status Reset Date during the Fiscal Quarter commencing April 1, 2005	The day immediately prior to the Status Reset Date during the Fiscal Quarter commencing July 1, 2005	11.25 to 1.00
The Status Reset Date during the Fiscal Quarter commencing July 1, 2005	The day immediately prior to the Status Reset Date during the Fiscal Quarter commencing October 1, 2005	11.25 to 1.00
The Status Reset Date during the Fiscal Quarter commencing October 1, 2005	The day immediately prior to the Status Reset Date during the Fiscal Quarter commencing January 1, 2006	11.00 to 1.00
The Status Reset Date during the Fiscal Quarter commencing January 1, 2006	The day immediately prior to the Status Reset Date during the Fiscal Quarter commencing April 1, 2006	10.25 to 1.00
The Status Reset Date during the Fiscal Quarter commencing April 1, 2006	The day immediately prior to the Status Reset Date during the Fiscal Quarter commencing July 1, 2006	10.25 to 1.00
The Status Reset Date during the Fiscal Quarter commencing July 1, 2006	The day immediately prior to the Status Reset Date during the Fiscal Quarter commencing October 1, 2006	10.25 to 1.00
The Status Reset Date during the Fiscal Quarter commencing October 1, 2006	Revolving Maturity Date	10.25 to 1.00

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Section 7.06 Senior Unsecured Leverage Ratio. The Parent shall not on any date permit the Senior Unsecured Leverage Ratio to exceed at any time during the applicable period indicated in the following chart the amount set forth in such chart for such period:

Beginning Date of Applicable Period	Ending Date of Applicable Period	Senior Unsecured Leverage Ratio
The Status Reset Date during the Fiscal Quarter commencing April 1, 2005	The day immediately prior to the Status Reset Date during the Fiscal Quarter commencing July 1, 2005	17.00 to 1.00
The Status Reset Date during the Fiscal Quarter commencing July 1, 2005	The day immediately prior to the Status Reset Date during the Fiscal Quarter commencing October 1, 2005	17.50 to 1.00
The Status Reset Date during the Fiscal Quarter commencing October 1, 2005	The day immediately prior to the Status Reset Date during the Fiscal Quarter commencing January 1, 2006	21.00 to 1.00
The Status Reset Date during the Fiscal Quarter commencing January 1, 2006	The day immediately prior to the Status Reset Date during the Fiscal Quarter commencing April 1, 2006	20.00 to 1.00
The Status Reset Date during the Fiscal Quarter commencing April 1, 2006	The day immediately prior to the Status Reset Date during the Fiscal Quarter commencing July 1, 2006	20.00 to 1.00
The Status Reset Date during the Fiscal Quarter commencing July 1, 2006	The day immediately prior to the Status Reset Date during the Fiscal Quarter commencing October 1, 2006	20.00 to 1.00
The Status Reset Date during the Fiscal Quarter commencing October 1, 2006	Revolving Maturity Date	20.00 to 1.00

Section 7.07 Limitations on Secured Indebtedness and Secured Recourse Indebtedness.

(a) The Parent shall not on any date permit the sum of the Secured Non-Recourse Indebtedness and Secured Recourse Indebtedness of the Parent and its Subsidiaries on a Consolidated basis (excluding the Obligations), to be secured by Liens on Hotel Properties or other Investments, to exceed at any time during the applicable period indicated in the following

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chart the percentage set forth in such chart of the EBITDA of the Parent and its Subsidiaries on a Consolidated basis.

Period	Percentage of EBITDA
The Rolling Period ending on June 30, 2005	75%
From and after June 30, 2005	80%

(b) The Parent shall not on any date permit the sum of the Secured Recourse Indebtedness of the Parent and its Subsidiaries on a Consolidated basis (excluding the Obligations), to be secured by Liens on Hotel Properties or other Investments which for the Rolling Period immediately preceding such date produced ten percent (10%) or more of the EBITDA of the Parent and its Subsidiaries on a Consolidated basis.

Section 7.08 Senior Note Indenture - $200,000,000 9 ¹/8% Senior Notes. For the purpose of this Section 7.08 only, (a) all capitalized terms used in this Section 7.08 that are defined in the Senior Note Indenture shall have the meanings given to them in the Senior Note Indenture - $200,000,000 9 ¹/8% Senior Notes as of the Closing Date, and (b) all covenant calculations made under this Section 7.08 shall be calculated as would be calculated under the Senior Note Indenture - $200,000,000 9 ¹/8% Senior Notes as of the Closing Date, including, without limitation, by making all covenant calculations under this Section 7.08 by taking into account the designation of any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary under the Senior Note Indenture - $200,000,000 9 ¹/8% Senior Notes.

(a) Incurrence of Indebtedness. The Parent, the Operating Partnership and their respective Subsidiaries will not “incur” any additional Indebtedness in violation of Section 4.9 of the Senior Note Indenture - $200,000,000 9 ¹/8% Senior Notes as in effect on the Closing Date.

(b) Unencumbered Assets. The Parent, the Operating Partnership and their respective Restricted Subsidiaries will maintain at all times Total Unencumbered Assets in compliance with Section 4.18 of the Senior Note Indenture - $200,000,000 9 ¹/8% Senior Notes as in effect on the Closing Date.

Section 7.09 Availability Covenant. The Maximum Availability will be calculated on a quarterly basis. Borrower shall at all times maintain Maximum Availability equal to or greater than the amount of the outstanding Obligations (the “Availability Covenant”).

ARTICLE VIII

EVENTS OF DEFAULT; REMEDIES

Section 8.01 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” under any Credit Document:

(a) Principal Payment. The Borrower shall fail to pay any principal of any Note when the same becomes due and payable as set forth in this Agreement;

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(b) Interest or Other Obligation Payment. The Borrower shall fail to pay any interest on any Note or any fee or other amount payable hereunder or under any other Credit Document when the same becomes due and payable as set forth in this Agreement, provided however that the Borrower will have a grace period of five (5) days after the payments covered by this Section 8.01(b) becomes due and payable for the first two defaults of such Persons collectively under this Section 8.01(b) in every calendar year;

(c) Representation and Warranties. Any representation or warranty made or deemed to be made (i) by the Borrower, IDOT Guarantor, any other Loan Party, the Operating Partnership or Parent in this Agreement or in any other Credit Document, (ii) by the Borrower, IDOT Guarantor, any other Loan Party, Operating Partnership or Parent (or any of its officers) in connection with this Agreement or any other Credit Document, or (iii) by any Subsidiary in any Credit Document shall prove to have been incorrect in any material respect when made or deemed to have been made;

(d) Covenant Breaches. (i) The Borrower, IDOT Guarantor, any other Loan Party, the Parent or Operating Partnership shall fail to perform or observe any covenant contained in Section 5.02, Section 5.15, Article VI or Article VII of this Agreement or the Borrower, IDOT Guarantor, any other Loan Party, the Parent or Operating Partnership shall fail to perform or observe any covenant in any Credit Document beyond any notice and/or cure period for such default expressly provided in such Credit Document or (ii) the Borrower, IDOT Guarantor, any other Loan Party, Parent or Operating Partnership shall fail to perform or observe any term or covenant set forth in any Credit Document which is not covered by clause (i) above or any other provision of this Section 8.01, in each case if such failure shall remain unremedied for thirty (30) days after the earlier of the date written notice of such default shall have been given to the Borrower, IDOT Guarantor, any other Loan Party, Parent or Operating Partnership by the Administrative Agent or any Lender or the date a Responsible Officer of the Borrower, IDOT Guarantor, any other Loan Party, Parent or Operating Partnership has actual knowledge of such default, unless such default in this clause (ii) cannot be cured in such thirty (30) day period and the Borrower, IDOT Guarantor, any other Loan Party, Parent or Operating Partnership is diligently proceeding to cure such default, in which event the cure period shall be extended to ninety (90) days;

(e) Cross-Defaults.

(i) with respect to (A) (provided, however, the provisions of this Section 8.01(e)(i)(A) shall not apply to such Secured Non-Recourse Indebtedness while any of the Indentures shall remain outstanding and unpaid) any Secured Non-Recourse Indebtedness (but excluding Indebtedness evidenced by the Notes) which is outstanding in a principal amount of at least $50,000,000 individually or when aggregated with all such Indebtedness of the Operating Partnership, the Parent or any of their respective Subsidiaries any of the following; (B) any Indebtedness other than Secured Non-Recourse Indebtedness (but excluding Indebtedness evidenced by the Notes) which is outstanding in a principal amount of at least $5,000,000 individually or when aggregated with all such Indebtedness of the Operating Partnership, the Parent or any of their respective Subsidiaries any of the following:

(1) any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof,

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(2) the Operating Partnership, the Parent or any of their respective Subsidiaries shall fail to pay any principal of or premium or interest of any of such Indebtedness (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or

(3) any other event shall occur or condition shall exist under any agreement or instrument relating to such Indebtedness, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to permit the holders of such Indebtedness to accelerate the maturity of such Indebtedness;

(ii) any default beyond any grace period, if any, of any term or condition set forth in any of the Indentures.

(f) Insolvency. The Borrower, IDOT Guarantor, any other Loan Party, the Parent, the Operating Partnership or any of their respective Material Subsidiaries shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower, IDOT Guarantor, any other Loan Party, the Operating Partnership, the Parent or any of their respective Material Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against the Borrower, IDOT Guarantor, any other Loan Party, the Parent, the Operating Partnership or any of their respective Material Subsidiaries, either such proceeding shall remain undismissed for a period of ninety (90) days or any of the actions sought in such proceeding shall occur; or the Borrower, IDOT Guarantor, any other Loan Party, the Parent, the Operating Partnership or any of their respective Material Subsidiaries shall take any corporate action to authorize any of the actions set forth above in this paragraph (f);

(g) Judgments. Any judgment or order for the payment of money in excess of $5,000,000 (reduced for purposes of this paragraph for the amount in respect of such judgment or order that a reputable insurer has acknowledged being payable under any valid and enforceable insurance policy) shall be rendered against the Borrower, IDOT Guarantor, any other Loan Party, the Parent, the Operating Partnership or any of their respective Subsidiaries which, within sixty (60) days from the date such judgment is entered, shall not have been discharged or execution thereof stayed pending appeal;

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(h) ERISA. (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is likely to result in the termination of such Plan for purposes of Title IV of ERISA, unless such Reportable Event, proceedings or appointment are being contested by the Parent, the Borrower, any other Loan Party, or the Operating Partnership in good faith and by appropriate proceedings, (iv) any Plan shall terminate for purposes of Title IV of ERISA, (v) the Parent, the Borrower, IDOT Guarantor, any other Loan Party, the Operating Partnership or any member of a Controlled Group shall incur any liability in connection with a withdrawal from a Multiemployer Plan or the insolvency (within the meaning of Section 4245 of ERISA) or reorganization (within the meaning of Section 4241 of ERISA) of a Multiemployer Plan, unless such liability is being contested by the Parent, the Borrower, IDOT Guarantor, any other Loan Party or the Operating Partnership in good faith and by appropriate proceedings, or (vi) any other event or condition shall occur or exist, with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could subject the Borrower, IDOT Guarantor, any other Loan Party or the Operating Partnership to any tax, penalty or other liabilities in the aggregate exceeding $10,000,000;

(i) Security Instruments. Any Event of Default (as defined in the Security Instruments) shall occur;

(j) First Priority Lien. The Security Instruments and the other Credit Documents after delivery thereof shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lien on the Collateral (subject to the Permitted Liens) purported to be covered, hereby or thereby;

(k) Parent’s REIT Status. There shall be a determination from the applicable Governmental Authority from which no appeal can be taken that the Parent’s tax status as a REIT has been lost;

(l) Parent Common Stock; Repayment Event. The Parent at any time hereafter fails to (i) cause the Parent Common Stock to be duly listed on the New York Stock Exchange, Inc. or (ii) file timely all reports required to be filed by the Parent with the New York Stock Exchange, Inc. and the Securities and Exchange Commission and, with respect to a failure under clause (ii), such failure remains uncured on the date which is the earlier of (A) the date thirty (30) days following the date Parent shall receive notice, or otherwise have actual knowledge of such failure and (B) the date specified by the New York Stock Exchange, Inc. or the Securities and Exchange Commission as the date such failure needs to be cured by; or

(m) Change in Control. Any of the following occur without the written consent of the Required Lenders: (a) a Change of Control occurs for either the Parent or the Operating Partnership; (b) the Parent owns less than 100% of the legal or beneficial interest in MeriStar LP, Inc.; (c) the Parent, MeriStar LP, Inc. and any wholly-owned Subsidiary of the Parent collectively owns less than 70% of the legal or beneficial interest in the Operating Partnership;

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(d) the Operating Partnership owns less than 99% of the direct or indirect legal and beneficial ownership in Borrower, the IDOT Guarantor and any other Loan Party, respectively; or (e) the Parent owns less than .01% of the direct or indirect legal and beneficial ownership in Borrower, the IDOT Guarantor and any other Loan Party, respectively.

(n) Intentionally Omitted.

Section 8.02 Optional Acceleration of Maturity; Other Actions. If any Event of Default (other than an Event of Default pursuant to paragraph (f) of Section 8.01) shall have occurred and be continuing, then, and in any such event,

(a) the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Notes, all interest thereon, and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, all such interest, and all such amounts shall become and be forthwith due and payable in full, without presentment, demand, protest or further notice of any kind (including, without limitation, any notice of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the Borrower to the extent permitted by Applicable Law, and

(b) the Administrative Agent shall at the request of, or may with the consent of, the Required Lenders proceed to enforce its rights and remedies under the Credit Documents for the ratable benefit of the Lenders by appropriate proceedings.

Section 8.03 Automatic Acceleration of Maturity. If any Event of Default pursuant to paragraph (f) of Section 8.01 shall occur, the obligation of each Lender to make Advances shall immediately and automatically be terminated and the Notes, all interest on the Notes, and all other amounts payable under this Agreement shall immediately and automatically become and be due and payable in full, without presentment, demand, protest or any notice of any kind (including, without limitation, any notice of intent to accelerate or notice of acceleration), all of which are hereby expressly waived by the Borrower to the extent permitted by Applicable Law.

Section 8.04 Intentionally Omitted.

Section 8.05 Non-exclusivity of Remedies. No remedy conferred upon the Administrative Agent or the Lenders is intended to be exclusive of any other remedy, and each remedy shall be cumulative of all other remedies existing by contract, at law, in equity, by statute or otherwise.

Section 8.06 Right of Set-off.

(a) Upon (i) the occurrence and during the continuance of any Event of Default pursuant to paragraph (f) of Section 8.01 or (ii) the making of the request or the granting of the consent, if any, specified by Section 8.02 to authorize the Administrative Agent to declare the Notes and any other amount payable hereunder due and payable pursuant to the provisions of

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Section 8.02 or the automatic acceleration of the Notes and all amounts payable under this Agreement pursuant to Section 8.03, each Lender and Affiliate thereof is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or any Affiliate thereof to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement, the Notes held by such Lender, and the other Credit Documents, irrespective of whether or not such Lender shall have made any demand under this Agreement, such Notes, or such other Credit Documents, and although such obligations may be unmatured. Each Lender agrees to promptly notify the Borrower in writing after any such set-off and application made by such Lender or its Affiliate, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section are in addition to any other rights and remedies (including, without limitation, other rights of set-off) which such Lender may have.

(b) To the extent permitted by Applicable Law, the Borrower waives any right of set-off, defense or counterclaim the Borrower has or may have against any Lender to apply any amounts owed the Borrower by such Lender or any Affiliate thereof against the Obligations hereunder.

ARTICLE IX

AGENCY PROVISIONS

Section 9.01 Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms hereof and of the other Credit Documents, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement or any other Credit Document (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, any other Credit Document, or applicable law. The functions of the Administrative Agent are administerial in nature and in no event shall the Administrative Agent have a fiduciary or trustee relation in respect of any Lender by reason of this Agreement or any other Credit Document. Within five (5) Business Days of the Administrative Agent receiving actual knowledge (without any duty to investigate) of a Default, the Administrative Agent will provide written notice of such Default to the Lenders.

Section 9.02 Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken (including such Person’s own negligence) by it or them under or in connection with this Agreement or the other Credit Documents, except for its or their own

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gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Administrative Agent; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made in or in connection with this Agreement or the other Credit Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Credit Document on the part of the Borrower, the Parent, Operating Partnership or their respective Subsidiaries or to inspect the property (including the books and records) of the Borrower, the Parent, the Operating Partnership or their respective Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document other than with respect to the Administrative Agent’s execution of the documents to which the Administrative Agent is a party; and (f) shall incur no liability under or in respect of this Agreement or any other Credit Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Section 9.03 Each Agent and Its Affiliates. With respect to its Commitment, the Advances made by it and the Notes issued to it, the Administrative Agent shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not an Agent. The term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include the Administrative Agent in its individual capacity as a Lender. The Administrative Agent, the Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower or any of its Subsidiaries, and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if the Administrative Agent were not an Administrative Agent hereunder or the Lenders were not Lenders hereunder and without any duty to account therefor to the Lenders.

Section 9.04 Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements referred to in Section 4.06 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

Section 9.05 Indemnification. The Lenders severally agree to indemnify the Administrative Agent and the other agents hereunder (to the extent not reimbursed by the Borrower), according to their respective Pro Rata Shares from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or

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disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against such Person in any way relating to or arising out of this Agreement or any action taken or omitted by such Person under this Agreement or any other Credit Document (including such Person’s own negligence), provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its Pro Rata Share of any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Credit Document, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower.

Section 9.06 Successor Agent. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower and may be removed at any time with cause by the Required Lenders upon receipt of written notice from the Required Lenders to such effect. Upon receipt of notice of any such resignation or removal, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within thirty (30) days after the retiring Administrative Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders and the Borrower, appoint a successor Administrative Agent, which shall be a bank meeting the financial requirements of an Eligible Assignee and, to the extent that a Lender is willing to act in such capacity, a Lender. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Administrative Agent under this Agreement and the other Credit Documents.

Section 9.07 Arranger, Book Runner, and Other Agents. Under the Credit Documents Lehman Brothers Inc. shall be named Sole Arranger and Sole Book Runner; but such Person in such capacity shall have no right or duty to act as agent on behalf of the Lenders.

ARTICLE X

MISCELLANEOUS

Section 10.01 Amendments, Etc.

(a) No amendment or waiver of any provision of this Agreement, the Notes, or any other Credit Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, as

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specified in the particular provisions of the Credit Documents, and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment shall increase the Commitment of any Lender without the prior written consent of such Lender, and no amendment, waiver or consent shall, unless in writing and signed by all the Lenders whose Commitments or Advances are directly modified thereby, do any of the following: (i) increase the aggregate Commitments of the Lenders, (ii) reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder or under any other Credit Document or otherwise release the Borrower from any Obligations, (iii) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, (iv) amend this Section 10.01, (v) amend the definition of “Required Lenders”, (vi) release all or substantially all of the Collateral, except as provided in Section 2.13 hereof; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent, as the case may be, under this Agreement or any other Credit Document. In addition, the definition of “Required Lenders” cannot be amended without the unanimous written consent of all Lenders holding Commitments.

(b) Intentionally Omitted.

(c) In addition, none of the following decisions shall be made without the prior written consent of the Required Lenders:

(i) Intentionally Omitted;

(ii) release any material Collateral from its Lien securing the Obligations except as contemplated by the provisions of Section 2.13;

(iii) any determination (A) to make a Borrowing after the occurrence and during the continuance of an Event of Default or (B) to waive or modify a material condition precedent to the funding of an Advance;

(iv) any (A) determination to send notice to the Borrower of, or otherwise declare, an Event of Default pursuant to Section 8.01 of this Agreement, (B) determination to accelerate the Obligations pursuant to Section 8.02 of this Agreement, (C) exercise of remedies under any Credit Document, (D) material decision regarding the operation, maintenance, sale or other disposition of any Property after the foreclosure upon such Property, provided that Administrative Agent shall be able to take any action it determines necessary to preserve or maintain any such Property and provided further that if the Required Lenders cannot agree on the sale or disposition of such Property, the Administrative Agent shall not sell or dispose of such Property, but shall continue to hold such Property for the benefit of the Lenders;

(v) any waiver or any amendment to the financial covenants contained in Article VII of this Agreement or any definitions used therein;

(vi) any other material waiver or modification of the Credit Documents not referred to in this Section 10.01; and

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(vii) any amendment of any other provision of a Credit Document which expressly requires the consent of the Required Lenders.

(d) Any amendment to a covenant of the Parent, the Operating Partnership or any of its Subsidiaries or amendment to a definition shall require the Borrower’s written consent.

(e) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement which requires unanimous consent of the Lenders, the consent of fifty one percent (51%) or more of the Non-Defaulting Lenders entitled to vote on such proposed change, waiver, discharge or termination is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described below, to replace each such non-consenting Lender or Lenders with one or more Eligible Assignees pursuant to Section 2.15, provided that (i) at the time of such replacement, each such Eligible Assignee consents to the proposed change, waiver, discharge or termination, (ii) the Borrower shall not have the right to replace a Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) to increase any of such Lender’s Commitments and (iii) the Borrower shall have consummated any such replacement of Lenders within thirty (30) days of the occurrence of the event giving the Borrower the right to cause such replacement.

Notwithstanding the foregoing, the Administrative Agent and the Borrower (without the consent of any other Lender) may enter into amendments of any Credit Document solely with respect to corrections of formal defects not having any economic impact.

Section 10.02 Notices, Etc. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) five (5) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Borrower:	[Name of Borrower] c/o MeriStar Hospitality Corporation 4501 N. Fairfax Drive Suite 500 Arlington, VA 22203 Attn: Jerome J. Kraisinger, Esq.           General Counsel Facsimile No.: (703) 812-7235
With a copy to:	Latham & Watkins, LLP 885 Third Avenue Suite 1000 New York, New York 10022-4802 Attn: James I. Hisiger, Esq. Facsimile No.: (212) 751-4864

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If to Administrative Agent or any Lender:	Lehman Commercial Paper, Inc. c/o Lehman Brothers 745 7th Avenue, 16th Floor New York, New York 10019 Attention: Ms. Michelle Rosolinsky Facsimile No.: (646) 758-5130
With a copy to:	Trimont Real Estate Advisors Marquis Tower, Suite 2200 3424 Peachtree Road NE Atlanta, GA 30326 Attention: John Schwartz Facsimile No.: (404) 582-8918
With a copy to:	c/o Lehman Brothers 399 Park Avenue, 8th Floor New York, New York 10022 Attention: Thomas Buffa Facsimile No.: (646) 758-4672
With a copy to:	Thacher Proffitt & Wood LLP Two World Financial Center New York, New York 10281 Attention: Mitchell G. Williams, Esq. Facsimile No.: (212) 912-7751

or addressed as such party may from time to time designate by written notice to the other parties.

Either party by notice to the other may designate additional or different addresses for subsequent notices or communications.

Section 10.03 No Waiver; Remedies. No failure on the part of any Lender, or any Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies provided in this Agreement and the other Credit Documents are cumulative and not exclusive of any remedies provided by law.

Section 10.04 Costs and Expenses. The Borrower agrees to pay on demand all out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, due diligence, administration, modification and amendment of this Agreement, the Notes and the other Credit Documents and syndication of the Obligations including, without limitation, (a) the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent, and (b) all reasonable out-of-pocket costs and expenses, if any, of

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the Administrative Agent, and each Lender (including, without limitation, reasonable counsel fees and expenses of the Administrative Agent, and each Lender) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Credit Documents, and (c) to the extent not included in the foregoing, the reasonable costs of any local counsel, travel expenses, Intralink’s charges, Engineering Reports, Appraisals, Environmental Reports, mortgage and intangible taxes (if any), and any title or Uniform Commercial Code search costs, any insurance consultant costs and other costs usual and customary in connection with a credit facility of this type.

Section 10.05 Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent, and when the Administrative Agent shall have, as to each Lender, either received a counterpart hereof executed by such Lender or been notified by such Lender that such Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights or delegate its duties under this Agreement or any interest in this Agreement without the prior written consent of each Lender.

Section 10.06 Lender Assignments and Participations.

(a) Assignments. Any Lender may assign to one or more banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, and the Notes held by it); provided, however, that:

(i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s rights and obligations under this Agreement and shall involve a ratable assignment of such Lender’s Commitment and Advances;

(ii) the amount of the resulting Commitments and Advances of the assigning Lender (unless it is assigning all its Commitments and Advances) and the assignee Lender pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $2,500,000 in total and shall be an integral multiple of $1,000,000;

(iii) each such assignment shall be to an Eligible Assignee;

(iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment;

(v) the Administrative Agent (and in the case of assignments of all or a portion of a Lender’s Commitments after the date of this Agreement) shall consent to such assignment, which consent shall not be unreasonably withheld or delayed; and

(vi) each Eligible Assignee (other than an Eligible Assignee which is an Affiliate of the assigning Lender) shall pay to the Administrative Agent a $3,500 administrative fee; provided that, in the case of contemporaneous assignments by a

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Lender to more than one Related Fund (which Related Funds are not then Lenders hereunder), only a single $3,500 such fee shall be payable for all such contemporaneous assignments.

Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three (3) Business Days after the execution thereof or such earlier date as agreed to by the Administrative Agent, (A) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything herein to the contrary, (i) any Lender may assign or pledge, as collateral or otherwise, any of its rights under the Credit Documents to any Federal Reserve Bank and (ii) any Lender that is an Approved Fund or Related Fund may, without the consent of the Administrative Agent or the Borrower, pledge all or any portion of its Advances and Notes to any trustee for, or any other representative of, holders of obligations owed, or securities issued, by such Approved Fund or Related Fund, as security for such obligations or securities; provided that (A) any foreclosure or similar action by such trustee or representative shall be subject to the provisions of this Section 10.06(a) concerning assignments, including without limitation the requirement that any assignee of such Notes and Advances must qualify as an Eligible Assignee and (B) such Lender shall not require such trustee’s or representative’s consent to any matter under this Agreement, except (1) for a change in the principal amount of any Note which has been so pledged, reductions in fees or interest, or extending the Term Maturity Date or Revolving Maturity Date or (2) as otherwise consented to by the Administrative Agent.

(b) Term of Assignments. By executing and delivering an Assignment and Acceptance, the Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency of value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Sections 4.06 and 5.05, if applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on

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its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(c) The Register. The Administrative Agent shall maintain at its address referred to in Section 10.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Advances owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Procedures. Upon its receipt of an Assignment and Acceptance executed by a Lender and an Eligible Assignee, together with the Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of the attached Exhibit C, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register, and (iii) give prompt notice thereof to the Borrower. Within five (5) Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes, a new Note or Notes payable to the order of such Eligible Assignee in amount equal to, respectively, the Commitments and the outstanding Advances assumed by it pursuant to such Assignment and Acceptance, and if the assigning Lender has retained any Commitments hereunder, a new Note or Notes payable to the order of such Lender in an amount equal to, respectively, the Commitments and the outstanding Advances retained by it hereunder. Such new Note or Notes shall be dated the date of the original Notes executed pursuant to this Agreement and shall otherwise be in substantially the form of the attached Exhibit A.

(e) Participations. Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it, and the Notes held by it); provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitments to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Notes for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement, and (v) such Lender shall not require the participant’s consent to any matter under this Agreement, except for change in the principal amount of any Note in which the participant has an interest, reductions in fees or interest, or extending the Term Maturity Date or the Revolving Maturity Date. The Borrower hereby agrees that participants shall have the same rights under Sections 2.08, 2.09, 2.11(c), and 10.07 hereof as the Lender to the extent of their respective participations.

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(f) Confidentiality. Each Lender agrees to preserve the confidentiality of any confidential information relating to the Borrower, the Parent, the Operating Partnership and their respective Subsidiaries received by Lender; provided that each Lender may furnish any such confidential information in the possession of such Lender from time to time to (i) assignees and participants (including prospective assignees and participants), (ii) its regulators, the National Association of Insurance Commissioners, governmental authorities and any self-governing organization to which is a member, (iii) any direct or indirect contractual counterparty to such Lender in swap agreements or such contractual counterparty’s professional advisor and (iv) the Related Funds, Affiliates, directors, partners, officers, employees of such Person or its Affiliates or Related Funds; provided that, prior to any such disclosure, such Person shall agree to preserve the confidentiality of any confidential information relating to the Borrower, the Parent, the Operating Partnership and its Subsidiaries received by it from or on behalf of such Lender.

(g) Cooperation in Syndication.

(i) Borrower agrees to assist Lenders in completing a sale with novation of all or any part of Lenders, right, title and interest in and to the Loan (a “Syndication”) satisfactory to the Lenders. Such assistance shall include (A) direct contact between senior management and advisors of Borrower and the proposed Lenders during reasonable business hours, (B) review and provide information to prepare a confidential information memorandum and other marketing materials to be used in connection with the Syndication, (C) the hosting, with Lenders, of one or more meetings of prospective Lenders, and (D) the delivery of appraisals satisfactory to Lenders if required.

(ii) Lenders shall manage all aspects of the Syndication of the Loan, including decisions as to the selection of institutions to be approached and when they will be approached, when their Commitments will be accepted, which institutions will participate, the allocations of the Commitments among the Lenders and the amount and distribution of Fees among the Lenders. To assist Lenders in their Syndication efforts, Borrower agrees promptly to prepare and provide to Lender all information with respect to Borrower, Participating Lessees, Approved Operator, Approved Franchisor and the Real Property Assets, including all financial information and projections with respect thereto (the “Projections”), as Lenders may reasonably request in connection with the Syndication of the Loan. Borrower hereby represents and covenants that (A) all information other than the Projections (the “Information”) that has been or will be made available to Lenders by Borrower or any of their representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (B) the Projections that have been or will be made available to Lenders by Borrower or any of their representatives have been or will be prepared in good faith based upon reasonable assumptions. Borrower understands that in arranging and syndicating the Loan, the Lenders may use and rely on the Information and Projections without independent verification thereof.

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(iii) If required in connection with the Syndication, Borrower hereby agrees to:

(A) deliver updated financial and operating statements and other information reasonably required by Lenders to facilitate the Syndication;

(B) deliver reliance letters reasonably satisfactory to Lenders with respect to the environmental assessments and reports delivered to Lenders prior to the Closing Date, which will run to Lenders and its successors and assigns;

(C) execute modifications to the Credit Documents reasonably required by the Lenders, provided that such modification will not change any material or economic terms of the Credit Documents, or otherwise materially increase the obligations or materially decrease the rights of Borrower pursuant to the Credit Documents; and

(D) deliver an opinion letter from Richards Layton & Finger, PA with respect to each Borrower or other Loan Party which is a Delaware single member limited liability company regarding, among other matters: (1) whether the provisions in the operating agreement of such Person requiring the unanimous consent of the directors of such Person before a voluntary bankruptcy petition can be filed is enforceable, (2) whether a judgment creditor of the single member of such Person may directly attach the assets of such Person, (3) whether the bankruptcy of the single member of such Person will cause such Person to be dissolved, or its affairs wound up and (4) whether such Person is a separate legal entity which shall continue to be a separate legal entity until the cancellation of its certificate of formation.

Section 10.07 Indemnification. The Borrower shall indemnify the Administrative Agent, the other agents hereunder, the Lenders (including any lender which was a Lender hereunder prior to any full assignment of its Commitment), and each affiliate thereof and their respective directors, officers, employees, trustees, advisors, and agents from, and discharge, release, and hold each of them harmless against, any and all losses, liabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from (i) any actual or proposed use by the Borrower or any Affiliate of the Borrower of the proceeds of any Advance, (ii) any breach by the Borrower, the Parent, the Operating Partnership of any provision of this Agreement or any other Credit Document, (iii) any investigation, litigation or other proceeding (including any threatened investigation or proceeding) relating to the foregoing, or (iv) any Environmental Claim or requirement of Environmental Laws concerning or relating to the present or previously-owned or operated properties, or the operations or business, of the Borrower, the Parent, the Operating Partnership or any of their Subsidiaries, and the Borrower shall reimburse the Administrative Agent, the other agents hereunder, and each Lender, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand for any reasonable out-of-pocket expenses (including legal fees) incurred in connection with any such investigation, litigation or other proceeding; and expressly including any such losses, liabilities, claims, damages, or expense incurred by reason of such Person’s own negligence, but excluding any such losses, liabilities, claims, damages or expenses incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified.

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Section 10.08 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 10.09 Survival of Representations, Indemnifications, etc. All representations and warranties contained in this Agreement or made in writing by or on behalf of the Borrower in connection herewith shall survive the execution and delivery of this Agreement and the Credit Documents, the making of the Advances and any investigation made by or on behalf of the Lenders, none of which investigations shall diminish any Lender’s right to rely on such representations and warranties. All obligations of the Borrower provided for in Sections 2.08, 2.09, 2.11(c), 9.05 and 10.07 shall survive any termination of this Agreement and repayment in full of the Obligations.

Section 10.10 Severability. In case one or more provisions of this Agreement or the other Credit Documents shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired thereby.

Section 10.11 Intentionally Omitted.

Section 10.12 Intentionally Omitted.

Section 10.13 Usury Not Intended. It is the intent of the Borrower and each Lender in the execution and performance of this Agreement and the other Credit Documents to contract in strict compliance with applicable usury laws, including conflicts of law concepts, governing the Advances of each Lender including such applicable laws of the State of New York and the United States of America from time to time in effect. In furtherance thereof, the Lenders and the Borrower stipulate and agree that none of the terms and provisions contained in this Agreement or the other Credit Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Rate and that for purposes hereof “interest” shall include the aggregate of all charges which constitute interest under such laws that are contracted for, charged or received under this Agreement; and in the event that, notwithstanding the foregoing, under any circumstances the aggregate amounts taken, reserved, charged, received or paid on the Advances, include amounts which by applicable law are deemed interest which would exceed the Maximum Rate, then such excess shall be deemed to be a mistake and each Lender receiving same shall credit the same on the principal of its Notes (or if such Notes shall have been paid in full, refund said excess to the Borrower). In the event that the maturity of the Notes is accelerated by reason of any election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest may never include more than the Maximum Rate and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the applicable Notes (or, if the applicable Notes shall have been paid in full, refunded to the Borrower). In determining whether or not the interest paid or payable under any specific contingencies exceeds the Maximum Rate, the Borrower and the Lenders

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shall to the maximum extent permitted under applicable law amortize, prorate, allocate and spread in equal parts during the period of the full stated term of the Notes all amounts considered to be interest under applicable law at any time contracted for, charged, received or reserved in connection with the Obligations. The provisions of this Section shall control over all other provisions of this Agreement or the other Credit Documents which may be in apparent conflict herewith.

Section 10.14 GOVERNING LAW. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED, AND ANY DISPUTE BETWEEN THE BORROWER, ANY LOAN PARTY, ANY AGENT, ANY LENDER, OR ANY INDEMNITEE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK; PROVIDED THAT THE PERFECTION OF THE LIENS OF THE ADMINISTRATIVE AGENT ON THE COLLATERAL AND THE EXERCISE OF REMEDIES AGAINST THE COLLATERAL SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE APPLICABLE JURISDICTION.

Section 10.15 CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

(A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK, BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

(B) OTHER JURISDICTIONS. THE BORROWER AGREES THAT ANY AGENT, ANY LENDER OR ANY INDEMNITEE SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER THE BORROWER OR ANY OTHER LOAN PARTY OR (2) ENFORCE A JUDGMENT OR OTHER COURT ORDER

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ENTERED IN FAVOR OF SUCH PERSON. THE BORROWER AND ANY OTHER LOAN PARTY AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND ANY OTHER LOAN PARTY WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION (B).

(C) SERVICE OF PROCESS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND ANY OTHER LOAN PARTY WAIVES PERSONAL SERVICE OF ANY PROCESS UPON IT AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY WRITS, PROCESS OR SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING BY THE MAILING THEREOF BY ANY AGENT OR THE LENDERS BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AND ANY OTHER PARTY, AS APPLICABLE, ADDRESSED AS PROVIDED HEREIN. NOTHING HEREIN SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY AGENT OR THE LENDERS TO SERVE ANY SUCH WRITS, PROCESS OR SUMMONSES IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND ANY OTHER LOAN PARTY IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH ABOVE.

(D) WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

(E) WAIVER OF BOND. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND ANY OTHER LOAN PARTY WAIVES THE POSTING OF ANY BOND OTHERWISE REQUIRED OF ANY PARTY HERETO IN

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CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO REALIZE ON THE COLLATERAL ENFORCE ANY JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PARTY, OR TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION, THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT.

(F) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF THIS SECTION 10.15 AND SECTION 10.21, WITH ITS COUNSEL.

Section 10.16 Intentionally Omitted.

Section 10.17 Knowledge of Borrower. For purposes of this Agreement, “knowledge of the Borrower” means the actual knowledge of any of the executive officers and all other Responsible Officers of the Parent, the Operating Partnership, the IDOT Guarantor or any other Loan Party.

Section 10.18 Lenders Not in Control. None of the covenants or other provisions contained in the Credit Documents shall or shall be deemed to, give the Lenders the rights or power to exercise control over the affairs and/or management of the Borrower, the Parent or the Operating Partnership, any of its Subsidiaries, the power of the Lenders being limited to the right to exercise the remedies provided in the Credit Documents; provided, however, that if any Lender becomes the owner of any stock, or other equity interest in, any Person whether through foreclosure or otherwise, such Lender shall be entitled (subject to requirements of law) to exercise such legal rights as it may have by being owner of such stock, or other equity interest in, such Person.

Section 10.19 Headings Descriptive. The headings of the several Sections and paragraphs of the Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Section 10.20 Intentionally Omitted.

Section 10.21 No Consequential Damages. NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT, EACH PERSON PARTY HERETO FOR ITSELF AND ON BEHALF OF ITS AFFILIATES AGREES THAT THE RECOVERY OF ANY DAMAGES SUFFERED OR INCURRED AS A RESULT OF ANY BREACH BY ANY PERSON OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT SHALL BE LIMITED TO THE ACTUAL DAMAGES SUFFERED OR INCURRED AS A RESULT OF THE BREACH BY THE BREACHING PARTY OF ITS REPRESENTATIONS, WARRANTIES OR OBLIGATIONS HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT AND IN NO EVENT SHALL THE BREACHING PARTY BE LIABLE TO ANY NON-BREACHING PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE

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DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR LOST OR DELAYED PRODUCTION) SUFFERED OR INCURRED BY THE NON-BREACHING PARTY AS A RESULT OF THE BREACH BY THE BREACHING PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR OBLIGATIONS HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT.

Section 10.22 Exculpation. The Lenders and the Administrative Agent on behalf of the Lenders shall not enforce the liability and obligation of Borrower, the IDOT Guarantor and any other Loan Party (Borrower, IDOT Guarantor and such other Loan Party for the purposes of this Subsection 10.22 shall be referred to collectively in this Section 10.22 as “Borrower”) to perform and observe the obligations contained in this Agreement, the Notes, the Security Instruments or the other Credit Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that the Lenders and the Administrative Agent on behalf of the Lenders may bring a foreclosure action, action for specific performance or other appropriate action or proceeding to enable the Lenders and the Administrative Agent on behalf of the Lenders to enforce and realize upon this Agreement, the Notes, the Security Instruments, the other Credit Documents, and the interest in the Real Property Assets, the Personal Property thereon, the Rents and any other Collateral given to the Lenders and the Administrative Agent on behalf of the Lenders under this Agreement, the Notes, the Security Instruments and the other Credit Documents; provided, however, that any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Real Property Assets, the Personal Property thereon, in the Rents and in any other Collateral given to the Lenders and the Administrative Agent on behalf of the Lenders. The Lenders and the Administrative Agent on behalf of the Lenders, by accepting this Agreement, the Notes and the Security Instruments, agrees that they shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding, under or by reason of or under or in connection with this Agreement, the Notes, the Security Instruments or the other Credit Documents. The provisions of this Section shall not, however, (i) constitute a waiver, release or impairment of any Obligation evidenced or secured by this Agreement, the Notes, the Security Instruments or the other Credit Documents; (ii) impair the right of Lenders and the Administrative Agent on behalf of the Lenders to name Borrower as a party defendant in any action or suit for judicial foreclosure and sale under the Security Instruments; (iii) affect the validity or enforceability of any indemnity, guaranty, master lease or similar instrument made in connection with this Agreement, the Note, the Security Instruments, or the other Credit Documents; (iv) impair the right of the Lenders and the Administrative Agent on behalf of the Lenders to obtain the appointment of a receiver; (v) impair the enforcement of the Assignment of Leases and Rents; (vi) impair the right of Lender to enforce the provisions of Sections 10.1 of the Security Instruments or Sections 2.11, 4.11, 4.12 and 5.03 hereof; or (vii) impair the right of Lender to obtain a deficiency judgment or other judgment on the Note against Borrower if necessary to (A) preserve or enforce its rights and remedies against any Real Property Asset, the Personal Property thereon or any other Collateral or (B) obtain any casualty insurance proceeds or condemnation awards to which the Lenders and the Administrative Agent on behalf of the Lenders would otherwise be entitled under the terms of this Agreement or the Security Instruments; provided however, the Lenders and the Administrative Agent on behalf of the Lenders shall only enforce such judgment to the extent of the casualty insurance proceeds and/or condemnation awards.

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Section 10.23 Contributions and Waivers.

(a) As a result of the transactions contemplated by this Agreement, each Borrower will benefit, directly and indirectly, from each Borrower’s obligation to pay the Obligations and perform its other obligations under this Agreement and the other Credit Documents and in consideration therefore each Borrower desires to enter into an allocation and contribution agreement among themselves as set forth in this Section 10.23 to allocate such benefits among themselves and to provide a fair and equitable agreement to make contributions among each of Borrowers in the event any payment is made by any individual Borrower hereunder to Administrative Agent or the Lenders (such payment being referred to herein as a “Contribution,” and for purposes of this Section 10.23, includes any exercise of recourse by Administrative Agent against any Collateral of a Borrower and application of proceeds of such Collateral in satisfaction of such Borrower’s Obligations).

(b) Each Borrower shall be liable hereunder with respect to the Obligations only for such total maximum amount (if any) that would not render its Obligations hereunder or under any of the Credit Documents subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any State law.

(c) In order to provide for a fair and equitable contribution among each Borrower in the event that any Contribution is made by an individual Borrower (a “Funding Borrower”), such Funding Borrower shall be entitled to a reimbursement Contribution (“Reimbursement Contribution”) from each other Borrower for all payments, damages and expenses incurred by that Funding Borrower in discharging any of the Obligations, in the manner and to the extent set forth in this Section 10.23.

(d) For purposes hereof, the “Benefit Amount” of any individual Borrower as of any date of determination shall be the net value of the benefits to such Borrower and its Affiliates from extensions of credit made by Lenders to (a) such Borrower and (b) to each other Borrower hereunder and the Credit Documents to the extent such other Borrowers have guaranteed or mortgaged their Property to secure the Obligations of such Borrower to Administrative Agent.

(e) Each Borrower shall be liable to a Funding Borrower in an amount equal to the greater of (A) the (i) ratio of the Benefit Amount of such Borrower to the total amount of Obligations, multiplied by (ii) the amount of Obligations paid by such Funding Borrower, or (B) ninety-five percent (95%) of the excess of the fair saleable value of the property of such Borrower over the total liabilities of such Borrower (including the maximum amount reasonably expected to become due in respect of contingent liabilities) determined as of the date on which the payment made by a Funding Borrower is deemed made for purposes hereof (giving effect to all payments made by other Funding Borrowers as of such date in a manner to maximize the amount of such Contributions).

(f) In the event that at any time there exists more than one Funding Borrower with respect to any Contribution (in any such case, the “Applicable Contribution”), then Reimbursement Contributions from each other Borrower pursuant hereto shall be allocated among such Funding Borrowers in proportion to the total amount of the Contribution made for or on account of each other Borrower by each such Funding Borrower pursuant to the Applicable

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Contribution. In the event that at any time any Borrower pays an amount hereunder in excess of the amount calculated pursuant to this Section 10.23 above, that Borrower shall be deemed to be a Funding Borrower to the extent of such excess and shall be entitled to a Reimbursement Contribution from each other Borrower in accordance with the provisions of this Section 10.23.

(g) Each Borrower acknowledges that the right to Reimbursement Contribution hereunder shall constitute an asset in favor of Borrower to which such Reimbursement Contribution is owing.

(h) No Reimbursement Contribution payments payable by a Borrower pursuant to the terms of this Section 10.23 shall be paid until all amounts then due and payable by all of Borrowers to Administrative Agent or the Lenders, pursuant to the terms of the Credit Documents, are paid in full in readily available funds. Nothing contained in this Section 10.23 shall limit or affect in any way the Obligations of any Borrower to Lenders under this Agreement or any other Credit Documents.

(i) Each Borrower waives to the extent permitted by Applicable Law:

(i) any right to require Lender to proceed against any other Borrower or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power before proceeding against Borrower;

(ii) the defense of the statute of limitations in any action against any other Borrower or for the collection of any indebtedness or the performance of any obligation under the Loan;

(iii) any defense based upon any legal disability or other defense of any other Borrower, any guarantor of any other person or by reason of the cessation or limitation of the liability of any other Borrower or any guarantor from any cause other than full payment of all sums payable under this Agreement and any of the other Credit Documents;

(iv) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any principal of any other Borrower or any defect in the formation of any other Borrower or any principal of any other Borrower;

(v) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal;

(vi) any defense based upon any failure by Administrative Agent or the Lenders to obtain collateral for the indebtedness or failure by Administrative Agent or Lenders to perfect a Lien on any collateral;

(vii) presentment, demand, protest and notice of any kind;

(viii) Intentionally Omitted;

135

(ix) Intentionally Omitted;

(x) any defense based upon any election by Administrative Agent or the Lenders, in any bankruptcy proceeding, of the application or non-application of Section 1111(6)(2) of the Bankruptcy Code or any successor statute;

(xi) any defense based upon any use of cash collateral under Section 363 of the Bankruptcy Code;

(xii) any defense based upon any agreement or stipulation entered into by Administrative Agent or the Lenders with respect to the provision of adequate protection in any bankruptcy proceeding;

(xiii) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Bankruptcy Code;

(xiv) any defense based upon the avoidance of any security interest in favor of Administrative Agent or the Lenders for any reason;

(xv) any defense based upon any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, including any discharge of, or bar or stay against collecting, all or any of the Obligations; and

(xvi) any defense or benefit based upon Borrower’s, or any other party’s, resignation of the portion of any obligation secured by the applicable Security Instruments to be satisfied by any payment from any other Borrower or any such party.

(j) Each Borrower waives to the extent permitted by Applicable Law:

(i) all rights and defenses arising out of an election of remedies by Administrative Agent or Lender even though the election of remedies, such as nonjudicial foreclosure with respect to security for the Loan or any other amounts owing under the Credit Documents, has destroyed Borrower’s rights of subrogation and reimbursement against any other Borrower;

(ii) all rights and defenses that Borrower may have because any of the Obligations are secured by real property. This means, among other things: (A) the Administrative Agent may collect from Borrower without first foreclosing on any real or personal property collateral pledged by any other Borrower, (B) if Administrative Agent forecloses on any real property collateral pledged by any other Borrower, (1) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) Administrative Agent may collect from Borrower even if any other Borrower, by foreclosing on the real property collateral, has destroyed any right Borrower may have to collect from any other Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Borrower may have because any of the Debt is secured by real property; and

136

(iii) any claim or other right which Borrower might now have or hereafter acquire against any other Borrower or any other person that arises from the existence or performance of any obligations under the Notes, this Agreement, the Security Instruments or the other Credit Documents, including, without limitation, any of the following: (A) any right of subrogation, reimbursement, exoneration, contribution, or indemnification; or (B) any right to participate in any claim or remedy of Administrative Agent or the Lenders against any other Borrower or any collateral security therefor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

137

[SIGNATURE PAGE OF SENIOR CREDIT AGREEMENT]

EXECUTED as of the date first referenced above.

2780 ATLANTA LIMITED PARTNERSHIP, L.P.,
a Delaware limited partnership
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person
MERISTAR SUB 4J, LLC, a Delaware limited liability company (f/k/a Capstar Oklahoma City Company, L.L.C.)
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person
MERISTAR SUB 3C, LLC, a Delaware limited liability company, (f/k/a Capstar Tucson Company, L.L.C.)
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person
MERISTAR SUB 8E, LLC, a Delaware limited liability company, (f/k/a Capstar Windsor Locks Company, L.L.C.)
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

[SIGNATURE PAGE OF SENIOR CREDIT AGREEMENT]

MERISTAR KEY LARGO SPE, LLC, a Delaware limited liability company
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person
MERISTAR ANNAPOLIS SPE, LLC, a Delaware limited liability company
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person
MERISTAR MAHWAH SPE, LLC, a Delaware limited liability company
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person
MERISTAR ALEXANDRIA SPE, LLC, a Delaware limited liability company
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person
MERISTAR ALBUQUERQUE SPE, LLC, a Delaware limited liability company
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

MERISTAR SUB 1B, LLC (f/k/a EQUISTAR BELLEVUE COMPANY, L.L.C.), a Delaware limited liability company
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person
MERISTAR SUB 1D, LP (f/k/a CAPSTAR LAJV, L.P.), a Delaware limited partnership
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person
MERISTAR SUB 7D, LLC (f/k/a CAPSTAR CHICAGO COMPANY, L.L.C.), a Delaware limited liability company
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person
MERISTAR SUB 7F, LLC (f/k/a CAPSTAR INDIANAPOLIS COMPANY, L.L.C), a Delaware limited liability company
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

LEHMAN COMMERCIAL PAPER, INC., a New York Corporation
By:	/s/ Francis X. Gilhool
Name:	Francis X. Gilhool
Title:	Authorized Signatory
LEHMAN BROTHERS BANK, FSB, a federal stock savings bank
By:	/s/ Gary Taylor
Name:	Gary Taylor
Title:	Authorized Signatory

[SIGNATURE PAGE OF SENIOR CREDIT AGREEMENT]

The undersigned acknowledges the receipt and approval of this Agreement and the other Credit Documents, and to the extent terms, conditions and/or covenants of this Agreement shall apply to the IDOT Guarantor and/or the Maryland Property, the undersigned agrees to such terms, conditions and/or covenants.

MERISTAR ANNAPOLIS OWNER SPE, LLC, a Delaware limited liability company
By:	/s/ Donald D. Olinger
Name:	Donald D. Olinger
Title:	Authorized Person

EX-13

Exhibit 13

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.

CONSOLIDATED BALANCE SHEETS

(Dollars and units in thousands)

	September 30, 2005			December 31, 2004
	(Unaudited)
ASSETS
Property and equipment	$	2,569,041		$	2,581,720
Accumulated depreciation		(513,559	)		(506,632	)
		2,055,482			2,075,088
Assets held for sale		23,058			—
Investments in and advances to unconsolidated affiliates		71,465			84,796
Prepaid expenses and other assets		35,969			34,230
Insurance claim receivable		37,070			76,056
Accounts receivable, net of allowance for doubtful accounts of $528 and $691		41,922			32,979
Restricted cash		18,839			58,413
Cash and cash equivalents		35,289			60,533
	$	2,319,094		$	2,422,095
LIABILITIES AND PARTNERS’ CAPITAL
Debt	$	1,443,982		$	1,369,299
Notes payable to MeriStar Hospitality Corporation		170,000			203,977
Accounts payable and accrued expenses		77,486			71,781
Accrued interest		29,733			41,165
Due to Interstate Hotels & Resorts		16,881			21,799
Other liabilities		7,618			11,553
Total liabilities		1,745,700			1,719,574
Minority interests		2,382			2,418
Redeemable OP units at redemption value, 2,258 and 2,298 outstanding		20,620			19,187
Partners’ capital – Common OP units, 87,491 and 87,370 issued and outstanding		550,392			680,916
	$	2,319,094		$	2,422,095

The accompanying notes are an integral part of these consolidated financial statements.

1

MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

(Dollars in thousands, except per unit amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Revenue:
Hotel operations:
Rooms	$	130,674		$	121,053		$	389,870		$	378,807
Food and beverage		48,035			44,483			158,322			147,936
Other hotel operations		12,036			12,518			34,787			43,100
Office rental, parking and other revenue		1,908			1,426			4,941			4,021
Total revenue		192,653			179,480			587,920			573,864
Hotel operating expenses:
Rooms		33,041			32,000			95,766			94,565
Food and beverage		36,323			34,762			112,613			109,284
Other hotel operating expenses		7,708			8,182			22,124			27,290
Office rental, parking and other expenses		945			682			2,381			1,938
Other operating expenses:
General and administrative, hotel		32,328			28,770			93,643			88,950
General and administrative, corporate		4,000			2,520			10,361			9,625
Property operating costs		30,947			28,292			89,622			85,796
Depreciation and amortization		25,519			24,576			72,752			72,427
Property taxes, insurance and other		11,092			12,567			33,439			43,337
Loss on asset impairments		40,343			—			40,343			—
Contract termination costs		1,081			—			1,081			—
Operating expenses		223,327			172,351			574,125			533,212
Equity in income/loss of and interest earned from unconsolidated affiliates		2,682			1,600			7,257			4,800
Hurricane business interruption insurance gain		—			—			4,290			—
Operating (loss) income		(27,992	)		8,729			25,342			45,452
Minority interest income		34			40			36			65
Interest expense, net		(30,152	)		(30,994	)		(91,563	)		(95,586	)
Loss on early extinguishments of debt		(54,165	)		—			(55,172	)		(7,903	)
Loss before income taxes and discontinued operations		(112,275	)		(22,225	)		(121,357	)		(57,972	)
Income tax (expense) benefit		(16	)		218			(429	)		604
Loss from continuing operations		(112,291	)		(22,007	)		(121,786	)		(57,368	)
Discontinued operations:
Loss from discontinued operations before income tax		(5,832	)		(5,557	)		(8,672	)		(23,223	)
Income tax benefit		—			26			—			116
Loss from discontinued operations		(5,832	)		(5,531	)		(8,672	)		(23,107	)
Net loss	$	(118,123	)	$	(27,538	)	$	(130,458	)	$	(80,475	)
Preferred distributions		—			—			—			(141	)
Net loss applicable to common unitholders	$	(118,123	)	$	(27,538	)	$	(130,458	)	$	(80,616	)
Net loss applicable to general partner unitholders	$	(115,151	)	$	(26,812	)	$	(127,144	)	$	(78,255	)
Net loss applicable to limited partner unitholders	$	(2,972	)	$	(726	)	$	(3,314	)	$	(2,361	)
Basic and diluted loss per unit:
Loss from continuing operations	$	(1.25	)	$	(0.25	)	$	(1.36	)	$	(0.70	)
Loss from discontinued operations		(0.07	)		(0.06	)		(0.09	)		(0.28	)
Net loss per basic and diluted unit	$	(1.32	)	$	(0.31	)	$	(1.45	)	$	(0.98	)

The accompanying notes are an integral part of these consolidated financial statements

2

MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

(Dollars in thousands)

	Nine Months Ended September 30,
	2005			2004
Operating activities:
Net loss	$	(130,458	)	$	(80,475	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		74,915			77,983
Loss on asset impairments		46,989			10,022
Loss on sale of assets, before tax effect		2,527			13,762
Loss on early extinguishments of debt		433			7,903
Minority interests		(36	)		(65	)
Equity in loss of unconsolidated affiliate		1,342			—
Amortization of unearned stock-based compensation		848			(3,845	)
Deferred income taxes		—			(357	)
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds		40,895			(3,071	)
Accounts receivable, net		(8,943	)		8,342
Prepaid expenses and other assets		2,533			8,985
Receivables from unconsolidated affiliates		12,128			(4,800	)
Due to Interstate Hotels & Resorts		(6,982	)		(9,058	)
Accounts payable, accrued expenses, accrued interest and other liabilities		(4,355	)		(19,482	)
Net cash provided by operating activities		31,836			5,844
Investing activities:
Acquisition of hotels, net of cash acquired of $4.1 million		—			(182,375	)
Capital expenditures for property and equipment		(171,771	)		(85,632	)
Deposit on investment in hotel		—			(7,500	)
Proceeds from sales of assets		45,825			119,323
Estimated insurance proceeds related to capital expenditures		7,700			—
Decrease (increase) in restricted cash		45,898			(17,187	)
Costs associated with disposition program and other, net		(2,192	)		(5,653	)
Net cash used in investing activities		(74,540	)		(179,024	)
Financing activities:
Prepayments on debt		(382,571	)		(105,049	)
Scheduled payments on debt		(16,061	)		(6,991	)
Proceeds from mortgage loans, net of financing costs		73,374			109,700
Proceeds from debt issuance, net of financing costs		320,704			—
Net borrowings under credit facility revolver, net of financing costs		22,519			—
Distributions to minority investors		—			(141	)
Proceeds from OP units issuance, net of issuance costs		346			72,261
Purchase of subsidiary partnership interests		—			(8,690	)
Repurchase of OP units under employee stock plans		(851	)		(160	)
Other		—			(207	)
Net cash provided by financing activities		17,460			60,723
Effect of exchange rate changes on cash and cash equivalents		—			(632	)
Net decrease in cash and cash equivalents		(25,244	)		(113,089	)
Cash and cash equivalents, beginning of period		60,533			230,876
Cash and cash equivalents, end of period	$	35,289		$	117,787
Supplemental Cash Flow Information
Cash paid for interest and income taxes:
Interest, net of capitalized interest	$	102,751		$	106,559
Income tax payments, net of (refunds)	$	313		$	(644	)
Non-cash investing and financing activities:
Property damage insurance claim receivable	$	9,609		$	60,000
Notes payable to MeriStar Hospitality redeemed in exchange for Common OP units	$	—		$	49,213
Mortgage foreclosure	$	—		$	11,141
Change of fair value of interest rate swap	$	3,981		$	2,343
Issuance of OP units to MeriStar Hospitality for stock bonus	$	1,022		$	—
Redemption of OP units	$	633		$	606

The accompanying notes are an integral part of these consolidated financial statements.

3

MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

1. Organization

MeriStar Hospitality Operating Partnership, L.P. (the “Company”) is the subsidiary operating partnership of MeriStar Hospitality Corporation Commission file number 1-11903, (“MeriStar Hospitality”, which is a real estate investment trust, or REIT). We own a portfolio of primarily upper upscale, full-service hotels and resorts in the United States. Our portfolio is diversified geographically as well as by franchise and brand affiliations. As of September 30, 2005, we owned 69 hotels with 19,376 rooms, all of which were leased by our taxable subsidiaries. Sixty-seven of these hotels were managed by Interstate Hotels & Resorts (“Interstate”), one hotel was managed by The Ritz-Carlton Hotel Company, LLC (“Ritz-Carlton”), a subsidiary of Marriott International, Inc., and one hotel was managed by another subsidiary (“Marriott”) of Marriott International, Inc. (collectively with Interstate and Ritz-Carlton, the “Managers”). During the third quarter of 2005, we entered into agreements to convert the management of one hotel from Interstate to Marriott management, effective during the fourth quarter of 2005.

The Managers operate the 69 hotels we owned as of September 30, 2005 pursuant to management agreements with our taxable subsidiaries. Under these management agreements, each taxable subsidiary pays a management fee for each property to the Manager of its hotels. The taxable subsidiaries in turn make rental payments to our subsidiary operating partnership under the participating leases.

Under the Interstate management agreements, the base management fee is 2.5% of total hotel revenue, plus incentive payments based on meeting performance thresholds that could total up to an additional 1.5% of total hotel revenue. The agreements have initial terms expiring on January 1, 2011 with three renewal periods of five years each at the option of Interstate, subject to some exceptions. Additionally, our franchise fees generally range from 1.5% to 7.5% of hotel room revenues.

Under the existing Ritz-Carlton and Marriott management agreements, the base management fee is 3.0% and 2.5% of total hotel revenue, respectively, through 2005 and 3.0% under both thereafter, plus incentive payments based on meeting performance thresholds that could total up to an additional 2.0% of total revenue and 20% of available cash flow (as defined in the relevant management agreement), respectively. The agreements have initial terms expiring in 2015 and 2024, respectively, with four and three renewal periods of 10 and five years each, respectively, at the option of Ritz-Carlton and Marriott. The Ritz-Carlton and Marriott management agreements include certain limited performance guarantees by the relevant manager which are designed primarily to provide downside performance protection and run through 2005 and up to 2008, respectively. Management, based upon budgets and operating trends, expects payments under these guarantees for 2005 and in the future to be minimal.

2. Summary of Significant Accounting Policies

Interim Financial Statements. We have prepared these unaudited interim financial statements according to the rules and regulations of the United States Securities and Exchange Commission. We have omitted certain information and footnote disclosures that are normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. These interim financial statements should be read in conjunction with the financial statements, accompanying notes and other information included in our Annual Report on Form 10-K for the year ended December 31, 2004.

In our opinion, the accompanying unaudited consolidated interim financial statements reflect all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the financial condition and results of operations and cash flows for the periods presented. The results of operations for the interim periods are not necessarily indicative of the results for the entire year.

Basis of Presentation and Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company, its subsidiaries and its controlled affiliates. We consolidate entities (in the absence of other factors when determining control) when we own over 50% of the voting shares of another company or, in the case of partnership investments, when we own the general partnership interest. Additionally, if we determine that we are an owner in a variable interest entity within the meaning of the Financial Accounting Standards Board, or FASB, revision to Interpretation No. 46, “Consolidation of Variable Interest Entities” and that our variable interest will absorb a majority of the entity’s expected losses if they

4

occur, receive a majority of the entity’s expected residual returns if they occur, or both, then we will consolidate the entity. All material intercompany transactions and balances have been eliminated in consolidation. One of our properties reports results over 13 four week periods each year. We include 12 weeks of results in each of quarters one through three and 16 weeks of results in quarter four.

Use of Estimates. Preparing financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from these estimates.

Property and Equipment. We record our property and equipment at cost, or at fair value at the time of contribution for contributed property. We use the straight-line method for depreciation. We depreciate the majority of our buildings and improvements over an estimated useful life of 20 to 40 years, or the remaining term of a ground lease (including consideration of renewal options), if shorter. We depreciate furniture, fixtures and equipment over lives ranging from five to seven years, and computers over three to five years. During the three months ended September 30, 2005 and 2004, we recognized depreciation expense of $22.1 million and $24.6 million, respectively. During the nine months ended September 30, 2005 and 2004, we recognized depreciation expense of $67.9 million and $72.6 million, respectively. For the three months ended September 30, 2005 and 2004, we capitalized interest of $3.3 million and $1.6 million, respectively. For the nine months ended September 30, 2005 and 2004, we capitalized interest of $9.1 million and $3.6 million, respectively.

Held for Sale Properties. Held-for-sale classification requires that the sale be probable and that the transfer of the asset is expected to be completed within one year, among other criteria. Assessing the probability of the sale requires significant judgment due to the uncertainty surrounding completing the transaction, and as a result, we have developed the following policy to aid in the assessment of probability. We classify the properties we are actively marketing as held for sale once all of the following conditions are met:

• Our board has approved the sale,

• We have a fully executed agreement with a qualified buyer which provides for no significant outstanding or continuing obligations with the property after sale, and

• We have a significant non-refundable deposit.

We carry properties held for sale at the lower of their carrying values or estimated fair values less costs to sell. We cease depreciation at the time the asset is classified as held for sale. If material to our total portfolio, we segregate the assets and liabilities relating to our held for sale properties on our Consolidated Balance Sheets.

Cash Equivalents and Restricted Cash. We classify investments with original maturities of three months or less as cash equivalents. Our cash equivalents include investments in debt securities, including commercial paper, overnight repurchase agreements and money market funds. Restricted cash represents amounts held in escrow in accordance with the requirements of certain of our credit facilities.

Impairment or Disposal of Long-Lived Assets. We record as discontinued operations the current and prior period operating results of any asset that has been classified as held for sale or has been disposed of and where we have no continuing involvement. Any gains or losses on final disposition are also included in discontinued operations.

Whenever events or changes in circumstances indicate that the carrying value of a long-lived asset may be impaired, an analysis is performed to determine the recoverability of the asset’s carrying value. When we conclude that we are more likely than not to sell or otherwise dispose of an asset significantly before the end of its previously estimated useful life, we perform an impairment analysis on that asset (as is the case for assets we are considering for disposition). We make estimates of the undiscounted cash flows from the expected future operations or potential sale of the asset. If the analysis indicates that the carrying value is not recoverable from these estimates of cash flows, we write down the asset to estimated fair value and recognize an impairment loss. Any impairment losses we recognize on assets held for use are recorded as operating expenses. We record any impairment losses on assets held for sale as a component of discontinued operations.

5

Accounting for Costs Associated with Exit or Disposal Activities. We recognize a liability for a cost associated with an exit or disposal activity only when the liability is incurred, and measure that liability initially at fair value. Hotels of which we dispose may be managed under agreements that require payments as a result of termination. Any such liability will be recognized at the time the asset disposition is complete and a termination notice is provided. At that time, the recognition of the termination obligation will be included in the calculation of the final gain or loss on sale.

Stock-Based Compensation. We apply the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, for new stock based compensation awards issued under our compensation programs sponsored by MeriStar Hospitality. As permitted by SFAS No. 148, we elected to apply the provisions prospectively, which includes recognizing compensation expense for only those stock options issued in 2003 and after. We grant options with an exercise price equal to the price of our common stock on grant date. Compensation costs related to stock options are included in general and administrative expenses on the accompanying Consolidated Statements of Operations. We apply the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” in accounting for our stock options issued by MeriStar Hospitality under our compensation programs prior to January 1, 2003. As MeriStar Hospitality granted these stock options at fair market value, no compensation cost has been recognized. For our other equity-based compensation plans, we recognize compensation expense over the vesting period based on the fair market value of the award at the date of grant for fixed plan awards, while variable plan awards are re-measured based upon the intrinsic value of the award at each balance sheet date.

Had compensation cost been determined based on fair value at the grant date for awards granted prior to our adoption of the fair value method, our net income (loss) and per unit amounts would have been adjusted to the pro forma amounts indicated as follows (in thousands, except per unit amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Net loss, as reported	$	(118,123	)	$	(27,538	)	$	(130,458	)	$	(80,475	)
Add: Stock-based employee compensation expense included in reported net loss, net of related tax effect		959			336			2,333			1,311
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effect		(967	)		(372	)		(2,354	)		(1,449	)
Net loss, pro forma	$	(118,131	)	$	(27,574	)	$	(130,479	)	$	(80,613	)
Loss per unit, as reported:
Basic and diluted	$	(1.32	)	$	(0.31	)	$	(1.45	)	$	(0.98	)
Loss per unit, pro forma:
Basic and diluted	$	(1.32	)	$	(0.31	)	$	(1.45	)	$	(0.98	)
Weighted average fair value of options granted	$	2.91		$	2.87		$	2.91		$	1.92

These pro forma compensation costs may not be representative of the actual effects on reported net loss and loss per unit in future years.

Derivative Instruments and Hedging Activities. Our interest rate risk management objective is to manage the effect of interest rate changes on earnings and cash flows. We look to manage interest rates through the use of a combination of fixed and variable rate debt. We only enter into derivative or interest rate transactions for hedging purposes. We recognize all derivatives as either assets or liabilities on the balance sheet and measure those instruments at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income based on the derivative’s effectiveness and whether the derivative has been designated as a cash flow or fair value hedge.

Acquisition of Hotels. Our hotel acquisitions consist almost exclusively of land, building, furniture, fixtures and equipment. We allocate the purchase price among these asset classes and any acquired intangible assets based upon their respective fair values as required by SFAS No. 141, “Business Combinations.”

Investments in Unconsolidated Affiliates. We have non-controlling interests in entities which we account for under the cost method or equity method of accounting. Our investment in MeriStar Investment Partners, L.P. (“MIP”) is a limited partner interest with no participation rights in the management, affairs or operations of the entity, and is accounted for using the cost method. We recognize our preferred return on this

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investment quarterly as it becomes due to us; this investment is reflected in the “investments in and advances to unconsolidated affiliates” line on our Consolidated Balance Sheets. Our investment in Radisson Lexington Avenue Hotel is accounted for using the equity method, since we are presumed to exert significant influence on this entity due to our ownership percentage of 49.99%. Accordingly, we recognize 49.99% of the profit and loss of the entity in which our investment was made. This investment is also reflected in the “investments in and advances to unconsolidated affiliates” line on our Consolidated Balance Sheets. Our investments in unconsolidated affiliates are periodically reviewed for other than temporary declines in market value. An impairment is recorded as a reduction to the carrying value of the investment for any declines which are determined to be other than temporary.

Accounting for the Impact of the Hurricane Damage to Properties. In August and September 2004, hurricanes Charley and Frances caused substantial damage to a number of our hotels located in Florida. The 2004 hurricane damage and local evacuation orders also caused significant business interruption at many of our Florida properties, including the complete closure of certain hotels. As a result, eight of our hotels were closed for an extended period of time, and four others were affected in varying degrees; all but three of these hotels are now open (on a partial or full basis).

In August 2005, Hurricane Katrina caused damage to three of our hotels located in New Orleans and Florida. While the hurricane damage and local evacuation orders caused property damage and business interruption, the operating results of these three properties are not material to our overall performance, and all three of the affected hotels are included in our current disposition program. The hotel located in Florida was only closed briefly.

We have comprehensive insurance coverage for both property damage and business interruption. Some properties, mainly those affected by the 2004 hurricanes, are requiring substantial repair and reconstruction and have remained closed while such repairs are completed. As of September 30, 2005, the net book value of the property damage is estimated to be at least $75.1 million; however, we are still assessing the impact of the hurricanes on our properties, and final net book value write-offs could vary from this estimate. Changes to this estimate will be recorded in the periods in which they are determined. We have recorded a corresponding insurance claim receivable for this $75.1 million net book value amount because we believe that it is probable that the insurance recovery, net of deductibles, will exceed the net book value of the damaged portion of these assets. The recovery is based on replacement cost, and we have submitted claims substantially in excess of $75.1 million.

While we expect the insurance proceeds will be sufficient to cover most of the replacement cost of the restoration of these hotels, certain deductibles (primarily windstorm) and limitations will apply. Moreover, while we are receiving and expect to continue to receive interim insurance payments, no determination has been made as to the total amount or timing of those insurance payments, and those insurance payments may not be sufficient to cover the costs of all the restoration of the hotels. To the extent that insurance proceeds, which are calculated on a replacement cost basis, ultimately exceed the net book value of the damaged property, a gain will be recorded in the period when all contingencies related to the insurance claim have been resolved.

As of September 30, 2005 and November 1, 2005, three of the properties affected by the 2004 hurricanes and two of the properties affected by the 2005 hurricane remained substantially closed due to hurricane damage. Additionally, as of September 30, 2005, one property affected by a 2004 hurricane that suffered varying amounts of hurricane damage had certain guest rooms, its restaurants, lounge, registration area and conference facilities out of service; this property was open as of November 1, 2005. Where possible and in order to mitigate loss of revenues, some permanent repairs to damaged properties were deferred during the Florida “high season,” which generally lasts from late December through early April, in order to have facilities available to meet demand. These damaged facilities are being removed from service for permanent repairs based upon demand so as to minimize business disruptions. We have hired consultants to assess our business interruption claims and are currently negotiating with our insurance carriers regarding the amount of sustained income losses. To the extent that we are entitled to a recovery under the insurance policies, we will recognize a receivable when it can be demonstrated that it is probable that such insurance recovery will be realized. Any gain resulting from business interruption insurance for lost income will not be recognized until all contingencies related to the insurance recoveries are resolved and collection of the relevant payments is probable. These income recognition criteria will likely often result in business interruption insurance recoveries being recorded in a period subsequent to the period that we experience lost income from the affected properties, resulting in fluctuations in our net income that may reduce the comparability of reported quarterly results for some periods into the future.

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Under these income recognition criteria, during the nine months ended September 30, 2005, we have recorded a business interruption recovery gain of $4.3 million due to receiving recognition of a minimal level of business interruption profit that the insurance companies are willing to recognize without any contingencies at this time for certain of our hurricane-affected properties. Our business interruption claims substantially exceed the amount of this minimal recognition to date. We ultimately expect to recognize additional business interruption insurance gains as we proceed further through the claims process.

Through September 30, 2005, we have incurred recoverable costs related to both property damage and business interruption recoveries totaling $75.2 million. In addition, we recorded a receivable of $75.1 million related to the write-off of the net book value of the damaged portion of our assets. We had collected $117.5 million in insurance proceeds through September 30, 2005. We have collected an additional $5.8 million in insurance proceeds from October 1 through November 1, 2005. The cost recoveries are recorded on the expense line item to which they relate; therefore there is no net impact to any line item or our results.

Of the total $123.3 million in insurance proceeds collected through November 1, 2005, $115.8 million represents reimbursements on claims related to Hurricane Charley, and $7.5 million represents reimbursements on claims related to Hurricane Frances. While we anticipate that we will ultimately be reimbursed for costs incurred as well as business interruption insurance gains, subject to any policy deductibles and limitations, we have incurred out-of-pocket costs while awaiting reimbursement; no determination has been made as to the total amount or timing of those insurance payments, which may not be sufficient to cover all of the costs incurred. The timing of when we will be fully reimbursed for costs incurred and able to recognize business interruption insurance gains is uncertain.

The following is a summary of hurricane-related activity recorded (in millions):

Insurance claim receivables

September 30, 2005

Fixed assets net book value write down	$	75.1
Recoverable costs incurred		75.2
Business interruption insurance gain		4.3
Payments received		(117.5	)
	$	37.1

New Accounting Pronouncements. In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” which requires companies to recognize compensation cost relating to share-based payment transactions, and measure that cost based on the fair value of the equity or liability instruments issued. We are required to comply with the provisions of this statement beginning with the first quarter of 2006. We do not expect the adoption of this revised standard to have a material effect on our accounting treatment for share-based payments, as we adopted the transition provisions of SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” on January 1, 2003 and elected to recognize compensation expense for options granted subsequent to December 31, 2002 under the fair-value-based method.

The FASB issued Statement No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions” in December 2004. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. We are required to comply with the provisions of this statement for the third quarter of 2005. We have not entered into or modified any transactions within the scope of this standard, nor do we have any existing transactions that fall within the scope of SFAS No. 153, therefore the adoption of this statement has not had a material effect on our results of operations.

In June 2005, the FASB issued Statement No. 154, “Accounting Changes and Error Corrections - a Replacement of APB Opinion No. 20 and FASB Statement No. 3”, which changes the requirements for the accounting for and reporting of a change in accounting principle, and applies to all voluntary changes in accounting principle. This Statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless the change is required by a new pronouncement and the pronouncement states specific transition provisions. This Statement carries forward without change the guidance contained in Opinion 20 for reporting the correction of an error in previously issued financial statements and a change in accounting estimate. We are required to adopt this Statement for accounting changes and corrections of errors made during and after the first quarter of 2006. We do not expect the adoption of this statement to have a material effect on our results of operations.

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Emerging Issues Task Force (“EITF”) Issue 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” was ratified by the FASB in June 2005. At issue is what rights held by the limited partner(s) preclude consolidation in circumstances in which the sole general partner would consolidate the limited partnership. The assessment of limited partners’ rights and their impact on the presumption of control of the limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the number of outstanding limited partnership interests. We are required to adopt the provisions of EITF Issue 04-5 for the first quarter of 2006, and for the third quarter of 2005 for new or modified arrangements. We have not entered into or modified any such arrangements, therefore, the adoption of this ETIF statement has not had, and we do not expect its adoption to have a material effect on our financial statements.

Reclassifications. Certain prior period information has been reclassified to conform to the current period presentation. These reclassifications have no impact on consolidated net loss.

3. Comprehensive Loss

Comprehensive loss equaled net loss for the three and nine months ended September 30, 2005 and for the three months ended September 30, 2004, as we no longer have foreign operations. Comprehensive loss was $79.5 million for the nine months ended September 30, 2004, which consisted of net loss ($80.5 million) and foreign currency translation adjustments.

4. Acquisitions

On May 10, 2004 and June 25, 2004, we acquired the 366-room Ritz-Carlton, Pentagon City in Arlington, Virginia and the 485-room Marriott Irvine in Orange County, California, respectively, for a total purchase price of $185.5 million, plus net acquisition costs and adjustments of $0.9 million.

The acquisitions were accounted for under the purchase method of accounting, and the assets and liabilities and results of operations of the hotels have been consolidated in our financial statements since the date of purchase. On an unaudited pro forma basis, revenues, net income and basic and diluted loss per unit for the three and nine months ended September 30, 2004 would have been reported as follows if the acquisitions had occurred at the beginning of each of the respective periods (in thousands, except per unit amounts):

	Three Months Ended September 30, 2004			Nine Months Ended September 30, 2004
Total revenue	$	179,480		$	601,041
Net loss		(27,538	)		(78,310	)
Net loss per unit:
Basic and diluted	$	(0.31	)	$	(0.96	)

5. Property and Equipment

Property and equipment consisted of the following (in thousands):

	September 30, 2005		December 31, 2004
Land	$	231,876	$	244,088
Buildings and improvements		1,844,222		1,926,813
Furniture, fixtures and equipment		314,659		295,562
Construction-in-progress		178,284		115,257
	$	2,569,041	$	2,581,720

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We incurred no impairment losses during the first quarter of 2005. During the second quarter of 2005, we recognized an impairment loss of $2.8 million which is recorded in discontinued operations. During the third quarter of 2005, we recognized an impairment loss of $44.1 million; $37.8 million of this loss is related to four assets that previously collateralized our secured facility due 2009 that was defeased during the third quarter of 2005 and are now able to be sold (see Note 8). Of the $44.1 million loss, $3.8 million is recorded in discontinued operations (see Note 13).

During the first, second and third quarters of 2004, we recognized impairment losses of $5.0 million, $2.4 million, and $2.6 million, respectively, all of which are recorded in discontinued operations as of September 30, 2005 (see Note 13).

The impairment losses recorded during 2005 and 2004 were triggered by an expectation that a property would be sold significantly before the end of its estimated useful life. The impairment losses were based on our estimates of the fair value of the properties we were actively marketing based on available market data. These estimates required us to make assumptions about the sales prices that we expected to realize for each property as well as the timing of a potential sale. In making these estimates, we considered the operating results of the assets, the market for comparable properties, and quotes from brokers, among other information. In nearly all cases, our estimates reflected the results of an extensive marketing effort and negotiations with prospective buyers. Actual results could differ materially from these estimates.

6. Assets Held for Sale

At December 31, 2004, none of our properties met the criteria as prescribed by SFAS No. 144 to classify them as held for sale. At September 30, 2005, one of our properties met our criteria for classification as held for sale. We plan to sell this property in the fourth quarter of 2005. No other assets met the criteria as prescribed by SFAS No. 144 to classify them as held for sale.

Assets held for sale as of September 30, 2005 consisted of the following (in thousands):

	September 30, 2005
Land	$	2,380
Buildings and improvements		23,240
Furniture, fixtures and equipment		3,234
Construction-in-progress		133
		28,987
Accumulated depreciation		(5,929	)
	$	23,058

7. Investments in Unconsolidated Affiliates

Investment in Radisson Lexington Avenue Hotel. On October 1, 2004, we acquired a 49.99% interest in the 705-room Radisson Lexington Avenue Hotel in Midtown Manhattan. We made a total investment of $50 million, which includes a $40 million mezzanine loan that matures on October 1, 2014 and yields $5.8 million of cumulative annual interest, and a $10 million equity interest in the hotel. The mezzanine loan is secured by a pledge of the equity interests held by the borrower in an indirect parent of the owner of the hotel, and has a 10-year term. The loan is subordinate to $150 million in senior notes, but has priority over all equity interests.

Our equity investment is accounted for under the equity method of accounting, in accordance with our accounting policies as described in Note 2 to the consolidated financial statements. The interest income from the loan, as well as the income related to the 49.99% share in profits and losses, is recorded in a separate line “equity in income/loss of and interest earned from unconsolidated affiliates” within operating activities as the operations of this investment are integral to our operations. During the three and nine months ended September 30, 2005, we recognized interest income of $1.4 million and $4.3 million, respectively, on the mezzanine loan, which is recognized as earned. As of September 30, 2005 and December 31, 2004, the outstanding balance on the loan, including accrued interest receivable, was $40.7 million and $40.8 million, respectively, and our investment in partnership equity was $7.3 million and $9.5 million, respectively. During the three and nine months ended September 30, 2005, we recognized ($0.2) million and ($1.3) million, respectively, of equity in net losses on our equity investment.

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Investment in MIP. In 1999, we invested $40.0 million in MeriStar Investment Partners, L.P. (“MIP”), a joint venture established to acquire upscale, full-service hotels. Our cost-basis investment is in the form of a limited partnership interest, in which we earned (through December 9, 2004) a 16% cumulative preferred return with outstanding balances compounded quarterly. In accordance with MIP’s December 2004 amended and restated partnership agreement, the return on our investment and on our remaining unpaid accrued preferred return was reduced to a 12% annual cumulative return rate, and is subordinate only to the MIP debt; and $12.5 million of our $40.0 million investment was upgraded to receive preference in liquidation over all other investments.

During the fourth quarter of 2003, we recognized a $25.0 million impairment loss on this investment since, at that time, the decline in the underlying value of our investment was deemed other than temporary. There have been no changes in circumstances in 2004 and 2005 that would require an additional impairment. After recognition of this impairment loss, the book value of the original investment is $15.0 million.

In February 2005, MIP completed a $175 million commercial mortgage-backed securities financing, secured by its portfolio of eight hotels. Upon the completion of the financing in February 2005, we received a distribution of $15.5 million, which was applied to reduce our outstanding accrued preferred returns receivable to approximately $4 million at that time.

As of September 30, 2005, our total MIP carrying value was $23.5 million, consisting of the $15.0 million adjusted investment balance and $8.5 million of accrued preferred returns receivable.

We recognize our preferred return quarterly as it becomes due to us. The income, net of related expense, if any, is recorded in the “equity in income/loss of and interest earned from unconsolidated affiliates” line within operating activities as the operations of this investment are integral to our operations. For the three months ended September 30, 2005 and 2004, we recognized a preferred return of $1.4 million and $1.6 million, respectively, from this investment. For the nine months ended September 30, 2005 and 2004, we recognized a preferred return of $4.3 million and $4.8 million, respectively, from this investment. As of September 30, 2005 and December 31, 2004, cumulative preferred returns of $8.5 million and $19.7 million, respectively, were due from MIP. We expect that any cumulative unpaid preferred returns will be paid in the future from excess cash flow above our current return and from potential partnership hotel disposition proceeds in excess of debt allocated to individual assets. We evaluate the collectibility of our preferred return based on our preference to distributions and the underlying value of the hotel properties.

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8. Debt and Notes Payable to MeriStar Hospitality

Debt and notes payable to MeriStar Hospitality consisted of the following (in thousands):

	September 30, 2005			December 31, 2004
Credit facility	$	25,000			—
Senior unsecured notes due 2011 – 9.125%		342,665		$	355,665
Senior unsecured notes due 2008 – 9.0%		251,558			270,500
Senior unsecured notes due 2009 – 10.5%		205,894			224,187
Secured facility, due 2007, with three one-year options to extend		304,210			—
Secured facility, due 2009		—			302,979
Secured facility, due 2013		98,109			99,293
Secured bridge loan, due 2006		15,000			—
Mortgage and other debt, due various		204,482			125,051
Unamortized issue discount		(2,936	)		(3,702	)
		1,443,982			1,373,973
Fair value adjustment for interest rate swap		—			(4,674	)
Debt		1,443,982			1,369,299
Notes payable to MeriStar Hospitality		170,000			204,225
Unamortized issue discount		—			(248	)
Notes payable to MeriStar Hospitality		170,000			203,977
Total debt and notes payable to MeriStar Hospitality	$	1,613,982		$	1,573,276

Aggregate future maturities as of September 30, 2005 were as follows (in thousands):

2005 (three months)	$	27,235
2006		26,078
2007		11,807
2008		264,694
2009		220,155
Thereafter		1,064,013
	$	1,613,982

Credit facility. In August 2005, we completed a $100.0 million expansion of our $50.0 million credit facility to a total capacity of $150.0 million. The total $150.0 million facility carries an annual interest rate of the London Interbank Offered Rate, or LIBOR, plus 350 basis points, which is 100 basis points less than the original annual interest rate of LIBOR plus 450 basis points. The additional $100.0 million matures in August 2006 and consists of $25.0 million in additional revolver capacity and $75.0 million of term loan capacity. This credit facility is collateralized by 13 of our hotels. Asset disposition proceeds in excess of $30 million must be used to pay down any outstanding balance under the facility and permanently reduce the availability if repaying borrowings under the term loan. The original $50.0 million revolving facility matures in December 2006, as originally provided. As of September 30, 2005 and November 1, 2005, we had borrowings of $25.0 million outstanding against the revolver, and no borrowings outstanding against the term loan. Our available balance under the facility may be temporarily reduced from time to time if assets serving as collateral are sold or while certain brand-related issues on our franchise agreements are being resolved on the 13 hotels used as collateral. A total of $114.2 million was available as of September 30, 2005 and November 1, 2005. We incurred financing costs of $2.5 million related to the expansion of our credit facility.

The facility contains financial and other restrictive covenants. The ability to borrow under this facility is subject to compliance with financial covenants, including leverage, fixed charge coverage and interest coverage ratios and minimum net worth requirements. Compliance with these covenants in future periods will depend substantially upon the financial results of our hotels. The agreement governing the credit facility limits our ability to effect mergers, asset sales and change of control events and limits the payments of dividends other than those required for MeriStar Hospitality to maintain its status as a REIT and our ability to incur additional secured and total indebtedness.

Senior unsecured notes. During the nine months ended September 30, 2005, we repurchased $50.2 million of our senior unsecured notes, consisting of $18.9 million of the 9.0% notes due 2008, $13.0 million of the

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9.125% notes due 2011, and $18.3 million of the 10.5% notes due 2009. We recorded a loss on early extinguishment of debt of $2.8 million and wrote off deferred financing costs of $0.4 million related to these repurchases which is included in depreciation and amortization expense on the accompanying Consolidated Statements of Operations.

Secured facilities. In September 2005, we extinguished our secured facility loan that carried an existing balance of $298.1 million due 2009 (“Previous Loan”). We paid $343.6 million in connection with the legal defeasance of the Previous Loan, which had a carrying value of $289.4 million (consisting of $298.1 million in principal balance less $8.7 million fair value adjustment related to the interest rate swap), resulting in a loss on early extinguishment of debt of $54.2 million. Our loss on early extinguishment of debt was reduced to $52.2 million by the $2.0 million write-off of two treasury locks, which had been deferred and were being recognized as reductions to interest expense over the life of the Previous Loan. In addition, we wrote off deferred financing costs of $1.9 million related to this extinguishment which is included in depreciation and amortization expense on the accompanying Consolidated Statements of Operations.

The new secured facility loan (“New Loan”) provides for a $312.0 million loan at a rate of LIBOR plus 135 basis points, which has an initial maturity of October 9, 2007, with three one-year extensions at our option. The New Loan is secured by 17 of our properties. The New Loan, which is intended to be securitized, is non-recourse to us, except for certain customary carve-outs, which are guaranteed by MHOP. In September 2005, we sold one of the properties secured by the New Loan, and used the sale proceeds to repay $7.8 million of the outstanding balance. As of September 30, 2005, our New Loan had an outstanding balance of $304.2 million, and was secured by 16 properties. We incurred financing costs of $6.0 million related to obtaining this loan.

Secured bridge loan. In conjunction with the refinancing of the Previous Loan discussed above, we entered into a bridge loan, that provides for a $15.0 million term loan secured by one property with a borrowing rate of LIBOR plus 350 basis points, and has an initial maturity of April 9, 2006, with one six-month extension at our option. We incurred financing costs of $0.2 million related to obtaining this loan.

Mortgage and other debt. On January 26, 2005, we entered into a $37.7 million mortgage loan on our Hilton Crystal City hotel that bears interest at a fixed rate of 5.84%. The mortgage requires monthly payments of interest only for the first three years and then monthly payments of interest and principal over the remaining portion of the ten year term of the loan, with the majority of the principal balance due at the end of the ten year term. Our net proceeds of $34.7 million are net of a $3.0 million escrow reserve for future capital expenditures. We incurred financing costs of $0.8 million related to this mortgage.

On June 17, 2005, we entered into a $44.0 million mortgage loan on our Hilton Clearwater hotel that bears interest at a fixed rate of 5.68%. The mortgage requires monthly payments of interest only for the first three years and then monthly payments of interest and principal over the remaining portion of the ten year term of the loan, with the majority of the principal balance due at the end of the ten year term. Our net proceeds of $40.7 million are net of a $3.3 million escrow reserve for future capital expenditures. We incurred financing costs of $1.1 million related to this mortgage.

Notes payable to MeriStar Hospitality. During the nine months ended September 30, 2005, we repurchased all $34.2 million of our outstanding 8.75% notes payable to MeriStar Hospitality due 2007. We recorded a loss on early extinguishment of debt of $0.2 million related to this activity.

Derivatives. In April 2004, we entered into an interest rate swap on the Previous Loan to convert the interest rate from fixed to variable. The September 2005 defeasance of the Previous Loan eliminated the need for that interest rate swap. We paid $8.7 million to terminate the interest rate swap, which represented the fair value of the swap on the date of termination. Because we accounted for the interest rate swap as a fair value hedge of the debt which was extinguished, the $52.2 million loss on early extinguishment of the Previous Loan includes this $8.7 million fair value adjustment. Prior to the termination of the interest rate swap agreement, during the three and nine months ended September 30, 2005, we earned (paid) net cash payments of $(0.06) million and $1.2 million, respectively, under the swap, which were recorded as an (increase in) reduction of interest expense. During the three and nine months ended September 30, 2004, we earned net cash payments of $1.5 million and $3.2 million, respectively, under the swap, which also were recorded as reductions in interest expense. In conjunction with the interest rate swap, we were required to post collateral, which was $12.0 million as of December 31, 2004, and was recorded as restricted cash. Upon the termination of the interest rate swap agreement, our posted collateral balance of $14.4 million was released; we received $5.7 million, which was net of the $8.7 million termination payment.

In October 2005, we paid $0.3 million to enter into an interest rate cap agreement on our New Loan secured facility, effective October 10, 2005, with a term of 2 years. Under the interest rate cap agreement, the annual interest rate on the New Loan secured facility will not exceed 7.10%. The interest rate cap will be recorded at fair value, with changes in fair value recorded to interest expense in our Consolidated Statements of Operations.

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9. Partners’ Capital

OP Units. Our operating partnership agreement provides for five classes of partnership interests: Common OP Units, Class B OP Units, Class C OP Units, Class D OP Units and Profits-Only OP Units, or POPs.

During the nine months ended September 30, 2005, MeriStar Hospitality awarded 133,937 shares of common stock to employees, with a value of $1.0 million, related to our annual incentive plan for 2004. Of these shares, 63,935 were repurchased as treasury stock to satisfy tax withholding requirements, and 70,002 shares were issued. In conjunction with this award, we issued 70,002 OP Units to MeriStar Hospitality. During the nine months ended September 30, 2005, we issued 8,218 OP Units to MeriStar Hospitality in conjunction with their issuance of common stock with a value of $0.06 million, related to shares issued under the employee stock purchase plan.

Common OP Unit holders converted 39,385 and 133,000 of their OP Units, with a value of $0.6 million and $0.6 million, respectively, into common stock during the nine months ended September 30, 2005 and 2004, respectively. A POPs unit holder converted 31,250 POPs for cash during the nine months ended September 30, 2004.

During July 2004, our Board of Directors authorized the elimination of the plan pursuant to which POPs are issued. On December 2, 2004, we completed the redemption of all outstanding POPs. The POPs plan had been accounted for under APB 25, “Accounting for Stock Issued to Employees” as a fixed plan since December 11, 2001. Under fixed plan accounting, compensation expense is measured on the intrinsic value of the award on the grant date and amortized on a straight line basis over the vesting period. As a result of an accounting analysis performed in conjunction with the elimination of the POPs plan, we have determined that these awards should have been accounted for using variable plan accounting instead of fixed plan accounting. Under variable plan accounting, compensation expense is re-measured based upon the intrinsic value of the award at each balance sheet date and amortized to expense using a ratable vesting formula. Had variable plan accounting been applied from December 11, 2001, compensation expense for each of the years ended December 31, 2001, 2002 and 2003 would have been increased (reduced) by $0.5 million, $(3.7) million, and $(2.7) million, respectively. In order to correct this error, an adjustment of $4.5 million, net of forfeitures, was recorded during the third quarter of 2004 to reduce compensation expense; $4.0 million of this amount relates to 2003 and prior periods while $0.2 million and $0.3 million relate to the first and second quarters of 2004, respectively. This adjustment is included in the “General and administrative, corporate” line in our Consolidated Statements of Operations. We have determined that the adjustments related to correction of this error were immaterial on both a quantitative and qualitative basis to the financial statements for all periods affected. Accordingly, the correction has been made in the 2004 financial statements.

10. Loss Per Unit

The following table presents the computation of basic and diluted earnings (loss) per unit (in thousands, except per unit amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Basic and Diluted Loss Per Unit:
Loss from continuing operations	$	(112,291	)	$	(22,007	)	$	(121,786	)	$	(57,368	)
Preferred distributions		—			—			—			(141	)
Loss available to common unitholders	$	(112,291	)	$	(22,007	)	$	(121,786	)	$	(57,509	)
Weighted average number of OP units outstanding		89,750			89,662			89,731			82,000
Basic and diluted loss per unit from continuing operations	$	(1.25	)	$	(0.25	)	$	(1.36	)	$	(0.70	)

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11. Related-Party Transactions

Subsequent Sale of Hotel to Interstate Hotels & Resorts

On October 31, 2005 we entered into a purchase and sale agreement to sell one of our hotels to Interstate, and Interstate paid a $500,000 deposit towards the transaction. The sale is expected to close during the fourth quarter of 2005, at a price equal to the fair market value of $14.1 million, consisting of $13.2 million in cash proceeds and $0.9 million in management contract termination fee credits.

Sublease of Office Space to Interstate Hotels & Resorts

On August 31, 2005, we entered into an agreement to sublease 16,200 square feet of office space to Interstate. The term of the sublease is from December 2005 through August 2013, unless otherwise sooner terminated pursuant to the terms of the sublease agreement. The annual rent will be $486,000 payable in equal monthly installments, and shall increase by 4% per annum. Interstate shall also receive an abatement of the first nine monthly installments of rent due under the sublease agreement.

12. Commitments and Contingencies

In the course of document review with respect to the MIP restructuring, MeriStar Hospitality discovered a potential technical REIT qualification issue relating to a wholly-owned subsidiary of MIP, of which we could be deemed to own a de minimis proportionate share. In order to eliminate any uncertainty regarding this issue, MeriStar Hospitality has executed a closing agreement with the Internal Revenue Service that resolves all REIT qualification matters with respect to this potential issue. As a partnership for federal income tax purposes, we are not directly affected by the outcome of the discussions by MeriStar Hospitality with the Internal Revenue Service.

As part of our asset renovation program, as of September 30, 2005, we have entered into contractual obligations with vendors to acquire capital assets and perform renovations totaling approximately $23 million to be expended over the next 12 months. Additionally, as of September 30, 2005, we have entered into contractual obligations related to capital expenditures as a result of hurricanes in the amount of $32 million to be expended over the next 12 months, most of which we expect to be reimbursed by our insurance carriers.

13. Dispositions

We disposed of four hotels during the nine months ended September 30, 2005. We disposed of 18 hotels in the nine months ended September 30, 2004. As of September 30, 2005, one of our hotels met our criteria for held-for-sale classification (see Note 6). None of our hotels met our criteria for held-for-sale classification as of December 31, 2004. Operating results for the hotels which either have been sold or are classified as held-for-sale, and where applicable, the gain or loss on final disposition, are included in discontinued operations.

Summary financial information for hotels included in discontinued operations is as follows (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2005			2004			2005			2004
Revenue	$	3,551		$	14,462		$	19,529		$	66,842
Loss on asset impairments	$	(3,810	)	$	(2,581	)	$	(6,646	)	$	(10,022	)
Pretax (loss) gain from operations		(532	)		(744	)		501			561
Loss on disposal		(1,490	)		(2,232	)		(2,527	)		(13,762	)
	$	(5,832	)	$	(5,557	)	$	(8,672	)	$	(23,223	)

Loss on disposal resulted primarily from the recognition of termination fees payable to Interstate with respect to these hotels’ management contracts.

15

14. Consolidating Financial Statements

Certain of our subsidiaries and MeriStar Hospitality are guarantors of senior unsecured notes. All guarantees are full and unconditional, and joint and several. Exhibit 99.1 to this Quarterly Report on Form 10-Q presents our supplementary consolidating financial statements, including each of the guarantor subsidiaries. This exhibit presents our consolidating balance sheets as of September 30, 2005 and December 31, 2004, consolidating statements of operations for the three and nine months ended September 30, 2005 and 2004, and consolidating statements of cash flows for the nine months ended September 30, 2005 and 2004.

16

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

I, Paul W. Whetsell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of MeriStar Hospitality Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2005	/s/ PAUL W. WHETSELL
	Paul W. Whetsell Chief Executive Officer MeriStar Hospitality Corporation

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

I, Donald D. Olinger, certify that:

1. I have reviewed this quarterly report on Form 10-Q of MeriStar Hospitality Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2005	/s/ DONALD D. OLINGER
	Donald D. Olinger Chief Financial Officer MeriStar Hospitality Corporation

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report on Form 10-Q of MeriStar Hospitality Corporation (the “Registrant”) for the quarterly period ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, in the capacity as indicated below and pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: November 9, 2005	/s/ PAUL W. WHETSELL
	Paul W. Whetsell Chief Executive Officer MeriStar Hospitality Corporation

EX-32.2

Exhibit 32.2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report on Form 10-Q of MeriStar Hospitality Corporation (the “Registrant”) for the quarterly period ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, in the capacity as indicated below and pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: November 9, 2005	/s/ DONALD D. OLINGER
	Donald D. Olinger Chief Financial Officer MeriStar Hospitality Corporation

EX-99.1

Exhibit 99.1

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Hospitality OP, L.P.		Non-Guarantor Subsidiaries		MeriStar Sub 7C, LLC	MeriStar Sub 8G, LLC	AGH Upreit, LLC	MeriStar Sub 6H, L.P.		MeriStar Sub 8F, L.P.		MeriStar Sub 8B, LLC		MeriStar Sub 1C, LLC
Assets
Property and equipment	176,550		1,351,730		—	—	—	10,908		14,080		97,509		18,000
Accumulated depreciation	(44,688	)	(261,500	)	—	—	—	(1,231	)	(3,660	)	(16,509	)	—
	131,862		1,090,230		—	—	—	9,677		10,420		81,000		18,000
Assets held for sale	23,058		—		—	—	—	—		—		—		—
Investments in and advances to unconsolidated affiliates	2,344,223		15,272		32	72	2,989	—		—		—		—
Due to/from subsidiaries	(1,047,601	)	495,855		—	9	73	8,760		7,781		27,903		(4,396	)
Note receivable from subsidiaries	282,704		—		—	—	—	—		—		—		—
Prepaid expenses and other assets	24,717		1,900		—	—	—	15		7		—		51
Insurance claim receivable	37,070		—		—	—	—	—		—		—		—
Accounts receivable, net of allowance for doubtful accounts	20,410		523		—	—	—	—		—		63		—
Restricted cash	7,683		5,656		—	—	—	—		—		—		—
Cash and cash equivalents	14,372		—		—	—	—	—		—		—		—
	1,838,498		1,609,436		32	81	3,062	18,452		18,208		108,966		13,655
Liabilities and Partners’ capital
Debt	797,181		597,041		—	—	—	—		—		—		—
Notes payable to MeriStar Hospitality Corporation	170,000		—		—	—	—	—		—		—		—
Accounts payable and accrued expenses	14,524		6,814		—	—	—	65		6		(79	)	52
Accrued interest	27,068		2,482		—	—	—	—		—		—		—
Due to Interstate Hotels & Resorts	13,030		—		—	—	—	—		—		—		—
Other liabilities	701		—		—	—	—	—		214		—		—
Total liabilities	1,022,504		606,337		—	—	—	65		220		(79	)	52
Minority interests	2,382		—		—	—	—	—		—		—		—
Redeemable OP units at redemption value	20,620		—		—	—	—	—		—		—		—
Partners’ capital	792,992		1,003,099		32	81	3,062	18,387		17,988		109,045		13,603
	1,838,498		1,609,436		32	81	3,062	18,452		18,208		108,966		13,655

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 8E, LLC		MeriStar Sub 7F, LLC		MeriStar Sub 5L, LLC		MeriStar Sub 3C, LLC		MeriStar Sub 5R, LLC		MeriStar Sub 8A, LLC	MeriStar Sub 6D, LLC		MeriStar Sub 6E, LLC		MeriStar Sub 4E, L.P.
Assets
Property and equipment	16,337		9,968		13,007		18,185		—		—	18,527		52,702		—
Accumulated depreciation	(4,029	)	(750	)	(795	)	(4,841	)	—		—	(3,699	)	(12,625	)	(1	)
	12,308		9,218		12,212		13,344		—		—	14,828		40,077		(1	)
Assets held for sale	—		—		—		—		—		—	—		—		—
Investments in and advances to unconsolidated affiliates	—		—		—		—		43		—	—		—		—
Due to/from subsidiaries	8,817		4,718		4,293		8,562		(43	)	—	11,124		57,293		7,074
Note receivable from subsidiaries	—		—		—		—		—		—	—		—		—
Prepaid expenses and other assets	5		6		—		20		—		—	—		788		—
Insurance claim receivable	—		—		—		—		—		—	—		—		—
Accounts receivable, net of allowance for doubtful accounts	—		—		—		—		—		—	108		—		—
Restricted cash	—		—		—		—		—		—	—		3,032		—
Cash and cash equivalents	—		—		—		—		—		—	—		—		—
	21,130		13,942		16,505		21,926		—		—	26,060		101,190		7,073
Liabilities and Partners’ capital
Debt	628		636		—		1,129		—		—	—		37,650		—
Notes payable to MeriStar Hospitality Corporation	—		—		—		—		—		—	—		—		—
Accounts payable and accrued expenses	(37	)	184		66		305		—		—	23		(20	)	—
Accrued interest	—		—		—		—		—		—	—		183		—
Due to Interstate Hotels & Resorts	—		—		—		—		—		—	—		—		—
Other liabilities	—		—		—		—		—		—	—		—		—
Total liabilities	591		820		66		1,434		—		—	23		37,813		—
Minority interests	—		—		—		—		—		—	—		—		—
Redeemable OP units at redemption value	—		—		—		—		—		—	—		—		—
Partners’ capital	20,539		13,122		16,439		20,492		—		—	26,037		63,377		7,073
	21,130		13,942		16,505		21,926		—		—	26,060		101,190		7,073

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 1B, LLC		MeriStar Sub 5F, L.P.		MeriStar Sub 6G, LLC		MeriStar Sub 8C, LLC	MeriStar Sub 4C, L.P.	MeriStar Sub 4H, L.P.	MeriStar Sub 7E, LLC		MeriStar Sub 3D, LLC	MeriStar Sub 1A, LLC
Assets
Property and equipment	21,646		38,000		25,514		—	—	—	20,388		12,000	—
Accumulated depreciation	(5,006	)	(1,053	)	(6,248	)	—	—	—	(4,420	)	—	—
	16,640		36,947		19,266		—	—	—	15,968		12,000	—
Assets held for sale	—		—		—		—	—	—	—		—	—
Investments in and advances to unconsolidated affiliates	—		—		—		—	—	—	—		—	—
Due to/from subsidiaries	18,213		(5,279	)	10,101		11,439	—	3,414	6,612		9,498	14,099
Note receivable from subsidiaries	—		—		—		—	—	—	—		—	—
Prepaid expenses and other assets	2		9		—		—	—	—	5		7	—
Insurance claim receivable	—		—		—		—	—	—	—		—	—
Accounts receivable, net of allowance for doubtful accounts	96		—		—		—	—	—	—		—	—
Restricted cash	—		—		—		—	—	—	—		—	—
Cash and cash equivalents	—		—		—		—	—	—	—		—	—
	34,951		31,677		29,367		11,439	—	3,414	22,585		21,505	14,099
Liabilities and Partners’ capital
Debt	2,247		—		—		—	—	—	—		—	—
Notes payable to MeriStar Hospitality Corporation	—		—		—		—	—	—	—		—	—
Accounts payable and accrued expenses	81		187		(32	)	—	—	—	50		114	13
Accrued interest	—		—		—		—	—	—	—		—	—
Due to Interstate Hotels & Resorts	—		—		—		—	—	—	—		—	—
Other liabilities	—		—		—		—	—	—	—		—	—
Total liabilities	2,328		187		(32	)	—	—	—	50		114	13
Minority interests	—		—		—		—	—	—	—		—	—
Redeemable OP units at redemption value	—		—		—		—	—	—	—		—	—
Partners’ capital	32,623		31,490		29,399		11,439	—	3,414	22,535		21,391	14,086
	34,951		31,677		29,367		11,439	—	3,414	22,585		21,505	14,099

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 7A Joint Venture	MeriStar Sub 2B, LLC	MeriStar Sub 3A, LLC	MeriStar Sub 4A, LLC	MeriStar Sub 4D, LLC	MeriStar Sub 2A, LLC	MeriStar Sub 6L, LLC	MDV Limited Partnership		MeriStar Sub 5C, LLC
Assets
Property and equipment	—	—	—	—	—	—	—	4,038		—
Accumulated depreciation	—	—	—	—	—	—	—	(981	)	—
	—	—	—	—	—	—	—	3,057		—
Assets held for sale	—	—	—	—	—	—	—	—		—
Investments in and advances to unconsolidated affiliates	—	—	—	—	—	—	—	—		—
Due to/from subsidiaries	9,900	—	4,976	—	—	—	20,298	3,012		—
Note receivable from subsidiaries	—	—	—	—	—	—	—	—		—
Prepaid expenses and other assets	—	—	—	—	—	—	—	9		—
Insurance claim receivable	—	—	—	—	—	—	—	—		—
Accounts receivable, net of allowance for doubtful accounts	—	—	—	—	—	—	178	—		—
Restricted cash	—	—	—	—	—	—	—	—		—
Cash and cash equivalents	—	—	—	—	—	—	—	—		—
	9,900	—	4,976	—	—	—	20,476	6,078		—
Liabilities and Partners’ capital
Debt	—	—	—	—	—	—	—	—		—
Notes payable to MeriStar Hospitality Corporation	—	—	—	—	—	—	—	—		—
Accounts payable and accrued expenses	—	—	—	—	—	—	—	67		—
Accrued interest	—	—	—	—	—	—	—	—		—
Due to Interstate Hotels & Resorts	—	—	—	—	—	—	—	—		—
Other liabilities	—	—	—	—	—	—	—	—		—
Total liabilities	—	—	—	—	—	—	—	67		—
Minority interests	—	—	—	—	—	—	—	—		—
Redeemable OP units at redemption value	—	—	—	—	—	—	—	—		—
Partners’ capital	9,900	—	4,976	—	—	—	20,476	6,011		—
	9,900	—	4,976	—	—	—	20,476	6,078		—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 6J, LLC		MeriStar Sub 1D, L.P.		MeriStar Sub 7B, L.P.	MeriStar Sub 7D, LLC		MeriStar Sub 7G, LLC	MeriStar Sub 6B, LLC		MeriStar Sub 4I, L.P.	MeriStar Sub 5D, LLC		MeriStar Sub 5H, LLC
Assets
Property and equipment	20,345		71,139		—	56,581		—	12,452		—	42,765		—
Accumulated depreciation	(4,679	)	(15,872	)	—	(12,272	)	—	(2,931	)	—	(10,516	)	—
	15,666		55,267		—	44,309		—	9,521		—	32,249		—
Assets held for sale	—		—		—	—		—	—		—	—		—
Investments in and advances to unconsolidated affiliates	—		—		—	—		—	—		—	51,368		—
Due to/from subsidiaries	11,771		27,732		—	31,813		2,370	3,201		—	(6,141	)	—
Note receivable from subsidiaries	—		—		—	—		—	—		—	—		—
Prepaid expenses and other assets	10		—		—	77		—	—		—	17		—
Insurance claim receivable	—		—		—	—		—	—		—	—		—
Accounts receivable, net of allowance for doubtful accounts	—		—		—	1,300		—	—		—	—		—
Restricted cash	—		—		—	—		—	—		—	—		—
Cash and cash equivalents	—		—		—	—		—	—		—	—		—
	27,447		82,999		—	77,499		2,370	12,722		—	77,493		—
Liabilities and Partners’ capital
Debt	—		3,182		—	2,482		—	—		—	24,000		—
Notes payable to MeriStar Hospitality Corporation	—		—		—	—		—	—		—	—		—
Accounts payable and accrued expenses	120		231		—	2,972		—	(118	)	—	404		—
Accrued interest	—		—		—	—		—	—		—	—		—
Due to Interstate Hotels & Resorts	—		—		—	(200	)	—	—		—	—		—
Other liabilities	—		—		—	—		—	—		—	—		—
Total liabilities	120		3,413		—	5,254		—	(118	)	—	24,404		—
Minority interests	—		—		—	—		—	—		—	—		—
Redeemable OP units at redemption value	—		—		—	—		—	—		—	—		—
Partners’ capital	27,327		79,586		—	72,245		2,370	12,840		—	53,089		—
	27,447		82,999		—	77,499		2,370	12,722		—	77,493		—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 7H, LLC	AGH PSS I, Inc.	MeriStar Sub 2D, LLC	MeriStar Sub 4F, L.P.		MeriStar Sub 5K, LLC	MeriStar Sub 5M, LLC		MeriStar Sub 1E, L.P.	MeriStar Sub 5O, LLC		MeriStar Sub 4B, L.P.
Assets
Property and equipment	—	—	—	36,222		—	21,957		—	8,767		—
Accumulated depreciation	—	—	—	(7,718	)	—	(1,463	)	—	(710	)	—
	—	—	—	28,504		—	20,494		—	8,057		—
Assets held for sale	—	—	—	—		—	—		—	—		—
Investments in and advances to unconsolidated affiliates	—	—	—	—		—	—		—	—		—
Due to/from subsidiaries	—	—	—	4,411		21,531	8,503		—	3,017		—
Note receivable from subsidiaries	—	—	—	—		—	—		—	—		—
Prepaid expenses and other assets	—	—	—	33		—	—		—	—		—
Insurance claim receivable	—	—	—	—		—	—		—	—		—
Accounts receivable, net of allowance for doubtful accounts	—	—	—	—		—	—		—	—		—
Restricted cash	—	—	—	—		—	—		—	—		—
Cash and cash equivalents	—	—	—	—		—	—		—	—		—
	—	—	—	32,948		21,531	28,997		—	11,074		—
Liabilities and Partners’ capital
Debt	—	—	—	—		—	—		—	—		—
Notes payable to MeriStar Hospitality Corporation	—	—	—	—		—	—		—	—		—
Accounts payable and accrued expenses	—	—	—	200		—	155		—	55		—
Accrued interest	—	—	—	—		—	—		—	—		—
Due to Interstate Hotels & Resorts	—	—	—	—		—	—		—	—		—
Other liabilities	—	—	—	—		—	—		—	—		—
Total liabilities	—	—	—	200		—	155		—	55		—
Minority interests	—	—	—	—		—	—		—	—		—
Redeemable OP units at redemption value	—	—	—	—		—	—		—	—		—
Partners’ capital	—	—	—	32,748		21,531	28,842		—	11,019		—
	—	—	—	32,948		21,531	28,997		—	11,074		—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 2C, LLC		MeriStar Sub 4G, L.P.		MeriStar Sub 3B, LLC	MeriStar Sub 5G, L.P.		MeriStar Sub 5N, LLC		MeriStar Sub 5P, LLC		MeriStar Sub 5J, LLC		MeriStar Sub 5Q, LLC		MeriStar Sub 5A, LLC
Assets
Property and equipment	—		—		—	175,401		4,925		39		97,991		15,298		38,077
Accumulated depreciation	—		(1	)	—	(40,291	)	(347	)	(31	)	(17,551	)	(1,807	)	(12,567	)
	—		(1	)	—	135,110		4,578		8		80,440		13,491		25,510
Assets held for sale	—		—		—	—		—		—		—		—		—
Investments in and advances to unconsolidated affiliates	—		—		—	—		—		—		—		—		4,627
Due to/from subsidiaries	(2,360	)	16,930		—	46,573		3,793		4,174		32,684		7,267		10,122
Note receivable from subsidiaries	—		—		—	—		—		—		—		—		—
Prepaid expenses and other assets	—		—		—	290		—		—		138		—		—
Insurance claim receivable	—		—		—	—		—		—		—		—		—
Accounts receivable, net of allowance for doubtful accounts	—		—		—	—		—		38		—		—		—
Restricted cash	—		—		—	—		—		—		—		—		—
Cash and cash equivalents	—		—		—	—		—		—		—		—		—
	(2,360	)	16,929		—	181,973		8,371		4,220		113,262		20,758		40,259
Liabilities and Partners’ capital
Debt	—		—		—	—		—		—		—		—		23,609
Notes payable to MeriStar Hospitality Corporation	—		—		—	—		—		—		—		—		—
Accounts payable and accrued expenses	—		—		—	840		68		—		615		75		637
Accrued interest	—		—		—	—		—		—		—		—		—
Due to Interstate Hotels & Resorts	—		—		—	—		—		—		—		—		—
Other liabilities	—		—		—	—		—		—		—		—		—
Total liabilities	—		—		—	840		68		—		615		75		24,246
Minority interests	—		—		—	—		—		—		—		—		—
Redeemable OP units at redemption value	—		—		—	—		—		—		—		—		—
Partners’ capital	(2,360	)	16,929		—	181,133		8,303		4,220		112,647		20,683		16,013
	(2,360	)	16,929		—	181,973		8,371		4,220		113,262		20,758		40,259

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 8D, LLC	MeriStar Sub 4J, LLC		MeriStar Sub 6K, LLC	MeriStar Sub 5E, LLC	MeriStar Sub 6I, LLC	MeriStar Sub 5I, LLC	CapStar Cherry Hill Company, LLC	Meristar Acquisition Company, LLC	MeriStar Sub 6A, LLC
Assets
Property and equipment	—	44,677		—	—	—	—	—	—	—
Accumulated depreciation	—	(9,383	)	—	—	—	—	—	—	—
	—	35,294		—	—	—	—	—	—	—
Assets held for sale	—	—		—	—	—	—	—	—	—
Investments in and advances to unconsolidated affiliates	—	—		—	—	—	—	—	—	—
Due to/from subsidiaries	—	7,002		—	—	—	—	—	—	—
Note receivable from subsidiaries	—	—		—	—	—	—	—	—	—
Prepaid expenses and other assets	—	—		—	—	—	—	—	—	—
Insurance claim receivable	—	—		—	—	—	—	—	—	—
Accounts receivable, net of allowance for doubtful accounts	—	(15	)	—	—	—	—	—	—	—
Restricted cash	—	—		—	—	—	—	—	—	—
Cash and cash equivalents	—	—		—	—	—	—	—	—	—
	—	42,281		—	—	—	—	—	—	—
Liabilities and Partners’ capital
Debt	—	1,806		—	—	—	—	—	—	—
Notes payable to MeriStar Hospitality Corporation	—	—		—	—	—	—	—	—	—
Accounts payable and accrued expenses	—	242		—	—	—	—	—	—	—
Accrued interest	—	—		—	—	—	—	—	—	—
Due to Interstate Hotels & Resorts	—	—		—	—	—	—	—	—	—
Other liabilities	—	—		—	—	—	—	—	—	—
Total liabilities	—	2,048		—	—	—	—	—	—	—
Minority interests	—	—		—	—	—	—	—	—	—
Redeemable OP units at redemption value	—	—		—	—	—	—	—	—	—
Partners’ capital	—	40,233		—	—	—	—	—	—	—
	—	42,281		—	—	—	—	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 6F, LLC	MeriStar Hotel Lessee, Inc.		Guarantor Subsidiaries Total		Consolidation Eliminations		Total Consolidated
Assets
Property and equipment	—	3,316		1,040,761		—		2,569,041
Accumulated depreciation	—	(3,384	)	(207,371	)	—		(513,559	)
	—	(68	)	833,390		—		2,055,482
Assets held for sale	—	—		—		—		23,058
Investments in and advances to unconsolidated affiliates	—	42,328		101,459		(2,389,489	)	71,465
Due to/from subsidiaries	—	69,102		551,746		—		—
Note receivable from subsidiaries	—	—		—		(282,704	)	—
Prepaid expenses and other assets	—	7,863		9,352		—		35,969
Insurance claim receivable	—	—		—		—		37,070
Accounts receivable, net of allowance for doubtful accounts	—	39,542		41,310		(20,321	)	41,922
Restricted cash	—	2,468		5,500		—		18,839
Cash and cash equivalents	—	20,917		20,917		—		35,289
	—	182,152		1,563,674		(2,692,514	)	2,319,094
Liabilities and Partners’ capital
Debt	—	235,095		332,464		(282,704	)	1,443,982
Notes payable to MeriStar Hospitality Corporation	—	—		—		—		170,000
Accounts payable and accrued expenses	—	48,607		56,148		—		77,486
Accrued interest	—	20,321		20,504		(20,321	)	29,733
Due to Interstate Hotels & Resorts	—	4,051		3,851		—		16,881
Other liabilities	—	6,703		6,917		—		7,618
Total liabilities	—	314,777		419,884		(303,025	)	1,745,700
Minority interests	—	—		—		—		2,382
Redeemable OP units at redemption value	—	—		—		—		20,620
Partners’ capital	—	(132,625	)	1,143,790		(2,389,489	)	550,392
	—	182,152		1,563,674		(2,692,514	)	2,319,094

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

December 31, 2004

(Dollars in thousands)

	MeriStar Hospitality OP, L.P.		Non-Guarantor Subsidiaries		MeriStar Sub 7C, LLC	MeriStar Sub 8G, LLC	AGH Upreit, LLC	MeriStar Sub 6H, L.P.		MeriStar Sub 8F, L.P.		MeriStar Sub 8B, LLC		MeriStar Sub 1C, LLC		MeriStar Sub 8E, LLC		MeriStar Sub 7F, LLC		MeriStar Sub 5L, LLC
Assets
Property and equipment	216,063		1,376,454		—	—	—	10,885		13,687		88,943		27,485		16,028		10,034		11,800
Accumulated depreciation	(51,424	)	(253,348	)	—	—	—	(783	)	(3,179	)	(14,741	)	(7,319	)	(3,618	)	(413	)	(723	)
	164,639		1,123,106		—	—	—	10,102		10,508		74,202		20,166		12,410		9,621		11,077
Assets held for sale	—		—		—	—	—	—		—		—		—		—		—		—
Investments in and advances to unconsolidated affiliates	2,492,499		17,479		32	72	2,989	—		—		—		—		—		—		—
Due to/from subsidiaries	(953,735	)	429,669		—	9	73	7,830		6,748		31,376		(4,175	)	7,517		3,135		5,022
Note receivable from subsidiaries	221,704		—		—	—	—	—		—		—		—		—		—		—
Prepaid expenses and other assets	30,645		(2,733	)	—	—	—	(11	)	(81	)	(101	)	(190	)	(26	)	(12	)	(77	)
Insurance claim receivable	76,056		—		—	—	—	—		—		—		—		—		—		—
Accounts receivable, net of allowance for doubtful accounts	9,356		933		—	—	—	—		—		—		—		—		—		—
Restricted cash	55,754		1,346		—	—	—	—		—		—		—		—		—		—
Cash and cash equivalents	41,224		—		—	—	—	—		—		—		—		—		—		—
	2,138,142		1,569,800		32	81	3,062	17,921		17,175		105,477		15,801		19,901		12,744		16,022
Liabilities and Partners’ capital
Debt	841,976		527,290		—	—	—	—		—		—		—		—		—		—
Notes payable to MeriStar Hospitality Corporation	203,977		—		—	—	—	—		—		—		—		—		—		—
Accounts payable and accrued expenses	14,892		5,286		—	—	—	—		6		—		59		—		153		1
Accrued interest	38,682		2,483		—	—	—	—		—		—		—		—		—		—
Due to Interstate Hotels & Resorts	11,347		—		—	—	—	—		—		—		—		—		—		—
Other liabilities	5,382		—		—	—	—	—		—		—		—		—		—		—
Total liabilities	1,116,256		535,059		—	—	—	—		6		—		59		—		153		1
Minority interests	2,418		—		—	—	—	—		—		—		—		—		—		—
Redeemable OP units at redemption value	19,187		—		—	—	—	—		—		—		—		—		—		—
Partners’ capital	1,000,281		1,034,741		32	81	3,062	17,921		17,169		105,477		15,742		19,901		12,591		16,021
	2,138,142		1,569,800		32	81	3,062	17,921		17,175		105,477		15,801		19,901		12,744		16,022

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

December 31, 2004

(Dollars in thousands)

	MeriStar Sub 3C, LLC		MeriStar Sub 5R, LLC		MeriStar Sub 8A, LLC	MeriStar Sub 6D, LLC		MeriStar Sub 6E, LLC		MeriStar Sub 4E, L.P.		MeriStar Sub 1B, LLC		MeriStar Sub 5F, L.P.		MeriStar Sub 6G, LLC		MeriStar Sub 8C, LLC	MeriStar Sub 4C, L.P.	MeriStar Sub 4H, L.P.
Assets
Property and equipment	17,581		—		—	18,367		49,971		—		20,404		18,560		24,167		—	—	1
Accumulated depreciation	(4,384	)	—		—	(3,377	)	(11,560	)	(1	)	(4,557	)	(591	)	(5,738	)	—	—	—
	13,197		—		—	14,990		38,411		(1	)	15,847		17,969		18,429		—	—	1
Assets held for sale	—		—		—	—		—		—		—		—		—		—	—	—
Investments in and advances to unconsolidated affiliates	—		43		—	—		—		—		—		—		—		—	—	—
Due to/from subsidiaries	6,581		(43	)	—	9,328		22,758		7,015		15,571		12,510		8,688		11,439	—	3,413
Note receivable from subsidiaries	—		—		—	—		—		—		—		—		—		—	—	—
Prepaid expenses and other assets	2		—		—	(21	)	(93	)	—		(83	)	(178	)	(35	)	—	—	—
Insurance claim receivable	—		—		—	—		—		—		—		—		—		—	—	—
Accounts receivable, net of allowance for doubtful accounts	—		—		—	124		—		64		96		—		—		—	—	—
Restricted cash	—		—		—	—		—		—		—		—		—		—	—	—
Cash and cash equivalents	—		—		—	—		—		—		—		—		—		—	—	—
	19,780		—		—	24,421		61,076		7,078		31,431		30,301		27,082		11,439	—	3,414
Liabilities and Partners’ capital
Debt	—		—		—	—		—		—		33		—		—		—	—	—
Notes payable to MeriStar Hospitality Corporation	—		—		—	—		—		—		—		—		—		—	—	—
Accounts payable and accrued expenses	211		—		—	(21	)	(20	)	5		(7	)	(4	)	61		—	—	—
Accrued interest	—		—		—	—		—		—		—		—		—		—	—	—
Due to Interstate Hotels & Resorts	—		—		—	—		—		—		—		—		—		—	—	—
Other liabilities	—		—		—	—		—		—		—		—		—		—	—	—
Total liabilities	211		—		—	(21	)	(20	)	5		26		(4	)	61		—	—	—
Minority interests	—		—		—	—		—		—		—		—		—		—	—	—
Redeemable OP units at redemption value	—		—		—	—		—		—		—		—		—		—	—	—
Partners’ capital	19,569		—		—	24,442		61,096		7,073		31,405		30,305		27,021		11,439	—	3,414
	19,780		—		—	24,421		61,076		7,078		31,431		30,301		27,082		11,439	—	3,414

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

December 31, 2004

(Dollars in thousands)

	MeriStar Sub 7E, LLC		MeriStar Sub 3D, LLC		MeriStar Sub 1A, LLC		MeriStar Sub 7A Joint Venture		MeriStar Sub 2B, LLC	MeriStar Sub 3A, LLC	MeriStar Sub 4A, LLC	MeriStar Sub 4D, LLC	MeriStar Sub 2A, LLC	MeriStar Sub 6L, LLC	MDV Limited Partnership		MeriStar Sub 5C, LLC
Assets
Property and equipment	20,118		22,986		5,500		—		—	—	—	—	—	—	3,955		—
Accumulated depreciation	(3,974	)	(7,740	)	(2	)	—		—	—	—	—	—	—	(840	)	—
	16,144		15,246		5,498		—		—	—	—	—	—	—	3,115		—
Assets held for sale	—		—		—		—		—	—	—	—	—	—	—		—
Investments in and advances to unconsolidated affiliates	—		—		—		—		—	—	—	—	—	—	—		—
Due to/from subsidiaries	6,024		9,411		8,518		9,944		—	4,976	7,612	—	—	20,297	2,879		—
Note receivable from subsidiaries	—		—		—		—		—	—	—	—	—	—	—		—
Prepaid expenses and other assets	(22	)	(43	)	(96	)	—		—	—	—	—	—	—	(24	)	—
Insurance claim receivable	—		—		—		—		—	—	—	—	—	—	—		—
Accounts receivable, net of allowance for doubtful accounts	—		—		—		(44	)	—	—	—	—	—	178	—		—
Restricted cash	—		—		—		—		—	—	—	—	—	—	—		—
Cash and cash equivalents	—		—		—		—		—	—	—	—	—	—	—		—
	22,146		24,614		13,920		9,900		—	4,976	7,612	—	—	20,475	5,970		—
Liabilities and Partners’ capital
Debt	—		—		—		—		—	—	—	—	—	—	—		—
Notes payable to MeriStar Hospitality Corporation	—		—		—		—		—	—	—	—	—	—	—		—
Accounts payable and accrued expenses	88		—		2		—		—	—	—	—	—	—	75		—
Accrued interest	—		—		—		—		—	—	—	—	—	—	—		—
Due to Interstate Hotels & Resorts	—		—		—		—		—	—	—	—	—	—	—		—
Other liabilities	—		—		—		—		—	—	—	—	—	—	—		—
Total liabilities	88		—		2		—		—	—	—	—	—	—	75		—
Minority interests	—		—		—		—		—	—	—	—	—	—	—		—
Redeemable OP units at redemption value	—		—		—		—		—	—	—	—	—	—	—		—
Partners’ capital	22,058		24,614		13,918		9,900		—	4,976	7,612	—	—	20,475	5,895		—
	22,146		24,614		13,920		9,900		—	4,976	7,612	—	—	20,475	5,970		—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

December 31, 2004

(Dollars in thousands)

	MeriStar Sub 6J, LLC		MeriStar Sub 1D, L.P.		MeriStar Sub 7B, L.P.		MeriStar Sub 7D, LLC		MeriStar Sub 7G, LLC	MeriStar Sub 6B, LLC		MeriStar Sub 4I, L.P.	MeriStar Sub 5D, LLC		MeriStar Sub 5H, LLC	MeriStar Sub 7H, LLC	AGH PSS I, Inc.	MeriStar Sub 2D, LLC
Assets
Property and equipment	19,976		69,500		—		55,081		—	11,877		—	42,467		—	—	—	—
Accumulated depreciation	(4,320	)	(14,321	)	—		(11,258	)	—	(2,636	)	—	(9,533	)	—	—	—	—
	15,656		55,179		—		43,823		—	9,241		—	32,934		—	—	—	—
Assets held for sale	—		—		—		—		—	—		—	—		—	—	—	—
Investments in and advances to unconsolidated affiliates	—		—		—		—		—	—		—	51,368		—	—	—	—
Due to/from subsidiaries	9,835		22,849		(262	)	26,640		2,370	2,976		—	(6,151	)	—	—	—	—
Note receivable from subsidiaries	—		—		—		—		—	—		—	—		—	—	—	—
Prepaid expenses and other assets	(6	)	(550	)	—		46		—	(14	)	—	(77	)	—	—	—	—
Insurance claim receivable	—		—		—		—		—	—		—	—		—	—	—	—
Accounts receivable, net of allowance for doubtful accounts	—		—		—		1,169		—	—		—	—		—	—	—	—
Restricted cash	—		—		—		—		—	—		—	—		—	—	—	—
Cash and cash equivalents	—		—		—		—		—	—		—	—		—	—	—	—
	25,485		77,478		(262	)	71,678		2,370	12,203		—	78,074		—	—	—	—
Liabilities and Partners’ capital
Debt	—		—		—		—		—	—		—	24,000		—	—	—	—
Notes payable to MeriStar Hospitality Corporation	—		—		—		—		—	—		—	—		—	—	—	—
Accounts payable and accrued expenses	59		—		—		2,381		—	(125	)	—	165		—	—	—	—
Accrued interest	—		—		—		—		—	—		—	—		—	—	—	—
Due to Interstate Hotels & Resorts	—		—		—		(200	)	—	—		—	—		—	—	—	—
Other liabilities	—		—		—		—		—	—		—	—		—	—	—	—
Total liabilities	59		—		—		2,181		—	(125	)	—	24,165		—	—	—	—
Minority interests	—		—		—		—		—	—		—	—		—	—	—	—
Redeemable OP units at redemption value	—		—		—		—		—	—		—	—		—	—	—	—
Partners’ capital	25,426		77,478		(262	)	69,497		2,370	12,328		—	53,909		—	—	—	—
	25,485		77,478		(262	)	71,678		2,370	12,203		—	78,074		—	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

December 31, 2004

(Dollars in thousands)

	MeriStar Sub 4F, L.P.		MeriStar Sub 5K, LLC	MeriStar Sub 5M, LLC		MeriStar Sub 1E, L.P.	MeriStar Sub 5O, LLC		MeriStar Sub 4B, L.P.	MeriStar Sub 2C, LLC		MeriStar Sub 4G, L.P.		MeriStar Sub 3B, LLC	MeriStar Sub 5G, L.P.		MeriStar Sub 5N, LLC		MeriStar Sub 5P, LLC
Assets
Property and equipment	35,341		—	18,969		—	7,263		—	—		—		—	168,827		3,580		39
Accumulated depreciation	(6,923	)	—	(1,607	)	—	(844	)	—	—		(1	)	—	(35,721	)	(448	)	(28	)
	28,418		—	17,362		—	6,419		—	—		(1	)	—	133,106		3,132		11
Assets held for sale	—		—	—		—	—		—	—		—		—	—		—		—
Investments in and advances to unconsolidated affiliates	—		—	—		—	—		—	—		—		—	—		—		—
Due to/from subsidiaries	4,108		21,531	10,741		—	4,524		1,728	(2,360	)	16,930		—	45,208		4,988		3,724
Note receivable from subsidiaries	—		—	—		—	—		—	—		—		—	—		—		—
Prepaid expenses and other assets	(10	)	—	(118	)	—	(39	)	—	—		—		—	(394	)	(45	)	(10	)
Insurance claim receivable	—		—	—		—	—		—	—		—		—	—		—		—
Accounts receivable, net of allowance for doubtful accounts	—		—	—		—	—		—	—		—		—	—		—		38
Restricted cash	—		—	—		—	—		—	—		—		—	—		—		—
Cash and cash equivalents	—		—	—		—	—		—	—		—		—	—		—		—
	32,516		21,531	27,985		—	10,904		1,728	(2,360	)	16,929		—	177,920		8,075		3,763
Liabilities and Partners’ capital
Debt	—		—	—		—	—		—	—		—		—	—		—		—
Notes payable to MeriStar Hospitality Corporation	—		—	—		—	—		—	—		—		—	—		—		—
Accounts payable and accrued expenses	334		—	—		—	—		—	—		—		—	—		4		—
Accrued interest	—		—	—		—	—		—	—		—		—	—		—		—
Due to Interstate Hotels & Resorts	—		—	—		—	—		—	—		—		—	—		—		—
Other liabilities	—		—	—		—	—		—	—		—		—	—		—		—
Total liabilities	334		—	—		—	—		—	—		—		—	—		4		—
Minority interests	—		—	—		—	—		—	—		—		—	—		—		—
Redeemable OP units at redemption value	—		—	—		—	—		—	—		—		—	—		—		—
Partners’ capital	32,182		21,531	27,985		—	10,904		1,728	(2,360	)	16,929		—	177,920		8,071		3,763
	32,516		21,531	27,985		—	10,904		1,728	(2,360	)	16,929		—	177,920		8,075		3,763

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

December 31, 2004

(Dollars in thousands)

	MeriStar Sub 5J, LLC		MeriStar Sub 5Q, LLC		MeriStar Sub 5A, LLC		MeriStar Sub 8D, LLC	MeriStar Sub 4J, LLC		MeriStar Sub 6K, LLC	MeriStar Sub 5E, LLC	MeriStar Sub 6I, LLC	MeriStar Sub 5I, LLC	CapStar Cherry Hill Company, LLC	Meristar Acquisition Company, LLC	MeriStar Sub 6A, LLC
Assets
Property and equipment	79,579		13,980		37,074		—	41,862		—	—	—	—	—	—	—
Accumulated depreciation	(14,819	)	(2,312	)	(11,767	)	—	(8,398	)	—	—	—	—	—	—	—
	64,760		11,668		25,307		—	33,464		—	—	—	—	—	—	—
Assets held for sale	—		—		—		—	—		—	—	—	—	—	—	—
Investments in and advances to unconsolidated affiliates	—		—		4,627		—	—		—	—	—	—	—	—	—
Due to/from subsidiaries	51,127		8,187		8,010		16,379	6,370		—	—	—	—	—	—	—
Note receivable from subsidiaries	—		—		—		—	—		—	—	—	—	—	—	—
Prepaid expenses and other assets	(769	)	(137	)	(78	)	—	(51	)	—	—	—	—	—	—	—
Insurance claim receivable	—		—		—		—	—		—	—	—	—	—	—	—
Accounts receivable, net of allowance for doubtful accounts	—		—		—		359	(14	)	—	—	—	—	—	—	—
Restricted cash	—		—		—		—	—		—	—	—	—	—	—	—
Cash and cash equivalents	—		—		—		—	—		—	—	—	—	—	—	—
	115,118		19,718		37,866		16,738	39,769		—	—	—	—	—	—	—
Liabilities and Partners’ capital
Debt	—		—		23,609		—	—		—	—	—	—	—	—	—
Notes payable to MeriStar Hospitality Corporation	—		—		—		—	—		—	—	—	—	—	—	—
Accounts payable and accrued expenses	126		(18	)	114		—	152		—	—	—	—	—	—	—
Accrued interest	—		—		—		—	—		—	—	—	—	—	—	—
Due to Interstate Hotels & Resorts	—		—		—		—	—		—	—	—	—	—	—	—
Other liabilities	—		—		—		—	—		—	—	—	—	—	—	—
Total liabilities	126		(18	)	23,723		—	152		—	—	—	—	—	—	—
Minority interests	—		—		—		—	—		—	—	—	—	—	—	—
Redeemable OP units at redemption value	—		—		—		—	—		—	—	—	—	—	—	—
Partners’ capital	114,992		19,736		14,143		16,738	39,617		—	—	—	—	—	—	—
	115,118		19,718		37,866		16,738	39,769		—	—	—	—	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Balance Sheet

December 31, 2004

(Dollars in thousands)

	MeriStar Sub 6F, LLC	MeriStar Hotel Lessee, Inc.		Guarantor Subsidiaries Total		Consolidation Eliminations		Total Consolidated
Assets
Property and equipment	—	3,316		989,203		—		2,581,720
Accumulated depreciation	—	(3,384	)	(201,860	)	—		(506,632	)
	—	(68	)	787,343		—		2,075,088
Assets held for sale	—	—		—		—		—
Investments in and advances to unconsolidated affiliates	—	42,290		101,421		(2,526,603	)	84,796
Due to/from subsidiaries	—	40,158		524,066		—		—
Note receivable from subsidiaries	—	—		—		(221,704	)	—
Prepaid expenses and other assets	—	9,661		6,318		—		34,230
Insurance claim receivable	—	—		—		—		76,056
Accounts receivable, net of allowance for doubtful accounts	—	30,134		32,104		(9,414	)	32,979
Restricted cash	—	1,313		1,313		—		58,413
Cash and cash equivalents	—	19,309		19,309		—		60,533
	—	142,797		1,471,874		(2,757,721	)	2,422,095
Liabilities and Partners’ capital
Debt	—	174,095		221,737		(221,704	)	1,369,299
Notes payable to MeriStar Hospitality Corporation	—	—		—		—		203,977
Accounts payable and accrued expenses	—	47,802		51,603		—		71,781
Accrued interest	—	9,414		9,414		(9,414	)	41,165
Due to Interstate Hotels & Resorts	—	10,652		10,452		—		21,799
Other liabilities	—	6,171		6,171		—		11,553
Total liabilities	—	248,134		299,377		(231,118	)	1,719,574
Minority interests	—	—		—		—		2,418
Redeemable OP units at redemption value	—	—		—		—		19,187
Partners’ capital	—	(105,337	)	1,172,497		(2,526,603	)	680,916
	—	142,797		1,471,874		(2,757,721	)	2,422,095

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Three months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Hospitality OP, L.P.		Non-Guarantor Subsidiaries		MeriStar Sub 7C, LLC	MeriStar Sub 8G, LLC	AGH Upreit, LLC	MeriStar Sub 6H, L.P.	MeriStar Sub 8F, L.P.	MeriStar Sub 8B, LLC	MeriStar Sub 1C, LLC		MeriStar Sub 8E, LLC		MeriStar Sub 7F, LLC		MeriStar Sub 5L, LLC
Revenue:
Hotel operations:
Rooms	—		—		—	—	—	—	—	—	—		—		—		—
Food and beverage	—		—		—	—	—	—	—	—	—		—		—		—
Other hotel operations	—		—		—	—	—	—	—	—	—		—		—		—
Office rental, parking and other revenue	51		639		—	—	—	—	—	—	—		8		—		—
Participating lease revenue	2,865		35,507		—	—	—	309	711	1,934	265		385		362		189
Total revenue	2,916		36,146		—	—	—	309	711	1,934	265		393		362		189
Hotel operating expenses:
Rooms	—		—		—	—	—	—	—	—	—		—		—		—
Food and beverage	—		—		—	—	—	—	—	—	—		—		—		—
Other hotel operating expenses	—		—		—	—	—	—	—	—	—		—		—		—
Office rental, parking and other expenses	—		301		—	—	—	—	—	—	—		—		—		—
Other operating expenses:
General and administrative, hotel	2		21		—	—	—	—	—	—	—		—		—		—
General and administrative, corporate	3,968		—		—	—	—	—	—	—	—		—		—		—
Property operating costs	—		—		—	—	—	—	—	—	—		—		—		—
Depreciation and amortization	3,541		14,131		—	—	—	133	152	542	301		137		110		40
Property taxes, insurance and other	1,529		4,813		—	—	—	24	227	18	161		40		30		41
Loss on asset impairments	621		34,181		—	—	—	—	—	—	1,580		—		—		—
Contract termination costs	—		—		—	—	—	—	—	—	—		—		—		—
Operating expenses	9,661		53,447		—	—	—	157	379	560	2,042		177		140		81
Equity in income/loss of and interest earned from unconsolidated affiliates	1,245		—		—	—	—	—	—	—	—		—		—		—
Hurricane business interruption insurance gain	—		—		—	—	—	—	—	—	—		—		—		—
Operating (loss) income	(5,500	)	(17,301	)	—	—	—	152	332	1,374	(1,777	)	216		222		108
Minority interest income	34		—		—	—	—	—	—	—	—		—		—		—
Interest expense, net	(14,353	)	(10,068	)	—	—	—	—	—	—	—		(11	)	(12	)	—
Loss on early extinguishments of debt	(10,662	)	(43,503	)	—	—	—	—	—	—	—		—		—		—
Equity in income from consolidated entities	(88,087	)	—		—	—	—	—	—	—	—		—		—		—
(Loss) income before income taxes and discontinued operations	(118,568	)	(70,872	)	—	—	—	152	332	1,374	(1,777	)	205		210		108
Income tax expense	(16	)	—		—	—	—	—	—	—	—		—		—		—
(Loss) income from continuing operations	(118,584	)	(70,872	)	—	—	—	152	332	1,374	(1,777	)	205		210		108
Discontinued operations:
(Loss) income from discontinued operations before income tax	461		(3,391	)	—	—	—	—	—	—	—		—		—		—
Income tax (expense) benefit	—		—		—	—	—	—	—	—	—		—		—		—
(Loss) income from discontinued operations	461		(3,391	)	—	—	—	—	—	—	—		—		—		—
Net (loss) income	(118,123	)	(74,263	)	—	—	—	152	332	1,374	(1,777	)	205		210		108

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Three months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 3C, LLC		MeriStar Sub 5R, LLC	MeriStar Sub 8A, LLC	MeriStar Sub 6D, LLC	MeriStar Sub 6E, LLC		MeriStar Sub 4E, L.P.	MeriStar Sub 1B, LLC		MeriStar Sub 5F, L.P.	MeriStar Sub 6G, LLC	MeriStar Sub 8C, LLC	MeriStar Sub 4C, L.P.	MeriStar Sub 4H, L.P.
Revenue:
Hotel operations:
Rooms	—		—	—	—	—		—	—		—	—	—	—	—
Food and beverage	—		—	—	—	—		—	—		—	—	—	—	—
Other hotel operations	—		—	—	—	—		—	—		—	—	—	—	—
Office rental, parking and other revenue	1		—	—	18	—		—	—		—	—	—	—	—
Participating lease revenue	411		—	—	678	1,740		—	681		445	1,019	—	—	—
Total revenue	412		—	—	696	1,740		—	681		445	1,019	—	—	—
Hotel operating expenses:
Rooms	—		—	—	—	—		—	—		—	—	—	—	—
Food and beverage	—		—	—	—	—		—	—		—	—	—	—	—
Other hotel operating expenses	—		—	—	—	—		—	—		—	—	—	—	—
Office rental, parking and other expenses	—		—	—	—	—		—	—		—	—	—	—	—
Other operating expenses:
General and administrative, hotel	—		—	—	—	—		—	—		—	2	—	—	—
General and administrative, corporate	—		—	—	—	—		—	—		—	—	—	—	—
Property operating costs	—		—	—	—	—		—	—		—	—	—	—	—
Depreciation and amortization	154		—	—	110	416		—	174		154	173	—	—	—
Property taxes, insurance and other	96		—	—	78	141		—	47		118	100	—	—	—
Loss on asset impairments	—		—	—	—	—		—	—		—	—	—	—	—
Contract termination costs	—		—	—	—	—		—	—		—	—	—	—	—
Operating expenses	250		—	—	188	557		—	221		272	275	—	—	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—		—	—	—	—		—	—		—	—	—	—	—
Hurricane business interruption insurance gain	—		—	—	—	—		—	—		—	—	—	—	—
Operating (loss) income	162		—	—	508	1,183		—	460		173	744	—	—	—
Minority interest income	—		—	—	—	—		—	—		—	—	—	—	—
Interest expense, net	(21	)	—	—	—	(532	)	—	(41	)	—	—	—	—	—
Loss on early extinguishments of debt	—		—	—	—	—		—	—		—	—	—	—	—
Equity in income from consolidated entities	—		—	—	—	—		—	—		—	—	—	—	—
(Loss) income before income taxes and discontinued operations	141		—	—	508	651		—	419		173	744	—	—	—
Income tax expense	—		—	—	—	—		—	—		—	—	—	—	—
(Loss) income from continuing operations	141		—	—	508	651		—	419		173	744	—	—	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—		—	—	—	—		—	—		—	—	—	—	—
Income tax (expense) benefit	—		—	—	—	—		—	—		—	—	—	—	—
(Loss) income from discontinued operations	—		—	—	—	—		—	—		—	—	—	—	—
Net (loss) income	141		—	—	508	651		—	419		173	744	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Three months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 7E, LLC	MeriStar Sub 3D, LLC		MeriStar Sub 1A, LLC	MeriStar Sub 7A Joint Venture	MeriStar Sub 2B, LLC	MeriStar Sub 3A, LLC	MeriStar Sub 4A, LLC	MeriStar Sub 4D, LLC	MeriStar Sub 2A, LLC	MeriStar Sub 6L, LLC	MDV Limited Partnership	MeriStar Sub 5C, LLC
Revenue:
Hotel operations:
Rooms	—	—		—	—	—	—	—	—	—	—	—	—
Food and beverage	—	—		—	—	—	—	—	—	—	—	—	—
Other hotel operations	—	—		—	—	—	—	—	—	—	—	—	—
Office rental, parking and other revenue	—	—		—	—	—	—	—	—	—	—	—	—
Participating lease revenue	358	436		—	—	—	—	—	—	—	—	84	—
Total revenue	358	436		—	—	—	—	—	—	—	—	84	—
Hotel operating expenses:
Rooms	—	—		—	—	—	—	—	—	—	—	—	—
Food and beverage	—	—		—	—	—	—	—	—	—	—	—	—
Other hotel operating expenses	—	—		—	—	—	—	—	—	—	—	—	—
Office rental, parking and other expenses	—	—		—	—	—	—	—	—	—	—	—	—
Other operating expenses:
General and administrative, hotel	—	—		—	—	—	—	—	—	—	—	—	—
General and administrative, corporate	—	—		—	—	—	—	—	—	—	—	—	—
Property operating costs	—	—		—	—	—	—	—	—	—	—	—	—
Depreciation and amortization	158	158		—	—	—	—	—	—	—	—	43	—
Property taxes, insurance and other	50	48		—	—	—	—	—	—	—	—	32	—
Loss on asset impairments	—	3,961		—	—	—	—	—	—	—	—	—	—
Contract termination costs	—	—		—	—	—	—	—	—	—	—	—	—
Operating expenses	208	4,167		—	—	—	—	—	—	—	—	75	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—		—	—	—	—	—	—	—	—	—	—
Hurricane business interruption insurance gain	—	—		—	—	—	—	—	—	—	—	—	—
Operating (loss) income	150	(3,731	)	—	—	—	—	—	—	—	—	9	—
Minority interest income	—	—		—	—	—	—	—	—	—	—	—	—
Interest expense, net	—	—		—	—	—	—	—	—	—	—	—	—
Loss on early extinguishments of debt	—	—		—	—	—	—	—	—	—	—	—	—
Equity in income from consolidated entities	—	—		—	—	—	—	—	—	—	—	—	—
(Loss) income before income taxes and discontinued operations	150	(3,731	)	—	—	—	—	—	—	—	—	9	—
Income tax expense	—	—		—	—	—	—	—	—	—	—	—	—
(Loss) income from continuing operations	150	(3,731	)	—	—	—	—	—	—	—	—	9	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—		42	—	—	—	—	—	—	—	—	—
Income tax (expense) benefit	—	—		—	—	—	—	—	—	—	—	—	—
(Loss) income from discontinued operations	—	—		42	—	—	—	—	—	—	—	—	—
Net (loss) income	150	(3,731	)	42	—	—	—	—	—	—	—	9	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Three months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 6J, LLC	MeriStar Sub 1D, L.P.		MeriStar Sub 7B, L.P.	MeriStar Sub 7D, LLC		MeriStar Sub 7G, LLC	MeriStar Sub 6B, LLC	MeriStar Sub 4I, L.P.	MeriStar Sub 5D, LLC		MeriStar Sub 5H, LLC	MeriStar Sub 7H, LLC	AGH PSS I, Inc.	MeriStar Sub 2D, LLC
Revenue:
Hotel operations:
Rooms	—	—		—	—		—	—	—	—		—	—	—	—
Food and beverage	—	—		—	—		—	—	—	—		—	—	—	—
Other hotel operations	—	—		—	—		—	—	—	—		—	—	—	—
Office rental, parking and other revenue	—	95		—	854		—	—	—	—		—	—	—	—
Participating lease revenue	782	1,731		—	1,516		—	354	—	428		—	—	—	—
Total revenue	782	1,826		—	2,370		—	354	—	428		—	—	—	—
Hotel operating expenses:
Rooms	—	—		—	—		—	—	—	—		—	—	—	—
Food and beverage	—	—		—	—		—	—	—	—		—	—	—	—
Other hotel operating expenses	—	—		—	—		—	—	—	—		—	—	—	—
Office rental, parking and other expenses	—	37		—	458		—	—	—	—		—	—	—	—
Other operating expenses:
General and administrative, hotel	—	—		—	—		—	—	—	—		—	—	—	—
General and administrative, corporate	—	—		—	—		—	—	—	—		—	—	—	—
Property operating costs	—	—		—	—		—	—	—	—		—	—	—	—
Depreciation and amortization	120	508		—	365		—	93	—	306		—	—	—	—
Property taxes, insurance and other	76	381		—	552		—	70	—	(30	)	—	—	—	—
Loss on asset impairments	—	—		—	—		—	—	—	—		—	—	—	—
Contract termination costs	—	—		—	—		—	—	—	—		—	—	—	—
Operating expenses	196	926		—	1,375		—	163	—	276		—	—	—	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—		—	—		—	—	—	—		—	—	—	—
Hurricane business interruption insurance gain	—	—		—	—		—	—	—	—		—	—	—	—
Operating (loss) income	586	900		—	995		—	191	—	152		—	—	—	—
Minority interest income	—	—		—	—		—	—	—	—		—	—	—	—
Interest expense, net	—	(58	)	—	(46	)	—	—	—	(424	)	—	—	—	—
Loss on early extinguishments of debt	—	—		—	—		—	—	—	—		—	—	—	—
Equity in income from consolidated entities	—	—		—	—		—	—	—	—		—	—	—	—
(Loss) income before income taxes and discontinued operations	586	842		—	949		—	191	—	(272	)	—	—	—	—
Income tax expense	—	—		—	—		—	—	—	—		—	—	—	—
(Loss) income from continuing operations	586	842		—	949		—	191	—	(272	)	—	—	—	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—		—	—		—	—	—	—		—	—	—	—
Income tax (expense) benefit	—	—		—	—		—	—	—	—		—	—	—	—
(Loss) income from discontinued operations	—	—		—	—		—	—	—	—		—	—	—	—
Net (loss) income	586	842		—	949		—	191	—	(272	)	—	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Three months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 4F, L.P.	MeriStar Sub 5K, LLC	MeriStar Sub 5M, LLC	MeriStar Sub 1E, L.P.	MeriStar Sub 5O, LLC	MeriStar Sub 4B, L.P.	MeriStar Sub 2C, LLC	MeriStar Sub 4G, L.P.	MeriStar Sub 3B, LLC	MeriStar Sub 5G, L.P.	MeriStar Sub 5N, LLC	MeriStar Sub 5P, LLC
Revenue:
Hotel operations:
Rooms	—	—	—	—	—	—	—	—	—	—	—	—
Food and beverage	—	—	—	—	—	—	—	—	—	—	—	—
Other hotel operations	—	—	—	—	—	—	—	—	—	—	—	—
Office rental, parking and other revenue	7	—	—	—	—	—	—	—	—	11	—	—
Participating lease revenue	510	—	386	—	157	—	—	—	—	2,092	206	376
Total revenue	517	—	386	—	157	—	—	—	—	2,103	206	376
Hotel operating expenses:
Rooms	—	—	—	—	—	—	—	—	—	—	—	—
Food and beverage	—	—	—	—	—	—	—	—	—	—	—	—
Other hotel operating expenses	—	—	—	—	—	—	—	—	—	—	—	—
Office rental, parking and other expenses	—	—	—	—	—	—	—	—	—	—	—	—
Other operating expenses:
General and administrative, hotel	—	—	—	—	—	—	—	—	—	—	—	—
General and administrative, corporate	—	—	—	—	—	—	—	—	—	—	—	—
Property operating costs	—	—	—	—	—	—	—	—	—	—	—	—
Depreciation and amortization	293	—	62	—	32	—	—	—	—	1,467	17	1
Property taxes, insurance and other	1	—	79	—	28	—	—	—	—	476	38	2
Loss on asset impairments	—	—	—	—	—	—	—	—	—	—	—	—
Contract termination costs	—	—	—	—	—	—	—	—	—	—	—	—
Operating expenses	294	—	141	—	60	—	—	—	—	1,943	55	3
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—	—	—	—	—	—	—	—	—	—	—
Hurricane business interruption insurance gain	—	—	—	—	—	—	—	—	—	—	—	—
Operating (loss) income	223	—	245	—	97	—	—	—	—	160	151	373
Minority interest income	—	—	—	—	—	—	—	—	—	—	—	—
Interest expense, net	—	—	—	—	—	—	—	—	—	—	—	—
Loss on early extinguishments of debt	—	—	—	—	—	—	—	—	—	—	—	—
Equity in income from consolidated entities	—	—	—	—	—	—	—	—	—	—	—	—
(Loss) income before income taxes and discontinued operations	223	—	245	—	97	—	—	—	—	160	151	373
Income tax expense	—	—	—	—	—	—	—	—	—	—	—	—
(Loss) income from continuing operations	223	—	245	—	97	—	—	—	—	160	151	373
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—	—	—	—	—	—	—	—	—	—	—
Income tax (expense) benefit	—	—	—	—	—	—	—	—	—	—	—	—
(Loss) income from discontinued operations	—	—	—	—	—	—	—	—	—	—	—	—
Net (loss) income	223	—	245	—	97	—	—	—	—	160	151	373

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Three months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 5J, LLC		MeriStar Sub 5Q, LLC	MeriStar Sub 5A, LLC		MeriStar Sub 8D, LLC	MeriStar Sub 4J, LLC		MeriStar Sub 6K, LLC	MeriStar Sub 5E, LLC	MeriStar Sub 6I, LLC	MeriStar Sub 5I, LLC	CapStar Cherry Hill Company, LLC	Meristar Acquisition Company, LLC	MeriStar Sub 6A, LLC
Revenue:
Hotel operations:
Rooms	—		—	—		—	—		—	—	—	—	—	—	—
Food and beverage	—		—	—		—	—		—	—	—	—	—	—	—
Other hotel operations	—		—	—		—	—		—	—	—	—	—	—	—
Office rental, parking and other revenue	—		—	20		—	54		—	—	—	—	—	—	—
Participating lease revenue	—		434	1,841		—	729		—	—	—	—	—	—	—
Total revenue	—		434	1,861		—	783		—	—	—	—	—	—	—
Hotel operating expenses:
Rooms	—		—	—		—	—		—	—	—	—	—	—	—
Food and beverage	—		—	—		—	—		—	—	—	—	—	—	—
Other hotel operating expenses	—		—	—		—	—		—	—	—	—	—	—	—
Office rental, parking and other expenses	—		—	—		—	149		—	—	—	—	—	—	—
Other operating expenses:
General and administrative, hotel	1		—	—		—	—		—	—	—	—	—	—	—
General and administrative, corporate	—		—	—		—	—		—	—	—	—	—	—	—
Property operating costs	—		—	—		—	—		—	—	—	—	—	—	—
Depreciation and amortization	910		108	275		—	335		—	—	—	—	—	—	—
Property taxes, insurance and other	—		—	180		—	86		—	—	—	—	—	—	—
Loss on asset impairments	—		—	—		—	—		—	—	—	—	—	—	—
Contract termination costs	—		—	—		—	—		—	—	—	—	—	—	—
Operating expenses	911		108	455		—	570		—	—	—	—	—	—	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—		—	—		—	—		—	—	—	—	—	—	—
Hurricane business interruption insurance gain	—		—	—		—	—		—	—	—	—	—	—	—
Operating (loss) income	(911	)	326	1,406		—	213		—	—	—	—	—	—	—
Minority interest income	—		—	—		—	—		—	—	—	—	—	—	—
Interest expense, net	—		—	(708	)	—	(33	)	—	—	—	—	—	—	—
Loss on early extinguishments of debt	—		—	—		—	—		—	—	—	—	—	—	—
Equity in income from consolidated entities	—		—	—		—	—		—	—	—	—	—	—	—
(Loss) income before income taxes and discontinued operations	(911	)	326	698		—	180		—	—	—	—	—	—	—
Income tax expense	—		—	—		—	—		—	—	—	—	—	—	—
(Loss) income from continuing operations	(911	)	326	698		—	180		—	—	—	—	—	—	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—		—	—		—	—		—	—	—	—	—	—	—
Income tax (expense) benefit	—		—	—		—	—		—	—	—	—	—	—	—
(Loss) income from discontinued operations	—		—	—		—	—		—	—	—	—	—	—	—
Net (loss) income	(911	)	326	698		—	180		—	—	—	—	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Three months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 6F, LLC	MeriStar Hotel Lessee, Inc.		Guarantor Subsidiaries Total		Consolidation Eliminations		Total Consolidated
Revenue:
Hotel operations:
Rooms	—	130,674		130,674		—		130,674
Food and beverage	—	48,035		48,035		—		48,035
Other hotel operations	—	12,036		12,036		—		12,036
Office rental, parking and other revenue	—	150		1,218		—		1,908
Participating lease revenue	—	—		21,549		(59,921	)	—
Total revenue	—	190,895		213,512		(59,921	)	192,653
Hotel operating expenses:
Rooms	—	33,041		33,041		—		33,041
Food and beverage	—	36,323		36,323		—		36,323
Other hotel operating expenses	—	7,708		7,708		—		7,708
Office rental, parking and other expenses	—	—		644		—		945
Other operating expenses:
General and administrative, hotel	—	32,302		32,305		—		32,328
General and administrative, corporate	—	32		32		—		4,000
Property operating costs	—	30,947		30,947		—		30,947
Depreciation and amortization	—	—		7,847		—		25,519
Property taxes, insurance and other	—	61,481		64,671		(59,921	)	11,092
Loss on asset impairments	—	—		5,541		—		40,343
Contract termination costs	—	1,081		1,081		—		1,081
Operating expenses	—	202,915		220,140		(59,921	)	223,327
Equity in income/loss of and interest earned from unconsolidated affiliates	—	1,437		1,437		—		2,682
Hurricane business interruption insurance gain	—	—		—		—		—
Operating (loss) income	—	(10,583	)	(5,191	)	—		(27,992	)
Minority interest income	—	—		—		—		34
Interest expense, net	—	(3,845	)	(5,731	)	—		(30,152	)
Loss on early extinguishments of debt	—	—		—		—		(54,165	)
Equity in income from consolidated entities	—	—		—		88,087		—
(Loss) income before income taxes and discontinued operations	—	(14,428	)	(10,922	)	88,087		(112,275	)
Income tax expense	—	—		—		—		(16	)
(Loss) income from continuing operations	—	(14,428	)	(10,922	)	88,087		(112,291	)
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	(2,944	)	(2,902	)	—		(5,832	)
Income tax (expense) benefit	—	—		—		—		—
(Loss) income from discontinued operations	—	(2,944	)	(2,902	)	—		(5,832	)
Net (loss) income	—	(17,372	)	(13,824	)	88,087		(118,123	)

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Three months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Hospitality OP, L.P.		Non-Guarantor Subsidiaries		MeriStar Sub 7C, LLC	MeriStar Sub 8G, LLC	AGH Upreit, LLC	MeriStar Sub 6H, L.P.	MeriStar Sub 8F, L.P.	MeriStar Sub 8B, LLC		MeriStar Sub 1C, LLC		MeriStar Sub 8E, LLC	MeriStar Sub 7F, LLC
Revenue:
Hotel operations:
Rooms	—		—		—	—	—	—	—	—		—		—	—
Food and beverage	—		—		—	—	—	—	—	—		—		—	—
Other hotel operations	—		—		—	—	—	—	—	—		—		—	—
Office rental, parking and other revenue	(90	)	669		—	—	—	—	—	—		—		7	—
Participating lease revenue	6,560		34,404		—	—	—	321	601	1,864		162		372	208
Total revenue	6,470		35,073		—	—	—	321	601	1,864		162		379	208
Hotel operating expenses:
Rooms	—		—		—	—	—	—	—	—		—		—	—
Food and beverage	—		—		—	—	—	—	—	—		—		—	—
Other hotel operating expenses	—		—		—	—	—	—	—	—		—		—	—
Office rental, parking and other expenses	—		282		—	—	—	—	—	—		—		—	—
Other operating expenses:
General and administrative, hotel	—		9		—	—	—	—	—	(2,612	)	—		—	—
General and administrative, corporate	2,462		—		—	—	—	—	—	—		—		—	—
Property operating costs	—		—		—	—	—	—	—	—		—		—	—
Depreciation and amortization	3,289		12,454		—	—	—	157	164	618		345		149	73
Property taxes, insurance and other	4,907		4,660		—	—	—	25	167	280		149		53	32
Contract termination costs	—		—		—	—	—	—	—	—		—		—	—
Loss on asset impairments	—		—		—	—	—	—	—	—		—		—	—
Operating expenses	10,658		17,405		—	—	—	182	331	(1,714	)	494		202	105
Equity in income/loss of and interest earned from unconsolidated affiliates	1,600		—		—	—	—	—	—	—		—		—	—
Hurricane business interruption insurance gain	—		—		—	—	—	—	—	—		—		—	—
Operating income (loss)	(2,588	)	17,668		—	—	—	139	270	3,578		(332	)	177	103
Minority interest income	40		—		—	—	—	—	—	—		—		—	—
Interest expense, net	(18,354	)	(9,324	)	—	—	—	—	—	—		—		—	—
Loss on early extinguishments of debt	—		—		—	—	—	—	—	—		—		—	—
Equity in income from consolidated entities	(6,806	)	(62	)	—	—	—	—	—	—		—		—	—
(Loss) income before income taxes and discontinued operations	(27,708	)	8,282		—	—	—	139	270	3,578		(332	)	177	103
Income tax benefit	218		—		—	—	—	—	—	—		—		—	—
(Loss) income from continuing operations	(27,490	)	8,282		—	—	—	139	270	3,578		(332	)	177	103
Discontinued operations:
(Loss) income from discontinued operations before income tax	(74	)	791		—	—	—	—	—	—		—		—	—
Income tax (expense) benefit	26		—		—	—	—	—	—	—		—		—	—
(Loss) income from discontinued operations	(48	)	791		—	—	—	—	—	—		—		—	—
Net (loss) income	(27,538	)	9,073		—	—	—	139	270	3,578		(332	)	177	103

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Three months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 5L, LLC	MeriStar Sub 3C, LLC	MeriStar Sub 5R, LLC	MeriStar Sub 8A, LLC	MeriStar Sub 6D, LLC	MeriStar Sub 6E, LLC	MeriStar Sub 4E, L.P.	MeriStar Sub 1B, LLC	MeriStar Sub 5F, L.P.	MeriStar Sub 6G, LLC	MeriStar Sub 8C, LLC	MeriStar Sub 4C, L.P.
Revenue:
Hotel operations:
Rooms	—	—	—	—	—	—	—	—	—	—	—	—
Food and beverage	—	—	—	—	—	—	—	—	—	—	—	—
Other hotel operations	—	—	—	—	—	—	—	—	—	—	—	—
Office rental, parking and other revenue	—	1	—	—	42	—	—	—	—	—	—	—
Participating lease revenue	104	414	—	—	447	1,563	—	566	361	769	—	—
Total revenue	104	415	—	—	489	1,563	—	566	361	769	—	—
Hotel operating expenses:
Rooms	—	—	—	—	—	—	—	—	—	—	—	—
Food and beverage	—	—	—	—	—	—	—	—	—	—	—	—
Other hotel operating expenses	—	—	—	—	—	—	—	—	—	—	—	—
Office rental, parking and other expenses	—	—	—	—	—	—	—	—	—	—	—	—
Other operating expenses:
General and administrative, hotel	—	—	—	—	—	—	—	—	—	—	—	—
General and administrative, corporate	—	—	—	—	—	—	—	—	—	—	—	—
Property operating costs	—	—	—	—	—	—	—	—	—	—	—	—
Depreciation and amortization	38	177	—	—	106	382	—	119	196	182	—	—
Property taxes, insurance and other	38	102	—	—	76	141	—	42	89	98	—	—
Contract termination costs	—	—	—	—	—	—	—	—	—	—	—	—
Loss on asset impairments	—	—	—	—	—	—	—	—	—	—	—	—
Operating expenses	76	279	—	—	182	523	—	161	285	280	—	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—	—	—	—	—	—	—	—	—	—	—
Hurricane business interruption insurance gain	—	—	—	—	—	—	—	—	—	—	—	—
Operating income (loss)	28	136	—	—	307	1,040	—	405	76	489	—	—
Minority interest income	—	—	—	—	—	—	—	—	—	—	—	—
Interest expense, net	—	—	—	—	—	—	—	—	—	—	—	—
Loss on early extinguishments of debt	—	—	—	—	—	—	—	—	—	—	—	—
Equity in income from consolidated entities	—	—	—	—	—	—	—	—	—	—	—	—
(Loss) income before income taxes and discontinued operations	28	136	—	—	307	1,040	—	405	76	489	—	—
Income tax benefit	—	—	—	—	—	—	—	—	—	—	—	—
(Loss) income from continuing operations	28	136	—	—	307	1,040	—	405	76	489	—	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—	—	—	—	—	260	—	—	—	—	—
Income tax (expense) benefit	—	—	—	—	—	—	—	—	—	—	—	—
(Loss) income from discontinued operations	—	—	—	—	—	—	260	—	—	—	—	—
Net (loss) income	28	136	—	—	307	1,040	260	405	76	489	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Three months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 4H, L.P.	MeriStar Sub 7E, LLC	MeriStar Sub 3D, LLC	MeriStar Sub 1A, LLC		MeriStar Sub 7A Joint Venture		MeriStar Sub 2B, LLC	MeriStar Sub 3A, LLC	MeriStar Sub 4A, LLC	MeriStar Sub 4D, LLC	MeriStar Sub 2A, LLC	MeriStar Sub 6L, LLC	MDV Limited Partnership
Revenue:
Hotel operations:
Rooms	—	—	—	—		—		—	—	—	—	—	—	—
Food and beverage	—	—	—	—		—		—	—	—	—	—	—	—
Other hotel operations	—	—	—	—		—		—	—	—	—	—	—	—
Office rental, parking and other revenue	—	—	—	—		—		—	—	—	—	—	—	—
Participating lease revenue	—	345	425	—		—		—	—	—	—	—	—	126
Total revenue	—	345	425	—		—		—	—	—	—	—	—	126
Hotel operating expenses:
Rooms	—	—	—	—		—		—	—	—	—	—	—	—
Food and beverage	—	—	—	—		—		—	—	—	—	—	—	—
Other hotel operating expenses	—	—	—	—		—		—	—	—	—	—	—	—
Office rental, parking and other expenses	—	—	—	—		—		—	—	—	—	—	—	—
Other operating expenses:
General and administrative, hotel	—	—	—	—		—		—	—	—	—	—	—	—
General and administrative, corporate	—	—	—	—		—		—	—	—	—	—	—	—
Property operating costs	—	—	—	—		—		—	—	—	—	—	—	—
Depreciation and amortization	—	165	160	—		—		—	—	—	—	—	—	35
Property taxes, insurance and other	—	51	61	—		—		—	—	—	—	—	—	35
Contract termination costs	—	—	—	—		—		—	—	—	—	—	—	—
Loss on asset impairments	—	—	—	—		—		—	—	—	—	—	—	—
Operating expenses	—	216	221	—		—		—	—	—	—	—	—	70
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—	—	—		—		—	—	—	—	—	—	—
Hurricane business interruption insurance gain	—	—	—	—		—		—	—	—	—	—	—	—
Operating income (loss)	—	129	204	—		—		—	—	—	—	—	—	56
Minority interest income	—	—	—	—		—		—	—	—	—	—	—	—
Interest expense, net	—	—	—	—		—		—	—	—	—	—	—	—
Loss on early extinguishments of debt	—	—	—	—		—		—	—	—	—	—	—	—
Equity in income from consolidated entities	—	—	—	—		—		—	—	—	—	—	—	—
(Loss) income before income taxes and discontinued operations	—	129	204	—		—		—	—	—	—	—	—	56
Income tax benefit	—	—	—	—		—		—	—	—	—	—	—	—
(Loss) income from continuing operations	—	129	204	—		—		—	—	—	—	—	—	56
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—	—	(591	)	(19	)	—	—	—	—	—	—	—
Income tax (expense) benefit	—	—	—	—		—		—	—	—	—	—	—	—
(Loss) income from discontinued operations	—	—	—	(591	)	(19	)	—	—	—	—	—	—	—
Net (loss) income	—	129	204	(591	)	(19	)	—	—	—	—	—	—	56

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Three months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 5C, LLC	MeriStar Sub 6J, LLC	MeriStar Sub 1D, L.P.	MeriStar Sub 7B, L.P.	MeriStar Sub 7D, LLC		MeriStar Sub 7G, LLC	MeriStar Sub 6B, LLC	MeriStar Sub 4I, L.P.	MeriStar Sub 5D, LLC		MeriStar Sub 5H, LLC	MeriStar Sub 7H, LLC	AGH PSS I, Inc.
Revenue:
Hotel operations:
Rooms	—	—	—	—	—		—	—	—	—		—	—	—
Food and beverage	—	—	—	—	—		—	—	—	—		—	—	—
Other hotel operations	—	—	—	—	—		—	—	—	—		—	—	—
Office rental, parking and other revenue	—	—	78	—	637		—	—	—	—		—	—	—
Participating lease revenue	—	714	1,359	—	1,448		—	309	—	596		—	—	—
Total revenue	—	714	1,437	—	2,085		—	309	—	596		—	—	—
Hotel operating expenses:
Rooms	—	—	—	—	—		—	—	—	—		—	—	—
Food and beverage	—	—	—	—	—		—	—	—	—		—	—	—
Other hotel operating expenses	—	—	—	—	—		—	—	—	—		—	—	—
Office rental, parking and other expenses	—	—	28	—	251		—	—	—	—		—	—	—
Other operating expenses:
General and administrative, hotel	—	—	—	—	—		—	—	—	—		—	—	—
General and administrative, corporate	—	—	—	—	—		—	—	—	—		—	—	—
Property operating costs	—	—	—	—	—		—	—	—	—		—	—	—
Depreciation and amortization	—	137	568	—	353		—	111	—	351		—	—	—
Property taxes, insurance and other	—	74	345	—	(354	)	—	56	—	49		—	—	—
Contract termination costs	—	—	—	—	—		—	—	—	—		—	—	—
Loss on asset impairments	—	—	—	—	—		—	—	—	—		—	—	—
Operating expenses	—	211	941	—	250		—	167	—	400		—	—	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—	—	—	—		—	—	—	—		—	—	—
Hurricane business interruption insurance gain	—	—	—	—	—		—	—	—	—		—	—	—
Operating income (loss)	—	503	496	—	1,835		—	142	—	196		—	—	—
Minority interest income	—	—	—	—	—		—	—	—	—		—	—	—
Interest expense, net	—	—	—	—	—		—	—	—	(356	)	—	—	—
Loss on early extinguishments of debt	—	—	—	—	—		—	—	—	—		—	—	—
Equity in income from consolidated entities	—	—	—	—	—		—	—	—	—		—	—	—
(Loss) income before income taxes and discontinued operations	—	503	496	—	1,835		—	142	—	(160	)	—	—	—
Income tax benefit	—	—	—	—	—		—	—	—	—		—	—	—
(Loss) income from continuing operations	—	503	496	—	1,835		—	142	—	(160	)	—	—	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—	—	—	—		—	—	—	—		—	—	—
Income tax (expense) benefit	—	—	—	—	—		—	—	—	—		—	—	—
(Loss) income from discontinued operations	—	—	—	—	—		—	—	—	—		—	—	—
Net (loss) income	—	503	496	—	1,835		—	142	—	(160	)	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Three months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 2D, LLC	MeriStar Sub 4F, L.P.	MeriStar Sub 5K, LLC	MeriStar Sub 5M, LLC		MeriStar Sub 1E, L.P.	MeriStar Sub 5O, LLC		MeriStar Sub 4B, L.P.	MeriStar Sub 2C, LLC		MeriStar Sub 4G, L.P.		MeriStar Sub 3B, LLC	MeriStar Sub 5G, L.P.	MeriStar Sub 5N, LLC
Revenue:
Hotel operations:
Rooms	—	—	—	—		—	—		—	—		—		—	—	—
Food and beverage	—	—	—	—		—	—		—	—		—		—	—	—
Other hotel operations	—	—	—	—		—	—		—	—		—		—	—	—
Office rental, parking and other revenue	—	4	—	—		—	—		—	—		—		—	7	—
Participating lease revenue	—	492	—	158		—	71		—	—		—		—	2,379	72
Total revenue	—	496	—	158		—	71		—	—		—		—	2,386	72
Hotel operating expenses:
Rooms	—	—	—	—		—	—		—	—		—		—	—	—
Food and beverage	—	—	—	—		—	—		—	—		—		—	—	—
Other hotel operating expenses	—	—	—	—		—	—		—	—		—		—	—	—
Office rental, parking and other expenses	—	—	—	—		—	—		—	—		—		—	—	—
Other operating expenses:
General and administrative, hotel	—	—	—	—		—	—		—	—		—		—	—	—
General and administrative, corporate	—	—	—	—		—	—		—	—		—		—	—	—
Property operating costs	—	—	—	—		—	—		—	—		—		—	—	—
Depreciation and amortization	—	276	—	118		—	58		—	—		—		—	1,594	35
Property taxes, insurance and other	—	93	—	66		—	24		—	—		—		—	391	26
Contract termination costs	—	—	—	—		—	—		—	—		—		—	—	—
Loss on asset impairments	—	—	—	—		—	—		—	—		—		—	—	—
Operating expenses	—	369	—	184		—	82		—	—		—		—	1,985	61
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—	—	—		—	—		—	—		—		—	—	—
Hurricane business interruption insurance gain	—	—	—	—		—	—		—	—		—		—	—	—
Operating income (loss)	—	127	—	(26	)	—	(11	)	—	—		—		—	401	11
Minority interest income	—	—	—	—		—	—		—	—		—		—	—	—
Interest expense, net	—	—	—	—		—	—		—	—		—		—	—	—
Loss on early extinguishments of debt	—	—	—	—		—	—		—	—		—		—	—	—
Equity in income from consolidated entities	—	—	—	—		—	—		—	—		—		—	—	—
(Loss) income before income taxes and discontinued operations	—	127	—	(26	)	—	(11	)	—	—		—		—	401	11
Income tax benefit	—	—	—	—		—	—		—	—		—		—	—	—
(Loss) income from continuing operations	—	127	—	(26	)	—	(11	)	—	—		—		—	401	11
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—	22	—		—	—		—	(1,598	)	(509	)	—	—	—
Income tax (expense) benefit	—	—	—	—		—	—		—	—		—		—	—	—
(Loss) income from discontinued operations	—	—	22	—		—	—		—	(1,598	)	(509	)	—	—	—
Net (loss) income	—	127	22	(26	)	—	(11	)	—	(1,598	)	(509	)	—	401	11

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Three months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 5P, LLC	MeriStar Sub 5J, LLC		MeriStar Sub 5Q, LLC	MeriStar Sub 5A, LLC		MeriStar Sub 8D, LLC	MeriStar Sub 4J, LLC	MeriStar Sub 6K, LLC	MeriStar Sub 5E, LLC	MeriStar Sub 6I, LLC	MeriStar Sub 5I, LLC	CapStar Cherry Hill Company, LLC	Meristar Acquisition Company, LLC
Revenue:
Hotel operations:
Rooms	—	—		—	—		—	—	—	—	—	—	—	—
Food and beverage	—	—		—	—		—	—	—	—	—	—	—	—
Other hotel operations	—	—		—	—		—	—	—	—	—	—	—	—
Office rental, parking and other revenue	—	—		—	18		—	53	—	—	—	—	—	—
Participating lease revenue	99	1,094		227	1,430		—	791	—	—	—	—	—	—
Total revenue	99	1,094		227	1,448		—	844	—	—	—	—	—	—
Hotel operating expenses:
Rooms	—	—		—	—		—	—	—	—	—	—	—	—
Food and beverage	—	—		—	—		—	—	—	—	—	—	—	—
Other hotel operating expenses	—	—		—	—		—	—	—	—	—	—	—	—
Office rental, parking and other expenses	—	—		—	—		—	121	—	—	—	—	—	—
Other operating expenses:
General and administrative, hotel	—	28		—	2		—	—	—	—	—	—	—	—
General and administrative, corporate	—	—		—	—		—	—	—	—	—	—	—	—
Property operating costs	—	—		—	—		—	—	—	—	—	—	—	—
Depreciation and amortization	1	1,422		147	266		—	316	—	—	—	—	—	—
Property taxes, insurance and other	2	335		50	194		—	81	—	—	—	—	—	—
Contract termination costs	—	—		—	—		—	—	—	—	—	—	—	—
Loss on asset impairments	—	—		—	—		—	—	—	—	—	—	—	—
Operating expenses	3	1,785		197	462		—	518	—	—	—	—	—	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—		—	—		—	—	—	—	—	—	—	—
Hurricane business interruption insurance gain	—	—		—	—		—	—	—	—	—	—	—	—
Operating income (loss)	96	(691	)	30	986		—	326	—	—	—	—	—	—
Minority interest income	—	—		—	—		—	—	—	—	—	—	—	—
Interest expense, net	—	—		—	(708	)	—	—	—	—	—	—	—	—
Loss on early extinguishments of debt	—	—		—	—		—	—	—	—	—	—	—	—
Equity in income from consolidated entities	—	—		—	—		—	—	—	—	—	—	—	—
(Loss) income before income taxes and discontinued operations	96	(691	)	30	278		—	326	—	—	—	—	—	—
Income tax benefit	—	—		—	—		—	—	—	—	—	—	—	—
(Loss) income from continuing operations	96	(691	)	30	278		—	326	—	—	—	—	—	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—		—	—		1,000	—	—	—	—	—	—	—
Income tax (expense) benefit	—	—		—	—		—	—	—	—	—	—	—	—
(Loss) income from discontinued operations	—	—		—	—		1,000	—	—	—	—	—	—	—
Net (loss) income	96	(691	)	30	278		1,000	326	—	—	—	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Three months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 6A, LLC	MeriStar Sub 6F, LLC	MeriStar Hotel Lessee, Inc.		Guarantor Subsidiaries Total		Consolidation Eliminations		Total Consolidated
Revenue:
Hotel operations:
Rooms	—	—	121,053		121,053		—		121,053
Food and beverage	—	—	44,483		44,483		—		44,483
Other hotel operations	—	—	12,518		12,518		—		12,518
Office rental, parking and other revenue	—	—	—		847		—		1,426
Participating lease revenue	—	—	—		19,887		(60,851	)	—
Total revenue	—	—	178,054		198,788		(60,851	)	179,480
Hotel operating expenses:
Rooms	—	—	32,000		32,000		—		32,000
Food and beverage	—	—	34,762		34,762		—		34,762
Other hotel operating expenses	—	—	8,182		8,182		—		8,182
Office rental, parking and other expenses	—	—	—		400		—		682
Other operating expenses:
General and administrative, hotel	—	—	31,343		28,761		—		28,770
General and administrative, corporate	—	—	58		58		—		2,520
Property operating costs	—	—	28,292		28,292		—		28,292
Depreciation and amortization	—	—	14		8,833		—		24,576
Property taxes, insurance and other	—	—	60,980		63,851		(60,851	)	12,567
Contract termination costs	—	—	—		—		—		—
Loss on asset impairments	—	—	—		—		—		—
Operating expenses	—	—	195,631		205,139		(60,851	)	172,351
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—	—		—		—		1,600
Hurricane business interruption insurance gain	—	—	—		—		—		—
Operating income (loss)	—	—	(17,577	)	(6,351	)	—		8,729
Minority interest income	—	—	—		—		—		40
Interest expense, net	—	—	(2,252	)	(3,316	)	—		(30,994	)
Loss on early extinguishments of debt	—	—	—		—		—		—
Equity in income from consolidated entities	—	—	—		—		6,868		—
(Loss) income before income taxes and discontinued operations	—	—	(19,829	)	(9,667	)	6,868		(22,225	)
Income tax benefit	—	—	—		—		—		218
(Loss) income from continuing operations	—	—	(19,829	)	(9,667	)	6,868		(22,007	)
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—	(4,839	)	(6,274	)	—		(5,557	)
Income tax (expense) benefit	—	—	—		—		—		26
(Loss) income from discontinued operations	—	—	(4,839	)	(6,274	)	—		(5,531	)
Net (loss) income	—	—	(24,668	)	(15,941	)	6,868		(27,538	)

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Nine months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Hospitality OP, L.P.		Non- Guarantor Subsidiaries		MeriStar Sub 7C, LLC	MeriStar Sub 8G, LLC	AGH Upreit, LLC	MeriStar Sub 6H, L.P.	MeriStar Sub 8F, L.P.	MeriStar Sub 8B, LLC	MeriStar Sub 1C, LLC		MeriStar Sub 8E, LLC		MeriStar Sub 7F, LLC		MeriStar Sub 5L, LLC
Revenue:
Hotel operations:
Rooms	—		—		—	—	—	—	—	—	—		—		—		—
Food and beverage	—		—		—	—	—	—	—	—	—		—		—		—
Other hotel operations	—		—		—	—	—	—	—	—	—		—		—		—
Office rental, parking and other revenue	105		1,924		—	—	—	—	—	—	—		25		—		—
Participating lease revenue	12,667		106,547		—	—	—	986	2,049	5,803	922		1,156		969		654
Total revenue	12,772		108,471		—	—	—	986	2,049	5,803	922		1,181		969		654
Hotel operating expenses:
Rooms	—		—		—	—	—	—	—	—	—		—		—		—
Food and beverage	—		—		—	—	—	—	—	—	—		—		—		—
Other hotel operating expenses	—		—		—	—	—	—	—	—	—		—		—		—
Office rental, parking and other expenses	—		856		—	—	—	—	—	—	—		—		—		—
Other operating expenses:
General and administrative, hotel	2		99		—	—	—	—	—	—	23		—		—		—
General and administrative, corporate	10,256		—		—	—	—	—	—	—	—		—		—		—
Property operating costs	—		—		—	—	—	—	—	—	—		—		—		—
Depreciation and amortization	10,211		38,807		—	—	—	447	481	1,768	914		411		337		121
Property taxes, insurance and other	7,540		14,317		—	—	—	72	749	468	546		122		90		115
Loss on asset impairments	621		34,181		—	—	—	—	—	—	1,580		—		—		—
Contract termination costs	—		—		—	—	—	—	—	—	—		—		—		—
Operating expenses	28,630		88,260		—	—	—	519	1,230	2,236	3,063		533		427		236
Equity in income/loss of and interest earned from unconsolidated affiliates	2,996		—		—	—	—	—	—	—	—		—		—		—
Hurricane business interruption insurance gain	—		—		—	—	—	—	—	—	—		—		—		—
Operating (loss) income	(12,862	)	20,211		—	—	—	467	819	3,567	(2,141	)	648		542		418
Minority interest income	36		—		—	—	—	—	—	—	—		—		—		—
Interest expense, net	(47,573	)	(28,201	)	—	—	—	—	—	—	—		(11	)	(12	)	—
Loss on early extinguishments of debt	(11,669	)	(43,503	)	—	—	—	—	—	—	—		—		—		—
Equity in income from consolidated entities	(57,355	)	—		—	—	—	—	—	—	—		—		—		—
(Loss) income before income taxes and discontinued operations	(129,423	)	(51,493	)	—	—	—	467	819	3,567	(2,141	)	637		530		418
Income tax expense	(303	)	—		—	—	—	—	—	—	—		—		—		—
(Loss) income from continuing operations	(129,726	)	(51,493	)	—	—	—	467	819	3,567	(2,141	)	637		530		418
Discontinued operations:
(Loss) income from discontinued operations before income tax	(732	)	(2,967	)	—	—	—	—	—	—	—		—		—		—
Income tax (expense) benefit	—		—		—	—	—	—	—	—	—		—		—		—
(Loss) income from discontinued operations	(732	)	(2,967	)	—	—	—	—	—	—	—		—		—		—
Net (loss) income	(130,458	)	(54,460	)	—	—	—	467	819	3,567	(2,141	)	637		530		418

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Nine months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 3C, LLC		MeriStar Sub 5R, LLC	MeriStar Sub 8A, LLC	MeriStar Sub 6D, LLC	MeriStar Sub 6E, LLC		MeriStar Sub 4E, L.P.	MeriStar Sub 1B, LLC		MeriStar Sub 5F, L.P.	MeriStar Sub 6G, LLC	MeriStar Sub 8C, LLC	MeriStar Sub 4C, L.P.	MeriStar Sub 4H, L.P.
Revenue:
Hotel operations:
Rooms	—		—	—	—	—		—	—		—	—	—	—	—
Food and beverage	—		—	—	—	—		—	—		—	—	—	—	—
Other hotel operations	—		—	—	—	—		—	—		—	—	—	—	—
Office rental, parking and other revenue	2		—	—	45	—		—	—		—	—	—	—	—
Participating lease revenue	1,693		—	—	2,108	5,294		—	1,850		1,971	3,192	—	—	—
Total revenue	1,695		—	—	2,153	5,294		—	1,850		1,971	3,192	—	—	—
Hotel operating expenses:
Rooms	—		—	—	—	—		—	—		—	—	—	—	—
Food and beverage	—		—	—	—	—		—	—		—	—	—	—	—
Other hotel operating expenses	—		—	—	—	—		—	—		—	—	—	—	—
Office rental, parking and other expenses	—		—	—	—	—		—	—		—	—	—	—	—
Other operating expenses:
General and administrative, hotel	—		—	—	—	4		—	(3	)	—	2	—	—	—
General and administrative, corporate	—		—	—	—	—		—	—		—	—	—	—	—
Property operating costs	—		—	—	—	—		—	—		—	—	—	—	—
Depreciation and amortization	464		—	—	321	1,118		—	448		462	510	—	—	—
Property taxes, insurance and other	288		—	—	236	420		—	144		324	302	—	—	—
Loss on asset impairments	—		—	—	—	—		—	—		—	—	—	—	—
Contract termination costs	—		—	—	—	—		—	—		—	—	—	—	—
Operating expenses	752		—	—	557	1,542		—	589		786	814	—	—	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—		—	—	—	—		—	—		—	—	—	—	—
Hurricane business interruption insurance gain	—		—	—	—	—		—	—		—	—	—	—	—
Operating (loss) income	943		—	—	1,596	3,752		—	1,261		1,185	2,378	—	—	—
Minority interest income	—		—	—	—	—		—	—		—	—	—	—	—
Interest expense, net	(21	)	—	—	—	(1,470	)	—	(43	)	—	—	—	—	—
Loss on early extinguishments of debt	—		—	—	—	—		—	—		—	—	—	—	—
Equity in income from consolidated entities	—		—	—	—	—		—	—		—	—	—	—	—
(Loss) income before income taxes and discontinued operations	922		—	—	1,596	2,282		—	1,218		1,185	2,378	—	—	—
Income tax expense	—		—	—	—	—		—	—		—	—	—	—	—
(Loss) income from continuing operations	922		—	—	1,596	2,282		—	1,218		1,185	2,378	—	—	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—		—	—	—	—		—	—		—	—	—	—	—
Income tax (expense) benefit	—		—	—	—	—		—	—		—	—	—	—	—
(Loss) income from discontinued operations	—		—	—	—	—		—	—		—	—	—	—	—
Net (loss) income	922		—	—	1,596	2,282		—	1,218		1,185	2,378	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Nine months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 7E, LLC	MeriStar Sub 3D, LLC		MeriStar Sub 1A, LLC	MeriStar Sub 7A Joint Venture	MeriStar Sub 2B, LLC	MeriStar Sub 3A, LLC	MeriStar Sub 4A, LLC	MeriStar Sub 4D, LLC	MeriStar Sub 2A, LLC	MeriStar Sub 6L, LLC	MDV Limited Partnership	MeriStar Sub 5C, LLC
Revenue:
Hotel operations:
Rooms	—	—		—	—	—	—	—	—	—	—	—	—
Food and beverage	—	—		—	—	—	—	—	—	—	—	—	—
Other hotel operations	—	—		—	—	—	—	—	—	—	—	—	—
Office rental, parking and other revenue	—	—		—	—	—	—	—	—	—	—	—	—
Participating lease revenue	1,073	1,361		—	—	—	—	—	—	—	—	353	—
Total revenue	1,073	1,361		—	—	—	—	—	—	—	—	353	—
Hotel operating expenses:
Rooms	—	—		—	—	—	—	—	—	—	—	—	—
Food and beverage	—	—		—	—	—	—	—	—	—	—	—	—
Other hotel operating expenses	—	—		—	—	—	—	—	—	—	—	—	—
Office rental, parking and other expenses	—	—		—	—	—	—	—	—	—	—	—	—
Other operating expenses:
General and administrative, hotel	—	5		—	—	—	—	—	—	—	—	—	—
General and administrative, corporate	—	—		—	—	—	—	—	—	—	—	—	—
Property operating costs	—	—		—	—	—	—	—	—	—	—	—	—
Depreciation and amortization	446	481		—	—	—	—	—	—	—	—	141	—
Property taxes, insurance and other	151	137		—	—	—	—	—	—	—	—	95	—
Loss on asset impairments	—	3,961		—	—	—	—	—	—	—	—	—	—
Contract termination costs	—	—		—	—	—	—	—	—	—	—	—	—
Operating expenses	597	4,584		—	—	—	—	—	—	—	—	236	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—		—	—	—	—	—	—	—	—	—	—
Hurricane business interruption insurance gain	—	—		—	—	—	—	—	—	—	—	—	—
Operating (loss) income	476	(3,223	)	—	—	—	—	—	—	—	—	117	—
Minority interest income	—	—		—	—	—	—	—	—	—	—	—	—
Interest expense, net	—	—		—	—	—	—	—	—	—	—	—	—
Loss on early extinguishments of debt	—	—		—	—	—	—	—	—	—	—	—	—
Equity in income from consolidated entities	—	—		—	—	—	—	—	—	—	—	—	—
(Loss) income before income taxes and discontinued operations	476	(3,223	)	—	—	—	—	—	—	—	—	117	—
Income tax expense	—	—		—	—	—	—	—	—	—	—	—	—
(Loss) income from continuing operations	476	(3,223	)	—	—	—	—	—	—	—	—	117	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—		168	—	—	—	—	—	—	—	—	—
Income tax (expense) benefit	—	—		—	—	—	—	—	—	—	—	—	—
(Loss) income from discontinued operations	—	—		168	—	—	—	—	—	—	—	—	—
Net (loss) income	476	(3,223	)	168	—	—	—	—	—	—	—	117	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Nine months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 6J, LLC	MeriStar Sub 1D, L.P.		MeriStar Sub 7B, L.P.	MeriStar Sub 7D, LLC		MeriStar Sub 7G, LLC	MeriStar Sub 6B, LLC	MeriStar Sub 4I, L.P.	MeriStar Sub 5D, LLC		MeriStar Sub 5H, LLC	MeriStar Sub 7H, LLC	AGH PSS I, Inc.
Revenue:
Hotel operations:
Rooms	—	—		—	—		—	—	—	—		—	—	—
Food and beverage	—	—		—	—		—	—	—	—		—	—	—
Other hotel operations	—	—		—	—		—	—	—	—		—	—	—
Office rental, parking and other revenue	—	342		—	1,859		—	—	—	—		—	—	—
Participating lease revenue	2,498	4,620		—	4,549		—	997	—	1,565		—	—	—
Total revenue	2,498	4,962		—	6,408		—	997	—	1,565		—	—	—
Hotel operating expenses:
Rooms	—	—		—	—		—	—	—	—		—	—	—
Food and beverage	—	—		—	—		—	—	—	—		—	—	—
Other hotel operating expenses	—	—		—	—		—	—	—	—		—	—	—
Office rental, parking and other expenses	—	126		—	1,014		—	—	—	—		—	—	—
Other operating expenses:
General and administrative, hotel	—	—		—	—		—	—	—	3		—	—	—
General and administrative, corporate	—	—		—	—		—	—	—	—		—	—	—
Property operating costs	—	—		—	—		—	—	—	—		—	—	—
Depreciation and amortization	369	1,550		—	1,076		—	296	—	985		—	—	—
Property taxes, insurance and other	228	1,118		—	1,524		—	190	—	137		—	—	—
Loss on asset impairments	—	—		—	—		—	—	—	—		—	—	—
Contract termination costs	—	—		—	—		—	—	—	—		—	—	—
Operating expenses	597	2,794		—	3,614		—	486	—	1,125		—	—	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—		—	—		—	—	—	—		—	—	—
Hurricane business interruption insurance gain	—	—		—	—		—	—	—	—		—	—	—
Operating (loss) income	1,901	2,168		—	2,794		—	511	—	440		—	—	—
Minority interest income	—	—		—	—		—	—	—	—		—	—	—
Interest expense, net	—	(58	)	—	(46	)	—	—	—	(1,262	)	—	—	—
Loss on early extinguishments of debt	—	—		—	—		—	—	—	—		—	—	—
Equity in income from consolidated entities	—	—		—	—		—	—	—	—		—	—	—
(Loss) income before income taxes and discontinued operations	1,901	2,110		—	2,748		—	511	—	(822	)	—	—	—
Income tax expense	—	—		—	—		—	—	—	—		—	—	—
(Loss) income from continuing operations	1,901	2,110		—	2,748		—	511	—	(822	)	—	—	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—		—	—		—	—	—	—		—	—	—
Income tax (expense) benefit	—	—		—	—		—	—	—	—		—	—	—
(Loss) income from discontinued operations	—	—		—	—		—	—	—	—		—	—	—
Net (loss) income	1,901	2,110		—	2,748		—	511	—	(822	)	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Nine months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 2D, LLC	MeriStar Sub 4F, L.P.		MeriStar Sub 5K, LLC	MeriStar Sub 5M, LLC	MeriStar Sub 1E, L.P.	MeriStar Sub 5O, LLC	MeriStar Sub 4B, L.P.	MeriStar Sub 2C, LLC	MeriStar Sub 4G, L.P.	MeriStar Sub 3B, LLC	MeriStar Sub 5G, L.P.	MeriStar Sub 5N, LLC
Revenue:
Hotel operations:
Rooms	—	—		—	—	—	—	—	—	—	—	—	—
Food and beverage	—	—		—	—	—	—	—	—	—	—	—	—
Other hotel operations	—	—		—	—	—	—	—	—	—	—	—	—
Office rental, parking and other revenue	—	15		—	—	—	—	—	—	—	—	23	—
Participating lease revenue	—	1,532		—	1,158	—	261	—	—	—	—	9,070	343
Total revenue	—	1,547		—	1,158	—	261	—	—	—	—	9,093	343
Hotel operating expenses:
Rooms	—	—		—	—	—	—	—	—	—	—	—	—
Food and beverage	—	—		—	—	—	—	—	—	—	—	—	—
Other hotel operating expenses	—	—		—	—	—	—	—	—	—	—	—	—
Office rental, parking and other expenses	—	—		—	—	—	—	—	—	—	—	—	—
Other operating expenses:
General and administrative, hotel	—	(1	)	—	—	—	—	—	—	—	—	8	—
General and administrative, corporate	—	—		—	—	—	—	—	—	—	—	—	—
Property operating costs	—	—		—	—	—	—	—	—	—	—	—	—
Depreciation and amortization	—	796		—	195	—	101	—	—	—	—	4,569	54
Property taxes, insurance and other	—	185		—	106	—	46	—	—	—	—	1,303	57
Loss on asset impairments	—	—		—	—	—	—	—	—	—	—	—	—
Contract termination costs	—	—		—	—	—	—	—	—	—	—	—	—
Operating expenses	—	980		—	301	—	147	—	—	—	—	5,880	111
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—		—	—	—	—	—	—	—	—	—	—
Hurricane business interruption insurance gain	—	—		—	—	—	—	—	—	—	—	—	—
Operating (loss) income	—	567		—	857	—	114	—	—	—	—	3,213	232
Minority interest income	—	—		—	—	—	—	—	—	—	—	—	—
Interest expense, net	—	—		—	—	—	—	—	—	—	—	—	—
Loss on early extinguishments of debt	—	—		—	—	—	—	—	—	—	—	—	—
Equity in income from consolidated entities	—	—		—	—	—	—	—	—	—	—	—	—
(Loss) income before income taxes and discontinued operations	—	567		—	857	—	114	—	—	—	—	3,213	232
Income tax expense	—	—		—	—	—	—	—	—	—	—	—	—
(Loss) income from continuing operations	—	567		—	857	—	114	—	—	—	—	3,213	232
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—		—	—	—	—	—	—	—	—	—	—
Income tax (expense) benefit	—	—		—	—	—	—	—	—	—	—	—	—
(Loss) income from discontinued operations	—	—		—	—	—	—	—	—	—	—	—	—
Net (loss) income	—	567		—	857	—	114	—	—	—	—	3,213	232

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Nine months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 5P, LLC	MeriStar Sub 5J, LLC		MeriStar Sub 5Q, LLC	MeriStar Sub 5A, LLC		MeriStar Sub 8D, LLC	MeriStar Sub 4J, LLC		MeriStar Sub 6K, LLC	MeriStar Sub 5E, LLC	MeriStar Sub 6I, LLC	MeriStar Sub 5I, LLC	CapStar Cherry Hill Company, LLC	Meristar Acquisition Company, LLC
Revenue:
Hotel operations:
Rooms	—	—		—	—		—	—		—	—	—	—	—	—
Food and beverage	—	—		—	—		—	—		—	—	—	—	—	—
Other hotel operations	—	—		—	—		—	—		—	—	—	—	—	—
Office rental, parking and other revenue	—	227		—	62		—	162		—	—	—	—	—	—
Participating lease revenue	467	—		1,301	5,318		—	2,119		—	—	—	—	—	—
Total revenue	467	227		1,301	5,380		—	2,281		—	—	—	—	—	—
Hotel operating expenses:
Rooms	—	—		—	—		—	—		—	—	—	—	—	—
Food and beverage	—	—		—	—		—	—		—	—	—	—	—	—
Other hotel operating expenses	—	—		—	—		—	—		—	—	—	—	—	—
Office rental, parking and other expenses	—	—		—	—		—	385		—	—	—	—	—	—
Other operating expenses:
General and administrative, hotel	—	1		—	1		—	—		—	—	—	—	—	—
General and administrative, corporate	—	—		—	—		—	—		—	—	—	—	—	—
Property operating costs	—	—		—	—		—	—		—	—	—	—	—	—
Depreciation and amortization	3	2,731		354	800		—	985		—	—	—	—	—	—
Property taxes, insurance and other	6	(162	)	—	585		—	262		—	—	—	—	—	—
Loss on asset impairments	—	—		—	—		—	—		—	—	—	—	—	—
Contract termination costs	—	—		—	—		—	—		—	—	—	—	—	—
Operating expenses	9	2,570		354	1,386		—	1,632		—	—	—	—	—	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—		—	—		—	—		—	—	—	—	—	—
Hurricane business interruption insurance gain	—	—		—	—		—	—		—	—	—	—	—	—
Operating (loss) income	458	(2,343	)	947	3,994		—	649		—	—	—	—	—	—
Minority interest income	—	—		—	—		—	—		—	—	—	—	—	—
Interest expense, net	—	—		—	(2,125	)	—	(33	)	—	—	—	—	—	—
Loss on early extinguishments of debt	—	—		—	—		—	—		—	—	—	—	—	—
Equity in income from consolidated entities	—	—		—	—		—	—		—	—	—	—	—	—
(Loss) income before income taxes and discontinued operations	458	(2,343	)	947	1,869		—	616		—	—	—	—	—	—
Income tax expense	—	—		—	—		—	—		—	—	—	—	—	—
(Loss) income from continuing operations	458	(2,343	)	947	1,869		—	616		—	—	—	—	—	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—		—	—		—	—		—	—	—	—	—	—
Income tax (expense) benefit	—	—		—	—		—	—		—	—	—	—	—	—
(Loss) income from discontinued operations	—	—		—	—		—	—		—	—	—	—	—	—
Net (loss) income	458	(2,343	)	947	1,869		—	616		—	—	—	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Operations

Nine months ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 6A, LLC	MeriStar Sub 6F, LLC	MeriStar Hotel Lessee, Inc.		Guarantor Subsidiaries Total		Consolidation Eliminations		Total Consolidated
Revenue:
Hotel operations:
Rooms	—	—	389,870		389,870		—		389,870
Food and beverage	—	—	158,322		158,322		—		158,322
Other hotel operations	—	—	34,787		34,787		—		34,787
Office rental, parking and other revenue	—	—	150		2,912		—		4,941
Participating lease revenue	—	—	—		67,232		(186,446	)	—
Total revenue	—	—	583,129		653,123		(186,446	)	587,920
Hotel operating expenses:
Rooms	—	—	95,766		95,766		—		95,766
Food and beverage	—	—	112,613		112,613		—		112,613
Other hotel operating expenses	—	—	22,124		22,124		—		22,124
Office rental, parking and other expenses	—	—	—		1,525		—		2,381
Other operating expenses:
General and administrative, hotel	—	—	93,499		93,542		—		93,643
General and administrative, corporate	—	—	105		105		—		10,361
Property operating costs	—	—	89,622		89,622		—		89,622
Depreciation and amortization	—	—	—		23,734		—		72,752
Property taxes, insurance and other	—	—	188,184		198,028		(186,446	)	33,439
Loss on asset impairments	—	—	—		5,541		—		40,343
Contract termination costs	—	—	1,081		1,081		—		1,081
Operating expenses	—	—	602,994		643,681		(186,446	)	574,125
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—	4,261		4,261		—		7,257
Hurricane business interruption insurance gain	—	—	4,290		4,290		—		4,290
Operating (loss) income	—	—	(11,314	)	17,993		—		25,342
Minority interest income	—	—	—		—		—		36
Interest expense, net	—	—	(10,708	)	(15,789	)	—		(91,563	)
Loss on early extinguishments of debt	—	—	—		—		—		(55,172	)
Equity in income from consolidated entities	—	—	—		—		57,355		—
(Loss) income before income taxes and discontinued operations	—	—	(22,022	)	2,204		57,355		(121,357	)
Income tax expense	—	—	(126	)	(126	)	—		(429	)
(Loss) income from continuing operations	—	—	(22,148	)	2,078		57,355		(121,786	)
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—	(5,141	)	(4,973	)	—		(8,672	)
Income tax (expense) benefit	—	—	—		—		—		—
(Loss) income from discontinued operations	—	—	(5,141	)	(4,973	)	—		(8,672	)
Net (loss) income	—	—	(27,289	)	(2,895	)	57,355		(130,458	)

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Hospitality OP, L.P.		Non-Guarantor Subsidiaries		MeriStar Sub 7C, LLC	MeriStar Sub 8G, LLC	AGH Upreit, LLC	MeriStar Sub 6H, L.P.	MeriStar Sub 8F, L.P.	MeriStar Sub 8B, LLC		MeriStar Sub 1C, LLC		MeriStar Sub 8E, LLC	MeriStar Sub 7F, LLC
Revenue:
Hotel operations:
Rooms	—		—		—	—	—	—	—	—		—		—	—
Food and beverage	—		—		—	—	—	—	—	—		—		—	—
Other hotel operations	—		—		—	—	—	—	—	—		—		—	—
Office rental, parking and other revenue	97		1,860		—	—	—	—	—	—		—		24	—
Participating lease revenue	27,902		93,628		—	—	—	996	1,803	5,591		888		1,113	758
Total revenue	27,999		95,488		—	—	—	996	1,803	5,591		888		1,137	758
Hotel operating expenses:
Rooms	—		—		—	—	—	—	—	—		—		—	—
Food and beverage	—		—		—	—	—	—	—	—		—		—	—
Other hotel operating expenses	—		—		—	—	—	—	—	—		—		—	—
Office rental, parking and other expenses	—		849		—	—	—	—	—	—		—		—	—
Other operating expenses:
General and administrative, hotel	20		31		—	—	—	—	—	(2,612	)	—		—	—
General and administrative, corporate	9,458		—		—	—	—	—	—	—		—		—	—
Property operating costs	—		—		—	—	—	—	—	—		—		—	—
Depreciation and amortization	12,679		32,895		—	—	—	470	493	1,815		1,042		447	243
Property taxes, insurance and other	22,716		12,843		—	—	—	75	472	836		528		137	93
Loss on asset impairments	—		—		—	—	—	—	—	—		—		—	—
Contract termination costs	—		—		—	—	—	—	—	—		—		—	—
Operating expenses	44,873		46,618		—	—	—	545	965	39		1,570		584	336
Equity in income/loss of and interest earned from unconsolidated affiliates	4,800		—		—	—	—	—	—	—		—		—	—
Hurricane business interruption insurance gain	—		—		—	—	—	—	—	—		—		—	—
Operating (loss) income	(12,074	)	48,870		—	—	—	451	838	5,552		(682	)	553	422
Minority interest income	65		—		—	—	—	—	—	—		—		—	—
Interest expense, net	(61,550	)	(25,130	)	—	—	—	—	—	—		—		—	—
Loss on early extinguishments of debt	(7,903	)	—		—	—	—	—	—	—		—		—	—
Equity in income from consolidated entities	(2,243	)	—		—	—	—	—	—	—		—		—	—
(Loss) income before income taxes and discontinued operations	(83,705	)	23,740		—	—	—	451	838	5,552		(682	)	553	422
Income tax benefit	604		—		—	—	—	—	—	—		—		—	—
(Loss) income from continuing operations	(83,101	)	23,740		—	—	—	451	838	5,552		(682	)	553	422
Discontinued operations:
(Loss) income from discontinued operations before income tax	2,510		2,470		—	—	—	—	—	—		—		—	—
Income tax (expense) benefit	116		—		—	—	—	—	—	—		—		—	—
(Loss) income from discontinued operations	2,626		2,470		—	—	—	—	—	—		—		—	—
Net (loss) income	(80,475	)	26,210		—	—	—	451	838	5,552		(682	)	553	422

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 5L, LLC	MeriStar Sub 3C, LLC	MeriStar Sub 5R, LLC	MeriStar Sub 8A, LLC	MeriStar Sub 6D, LLC	MeriStar Sub 6E, LLC	MeriStar Sub 4E, L.P.		MeriStar Sub 1B, LLC		MeriStar Sub 5F, L.P.	MeriStar Sub 6G, LLC	MeriStar Sub 8C, LLC		MeriStar Sub 4C, L.P.
Revenue:
Hotel operations:
Rooms	—	—	—	—	—	—	—		—		—	—	—		—
Food and beverage	—	—	—	—	—	—	—		—		—	—	—		—
Other hotel operations	—	—	—	—	—	—	—		—		—	—	—		—
Office rental, parking and other revenue	—	2	—	—	47	—	—		(4	)	—	—	—		—
Participating lease revenue	734	1,429	—	—	1,545	4,570	—		1,689		1,790	2,682	—		—
Total revenue	734	1,431	—	—	1,592	4,570	—		1,685		1,790	2,682	—		—
Hotel operating expenses:
Rooms	—	—	—	—	—	—	—		—		—	—	—		—
Food and beverage	—	—	—	—	—	—	—		—		—	—	—		—
Other hotel operating expenses	—	—	—	—	—	—	—		—		—	—	—		—
Office rental, parking and other expenses	—	—	—	—	—	—	—		—		—	—	—		—
Other operating expenses:
General and administrative, hotel	—	—	—	—	—	—	—		—		—	—	—		—
General and administrative, corporate	—	—	—	—	—	—	—		—		—	—	—		—
Property operating costs	—	—	—	—	—	—	—		—		—	—	—		—
Depreciation and amortization	115	533	—	—	379	1,207	—		368		587	545	—		—
Property taxes, insurance and other	114	304	—	—	228	429	—		97		276	294	—		—
Loss on asset impairments	—	—	—	—	—	—	—		—		—	—	—		—
Contract termination costs	—	—	—	—	—	—	—		—		—	—	—		—
Operating expenses	229	837	—	—	607	1,636	—		465		863	839	—		—
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—	—	—	—	—	—		—		—	—	—		—
Hurricane business interruption insurance gain	—	—	—	—	—	—	—		—		—	—	—		—
Operating (loss) income	505	594	—	—	985	2,934	—		1,220		927	1,843	—		—
Minority interest income	—	—	—	—	—	—	—		—		—	—	—		—
Interest expense, net	—	—	—	—	—	—	—		—		—	—	—		—
Loss on early extinguishments of debt	—	—	—	—	—	—	—		—		—	—	—		—
Equity in income from consolidated entities	—	—	—	—	—	—	—		—		—	—	—		—
(Loss) income before income taxes and discontinued operations	505	594	—	—	985	2,934	—		1,220		927	1,843	—		—
Income tax benefit	—	—	—	—	—	—	—		—		—	—	—		—
(Loss) income from continuing operations	505	594	—	—	985	2,934	—		1,220		927	1,843	—		—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—	—	—	—	—	(461	)	—		—	—	(61	)	—
Income tax (expense) benefit	—	—	—	—	—	—	—		—		—	—	—		—
(Loss) income from discontinued operations	—	—	—	—	—	—	(461	)	—		—	—	(61	)	—
Net (loss) income	505	594	—	—	985	2,934	(461	)	1,220		927	1,843	(61	)	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 4H, L.P.		MeriStar Sub 7E, LLC	MeriStar Sub 3D, LLC	MeriStar Sub 1A, LLC		MeriStar Sub 7A Joint Venture		MeriStar Sub 2B, LLC	MeriStar Sub 3A, LLC	MeriStar Sub 4A, LLC	MeriStar Sub 4D, LLC	MeriStar Sub 2A, LLC	MeriStar Sub 6L, LLC	MDV Limited Partnership
Revenue:
Hotel operations:
Rooms	—		—	—	—		—		—	—	—	—	—	—	—
Food and beverage	—		—	—	—		—		—	—	—	—	—	—	—
Other hotel operations	—		—	—	—		—		—	—	—	—	—	—	—
Office rental, parking and other revenue	—		1	—	—		—		—	—	—	—	—	—	—
Participating lease revenue	—		1,034	1,179	—		—		—	—	—	—	—	—	389
Total revenue	—		1,035	1,179	—		—		—	—	—	—	—	—	389
Hotel operating expenses:
Rooms	—		—	—	—		—		—	—	—	—	—	—	—
Food and beverage	—		—	—	—		—		—	—	—	—	—	—	—
Other hotel operating expenses	—		—	—	—		—		—	—	—	—	—	—	—
Office rental, parking and other expenses	—		—	—	—		—		—	—	—	—	—	—	—
Other operating expenses:
General and administrative, hotel	—		—	—	—		—		—	—	—	—	—	—	—
General and administrative, corporate	—		—	—	—		—		—	—	—	—	—	—	—
Property operating costs	—		—	—	—		—		—	—	—	—	—	—	—
Depreciation and amortization	—		478	542	—		—		—	—	—	—	—	—	105
Property taxes, insurance and other	—		151	187	—		—		—	—	—	—	—	—	98
Loss on asset impairments	—		—	—	—		—		—	—	—	—	—	—	—
Contract termination costs	—		—	—	—		—		—	—	—	—	—	—	—
Operating expenses	—		629	729	—		—		—	—	—	—	—	—	203
Equity in income/loss of and interest earned from unconsolidated affiliates	—		—	—	—		—		—	—	—	—	—	—	—
Hurricane business interruption insurance gain	—		—	—	—		—		—	—	—	—	—	—	—
Operating (loss) income	—		406	450	—		—		—	—	—	—	—	—	186
Minority interest income	—		—	—	—		—		—	—	—	—	—	—	—
Interest expense, net	—		—	—	—		—		—	—	—	—	—	—	—
Loss on early extinguishments of debt	—		—	—	—		—		—	—	—	—	—	—	—
Equity in income from consolidated entities	—		—	—	—		—		—	—	—	—	—	—	—
(Loss) income before income taxes and discontinued operations	—		406	450	—		—		—	—	—	—	—	—	186
Income tax benefit	—		—	—	—		—		—	—	—	—	—	—	—
(Loss) income from continuing operations	—		406	450	—		—		—	—	—	—	—	—	186
Discontinued operations:
(Loss) income from discontinued operations before income tax	(403	)	—	—	(758	)	(732	)	—	89	97	—	—	1,852	—
Income tax (expense) benefit	—		—	—	—		—		—	—	—	—	—	—	—
(Loss) income from discontinued operations	(403	)	—	—	(758	)	(732	)	—	89	97	—	—	1,852	—
Net (loss) income	(403	)	406	450	(758	)	(732	)	—	89	97	—	—	1,852	186

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 5C, LLC	MeriStar Sub 6J, LLC	MeriStar Sub 1D, L.P.	MeriStar Sub 7B, L.P.		MeriStar Sub 7D, LLC	MeriStar Sub 7G, LLC	MeriStar Sub 6B, LLC	MeriStar Sub 4I, L.P.	MeriStar Sub 5D, LLC		MeriStar Sub 5H, LLC	MeriStar Sub 7H, LLC	AGH PSS I, Inc.
Revenue:
Hotel operations:
Rooms	—	—	—	—		—	—	—	—	—		—	—	—
Food and beverage	—	—	—	—		—	—	—	—	—		—	—	—
Other hotel operations	—	—	—	—		—	—	—	—	—		—	—	—
Office rental, parking and other revenue	—	—	218	—		1,346	—	—	—	—		—	—	—
Participating lease revenue	—	1,964	3,872	—		4,382	—	902	—	1,697		—	—	—
Total revenue	—	1,964	4,090	—		5,728	—	902	—	1,697		—	—	—
Hotel operating expenses:
Rooms	—	—	—	—		—	—	—	—	—		—	—	—
Food and beverage	—	—	—	—		—	—	—	—	—		—	—	—
Other hotel operating expenses	—	—	—	—		—	—	—	—	—		—	—	—
Office rental, parking and other expenses	—	—	86	—		666	—	—	—	—		—	—	—
Other operating expenses:
General and administrative, hotel	—	—	5	—		—	—	—	—	—		—	—	—
General and administrative, corporate	—	—	—	—		—	—	—	—	—		—	—	—
Property operating costs	—	—	—	—		—	—	—	—	—		—	—	—
Depreciation and amortization	—	418	1,704	—		1,214	—	335	—	1,089		—	—	—
Property taxes, insurance and other	—	220	1,152	—		951	—	168	—	151		—	—	—
Loss on asset impairments	—	—	—	—		—	—	—	—	—		—	—	—
Contract termination costs	—	—	—	—		—	—	—	—	—		—	—	—
Operating expenses	—	638	2,947	—		2,831	—	503	—	1,240		—	—	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—	—	—		—	—	—	—	—		—	—	—
Hurricane business interruption insurance gain	—	—	—	—		—	—	—	—	—		—	—	—
Operating (loss) income	—	1,326	1,143	—		2,897	—	399	—	457		—	—	—
Minority interest income	—	—	—	—		—	—	—	—	—		—	—	—
Interest expense, net	—	—	—	—		—	—	—	—	(1,003	)	—	—	—
Loss on early extinguishments of debt	—	—	—	—		—	—	—	—	—		—	—	—
Equity in income from consolidated entities	—	—	—	—		—	—	—	—	—		—	—	—
(Loss) income before income taxes and discontinued operations	—	1,326	1,143	—		2,897	—	399	—	(546	)	—	—	—
Income tax benefit	—	—	—	—		—	—	—	—	—		—	—	—
(Loss) income from continuing operations	—	1,326	1,143	—		2,897	—	399	—	(546	)	—	—	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—	—	(787	)	—	103	—	—	—		—	—	—
Income tax (expense) benefit	—	—	—	—		—	—	—	—	—		—	—	—
(Loss) income from discontinued operations	—	—	—	(787	)	—	103	—	—	—		—	—	—
Net (loss) income	—	1,326	1,143	(787	)	2,897	103	399	—	(546	)	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 2D, LLC	MeriStar Sub 4F, L.P.	MeriStar Sub 5K, LLC	MeriStar Sub 5M, LLC	MeriStar Sub 1E, L.P.	MeriStar Sub 5O, LLC	MeriStar Sub 4B, L.P.		MeriStar Sub 2C, LLC		MeriStar Sub 4G, L.P.		MeriStar Sub 3B, LLC	MeriStar Sub 5G, L.P.	MeriStar Sub 5N, LLC
Revenue:
Hotel operations:
Rooms	—	—	—	—	—	—	—		—		—		—	—	—
Food and beverage	—	—	—	—	—	—	—		—		—		—	—	—
Other hotel operations	—	—	—	—	—	—	—		—		—		—	—	—
Office rental, parking and other revenue	—	14	—	—	—	—	—		—		—		—	21	—
Participating lease revenue	—	1,476	—	1,149	—	542	—		—		—		—	7,885	591
Total revenue	—	1,490	—	1,149	—	542	—		—		—		—	7,906	591
Hotel operating expenses:
Rooms	—	—	—	—	—	—	—		—		—		—	—	—
Food and beverage	—	—	—	—	—	—	—		—		—		—	—	—
Other hotel operating expenses	—	—	—	—	—	—	—		—		—		—	—	—
Office rental, parking and other expenses	—	—	—	—	—	—	—		—		—		—	—	—
Other operating expenses:
General and administrative, hotel	—	—	—	—	—	—	—		—		—		—	—	—
General and administrative, corporate	—	—	—	—	—	—	—		—		—		—	—	—
Property operating costs	—	—	—	—	—	—	—		—		—		—	—	—
Depreciation and amortization	—	828	—	356	—	172	—		—		—		—	4,744	104
Property taxes, insurance and other	—	280	—	201	—	77	—		—		—		—	1,210	78
Loss on asset impairments	—	—	—	—	—	—	—		—		—		—	—	—
Contract termination costs	—	—	—	—	—	—	—		—		—		—	—	—
Operating expenses	—	1,108	—	557	—	249	—		—		—		—	5,954	182
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—	—	—	—	—	—		—		—		—	—	—
Hurricane business interruption insurance gain	—	—	—	—	—	—	—		—		—		—	—	—
Operating (loss) income	—	382	—	592	—	293	—		—		—		—	1,952	409
Minority interest income	—	—	—	—	—	—	—		—		—		—	—	—
Interest expense, net	—	—	—	—	—	—	—		—		—		—	—	—
Loss on early extinguishments of debt	—	—	—	—	—	—	—		—		—		—	—	—
Equity in income from consolidated entities	—	—	—	—	—	—	—		—		—		—	—	—
(Loss) income before income taxes and discontinued operations	—	382	—	592	—	293	—		—		—		—	1,952	409
Income tax benefit	—	—	—	—	—	—	—		—		—		—	—	—
(Loss) income from continuing operations	—	382	—	592	—	293	—		—		—		—	1,952	409
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—	451	—	—	—	(217	)	(3,242	)	(168	)	—	—	—
Income tax (expense) benefit	—	—	—	—	—	—	—		—		—		—	—	—
(Loss) income from discontinued operations	—	—	451	—	—	—	(217	)	(3,242	)	(168	)	—	—	—
Net (loss) income	—	382	451	592	—	293	(217	)	(3,242	)	(168	)	—	1,952	409

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 5P, LLC	MeriStar Sub 5J, LLC	MeriStar Sub 5Q, LLC	MeriStar Sub 5A, LLC		MeriStar Sub 8D, LLC	MeriStar Sub 4J, LLC	MeriStar Sub 6K, LLC	MeriStar Sub 5E, LLC	MeriStar Sub 6I, LLC	MeriStar Sub 5I, LLC	CapStar Cherry Hill Company, LLC	Meristar Acquisition Company, LLC
Revenue:
Hotel operations:
Rooms	—	—	—	—		—	—	—	—	—	—	—	—
Food and beverage	—	—	—	—		—	—	—	—	—	—	—	—
Other hotel operations	—	—	—	—		—	—	—	—	—	—	—	—
Office rental, parking and other revenue	—	—	—	78		—	157	—	—	—	—	—	—
Participating lease revenue	587	6,380	1,314	4,545		—	2,144	—	—	—	—	—	—
Total revenue	587	6,380	1,314	4,623		—	2,301	—	—	—	—	—	—
Hotel operating expenses:
Rooms	—	—	—	—		—	—	—	—	—	—	—	—
Food and beverage	—	—	—	—		—	—	—	—	—	—	—	—
Other hotel operating expenses	—	—	—	—		—	—	—	—	—	—	—	—
Office rental, parking and other expenses	—	—	—	—		—	337	—	—	—	—	—	—
Other operating expenses:
General and administrative, hotel	—	28	—	2		—	—	—	—	—	—	—	—
General and administrative, corporate	—	—	—	—		—	—	—	—	—	—	—	—
Property operating costs	—	—	—	—		—	—	—	—	—	—	—	—
Depreciation and amortization	3	4,232	441	798		—	948	—	—	—	—	—	—
Property taxes, insurance and other	5	1,208	204	584		—	253	—	—	—	—	—	—
Loss on asset impairments	—	—	—	—		—	—	—	—	—	—	—	—
Contract termination costs	—	—	—	—		—	—	—	—	—	—	—	—
Operating expenses	8	5,468	645	1,384		—	1,538	—	—	—	—	—	—
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—	—	—		—	—	—	—	—	—	—	—
Hurricane business interruption insurance gain	—	—	—	—		—	—	—	—	—	—	—	—
Operating (loss) income	579	912	669	3,239		—	763	—	—	—	—	—	—
Minority interest income	—	—	—	—		—	—	—	—	—	—	—	—
Interest expense, net	—	—	—	(2,125	)	—	—	—	—	—	—	—	—
Loss on early extinguishments of debt	—	—	—	—		—	—	—	—	—	—	—	—
Equity in income from consolidated entities	—	—	—	—		—	—	—	—	—	—	—	—
(Loss) income before income taxes and discontinued operations	579	912	669	1,114		—	763	—	—	—	—	—	—
Income tax benefit	—	—	—	—		—	—	—	—	—	—	—	—
(Loss) income from continuing operations	579	912	669	1,114		—	763	—	—	—	—	—	—
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—	—	—		143	—	—	—	—	—	—	—
Income tax (expense) benefit	—	—	—	—		—	—	—	—	—	—	—	—
(Loss) income from discontinued operations	—	—	—	—		143	—	—	—	—	—	—	—
Net (loss) income	579	912	669	1,114		143	763	—	—	—	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidated Statement of Operations

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 6A, LLC	MeriStar Sub 6F, LLC	MeriStar Hotel Lessee, Inc.		Guarantor Subsidiaries Total		Consolidation Eliminations		Total Consolidated
Revenue:
Hotel operations:
Rooms	—	—	378,807		378,807		—		378,807
Food and beverage	—	—	147,936		147,936		—		147,936
Other hotel operations	—	—	43,100		43,100		—		43,100
Office rental, parking and other revenue	—	—	160		2,064		—		4,021
Participating lease revenue	—	—	—		67,620		(189,150	)	—
Total revenue	—	—	570,003		639,527		(189,150	)	573,864
Hotel operating expenses:
Rooms	—	—	94,565		94,565		—		94,565
Food and beverage	—	—	109,284		109,284		—		109,284
Other hotel operating expenses	—	—	27,290		27,290		—		27,290
Office rental, parking and other expenses	—	—	—		1,089		—		1,938
Other operating expenses:
General and administrative, hotel	—	—	91,476		88,899		—		88,950
General and administrative, corporate	—	—	167		167		—		9,625
Property operating costs	—	—	85,796		85,796		—		85,796
Depreciation and amortization	—	—	98		26,853		—		72,427
Property taxes, insurance and other	—	—	185,867		196,928		(189,150	)	43,337
Loss on asset impairments	—	—	—		—		—		—
Contract termination costs	—	—	—		—		—		—
Operating expenses	—	—	594,543		630,871		(189,150	)	533,212
Equity in income/loss of and interest earned from unconsolidated affiliates	—	—	—		—		—		4,800
Hurricane business interruption insurance gain	—	—	—		—		—		—
Operating (loss) income	—	—	(24,540	)	8,656		—		45,452
Minority interest income	—	—	—		—		—		65
Interest expense, net	—	—	(5,778	)	(8,906	)	—		(95,586	)
Loss on early extinguishments of debt	—	—	—		—		—		(7,903	)
Equity in income from consolidated entities	—	—	—		—		2,243		—
(Loss) income before income taxes and discontinued operations	—	—	(30,318	)	(250	)	2,243		(57,972	)
Income tax benefit	—	—	—		—		—		604
(Loss) income from continuing operations	—	—	(30,318	)	(250	)	2,243		(57,368	)
Discontinued operations:
(Loss) income from discontinued operations before income tax	—	—	(24,109	)	(28,203	)	—		(23,223	)
Income tax (expense) benefit	—	—	—		—		—		116
(Loss) income from discontinued operations	—	—	(24,109	)	(28,203	)	—		(23,107	)
Net (loss) income	—	—	(54,427	)	(28,453	)	2,243		(80,475	)

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Hospitality OP, L.P.		Non- Guarantor Subsidiaries		MeriStar Sub 7C, LLC	MeriStar Sub 8G, LLC	AGH Upreit, LLC	MeriStar Sub 6H, L.P.		MeriStar Sub 8F, L.P.		MeriStar Sub 8B, LLC		MeriStar Sub 1C, LLC		MeriStar Sub 8E, LLC		MeriStar Sub 7F, LLC
Operating activities:
Net (loss) income	(130,458	)	(54,460	)	—	—	—	467		819		3,567		(2,141	)	637		530
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	11,670		39,333		—	—	—	447		481		1,768		914		411		337
Equity in earnings of consolidated entities	57,355		—		—	—	—	—		—		—		—		—		—
Loss on asset impairments	3,228		37,817		—	—	—	—		—		—		1,580		—		—
Loss on sale of assets, before tax effect	53		372		—	—	—	—		—		—		—		—		—
Loss on early extinguishments of debt	433		—		—	—	—	—		—		—		—		—		—
Minority interests	(36	)	—		—	—	—	—		—		—		—		—		—
Equity in loss of unconsolidated affiliate	1,342		—		—	—	—	—		—		—		—		—		—
Amortization of unearned stock-based compensation	848		—		—	—	—	—		—		—		—		—		—
Deferred income taxes	—		—		—	—	—	—		—		—		—		—		—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	40,895		—		—	—	—	—		—		—		—		—		—
Accounts receivable, net	(20,663	)	1,106		—	—	—	—		—		(63	)	—		—		—
Prepaid expenses and other assets	2,023		2,703		—	—	—	(26	)	(88	)	(101	)	(241	)	(31	)	(18	)
Receivables from unconsolidated affiliates	12,128		—		—	—	—	—		—		—		—		—		—
Due to Interstate Hotels & Resorts	801		(597	)	—	—	—	—		—		—		—		—		—
Accounts payable, accrued expenses, accrued interest and other liabilities	(11,018	)	1,226		—	—	—	65		214		(79	)	(7	)	(37	)	31
Due to/from subsidiaries	104,600		(49,371	)	—	—	—	(930	)	(1,033	)	3,474		222		(1,299	)	(1,582	)
Net cash provided by (used in) operating activities	73,201		(21,871	)	—	—	—	23		393		8,566		327		(319	)	(702	)
Investing activities:
Acquisition of hotels, net of cash acquired	—		—		—	—	—	—		—		—		—		—		—
Capital expenditures for property and equipment	(31,857	)	(50,416	)	—	—	—	(23	)	(393	)	(8,566	)	(327	)	(309	)	66
Deposit on investment in hotel	—		—		—	—	—	—		—		—		—		—		—
Proceeds from sales of assets	25,325		14,700		—	—	—	—		—		—		—		—		—
Estimated insurance proceeds related to capital expenditures	7,700		—		—	—	—	—		—		—		—		—		—
Decrease (increase) in restricted cash	48,071		(986	)	—	—	—	—		—		—		—		—		—
Costs associated with disposition program and other, net	(845	)	(448	)	—	—	—	—		—		—		—		—		—
Net cash (used in) provided by investing activities	48,394		(37,150	)	—	—	—	(23	)	(393	)	(8,566	)	(327	)	(309	)	66
Financing activities:
Prepayments on debt	(84,461	)	(298,110	)	—	—	—	—		—		—		—		—		—
Scheduled payments on debt	—		(16,056	)	—	—	—	—		—		—		—		—		—
Proceeds from mortgage loans, net of financing costs	—		39,565		—	—	—	—		—		—		—		—		—
Proceeds from debt issuance, net of financing costs	—		320,704		—	—	—	—		—		—		—		—		—
Net borrowings under credit facility revolver, net of financing costs	(2,481	)	12,918		—	—	—	—		—		—		—		628		636
Distributions to minority investors	—		—		—	—	—	—		—		—		—		—		—
Loans to/from subsidiaries	(61,000	)	—		—	—	—	—		—		—		—		—		—
Proceeds from OP units issuance, net of issuance costs	346		—		—	—	—	—		—		—		—		—		—
Purchase of subsidiary partnership interests	—		—		—	—	—	—		—		—		—		—		—
Repurchase of OP units under employee stock plans	(851	)	—		—	—	—	—		—		—		—		—		—
Other	—		—		—	—	—	—		—		—		—		—		—
Net cash (used in) provided by financing activities	(148,447	)	59,021		—	—	—	—		—		—		—		628		636
Effect of exchange rate changes on cash and cash equivalents	—		—		—	—	—	—		—		—		—		—		—
Net (decrease) increase in cash and cash equivalents	(26,852	)	—		—	—	—	—		—		—		—		—		—
Cash and cash equivalents, beginning of period	41,224		—		—	—	—	—		—		—		—		—		—
Cash and cash equivalents, end of period	14,372		—		—	—	—	—		—		—		—		—		—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 5L, LLC		MeriStar Sub 3C, LLC		MeriStar Sub 5R, LLC	MeriStar Sub 8A, LLC	MeriStar Sub 6D, LLC		MeriStar Sub 6E, LLC		MeriStar Sub 4E, L.P.		MeriStar Sub 1B, LLC		MeriStar Sub 5F, L.P.		MeriStar Sub 6G, LLC		MeriStar Sub 8C, LLC
Operating activities:
Net (loss) income	418		922		—	—	1,596		2,282		—		1,218		1,185		2,378		—
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	121		464		—	—	321		1,118		—		448		462		510		—
Equity in earnings of consolidated entities	—		—		—	—	—		—		—		—		—		—		—
Loss on asset impairments	—		—		—	—	—		—		—		—		—		—		—
Loss on sale of assets, before tax effect	—		—		—	—	—		—		—		—		—		—		—
Loss on early extinguishments of debt	—		—		—	—	—		—		—		—		—		—		—
Minority interests	—		—		—	—	—		—		—		—		—		—		—
Equity in loss of unconsolidated affiliate	—		—		—	—	—		—		—		—		—		—		—
Amortization of unearned stock-based compensation	—		—		—	—	—		—		—		—		—		—		—
Deferred income taxes	—		—		—	—	—		—		—		—		—		—		—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	—		—		—	—	—		—		—		—		—		—		—
Accounts receivable, net	254		—		—	—	16		—		64		—		—		—		—
Prepaid expenses and other assets	(77	)	(18	)	—	—	(21	)	(40	)	—		(85	)	(187	)	(35	)	—
Receivables from unconsolidated affiliates	—		—		—	—	—		—		—		—		—		—		—
Due to Interstate Hotels & Resorts	—		—		—	—	—		—		—		—		—		—		—
Accounts payable, accrued expenses, accrued interest and other liabilities	65		94		—	—	44		183		(5	)	88		191		(93	)	—
Due to/from subsidiaries	729		(1,987	)	—	—	(1,796	)	(34,589	)	(59	)	(2,641	)	17,789		(1,413	)	—
Net cash provided by (used in) operating activities	1,510		(525	)	—	—	160		(31,046	)	—		(972	)	19,440		1,347		—
Investing activities:
Acquisition of hotels, net of cash acquired	—		—		—	—	—		—		—		—		—		—		—
Capital expenditures for property and equipment	(1,510	)	(604	)	—	—	(160	)	(2,731	)	—		(1,242	)	(19,440	)	(1,347	)	—
Deposit on investment in hotel	—		—		—	—	—		—		—		—		—		—		—
Proceeds from sales of assets	—		—		—	—	—		—		—		—		—		—		—
Estimated insurance proceeds related to capital expenditures	—		—		—	—	—		—		—		—		—		—		—
Decrease (increase) in restricted cash	—		—		—	—	—		(32	)	—		—		—		—		—
Costs associated with disposition program and other, net	—		—		—	—	—		—		—		—		—		—		—
Net cash (used in) provided by investing activities	(1,510	)	(604	)	—	—	(160	)	(2,763	)	—		(1,242	)	(19,440	)	(1,347	)	—
Financing activities:
Prepayments on debt	—		—		—	—	—		—		—		—		—		—		—
Scheduled payments on debt	—		—		—	—	—		—		—		(5	)	—		—		—
Proceeds from mortgage loans, net of financing costs	—		—		—	—	—		33,809		—		—		—		—		—
Proceeds from debt issuance, net of financing costs	—		—		—	—	—		—		—		—		—		—		—
Net borrowings under credit facility revolver, net of financing costs	—		1,129		—	—	—		—		—		2,219		—		—		—
Distributions to minority investors	—		—		—	—	—		—		—		—		—		—		—
Loans to/from subsidiaries	—		—		—	—	—		—		—		—		—		—		—
Proceeds from OP units issuance, net of issuance costs	—		—		—	—	—		—		—		—		—		—		—
Purchase of subsidiary partnership interests	—		—		—	—	—		—		—		—		—		—		—
Repurchase of OP units under employee stock plans	—		—		—	—	—		—		—		—		—		—		—
Other	—		—		—	—	—		—		—		—		—		—		—
Net cash (used in) provided by financing activities	—		1,129		—	—	—		33,809		—		2,214		—		—		—
Effect of exchange rate changes on cash and cash equivalents	—		—		—	—	—		—		—		—		—		—		—
Net (decrease) increase in cash and cash equivalents	—		—		—	—	—		—		—		—		—		—		—
Cash and cash equivalents, beginning of period	—		—		—	—	—		—		—		—		—		—		—
Cash and cash equivalents, end of period	—		—		—	—	—		—		—		—		—		—		—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 4C, L.P.	MeriStar Sub 4H, L.P.		MeriStar Sub 7E, LLC		MeriStar Sub 3D, LLC		MeriStar Sub 1A, LLC		MeriStar Sub 7A Joint Venture		MeriStar Sub 2B, LLC	MeriStar Sub 3A, LLC	MeriStar Sub 4A, LP	MeriStar Sub 4D, LLC	MeriStar Sub 2A, LLC
Operating activities:
Net (loss) income	—	—		476		(3,223	)	168		—		—	—	—	—	—
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	—	—		446		481		126		—		—	—	—	—	—
Equity in earnings of consolidated entities	—	—		—		—		—		—		—	—	—	—	—
Loss on asset impairments	—	—		—		3,961		403		—		—	—	—	—	—
Loss on sale of assets, before tax effect	—	—		—		—		37		—		—	—	—	—	—
Loss on early extinguishments of debt	—	—		—		—		—		—		—	—	—	—	—
Minority interests	—	—		—		—		—		—		—	—	—	—	—
Equity in loss of unconsolidated affiliate	—	—		—		—		—		—		—	—	—	—	—
Amortization of unearned stock-based compensation	—	—		—		—		—		—		—	—	—	—	—
Deferred income taxes	—	—		—		—		—		—		—	—	—	—	—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	—	—		—		—		—		—		—	—	—	—	—
Accounts receivable, net	—	—		—		—		—		(44	)	—	—	—	—	—
Prepaid expenses and other assets	—	—		(27	)	(50	)	(96	)	—		—	—	—	—	—
Receivables from unconsolidated affiliates	—	—		—		—		—		—		—	—	—	—	—
Due to Interstate Hotels & Resorts	—	—		—		—		(585	)	—		—	—	—	—	—
Accounts payable, accrued expenses, accrued interest and other liabilities	—	—		(38	)	114		(26	)	—		—	—	—	—	—
Due to/from subsidiaries	—	(1	)	(587	)	(87	)	(5,124	)	44		—	—	—	—	—
Net cash provided by (used in) operating activities	—	(1	)	270		1,196		(5,097	)	—		—	—	—	—	—
Investing activities:
Acquisition of hotels, net of cash acquired	—	—		—		—		—		—		—	—	—	—	—
Capital expenditures for property and equipment	—	1		(270	)	(1,196	)	105		—		—	—	—	—	—
Deposit on investment in hotel	—	—		—		—		—		—		—	—	—	—	—
Proceeds from sales of assets	—	—		—		—		5,800		—		—	—	—	—	—
Estimated insurance proceeds related to capital expenditures	—	—		—		—		—		—		—	—	—	—	—
Decrease (increase) in restricted cash	—	—		—		—		—		—		—	—	—	—	—
Costs associated with disposition program and other, net	—	—		—		—		(808	)	—		—	—	—	—	—
Net cash (used in) provided by investing activities	—	1		(270	)	(1,196	)	5,097		—		—	—	—	—	—
Financing activities:
Prepayments on debt	—	—		—		—		—		—		—	—	—	—	—
Scheduled payments on debt	—	—		—		—		—		—		—	—	—	—	—
Proceeds from mortgage loans, net of financing costs	—	—		—		—		—		—		—	—	—	—	—
Proceeds from debt issuance, net of financing costs	—	—		—		—		—		—		—	—	—	—	—
Net borrowings under credit facility revolver, net of financing costs	—	—		—		—		—		—		—	—	—	—	—
Distributions to minority investors	—	—		—		—		—		—		—	—	—	—	—
Loans to/from subsidiaries	—	—		—		—		—		—		—	—	—	—	—
Proceeds from OP units issuance, net of issuance costs	—	—		—		—		—		—		—	—	—	—	—
Purchase of subsidiary partnership interests	—	—		—		—		—		—		—	—	—	—	—
Repurchase of OP units under employee stock plans	—	—		—		—		—		—		—	—	—	—	—
Other	—	—		—		—		—		—		—	—	—	—	—
Net cash (used in) provided by financing activities	—	—		—		—		—		—		—	—	—	—	—
Effect of exchange rate changes on cash and cash equivalents	—	—		—		—		—		—		—	—	—	—	—
Net (decrease) increase in cash and cash equivalents	—	—		—		—		—		—		—	—	—	—	—
Cash and cash equivalents, beginning of period	—	—		—		—		—		—		—	—	—	—	—
Cash and cash equivalents, end of period	—	—		—		—		—		—		—	—	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 6L, LLC	MDV Limited Partnership		MeriStar Sub 5C, LLC	MeriStar Sub 6J, LLC		MeriStar Sub 1D, LLC		MeriStar Sub 7B, L.P.	MeriStar Sub 7D, LLC		MeriStar Sub 7G, LLC	MeriStar Sub 6B, LLC		MeriStar Sub 4I, L.P.	MeriStar Sub 5D, LLC
Operating activities:
Net (loss) income	—	117		—	1,901		2,110		—	2,748		—	511		—	(822	)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	—	141		—	369		1,550		—	1,076		—	296		—	985
Equity in earnings of consolidated entities	—	—		—	—		—		—	—		—	—		—	—
Loss on asset impairments	—	—		—	—		—		—	—		—	—		—	—
Loss on sale of assets, before tax effect	—	—		—	—		—		—	—		—	—		—	—
Loss on early extinguishments of debt	—	—		—	—		—		—	—		—	—		—	—
Minority interests	—	—		—	—		—		—	—		—	—		—	—
Equity in loss of unconsolidated affiliate	—	—		—	—		—		—	—		—	—		—	—
Amortization of unearned stock-based compensation	—	—		—	—		—		—	—		—	—		—	—
Deferred income taxes	—	—		—	—		—		—	—		—	—		—	—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	—	—		—	—		—		—	—		—	—		—	—
Accounts receivable, net	—	—		—	—		—		—	(131	)	—	—		—	—
Prepaid expenses and other assets	—	(33	)	—	(16	)	(550	)	—	(31	)	—	(14	)	—	(94	)
Receivables from unconsolidated affiliates	—	—		—	—		—		—	—		—	—		—	—
Due to Interstate Hotels & Resorts	—	—		—	—		—		—	—		—	—		—	—
Accounts payable, accrued expenses, accrued interest and other liabilities	—	(8	)	—	61		231		—	591		—	7		—	239
Due to/from subsidiaries	—	(134	)	—	(1,946	)	(4,884	)	—	(5,235	)	—	(225	)	—	(10	)
Net cash provided by (used in) operating activities	—	83		—	369		(1,543	)	—	(982	)	—	575		—	298
Investing activities:
Acquisition of hotels, net of cash acquired	—	—		—	—		—		—	—		—	—		—	—
Capital expenditures for property and equipment	—	(83	)	—	(369	)	(1,639	)	—	(1,500	)	—	(575	)	—	(298	)
Deposit on investment in hotel	—	—		—	—		—		—	—		—	—		—	—
Proceeds from sales of assets	—	—		—	—		—		—	—		—	—		—	—
Estimated insurance proceeds related to capital expenditures	—	—		—	—		—		—	—		—	—		—	—
Decrease (increase) in restricted cash	—	—		—	—		—		—	—		—	—		—	—
Costs associated with disposition program and other, net	—	—		—	—		—		—	—		—	—		—	—
Net cash (used in) provided by investing activities	—	(83	)	—	(369	)	(1,639	)	—	(1,500	)	—	(575	)	—	(298	)
Financing activities:
Prepayments on debt	—	—		—	—		—		—	—		—	—		—	—
Scheduled payments on debt	—	—		—	—		—		—	—		—	—		—	—
Proceeds from mortgage loans, net of financing costs	—	—		—	—		—		—	—		—	—		—	—
Proceeds from debt issuance, net of financing costs	—	—		—	—		—		—	—		—	—		—	—
Net borrowings under credit facility revolver, net of financing costs	—	—		—	—		3,182		—	2,482		—	—		—	—
Distributions to minority investors	—	—		—	—		—		—	—		—	—		—	—
Loans to/from subsidiaries	—	—		—	—		—		—	—		—	—		—	—
Proceeds from OP units issuance, net of issuance costs	—	—		—	—		—		—	—		—	—		—	—
Purchase of subsidiary partnership interests	—	—		—	—		—		—	—		—	—		—	—
Repurchase of OP units under employee stock plans	—	—		—	—		—		—	—		—	—		—	—
Other	—	—		—	—		—		—	—		—	—		—	—
Net cash (used in) provided by financing activities	—	—		—	—		3,182		—	2,482		—	—		—	—
Effect of exchange rate changes on cash and cash equivalents	—	—		—	—		—		—	—		—	—		—	—
Net (decrease) increase in cash and cash equivalents	—	—		—	—		—		—	—		—	—		—	—
Cash and cash equivalents, beginning of period	—	—		—	—		—		—	—		—	—		—	—
Cash and cash equivalents, end of period	—	—		—	—		—		—	—		—	—		—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 5H, LLC	MeriStar Sub 7H, LLC	AGH PSS I, Inc.	MeriStar Sub 2D, LLC	MeriStar Sub 4F, L.P.		MeriStar Sub 5K, LLC	MeriStar Sub 5M, LLC		MeriStar Sub 1E, LLC	MeriStar Sub 5O, LLC		MeriStar Sub 4B, L.P.	MeriStar Sub 2C, LLC
Operating activities:
Net (loss) income	—	—	—	—	567		—	857		—	114		—	—
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	—	—	—	—	796		—	195		—	101		—	—
Equity in earnings of consolidated entities	—	—	—	—	—		—	—		—	—		—	—
Loss on asset impairments	—	—	—	—	—		—	—		—	—		—	—
Loss on sale of assets, before tax effect	—	—	—	—	—		—	—		—	—		—	—
Loss on early extinguishments of debt	—	—	—	—	—		—	—		—	—		—	—
Minority interests	—	—	—	—	—		—	—		—	—		—	—
Equity in loss of unconsolidated affiliate	—	—	—	—	—		—	—		—	—		—	—
Amortization of unearned stock-based compensation	—	—	—	—	—		—	—		—	—		—	—
Deferred income taxes	—	—	—	—	—		—	—		—	—		—	—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	—	—	—	—	—		—	—		—	—		—	—
Accounts receivable, net	—	—	—	—	—		—	1,691		—	1,269		—	—
Prepaid expenses and other assets	—	—	—	—	(43	)	—	(118	)	—	(39	)	—	—
Receivables from unconsolidated affiliates	—	—	—	—	—		—	—		—	—		—	—
Due to Interstate Hotels & Resorts	—	—	—	—	—		—	—		—	—		—	—
Accounts payable, accrued expenses, accrued interest and other liabilities	—	—	—	—	(134	)	—	155		—	55		—	—
Due to/from subsidiaries	—	—	—	—	(305	)	—	2,239		—	1,507		—	—
Net cash provided by (used in) operating activities	—	—	—	—	881		—	5,019		—	3,007		—	—
Investing activities:
Acquisition of hotels, net of cash acquired	—	—	—	—	—		—	—		—	—		—	—
Capital expenditures for property and equipment	—	—	—	—	(881	)	—	(5,019	)	—	(3,007	)	—	—
Deposit on investment in hotel	—	—	—	—	—		—	—		—	—		—	—
Proceeds from sales of assets	—	—	—	—	—		—	—		—	—		—	—
Estimated insurance proceeds related to capital expenditures	—	—	—	—	—		—	—		—	—		—	—
Decrease (increase) in restricted cash	—	—	—	—	—		—	—		—	—		—	—
Costs associated with disposition program and other, net	—	—	—	—	—		—	—		—	—		—	—
Net cash (used in) provided by investing activities	—	—	—	—	(881	)	—	(5,019	)	—	(3,007	)	—	—
Financing activities:
Prepayments on debt	—	—	—	—	—		—	—		—	—		—	—
Scheduled payments on debt	—	—	—	—	—		—	—		—	—		—	—
Proceeds from mortgage loans, net of financing costs	—	—	—	—	—		—	—		—	—		—	—
Proceeds from debt issuance, net of financing costs	—	—	—	—	—		—	—		—	—		—	—
Net borrowings under credit facility revolver, net of financing costs	—	—	—	—	—		—	—		—	—		—	—
Distributions to minority investors	—	—	—	—	—		—	—		—	—		—	—
Loans to/from subsidiaries	—	—	—	—	—		—	—		—	—		—	—
Proceeds from OP units issuance, net of issuance costs	—	—	—	—	—		—	—		—	—		—	—
Purchase of subsidiary partnership interests	—	—	—	—	—		—	—		—	—		—	—
Repurchase of OP units under employee stock plans	—	—	—	—	—		—	—		—	—		—	—
Other	—	—	—	—	—		—	—		—	—		—	—
Net cash (used in) provided by financing activities	—	—	—	—	—		—	—		—	—		—	—
Effect of exchange rate changes on cash and cash equivalents	—	—	—	—	—		—	—		—	—		—	—
Net (decrease) increase in cash and cash equivalents	—	—	—	—	—		—	—		—	—		—	—
Cash and cash equivalents, beginning of period	—	—	—	—	—		—	—		—	—		—	—
Cash and cash equivalents, end of period	—	—	—	—	—		—	—		—	—		—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 4G, L.P.	MeriStar Sub 3B, LLC	MeriStar Sub 5G, L.P.		MeriStar Sub 5N, LLC		MeriStar Sub 5P, LLC		MeriStar Sub 5J, LLC		MeriStar Sub 5Q, LLC		MeriStar Sub 5A, LLC		MeriStar Sub 8D, LLC		MeriStar Sub 4J, LLC		MeriStar Sub 6K, LLC
Operating activities:
Net (loss) income	—	—	3,213		232		458		(2,343	)	947		1,869		—		616		—
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	—	—	4,569		54		3		2,731		354		800		—		985		—
Equity in earnings of consolidated entities	—	—	—		—		—		—		—		—		—		—		—
Loss on asset impairments	—	—	—		—		—		—		—		—		—		—		—
Loss on sale of assets, before tax effect	—	—	—		—		—		—		—		—		—		—		—
Loss on early extinguishments of debt	—	—	—		—		—		—		—		—		—		—		—
Minority interests	—	—	—		—		—		—		—		—		—		—		—
Equity in loss of unconsolidated affiliate	—	—	—		—		—		—		—		—		—		—		—
Amortization of unearned stock-based compensation	—	—	—		—		—		—		—		—		—		—		—
Deferred income taxes	—	—	—		—		—		—		—		—		—		—		—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	—	—	—		—		—		—		—		—		—		—		—
Accounts receivable, net	—	—	—		880		—		—		4,819		—		359		1		—
Prepaid expenses and other assets	—	—	(684	)	(45	)	(10	)	(907	)	(137	)	(78	)	—		(51	)	—
Receivables from unconsolidated affiliates	—	—	—		—		—		—		—		—		—		—		—
Due to Interstate Hotels & Resorts	—	—	—		—		—		—		—		—		—		—		—
Accounts payable, accrued expenses, accrued interest and other liabilities	—	—	840		64		—		489		93		523		—		90		—
Due to/from subsidiaries	—	—	(1,364	)	1,196		(451	)	18,442		920		(2,111	)	(359	)	(632	)	—
Net cash provided by (used in) operating activities	—	—	6,574		2,381		—		18,412		6,996		1,003		—		1,009		—
Investing activities:
Acquisition of hotels, net of cash acquired	—	—	—		—		—		—		—		—		—		—		—
Capital expenditures for property and equipment	—	—	(6,574	)	(2,381	)	—		(18,412	)	(6,996	)	(1,003	)	—		(2,815	)	—
Deposit on investment in hotel	—	—	—		—		—		—		—		—		—		—		—
Proceeds from sales of assets	—	—	—		—		—		—		—		—		—		—		—
Estimated insurance proceeds related to capital expenditures	—	—	—		—		—		—		—		—		—		—		—
Decrease (increase) in restricted cash	—	—	—		—		—		—		—		—		—		—		—
Costs associated with disposition program and other, net	—	—	—		—		—		—		—		—		—		—		—
Net cash (used in) provided by investing activities	—	—	(6,574	)	(2,381	)	—		(18,412	)	(6,996	)	(1,003	)	—		(2,815	)	—
Financing activities:
Prepayments on debt	—	—	—		—		—		—		—		—		—		—		—
Scheduled payments on debt	—	—	—		—		—		—		—		—		—		—		—
Proceeds from mortgage loans, net of financing costs	—	—	—		—		—		—		—		—		—		—		—
Proceeds from debt issuance, net of financing costs	—	—	—		—		—		—		—		—		—		—		—
Net borrowings under credit facility revolver, net of financing costs	—	—	—		—		—		—		—		—		—		1,806		—
Distributions to minority investors	—	—	—		—		—		—		—		—		—		—		—
Loans to/from subsidiaries	—	—	—		—		—		—		—		—		—		—		—
Proceeds from OP units issuance, net of issuance costs	—	—	—		—		—		—		—		—		—		—		—
Purchase of subsidiary partnership interests	—	—	—		—		—		—		—		—		—		—		—
Repurchase of OP units under employee stock plans	—	—	—		—		—		—		—		—		—		—		—
Other	—	—	—		—		—		—		—		—		—		—		—
Net cash (used in) provided by financing activities	—	—	—		—		—		—		—		—		—		1,806		—
Effect of exchange rate changes on cash and cash equivalents	—	—	—		—		—		—		—		—		—		—		—
Net (decrease) increase in cash and cash equivalents	—	—	—		—		—		—		—		—		—		—		—
Cash and cash equivalents, beginning of period	—	—	—		—		—		—		—		—		—		—		—
Cash and cash equivalents, end of period	—	—	—		—		—		—		—		—		—		—		—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine Months Ended September 30, 2005 Unaudited

(Dollars in thousands)

	MeriStar Sub 5E, LLC	MeriStar Sub 6I, LLC	MeriStar Sub 5I, LLC	CapStar Cherry Hill Company, LLC	Meristar Acquisition Company, LLC	MeriStar Sub 6A, LLC	MeriStar Sub 6F, LLC	MeriStar Hotel Lessee, Inc.		Guarantor Subsidiaries Total		Consolidation Eliminations		Total Consolidated
Operating activities:
Net (loss) income	—	—	—	—	—	—	—	(27,289	)	(2,895	)	57,355		(130,458	)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	—	—	—	—	—	—	—	52		23,912		—		74,915
Equity in earnings of consolidated entities	—	—	—	—	—	—	—	—		—		(57,355	)	—
Loss on asset impairments	—	—	—	—	—	—	—	—		5,944		—		46,989
Loss on sale of assets, before tax effect	—	—	—	—	—	—	—	2,065		2,102		—		2,527
Loss on early extinguishments of debt	—	—	—	—	—	—	—	—		—		—		433
Minority interests	—	—	—	—	—	—	—	—		—		—		(36	)
Equity in loss of unconsolidated affiliate	—	—	—	—	—	—	—	—		—		—		1,342
Amortization of unearned stock-based compensation	—	—	—	—	—	—	—	—		—		—		848
Deferred income taxes	—	—	—	—	—	—	—	—		—		—		—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	—	—	—	—	—	—	—	—		—		—		40,895
Accounts receivable, net	—	—	—	—	—	—	—	(9,408	)	(293	)	10,907		(8,943	)
Prepaid expenses and other assets	—	—	—	—	—	—	—	1,798		(2,193	)	—		2,533
Receivables from unconsolidated affiliates	—	—	—	—	—	—	—	—		—		—		12,128
Due to Interstate Hotels & Resorts	—	—	—	—	—	—	—	(6,601	)	(7,186	)	—		(6,982	)
Accounts payable, accrued expenses, accrued interest and other liabilities	—	—	—	—	—	—	—	12,244		16,344		(10,907	)	(4,355	)
Due to/from subsidiaries	—	—	—	—	—	—	—	(31,007	)	(55,229	)	—		—
Net cash provided by (used in) operating activities	—	—	—	—	—	—	—	(58,146	)	(19,494	)	—		31,836
Investing activities:
Acquisition of hotels, net of cash acquired	—	—	—	—	—	—	—	—		—		—		—
Capital expenditures for property and equipment	—	—	—	—	—	—	—	—		(89,498	)	—		(171,771	)
Deposit on investment in hotel	—	—	—	—	—	—	—	—		—		—		—
Proceeds from sales of assets	—	—	—	—	—	—	—	—		5,800		—		45,825
Estimated insurance proceeds related to capital expenditures	—	—	—	—	—	—	—	—		—		—		7,700
Decrease (increase) in restricted cash	—	—	—	—	—	—	—	(1,155	)	(1,187	)	—		45,898
Costs associated with disposition program and other, net	—	—	—	—	—	—	—	(91	)	(899	)	—		(2,192	)
Net cash (used in) provided by investing activities	—	—	—	—	—	—	—	(1,246	)	(85,784	)	—		(74,540	)
Financing activities:
Prepayments on debt	—	—	—	—	—	—	—	—		—		—		(382,571	)
Scheduled payments on debt	—	—	—	—	—	—	—	—		(5	)	—		(16,061	)
Proceeds from mortgage loans, net of financing costs	—	—	—	—	—	—	—	—		33,809		—		73,374
Proceeds from debt issuance, net of financing costs	—	—	—	—	—	—	—	—		—		—		320,704
Net borrowings under credit facility revolver, net of financing costs	—	—	—	—	—	—	—	—		12,082		—		22,519
Distributions to minority investors	—	—	—	—	—	—	—	—		—		—		—
Loans to/from subsidiaries	—	—	—	—	—	—	—	61,000		61,000		—		—
Proceeds from OP units issuance, net of issuance costs	—	—	—	—	—	—	—	—		—		—		346
Purchase of subsidiary partnership interests	—	—	—	—	—	—	—	—		—		—		—
Repurchase of OP units under employee stock plans	—	—	—	—	—	—	—	—		—		—		(851	)
Other	—	—	—	—	—	—	—	—		—		—		—
Net cash (used in) provided by financing activities	—	—	—	—	—	—	—	61,000		106,886		—		17,460
Effect of exchange rate changes on cash and cash equivalents	—	—	—	—	—	—	—	—		—		—		—
Net (decrease) increase in cash and cash equivalents	—	—	—	—	—	—	—	1,608		1,608		—		(25,244	)
Cash and cash equivalents, beginning of period	—	—	—	—	—	—	—	19,309		19,309		—		60,533
Cash and cash equivalents, end of period	—	—	—	—	—	—	—	20,917		20,917		—		35,289

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Hospitality OP, L.P.		Non-Guarantor Subsidiaries		MeriStar Sub 7C, LLC	AGH Upreit, LLC	MeriStar Sub 5N, LLC		MeriStar Sub 8A, LLC	MeriStar Sub 8F, L.P.		MeriStar Sub 8G, LLC	MeriStar Sub 6H, L.P.		MeriStar Sub 8B, LLC		MeriStar Sub 1C, L.P.		MeriStar Sub 8E, LLC
Operating activities:
Net (loss) income	(80,475	)	26,210		—	—	409		—	838		—	451		5,552		(682	)	553
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	7,944		41,103		—	—	104		—	493		—	470		1,815		1,042		447
Equity in earnings of consolidated entities	2,243		—		—	—	—		—	—		—	—		—		—		—
Loss on asset impairments	4,671		—		—	—	—		—	—		—	—		—		—		—
Loss on sale of assets, before tax effect	(358	)	(461	)	—	—	—		—	—		—	—		—		—		—
Loss on early extinguishments of debt	7,903		—		—	—	—		—	—		—	—		—		—		—
Minority interests	(65	)	—		—	—	—		—	—		—	—		—		—		—
Equity in loss of unconsolidated affiliate	—		—		—	—	—		—	—		—	—		—		—		—
Amortization of unearned stock-based compensation	(3,845	)	—		—	—	—		—	—		—	—		—		—		—
Deferred income taxes	(357	)	—		—	—	—		—	—		—	—		—		—		—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	(3,071	)	—		—	—	—		—	—		—	—		—		—		—
Accounts receivable, net	(7,051	)	3,804		—	—	—		—	—		—	—		—		—		—
Prepaid expenses and other assets	(2,113	)	2,202		—	—	21		—	41		—	9		48		95		12
Receivables from unconsolidated affiliates	(4,800	)	—		—	—	—		—	—		—	—		—		—		—
Due to Interstate Hotels & Resorts	(3,205	)	—		—	—	—		—	—		—	—		—		—		—
Accounts payable, accrued expenses, accrued interest and other liabilities	(16,458	)	(2,980	)	—	—	67		—	(76	)	—	(96	)	(2,700	)	(20	)	(27	)
Due to/from subsidiaries	53,112		36,751		—	—	(509	)	—	(429	)	—	(829	)	726		128		(664	)
Net cash provided by (used in) operating activities	(45,925	)	106,629		—	—	92		—	867		—	5		5,441		563		321
Investing activities:
Acquisition of hotels, net of cash acquired	—		(182,375	)	—	—	—		—	—		—	—		—		—		—
Capital expenditures for property and equipment	(2,622	)	(40,838	)	—	—	(92	)	—	(867	)	—	(5	)	(5,441	)	(563	)	(321	)
Deposit on investment in hotel	(7,500	)	—		—	—	—		—	—		—	—		—		—		—
Proceeds from sales of assets	43,675		8,000		—	—	—		—	—		—	—		—		—		—
Estimated insurance proceeds related to capital expenditures	—		—		—	—	—		—	—		—	—		—		—		—
Decrease (increase) in restricted cash	(16,972	)	616		—	—	—		—	—		—	—		—		—		—
Costs associated with disposition program and other, net	(1,596	)	(341	)	—	—	—		—	—		—	—		—		—		—
Net cash (used in) provided by investing activities	14,985		(214,938	)	—	—	(92	)	—	(867	)	—	(5	)	(5,441	)	(563	)	(321	)
Financing activities:
Prepayments on debt	(85,318	)	—		—	—	—		—	—		—	—		—		—		—
Scheduled payments on debt	(5,600	)	(1,391	)	—	—	—		—	—		—	—		—		—		—
Proceeds from mortgage loans, net of financing costs	—		109,700		—	—	—		—	—		—	—		—		—		—
Proceeds from debt issuance, net of issuance costs	—		—		—	—	—		—	—		—	—		—		—		—
Net borrowings under credit facility revolver, net of financing costs	—		—		—	—	—		—	—		—	—		—		—		—
Distributions to minority investors	(141	)	—		—	—	—		—	—		—	—		—		—		—
Loans to/from subsidiaries	(61,901	)	—		—	—	—		—	—		—	—		—		—		—
Proceeds from OP units issuance, net of issuance costs	72,261		—		—	—	—		—	—		—	—		—		—		—
Purchase of subsidiary partnership interests	(8,690	)	—		—	—	—		—	—		—	—		—		—		—
Repurchase of OP units under employee stock plans	(160	)	—		—	—	—		—	—		—	—		—		—		—
Other	(207	)	—		—	—	—		—	—		—	—		—		—		—
Net cash (used in) provided by financing activities	(89,756	)	108,309		—	—	—		—	—		—	—		—		—		—
Effect of exchange rate changes on cash and cash equivalents	(632	)	—		—	—	—		—	—		—	—		—		—		—
Net (decrease) increase in cash and cash equivalents	(121,328	)	—		—	—	—		—	—		—	—		—		—		—
Cash and cash equivalents, beginning of period	218,645		—		—	—	—		—	—		—	—		—		—		—
Cash and cash equivalents, end of period	97,317		—		—	—	—		—	—		—	—		—		—		—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 7F, LLC		MeriStar Sub 5L, LLC		MeriStar Sub 3C, LLC		MeriStar Sub 5R, LLC	MeriStar Sub 6D, LLC		MeriStar Sub 6E, LLC		MeriStar Sub 4E, L.P.		MeriStar Sub 1B, LLC		MeriStar Sub 5F, L.P.		MeriStar Sub 6G, LLC		MeriStar Sub 8C, LLC		MeriStar Sub 4C, L.P.
Operating activities:
Net (loss) income	422		505		594		—	985		2,934		(461	)	1,220		927		1,843		(61	)	—
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	242		115		533		—	379		1,207		220		368		587		544		—		—
Equity in earnings of consolidated entities	—		—		—		—	—		—		—		—		—		—		—		—
Loss on asset impairments	—		—		—		—	—		—		1,021		—		—		—		—		—
Loss on sale of assets, before tax effect	—		—		—		—	—		—		—		—		—		—		110		—
Loss on early extinguishments of debt	—		—		—		—	—		—		—		—		—		—		—		—
Minority interests	—		—		—		—	—		—		—		—		—		—		—		—
Equity in loss of unconsolidated affiliate	—		—		—		—	—		—		—		—		—		—		—		—
Amortization of unearned stock-based compensation	—		—		—		—	—		—		—		—		—		—		—		—
Deferred income taxes	—		—		—		—	—		—		—		—		—		—		—		—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	—		—		—		—	—		—		—		—		—		—		—		—
Accounts receivable, net	—		—		—		—	7		—		—		—		—		—		—		—
Prepaid expenses and other assets	8		41		11		—	10		45		29		39		89		17		117		—
Receivables from unconsolidated affiliates	—		—		—		—	—		—		—		—		—		—		—		—
Due to Interstate Hotels & Resorts	—		—		—		—	—		—		—		—		—		—		—		—
Accounts payable, accrued expenses, accrued interest and other liabilities	(30	)	87		169		—	(52	)	102		(167	)	(16	)	86		57		306		—
Due to/from subsidiaries	1,246		(367	)	(1,268	)	—	(601	)	(830	)	(590	)	(377	)	2,698		(1,518	)	(6,002	)	—
Net cash provided by (used in) operating activities	1,888		381		39		—	728		3,458		52		1,234		4,387		943		(5,530	)	—
Investing activities:
Acquisition of hotels, net of cash acquired	—		—		—		—	—		—		—		—		—		—		—		—
Capital expenditures for property and equipment	(1,888	)	(381	)	(39	)	—	(728	)	(3,458	)	(52	)	(1,234	)	(4,387	)	(943	)	643		—
Deposit on investment in hotel	—		—		—		—	—		—		—		—		—		—		—		—
Proceeds from sales of assets	—		—		—		—	—		—		—		—		—		—		5,000		—
Estimated insurance proceeds related to capital expenditures	—		—		—		—	—		—		—		—		—		—		—		—
Decrease (increase) in restricted cash	—		—		—		—	—		—		—		—		—		—		—		—
Costs associated with disposition program and other, net	—		—		—		—	—		—		—		—		—		—		(113	)	—
Net cash (used in) provided by investing activities	(1,888	)	(381	)	(39	)	—	(728	)	(3,458	)	(52	)	(1,234	)	(4,387	)	(943	)	5,530		—
Financing activities:
Prepayments on debt	—		—		—		—	—		—		—		—		—		—		—		—
Scheduled payments on debt	—		—		—		—	—		—		—		—		—		—		—		—
Proceeds from mortgage loans, net of financing costs	—		—		—		—	—		—		—		—		—		—		—		—
Proceeds from debt issuance, net of issuance costs	—		—		—		—	—		—		—		—		—		—		—		—
Net borrowings under credit facility revolver, net of financing costs	—		—		—		—	—		—		—		—		—		—		—		—
Distributions to minority investors	—		—		—		—	—		—		—		—		—		—		—		—
Loans to/from subsidiaries	—		—		—		—	—		—		—		—		—		—		—		—
Proceeds from OP units issuance, net of issuance costs	—		—		—		—	—		—		—		—		—		—		—		—
Purchase of subsidiary partnership interests	—		—		—		—	—		—		—		—		—		—		—		—
Repurchase of OP units under employee stock plans	—		—		—		—	—		—		—		—		—		—		—		—
Other	—		—		—		—	—		—		—		—		—		—		—		—
Net cash (used in) provided by financing activities	—		—		—		—	—		—		—		—		—		—		—		—
Effect of exchange rate changes on cash and cash equivalents	—		—		—		—	—		—		—		—		—		—		—		—
Net (decrease) increase in cash and cash equivalents	—		—		—		—	—		—		—		—		—		—		—		—
Cash and cash equivalents, beginning of period	—		—		—		—	—		—		—		—		—		—		—		—
Cash and cash equivalents, end of period	—		—		—		—	—		—		—		—		—		—		—		—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 4H, L.P.		MeriStar Sub 7E, LLC		MeriStar Sub 3D, LLC		MeriStar Sub 1A, LLC		MeriStar Sub 7A Joint Venture		MeriStar Sub 2B, LLC		MeriStar Sub 3A, LLC		MeriStar Sub 4A, LLC		MeriStar Sub 4D, LLC		MeriStar Sub 2A, LLC		MeriStar Sub 6L, LLC		MDV Limited Partnership
Operating activities:
Net (loss) income	(403	)	406		450		(758	)	(732	)	—		89		97		—		—		1,852		186
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	43		478		542		197		121		—		51		—		—		—		—		105
Equity in earnings of consolidated entities	—		—		—		—		—		—		—		—		—		—		—		—
Loss on asset impairments	—		—		—		1,441		1,005		—		—		—		—		—		—		—
Loss on sale of assets, before tax effect	365		—		—		—		55		—		(20	)	45		—		—		(1,827	)	—
Loss on early extinguishments of debt	—		—		—		—		—		—		—		—		—		—		—		—
Minority interests	—		—		—		—		—		—		—		—		—		—		—		—
Equity in loss of unconsolidated affiliate	—		—		—		—		—		—		—		—		—		—		—		—
Amortization of unearned stock-based compensation	—		—		—		—		—		—		—		—		—		—		—		—
Deferred income taxes	—		—		—		—		—		—		—		—		—		—		—		—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	—		—		—		—		—		—		—		—		—		—		—		—
Accounts receivable, net	—		—		—		—		44		2,345		—		—		—		2,002		(178	)	—
Prepaid expenses and other assets	(8	)	11		21		43		1		—		1		(9	)	3		—		15		15
Receivables from unconsolidated affiliates	—		—		—		—		—		—		—		—		—		—		—		—
Due to Interstate Hotels & Resorts	—		—		—		—		—		—		—		—		—		—		—		—
Accounts payable, accrued expenses, accrued interest and other liabilities	(178	)	(32	)	106		52		(150	)	8		(161	)	(342	)	—		8		(25	)	24
Due to/from subsidiaries	(4,747	)	918		(868	)	(719	)	(4,977	)	(2,353	)	(3,157	)	(3,092	)	(3	)	(2,010	)	(12,232	)	(264	)
Net cash provided by (used in) operating activities	(4,928	)	1,781		251		256		(4,633	)	—		(3,197	)	(3,301	)	—		—		(12,395	)	66
Investing activities:
Acquisition of hotels, net of cash acquired	—		—		—		—		—		—		—		—		—		—		—		—
Capital expenditures for property and equipment	469		(1,781	)	(251	)	(256	)	(12	)	—		138		(20	)	—		—		(1,911	)	(66	)
Deposit on investment in hotel	—		—		—		—		—		—		—		—		—		—		—		—
Proceeds from sales of assets	4,650		—		—		—		4,850		—		3,300		3,575		—		—		14,775		—
Estimated insurance proceeds related to capital expenditures	—		—		—		—		—		—		—		—		—		—		—		—
Decrease (increase) in restricted cash	—		—		—		—		—		—		—		—		—		—		—		—
Costs associated with disposition program and other, net	(191	)	—		—		—		(205	)	—		(241	)	(254	)	—		—		(469	)	—
Net cash (used in) provided by investing activities	4,928		(1,781	)	(251	)	(256	)	4,633		—		3,197		3,301		—		—		12,395		(66	)
Financing activities:
Prepayments on debt	—		—		—		—		—		—		—		—		—		—		—		—
Scheduled payments on debt	—		—		—		—		—		—		—		—		—		—		—		—
Proceeds from mortgage loans, net of financing costs	—		—		—		—		—		—		—		—		—		—		—		—
Proceeds from debt issuance, net of issuance costs	—		—		—		—		—		—		—		—		—		—		—		—
Net borrowings under credit facility revolver, net of financing costs	—		—		—		—		—		—		—		—		—		—		—		—
Distributions to minority investors	—		—		—		—		—		—		—		—		—		—		—		—
Loans to/from subsidiaries	—		—		—		—		—		—		—		—		—		—		—		—
Proceeds from OP units issuance, net of issuance costs	—		—		—		—		—		—		—		—		—		—		—		—
Purchase of subsidiary partnership interests	—		—		—		—		—		—		—		—		—		—		—		—
Repurchase of OP units under employee stock plans	—		—		—		—		—		—		—		—		—		—		—		—
Other	—		—		—		—		—		—		—		—		—		—		—		—
Net cash (used in) provided by financing activities	—		—		—		—		—		—		—		—		—		—		—		—
Effect of exchange rate changes on cash and cash equivalents	—		—		—		—		—		—		—		—		—		—		—		—
Net (decrease) increase in cash and cash equivalents	—		—		—		—		—		—		—		—		—		—		—		—
Cash and cash equivalents, beginning of period	—		—		—		—		—		—		—		—		—		—		—		—
Cash and cash equivalents, end of period	—		—		—		—		—		—		—		—		—		—		—		—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 5C, LLC	MeriStar Sub 6J, LLC		MeriStar Sub 1D, LLC		MeriStar Sub 7B, L.P.		MeriStar Sub 7D, LLC		MeriStar Sub 7G, LLC		MeriStar Sub 6B, LLC		MeriStar Sub 4I, L.P.		MeriStar Sub 5D, LLC		MeriStar Sub 5H, LLC		MeriStar Sub 7H, LLC		AGH PSS I, Inc.
Operating activities:
Net (loss) income	—	1,326		1,143		(787	)	2,897		103		399		—		(546	)	—		—		—
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	—	418		1,704		99		1,214		49		335		—		1,089		—		—		—
Equity in earnings of consolidated entities	—	—		—		—		—		—		—		—		—		—		—		—
Loss on asset impairments	—	—		—		—		—		—		—		—		—		—		—		—
Loss on sale of assets, before tax effect	—	—		—		1,035		—		(39	)	—		—		—		—		—		—
Loss on early extinguishments of debt	—	—		—		—		—		—		—		—		—		—		—		—
Minority interests	—	—		—		—		—		—		—		—		—		—		—		—
Equity in loss of unconsolidated affiliate	—	—		—		—		—		—		—		—		—		—		—		—
Amortization of unearned stock-based compensation	—	—		—		—		—		—		—		—		—		—		—		—
Deferred income taxes	—	—		—		—		—		—		—		—		—		—		—		—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	—	—		—		—		—		—		—		—		—		—		—		—
Accounts receivable, net	—	—		—		—		283		—		—		—		—		46		43		—
Prepaid expenses and other assets	—	11		262		1		47		—		7		—		46		1		—		1
Receivables from unconsolidated affiliates	—	—		—		—		—		—		—		—		—		—		—		—
Due to Interstate Hotels & Resorts	—	—		—		—		—		—		—		—		—		—		—		—
Accounts payable, accrued expenses, accrued interest and other liabilities	—	206		335		(1,080	)	84		6		(70	)	61		393		2		—		—
Due to/from subsidiaries	—	(1,600	)	(2,941	)	(4,074	)	(2,205	)	(2,020	)	215		(61	)	(780	)	(49	)	(43	)	(1	)
Net cash provided by (used in) operating activities	—	361		503		(4,806	)	2,320		(1,901	)	886		—		202		—		—		—
Investing activities:
Acquisition of hotels, net of cash acquired	—	—		—		—		—		—		—		—		—		—		—		—
Capital expenditures for property and equipment	—	(361	)	(503	)	711		(2,320	)	(38	)	(886	)	—		(202	)	—		—		—
Deposit on investment in hotel	—	—		—		—		—		—		—		—		—		—		—		—
Proceeds from sales of assets	—	—		—		4,500		—		2,300		—		—		—		—		—		—
Estimated insurance proceeds related to capital expenditures	—	—		—		—		—		—		—		—		—		—		—		—
Decrease (increase) in restricted cash	—	—		—		—		—		—		—		—		—		—		—		—
Costs associated with disposition program and other, net	—	—		—		(405	)	—		(361	)	—		—		—		—		—		—
Net cash (used in) provided by investing activities	—	(361	)	(503	)	4,806		(2,320	)	1,901		(886	)	—		(202	)	—		—		—
Financing activities:
Prepayments on debt	—	—		—		—		—		—		—		—		—		—		—		—
Scheduled payments on debt	—	—		—		—		—		—		—		—		—		—		—		—
Proceeds from mortgage loans, net of financing costs	—	—		—		—		—		—		—		—		—		—		—		—
Proceeds from debt issuance, net of issuance costs	—	—		—		—		—		—		—		—		—		—		—		—
Net borrowings under credit facility revolver, net of financing costs	—	—		—		—		—		—		—		—		—		—		—		—
Distributions to minority investors	—	—		—		—		—		—		—		—		—		—		—		—
Loans to/from subsidiaries	—	—		—		—		—		—		—		—		—		—		—		—
Proceeds from OP units issuance, net of issuance costs	—	—		—		—		—		—		—		—		—		—		—		—
Purchase of subsidiary partnership interests	—	—		—		—		—		—		—		—		—		—		—		—
Repurchase of OP units under employee stock plans	—	—		—		—		—		—		—		—		—		—		—		—
Other	—	—		—		—		—		—		—		—		—		—		—		—
Net cash (used in) provided by financing activities	—	—		—		—		—		—		—		—		—		—		—		—
Effect of exchange rate changes on cash and cash equivalents	—	—		—		—		—		—		—		—		—		—		—		—
Net (decrease) increase in cash and cash equivalents	—	—		—		—		—		—		—		—		—		—		—		—
Cash and cash equivalents, beginning of period	—	—		—		—		—		—		—		—		—		—		—		—
Cash and cash equivalents, end of period	—	—		—		—		—		—		—		—		—		—		—		—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 2D, LLC		MeriStar Sub 4F, L.P.		MeriStar Sub 5K, LLC		MeriStar Sub 5M, LLC		MeriStar Sub 1E, LLC		MeriStar Sub 5O, LLC		MeriStar Sub 4B, L.P.		MeriStar Sub 2C, LLC		MeriStar Sub 4G, L.P.		MeriStar Sub 3B, LLC		MeriStar Sub 5G, L.P.		MeriStar Sub 5P, LLC
Operating activities:
Net (loss) income	—		382		451		592		—		293		(217	)	(3,242	)	(168	)	—		1,952		579
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	—		828		972		356		—		172		—		—		333		—		4,744		3
Equity in earnings of consolidated entities	—		—		—		—		—		—		—		—		—		—		—		—
Loss on asset impairments	—		—		—		—		—		—		—		903		981		—		—		—
Loss on sale of assets, before tax effect	—		—		—		—		—		—		215		2,210		—		—		—		—
Loss on early extinguishments of debt	—		—		—		—		—		—		—		—		—		—		—		—
Minority interests	—		—		—		—		—		—		—		—		—		—		—		—
Equity in loss of unconsolidated affiliate	—		—		—		—		—		—		—		—		—		—		—		—
Amortization of unearned stock-based compensation	—		—		—		—		—		—		—		—		—		—		—		—
Deferred income taxes	—		—		—		—		—		—		—		—		—		—		—		—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	—		—		—		—		—		—		—		—		—		—		—		—
Accounts receivable, net	1,166		—		—		—		198		—		—		(6	)	—		—		—		—
Prepaid expenses and other assets	—		18		92		54		(1	)	19		(4	)	(232	)	115		(3	)	47		5
Receivables from unconsolidated affiliates	—		—		—		—		—		—		—		—		—		—		—		—
Due to Interstate Hotels & Resorts	—		—		—		—		—		—		—		—		—		—		—		—
Accounts payable, accrued expenses, accrued interest and other liabilities	1		(116	)	(1,419	)	147		(14	)	65		(410	)	(293	)	(229	)	—		89		—
Due to/from subsidiaries	(1,167	)	901		421		(980	)	(183	)	(383	)	(6,742	)	12,076		(1,241	)	3		(1,150	)	(587	)
Net cash provided by (used in) operating activities	—		2,013		517		169		—		166		(7,158	)	11,416		(209	)	—		5,682		—
Investing activities:
Acquisition of hotels, net of cash acquired	—		—		—		—		—		—		—		—		—		—		—		—
Capital expenditures for property and equipment	—		(2,013	)	(517	)	(169	)	—		(166	)	140		573		209		—		(5,682	)	—
Deposit on investment in hotel	—		—		—		—		—		—		—		—		—		—		—		—
Proceeds from sales of assets	—		—		—		—		—		—		7,500		8,398		—		—		—		—
Estimated insurance proceeds related to capital expenditures	—		—		—		—		—		—		—		—		—		—		—		—
Decrease (increase) in restricted cash	—		—		—		—		—		—		—		—		—		—		—		—
Costs associated with disposition program and other, net	—		—		—		—		—		—		(482	)	(656	)	—		—		—		—
Net cash (used in) provided by investing activities	—		(2,013	)	(517	)	(169	)	—		(166	)	7,158		8,315		209		—		(5,682	)	—
Financing activities:
Prepayments on debt	—		—		—		—		—		—		—		(19,731	)	—		—		—		—
Scheduled payments on debt	—		—		—		—		—		—		—		—		—		—		—		—
Proceeds from mortgage loans, net of financing costs	—		—		—		—		—		—		—		—		—		—		—		—
Proceeds from debt issuance, net of issuance costs	—		—		—		—		—		—		—		—		—		—		—		—
Net borrowings under credit facility revolver, net of financing costs	—		—		—		—		—		—		—		—		—		—		—		—
Distributions to minority investors	—		—		—		—		—		—		—		—		—		—		—		—
Loans to/from subsidiaries	—		—		—		—		—		—		—		—		—		—		—		—
Proceeds from OP units issuance, net of issuance costs	—		—		—		—		—		—		—		—		—		—		—		—
Purchase of subsidiary partnership interests	—		—		—		—		—		—		—		—		—		—		—		—
Repurchase of OP units under employee stock plans	—		—		—		—		—		—		—		—		—		—		—		—
Other	—		—		—		—		—		—		—		—		—		—		—		—
Net cash (used in) provided by financing activities	—		—		—		—		—		—		—		(19,731	)	—		—		—		—
Effect of exchange rate changes on cash and cash equivalents	—		—		—		—		—		—		—		—		—		—		—		—
Net (decrease) increase in cash and cash equivalents	—		—		—		—		—		—		—		—		—		—		—		—
Cash and cash equivalents, beginning of period	—		—		—		—		—		—		—		—		—		—		—		—
Cash and cash equivalents, end of period	—		—		—		—		—		—		—		—		—		—		—		—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 5J, LLC		MeriStar Sub 5Q, LLC		MeriStar Sub 5A, LLC		MeriStar Sub 8D, LLC		MeriStar Sub 4J, LLC		MeriStar Sub 6K, LLC	MeriStar Sub 5E, LLC	MeriStar Sub 6I, LLC	MeriStar Sub 5I, LLC	CapStar Cherry Hill Company, LLC	Meristar Acquisition Company, LLC	MeriStar Sub 6A, LLC
Operating activities:
Net (loss) income	912		669		1,114		143		763		—	—	—	—	—	—	—
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	4,232		441		798		—		948		—	—	—	—	—	—	—
Equity in earnings of consolidated entities	—		—		—		—		—		—	—	—	—	—	—	—
Loss on asset impairments	—		—		—		—		—		—	—	—	—	—	—	—
Loss on sale of assets, before tax effect	—		—		—		899		—		—	—	—	—	—	—	—
Loss on early extinguishments of debt	—		—		—		—		—		—	—	—	—	—	—	—
Minority interests	—		—		—		—		—		—	—	—	—	—	—	—
Equity in loss of unconsolidated affiliate	—		—		—		—		—		—	—	—	—	—	—	—
Amortization of unearned stock-based compensation	—		—		—		—		—		—	—	—	—	—	—	—
Deferred income taxes	—		—		—		—		—		—	—	—	—	—	—	—
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	—		—		—		—		—		—	—	—	—	—	—	—
Accounts receivable, net	—		—		—		(359	)	(5	)	—	—	—	—	—	—	—
Prepaid expenses and other assets	278		65		38		14		24		—	—	—	—	—	—	—
Receivables from unconsolidated affiliates	—		—		—		—		—		—	—	—	—	—	—	—
Due to Interstate Hotels & Resorts	—		—		—		—		—		—	—	—	—	—	—	—
Accounts payable, accrued expenses, accrued interest and other liabilities	761		260		740		183		144		—	—	—	—	—	—	—
Due to/from subsidiaries	(1,439	)	(994	)	(1,702	)	(9,977	)	(79	)	—	—	—	—	—	—	—
Net cash provided by (used in) operating activities	4,744		441		988		(9,097	)	1,795		—	—	—	—	—	—	—
Investing activities:
Acquisition of hotels, net of cash acquired	—		—		—		—		—		—	—	—	—	—	—	—
Capital expenditures for property and equipment	(4,744	)	(441	)	(988	)	636		(1,795	)	—	—	—	—	—	—	—
Deposit on investment in hotel	—		—		—		—		—		—	—	—	—	—	—	—
Proceeds from sales of assets	—		—		—		8,800		—		—	—	—	—	—	—	—
Estimated insurance proceeds related to capital expenditures	—		—		—		—		—		—	—	—	—	—	—	—
Decrease (increase) in restricted cash	—		—		—		—		—		—	—	—	—	—	—	—
Costs associated with disposition program and other, net	—		—		—		(339	)	—		—	—	—	—	—	—	—
Net cash (used in) provided by investing activities	(4,744	)	(441	)	(988	)	9,097		(1,795	)	—	—	—	—	—	—	—
Financing activities:
Prepayments on debt	—		—		—		—		—		—	—	—	—	—	—	—
Scheduled payments on debt	—		—		—		—		—		—	—	—	—	—	—	—
Proceeds from mortgage loans, net of financing costs	—		—		—		—		—		—	—	—	—	—	—	—
Proceeds from debt issuance, net of issuance costs	—		—		—		—		—		—	—	—	—	—	—	—
Net borrowings under credit facility revolver, net of financing costs	—		—		—		—		—		—	—	—	—	—	—	—
Distributions to minority investors	—		—		—		—		—		—	—	—	—	—	—	—
Loans to/from subsidiaries	—		—		—		—		—		—	—	—	—	—	—	—
Proceeds from OP units issuance, net of issuance costs	—		—		—		—		—		—	—	—	—	—	—	—
Purchase of subsidiary partnership interests	—		—		—		—		—		—	—	—	—	—	—	—
Repurchase of OP units under employee stock plans	—		—		—		—		—		—	—	—	—	—	—	—
Other	—		—		—		—		—		—	—	—	—	—	—	—
Net cash (used in) provided by financing activities	—		—		—		—		—		—	—	—	—	—	—	—
Effect of exchange rate changes on cash and cash equivalents	—		—		—		—		—		—	—	—	—	—	—	—
Net (decrease) increase in cash and cash equivalents	—		—		—		—		—		—	—	—	—	—	—	—
Cash and cash equivalents, beginning of period	—		—		—		—		—		—	—	—	—	—	—	—
Cash and cash equivalents, end of period	—		—		—		—		—		—	—	—	—	—	—	—

MeriStar Hospitality Operating Partnership, L.P.

Consolidating Statement of Cash Flows

Nine months ended September 30, 2004 Unaudited

(Dollars in thousands)

	MeriStar Sub 6F, LLC	MeriStar Hotel Lessee, Inc.		Guarantor Subsidiaries Total		Eliminations		Total Consolidated
Operating activities:
Net (loss) income	—	(54,427	)	(28,453	)	2,243		(80,475	)
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization	—	98		28,936		—		77,983
Equity in earnings of consolidated entities	—	—		—		(2,243	)	—
Loss on asset impairments	—	—		5,351		—		10,022
Loss on sale of assets, before tax effect	—	11,533		14,581		—		13,762
Loss on early extinguishments of debt	—	—		—		—		7,903
Minority interests	—	—		—		—		(65	)
Equity in loss of unconsolidated affiliate	—			—				—
Amortization of unearned stock-based compensation	—	—		—		—		(3,845	)
Deferred income taxes	—	—		—		—		(357	)
Changes in operating assets and liabilities:
Insurance claim receivable, less capital expenditure proceeds	—	—		—		—		(3,071	)
Accounts receivable, net	—	(609	)	4,977		6,612		8,342
Prepaid expenses and other assets	—	7,266		8,896		—		8,985
Receivables from unconsolidated affiliates	—	—		—		—		(4,800	)
Due to Interstate Hotels & Resorts	—	(5,853	)	(5,853	)	—		(9,058	)
Accounts payable, accrued expenses, accrued interest and other liabilities	—	9,722		6,568		(6,612	)	(19,482	)
Due to/from subsidiaries	—	(20,391	)	(89,863	)	—		—
Net cash provided by (used in) operating activities	—	(52,661	)	(54,860	)	—		5,844
Investing activities:
Acquisition of hotels, net of cash acquired	—	—		—		—		(182,375	)
Capital expenditures for property and equipment	—	(170	)	(42,172	)	—		(85,632	)
Deposit on investment in hotel	—	—		—		—		(7,500	)
Proceeds from sales of assets	—	—		67,648		—		119,323
Estimated insurance proceeds related to capital expenditures	—	—		—		—		—
Decrease (increase) in restricted cash	—	(831	)	(831	)	—		(17,187	)
Costs associated with disposition program and other, net	—	—		(3,716	)	—		(5,653	)
Net cash (used in) provided by investing activities	—	(1,001	)	20,929		—		(179,024	)
Financing activities:
Prepayments on debt	—	—		(19,731	)	—		(105,049	)
Scheduled payments on debt	—	—		—		—		(6,991	)
Proceeds from mortgage loans, net of financing costs	—	—		—		—		109,700
Proceeds from debt issuance, net of issuance costs	—	—		—		—		—
Net borrowings under credit facility revolver, net of financing costs	—	—		—		—		—
Distributions to minority investors	—	—		—		—		(141	)
Loans to/from subsidiaries	—	61,901		61,901		—		—
Proceeds from OP units issuance, net of issuance costs	—	—		—		—		72,261
Purchase of subsidiary partnership interests	—	—		—		—		(8,690	)
Repurchase of OP units under employee stock plans	—	—		—		—		(160	)
Other	—	—		—		—		(207	)
Net cash (used in) provided by financing activities	—	61,901		42,170		—		60,723
Effect of exchange rate changes on cash and cash equivalents	—	—		—		—		(632	)
Net (decrease) increase in cash and cash equivalents	—	8,239		8,239		—		(113,089	)
Cash and cash equivalents, beginning of period	—	12,231		12,231		—		230,876
Cash and cash equivalents, end of period	—	20,470		20,470		—		117,787