FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

Dated as of July 10, 2009

Among

INTERSTATE OPERATING COMPANY, LP,

as the Borrower ,

BANK OF AMERICA, N.A.,

as the Administrative Agent ,

BANC OF AMERICA SECURITIES LLC

as Sole Lead Arranger and Sole Book Runner ,

and

VARIOUS LENDERS

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EXHIBITS:

SCHEDULES:

FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

      THIS FIRST AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (as the same may be, from time to time, further amended, restated, supplemented or modified, this “ Agreement ”), dated as of July 10, 2009, is among INTERSTATE OPERATING COMPANY, LP, a Delaware limited partnership (the “ Borrower ”), BANK OF AMERICA, N.A. (the “ Administrative Agent ”) and the Lenders (as defined below).

PRELIMINARY STATEMENTS:

      WHEREAS , the Borrower is a party to the Existing Credit Facility (as defined herein);

      WHEREAS , the Borrower has requested that the Lenders amend and restate the Existing Credit Facility;

      WHEREAS , the Lenders are willing to do so on the terms and conditions set forth herein;

      WHEREAS , this Agreement is an amendment and restatement of the Existing Credit Facility, all documents, instruments or agreements creating security interests or liens in favor of the “Administrative Agent” or “Lenders” as defined in the Existing Credit Facility and securing the obligations thereunder continue to secure the Obligations under this Agreement (though Bank of America, N.A. shall constitute a successor to Lehman Commercial Paper Inc. for purposes of determining the identity of the Administrative Agent referenced in such documents), this amendment and restatement does not represent a novation with respect to the “Obligations” under the Existing Credit Facility and the outstanding balance of the obligations under the Existing Credit Facility remain outstanding and constitute Obligations hereunder (though some of such obligations have been converted from revolving credit obligations to Term Advances);

      WHEREAS, effective upon the Effective Date (and subject to the other terms and conditions set forth herein) (a) Lehman Commercial Paper Inc. is resigning as Administrative Agent under the Existing Credit Facility and the other Credit Documents and is assigning to Bank of America, N.A. (and Bank of America, N.A. is assuming from Lehman Commercial Paper Inc.), all of Lehman Commercial Paper Inc.’s rights and obligations as Administrative Agent hereunder and under the other Credit Documents and (b) Lehman Brothers Inc. is resigning as Sole Lead Arranger and Sole Book Manager under the Existing Credit Facility and is assigning to Banc of America Securities LLC (and Banc of America Securities LLC is assuming from Lehman Brothers, Inc.) all of Lehman Brothers, Inc.’s rights and obligations as Sole Lead Arranger and Sole Book Manager hereunder;

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and 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):

     “ Acceptable Lien ” means a Lien which (a) exists in favor of the Administrative Agent for its benefit and the ratable benefit of the Lenders, (b) secures the Obligations and (c) is perfected and enforceable against all Persons in preference to any rights of any Person in the property encumbered thereby and superior to all other Liens except for Permitted Encumbrances; provided that the Lien on any Ownership Interests in an Unconsolidated Entity may be subordinate to the Liens securing any Indebtedness of such Unconsolidated Entity.

     “ Accession Agreement ” means an Accession Agreement in the form attached respectively to the Guaranty, Environmental Indemnity and Security Agreement as Annex 1 thereto, which agreement causes the Person

executing and delivering the same to the Administrative Agent to become a party, respectively, to the Guaranty, Environmental Indemnity and Security Agreement.

     “ Act ” has the meaning set forth in Section 10.20.

     “ ADA ” means the Americans with Disabilities Act, 42 U.S.C. §§ 12101, et seq., as amended from time to time, or any successor statute.

     “ Adjusted Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the Eurodollar Rate plus 1.0%.  “Prime Rate” means the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.”  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

     “ Adjusted Base Rate Advance ” means an Advance which bears interest as provided in Section 2.06(a)(i).

     “ Adjusted Net Worth ” means, for the Parent as of any date, the sum of (a) the Parent’s Net Worth on such date plus (b) the minority interest reflected as a liability on the Parent’s balance sheet on such date determined in accordance with GAAP (excluding that portion of the minority interest attributable to Ownership Interests in any Subsidiary of the Borrower which is not a Guarantor).

     “ Administrative Agent ” means Bank of America, N.A., in its capacity as Administrative Agent for the Lenders pursuant to Article IX and any successor Administrative Agent appointed pursuant to Section 9.09.

     “ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit B or any other form approved by the Administrative Agent.

     “ Advance ” means a Revolving Advance, a Term Advance or a PIK Accrual 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.

     “ Aggregate Facility Amount ” means, as of any date, an amount equal to (a) the Revolving Exposure plus the then-unfunded Revolving Commitments; plus (b) the then-outstanding amount of Term Advances; plus (c) the then-outstanding amount of the PIK Obligations.

     “ Agreement ” has the meaning given such term in the initial paragraph of this agreement.

     “ 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 Margin ” means, (a) with respect to any Advance at any date, the applicable percentage per annum set forth below under the column for such Class and Type of Advance, and (b) with respect to the letter of credit fee payable under Section 2.03(b) at any date, the applicable percentage per annum set forth below under the

column for Eurodollar Rate Advances (in each case, subject to adjustment in connection with the continuance of any Rate Increase Period as outlined below):

     “ 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 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 who is otherwise satisfactory to the Administrative Agent.

     “ Approved Annual Budget ” means the Effective Date Budget and each annual budget of the Borrower and its Subsidiaries that is approved by the Administrative Agent pursuant to and in accordance with the terms of Section 5.14(a), in each case as the same may be revised or updated pursuant to the terms of Section 5.14(b).

     “ Approved Inter-Company Indebtedness ” means the Indebtedness described on Schedule 1.01(a) or Indebtedness in an amount not to exceed $16,000,000 entered into between the Borrower and a wholly-owned Foreign Subsidiary subject to the Borrower’s corporate organizational plans that have been approved by the Administrative Agent (in its reasonable discretion), which Indebtedness is, in each case (a) in the amount set forth on such Schedule 1.01(a), (b) unsecured, (c) subordinated to the Obligations in a manner acceptable to the Administrative Agent, and (d) Collateral.

     “ Approved Inter-Company Indebtedness Loan Documents ” means the documents described on Schedule 1.01(a), together with any additional promissory notes or other documents evidencing Approved Inter-Company Indebtedness.

     “ Arlington Property ” means the Arlington Hilton in Arlington, Texas.

     “ Arranger ” means Banc of America Securities LLC, together with its successors and assigns in such capacity.

     “ Asset Disposition ” means any conveyance, exchange, transfer, assignment, or condemnation of any Investment or Non-Replaced Property by the Borrower, a Guarantor or any Subsidiary to a Person other than the Borrower or a Guarantor; provided , however , that (a) the termination of any Permitted Property Agreement or similar agreement shall not constitute an Asset Disposition and (b) the conveyance, exchange or transfer or any real property interests held by a wholly-owned Subsidiary of the Borrower to another wholly-owned Subsidiary of the Borrower in connection with the consummation of a mortgage financing otherwise permitted hereunder shall not constitute an Asset Disposition.

     “ Assignment and Assumption ” means an assignment and assumption 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 of Leases ” means an assignment of leases, rents and security deposits executed by the Borrower or any Guarantor to secure the Obligations, each in form reasonably approved by the Administrative Agent with such modifications as may be necessary and appropriate in the opinion of counsel to the Administrative Agent to comply with the state law of the filing jurisdiction and as may be reasonably satisfactory to the Administrative Agent, as the same may be amended or terminated in accordance with its terms.

     “ Beverage Entity ” means any Subsidiary or Unconsolidated Entity of the Parent for which substantially all of such Person’s Property is directly related to the sale of beverages at a Hospitality Property, and “ Beverage Entities ” means all such Persons.

     “ Borrower ” means Interstate Operating Company, LP, a Delaware limited partnership.

     “ Borrowing ” means a borrowing consisting of simultaneous Advances of the same Type (a) made by each Lender pursuant to Section 2.01(a) or 2.01(b) or accrued as a PIK Accrual Advance pursuant to Section 2.01(c) or (b) Converted by each Lender to Advances of a different Type pursuant to Section 2.02(b).

     “ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Administrative Agent’s office is located or in New York City, New York and, if such day relates to any Eurodollar Rate Advance (or any other calculation based on the Eurodollar Rate), means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

     “ Capital Expenditure ” means any payment made directly or indirectly for the purpose of acquiring or constructing fixed assets, real property, improvements, equipment, or other personal property, or for replacements or substitutions therefore or additions thereto, which in 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 Capital Lease, but excluding repairs or maintenance of any Hospitality Property in the normal and ordinary course of business in keeping with the past practices of the Borrower or the Parent.

     “ Capital 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.

     “ Capitalization Event ” means any sale or issuance by the Parent or any of its Subsidiaries of equity securities except for (a) the issuance of the Borrower’s limited partnership interests in accordance with the provisions of Section 6.05(e)(ii), (b) the issuance by the Parent of equity securities within 90 days after the Effective Date and (c) the sale or issuance by the Parent of any of its equity securities pursuant to the exercise of options granted pursuant to the Parent’s stock option plans for employees and directors.

     “ Capitalized Lease Obligations ” means, as to any Person, the capitalized amount of all obligations of such Person or any of its Subsidiaries under any Capital Lease, as determined on a consolidated basis in conformity with GAAP.

     “ Cash Collateral Account ” means a special cash collateral account containing cash deposited pursuant to the terms of this Agreement to be maintained at the Administrative Agent’s office in accordance with Section 8.04.

     “ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 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 (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 Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) 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.

     “ Class ” has the meaning set forth in Section 1.04.

     “ Code ” means the Internal Revenue Code of 1986, as amended, and any successor statute.

     “ Collateral ” means all of the Parent’s and its Subsidiaries’ interests in the following, whether owned on or acquired after the Effective Date: (a) the Ownership Interests of all existing Subsidiaries and Unconsolidated Entities of the Parent and the Borrower and any future Material Subsidiary or Material Unconsolidated Entity except for (i) the Ownership Interests in Beverage Entities and (ii) the Ownership Interests in Excepted Foreign Subsidiaries (the Ownership Interests required to be Collateral pursuant to this definition being referred to herein as the “ Ownership Interests Collateral ”), (b) the rights to receive payments for its account (including the right to receive termination payments) under all Permitted Property Agreements, (c) Owned Hospitality Properties, (d) the Approved Inter-Company Indebtedness and the Approved Inter-Company Indebtedness Loan Documents, and (e) any other collateral described in the Security Agreement or other Security Documents; provided that the pledge of such Property is not prohibited by the terms of (i) Permitted Property Agreements, joint venture agreements, organizational documents and other contractual arrangements to which the Borrower or a Subsidiary is a party and which are in effect on the Effective Date, in each case as approved by the Administrative Agent; (ii) with respect to any Ownership Interests in or Property of a Permitted Other Subsidiary, the loan documentation for any Permitted Other Indebtedness incurred by such Permitted Other Subsidiary; and (iii) with respect to any Ownership Interests in an Unconsolidated Entity, the loan documentation for Indebtedness incurred by such Unconsolidated Entity or joint venture agreements or other contractual arrangements for such Unconsolidated Entity; provided that if at any time such prohibition no longer exists with respect to any Property, such Property shall be pledged and/or mortgaged as Collateral pursuant to Sections 5.09 and 5.10. The Ownership Interests which cannot be pledged as of the date of this Agreement are those certain Ownership Interests designated in Schedule 1.01(b) as Non-Pledgable.

     “ Columbia Property ” means the Sheraton Columbia Hotel in Columbia, Maryland.

     “ Commitment ” means, as to any Lender, its Revolving Commitment and its Term Commitment.

     “ Compliance Certificate ” means a certificate of the Borrower setting forth detailed calculations of the financial covenants set forth herein, a calculation of whether a Rate Increase Period is then-continuing and detailed calculations of the Borrower’s Leverage Ratio and Adjusted Net Worth, 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.

     “ Control Investment Affiliate ”: means, with respect to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

     “ 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 or businesses (whether or not incorporated) under common control which, together with the Borrower or any Guarantor, 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 ” means this Agreement, the Notes, the Guaranties, the Environmental Indemnities, the Security Documents, the Fee Letter, and each other agreement, instrument or document executed by the Borrower or any of its Subsidiaries at any time in connection with this Agreement.

     “ Currency Agreements ” means all swaps, caps or collar agreements or similar arrangements providing for protection against fluctuations in currency exchange rates, either generally or under specific contingencies.

     “ Current Pay Interest ” means interest that accrues from time to time pursuant to Section 2.06(a) hereof.

     “ Customary Management Agreement ” means a management agreement for a Hospitality Property by and between a Person, as owner, and Borrower or Parent’s Subsidiary or Unconsolidated Entity, as manager, which (a) has a term and early termination payment provisions, if any, which are reasonable based upon the amount of any Investment made to obtain such management agreement and (b) is in substantially the form of an Existing Management Agreement, a form which does not include materially adverse provisions which are not customary for management agreements of Hospitality Properties or such other form as is approved by the Administrative Agent in writing (which approval shall not be unreasonably withheld).

     “ Customary Participating Lease ” means a lease (except for a Ground Lease) for a Hospitality Property by and between a Person, as lessor, and Borrower or Parent’s Subsidiary, as lessee, which (a) has expected economics and a term and early termination payment provisions which are reasonable based upon the amount of any Investment made to obtain such lease and (b) are in a form which does not include materially adverse provisions which are not customary for participating leases of Hospitality Properties or such other form as is approved by the Administrative Agent in writing (which approval shall not be unreasonably withheld).

     “ Customary Property Agreement ” means a Customary Management Agreement or a Customary Participating Lease, and “ Customary Property Agreements ” means all such agreements and leases.

     “ Debt Service Coverage Ratio ” means, as of the end of any Rolling Period, a ratio of (a) the Parent’s EBITDA to (b) the sum of (i) the Parent’s Interest Expense, for such Rolling Period and (ii) scheduled payments made during such period on account of principal of Indebtedness of the Parent and its Subsidiaries (other than (A) principal payments required pursuant to the terms hereof, (B) payments made under the Existing Credit Facility and (C) balloon payments of principal due upon the stated maturity of any such Indebtedness or similar principal payment which repays or discharges such Indebtedness in full).

     “ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally

     “ 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.

     “ Defaulting Lender ” means any Lender that, as of any date on or following the Effective Date hereof: (a) fails to fund any portion of the Advances or participations in Letter of Credit Obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured or is the subject of a good faith dispute or (b) fails to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured.

     “ Dollar Equivalent ” means the equivalent in another currency of an amount in Dollars to be determined by reference to the rate of exchange quoted by Bank of America, N.A. at 10:00 a.m. (New York City 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 “Operations Contact” for Adjusted Base Rate Advances in the Administrative 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.

     “ Domestic Subsidiary ” means any Subsidiary of the Borrower that is organized under the laws of any political subdivision of the United States.

     “ EBITDA ” means for any Person or Hospitality 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 Hospitality Property, as applicable, for such period plus (b) to the extent deducted in determining Net Income, interest expense, income taxes, depreciation, and amortization, 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 Borrower not owned (directly or indirectly) by the Parent; provided that, to the extent included in determining Net Income, the EBITDA from any Unconsolidated Entity or Minority-Owned Fund (but not the EBITDA from any Permitted Property Agreement with such Person to the extent such EBITDA is attributable to the ownership interest of the Borrower or one of its Subsidiaries in such Unconsolidated Entity or Minority-Owned Fund) shall be excluded from the calculation of EBITDA.

     “ Effective Date ” means the date all of the conditions precedent set forth in Section 3.01 have been satisfied.

     “ Effective Date Budget ” has the meaning assigned to such term in Section 3.01(l).

     “ Eligible Assignee ” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933) and which extends credit or buys loans as one of its businesses; provided that no Affiliate of Parent shall be an Eligible Assignee.

     “ Engineering Report ” means with respect to any Owned Hospitality Property, an engineering report which (a) is prepared for, or is accompanied by a reliance letter 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 three (3) months of the date of acquisition of such Owned Hospitality Property, and (d) reflects no material concerns pertaining to the physical condition of the Owned Hospitality Property, including without limitation the structural, electrical, plumbing, mechanical and other essential components of the Owned Hospitality Property other than such concerns as may be addressed by a renovation or repair plan reasonably satisfactory to the Administrative Agent.

     “ Environment ” or “ Environmental ” shall have the respective meanings set forth in 42 U.S.C. ‘9601(8), as amended.

     “ 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 Indemnity ” means one or more environmental indemnity agreements in substantially the form of the attached Exhibit E executed or to be executed by the Borrower, the Parent and all Guarantors, the affirmation and amendment thereof entered into by the parties to such agreement(s) as of the Effective Date in substantially the form of the attached Exhibit E-2, and any future environmental indemnities executed in connection with any Hospitality Property, as any of such environmental indemnities may be amended hereafter in accordance with the terms of such agreements.

     “ 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 any Owned Hospitality Property, an environmental report which (a) is prepared for, or is accompanied by a reliance letter 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 three (3) months of the date of acquisition of such Owned Hospitality Property, and (d) certifies to the Administrative Agent and the Lenders that the Owned Hospitality Property and the soil and the groundwater thereunder do not contain Hazardous Substances except for Permitted Hazardous Substances.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “ Eurodollar Base Rate ” has the meaning assigned to such term in the definition of the term “Eurodollar Rate.”

     “ Eurodollar Lending Office ” means, with respect to any Lender, the office or offices of such Lender specified as its “Operations Contact” for each type of Eurodollar Rate Advance in the Administrative 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 for each type of Eurodollar Rate Advance.

     “ Eurodollar Rate ” means, with respect to each day during each Interest Period (which shall be deemed to be one day for purposes of clause (c) of the definition of “Adjusted Base Rate” and for all calculations of interest related to the Accrued PIK Advances), a rate per annum determined for such day in an amount equal to the greater of (a) two percent (2.0%) and (b) the per annum rate calculated in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

Eurodollar Base Rate

     Where,

     “ Eurodollar Base Rate ” means:

     (i) For any Interest Period with respect to a Eurodollar Rate Advance other than as set forth in items (ii) and (iii) below, the rate per annum equal to (A) the British Bankers Association LIBOR Rate as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) (“BBA LIBOR”), at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (B) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

     (ii) For any interest rate calculation with respect to the calculation of Adjusted Base Rate, the rate per annum equal to (A) BBA LIBOR, at approximately 11:00 a.m., London time on the date of determination (provided that if such day is not a London Business Day, the next preceding London Business Day) for Dollar deposits being delivered in the London interbank

market for a term of one month commencing that day or (B) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made, continued or converted by Bank of America and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.

     (iii) For any calculation of the Eurodollar Rate with respect to Accrued PIK Advances, the rate per annum equal to (A) BBA LIBOR, at approximately 11:00 a.m., London time on the first London Business Day of the then-current calendar month for Dollar deposits being delivered in the London interbank market for a term of one month commencing on such day or (B) if such published rate is not available at such time for any reason, the rate determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first London Business Day of the then-current calendar month in same day funds in the approximate amount of the PIK Obligations and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.

     “ Eurodollar Reserve Requirement ” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Advance shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

     “ Eurodollar Rate Advance ” means an Advance which bears interest as provided in Section 2.06(a)(ii).

     “ Eurodollar Reserve Requirement ” has the meaning assigned to such term in the definition of the term “Eurodollar Rate.”

     “ Event of Default ” has the meaning set forth in Section 8.01.

     “ Excepted Foreign Subsidiary ” means any Subsidiary of the Borrower or the Parent which is a Foreign Subsidiary, which is wholly-owned (directly) by another wholly-owned (directly or indirectly) Foreign Subsidiary of the Borrower or the Parent and which is required, pursuant to its organizational documents or contractual arrangements with its parent, to upstream all of its net cash flow to its parent; provided , that, for purposes of clarification, a Foreign Subsidiary of the Borrower or Parent which is not owned by another Foreign Subsidiary of the Borrower or Parent shall not, in any case, constitute an Excepted Foreign Subsidiary.

     “ Excess Free Cash Flow ” means, for any period,

     (a) EBITDA of the Parent and its Subsidiaries for such period, plus

     (b) in each case to the extent such amount has not already been added to EBITDA as part of Net Income, all Net Cash Proceeds received by the Parent or any of its Subsidiaries from or with respect to any Repayment Event, less

     (c) cash interest payments of the Parent and its Subsidiaries for such period, less

     (d) cash taxes paid by the Parent and its Subsidiaries for such period, less

     (e) amounts paid during such period with respect to Investments permitted hereunder; less

     (f) amounts paid during such period with respect to unfinanced Capital Expenditures (to the extent the same do not exceed the amount provided for in the most-recent Approved Budget), less

     (g) refinancing fees and expenses paid in cash with respect to Permitted New Indebtedness, less

     (h) the amount of:

     (i)  all principal amortization payments made by the Parent and its Subsidiaries during such period with respect to the Obligations,

     (ii) all mandatory principal prepayments on Indebtedness made by the Parent and its Subsidiaries during such period, and

     (iii) the amount of non-voluntary scheduled fixed principal payments made by the Parent and its Subsidiaries during such period with respect to Indebtedness not evidenced by the Loan Documents.

     “ Exchange Act ” means the Securities Exchange Act of 1934, 15 U.S.C., as amended, and the rules and regulations promulgated thereunder.

     “ Existing Credit Facility ” means the Senior Secured Credit Agreement dated as of March 9, 2007 among the Borrower, Lehman Commercial Paper Inc., as administrative agent, and the lenders from time to time party thereto, as amended by that certain Amendment No. 1 dated as of May 24, 2007, that certain Amendment No. 2 dated as of July 2, 2008 and that certain Waiver No. 2 and Amendment No. 3 dated as of March 30, 2009 and as the same may have been otherwise amended, restated, supplemented or otherwise modified from time to time prior to the Effective Date.

     “ Existing Letter of Credit ” and “ Existing Letters of Credit ” means the Letters of Credit issued under the Existing Credit Facility and listed on Schedule 4.16(b); provided , that, for purposes of clarification, that portion of the exposure represented by Letters of Credit issued under the Existing Credit Facility and previously allocable to the pro rata share held by Lehman Commercial Paper Inc. in the revolving commitments thereunder have not been continued hereunder as “Existing Letters of Credit” and have been issued outside the credit facilities evidenced hereby.

     “ Existing Management Agreements ” means the management agreements for the properties listed on Schedule 1.01(c).

     “ Expiration Date ” means, with respect to any Letter of Credit, the date on which such Letter of Credit will expire or terminate in accordance with its terms.

     “ 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 ” means a collective reference to (a) the letter agreement dated as of March 11, 2009 among the Borrower, Bank of America, N.A. and Banc of America Securities LLC and (b) the letter agreement dated as of May, 2009 among the Borrower, Bank of America, N.A. and Banc of America Securities LLC.

     “ FF&E ” means Furniture, Fixtures & Equipment in accordance with GAAP.

     “ Financial Covenants ” mean the financial covenants set forth Article VII.

     “ Financial Statements ” means the financial statements of the Parent and its Subsidiaries delivered to the Lenders pursuant to Section 3.01(j).

     “ Financing Statement ” means any Uniform Commercial Code — Financing Statement — Form UCC-1 to be executed (if necessary or desirable) and delivered by the Parent or any of its Subsidiaries in connection with perfecting the security interest assigned by any Security Document, and any extension, renewal, or amendment thereof.

     “ First Extended Maturity Date ” has the meaning specified in Section 2.05(c).

     “ 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.

     “ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

     “ Fund ” 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.

     “ Fully Satisfied ” means, with respect to the Obligations as of any date, that, as of such date, (a) all principal of and interest accrued to such date which constitute Obligations shall have been irrevocably paid in full in cash, (b) all fees, expenses and other amounts then due and payable which constitute Obligations shall have been irrevocably paid in cash, (c) all outstanding Letters of Credit shall have been (i) terminated, (ii) fully irrevocably cash collateralized or (iii) secured by one or more letters of credit on terms and conditions, and with one or more financial institutions, reasonably satisfactory to the Issuing Bank and (d) the Commitments shall have expired or been terminated in full (in each case, other than inchoate indemnification liabilities arising under the Loan Documents).

     “ 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.

     “ 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, authority or instrumentality, bureau or court having jurisdiction over any Lender, the Parent, the Borrower, any Subsidiaries of the Borrower or the Parent or any of their respective Properties.

     “ Ground Lease ” means a lease by and between a Person, as lessor, and Borrower or Parent’s Subsidiary, as lessee, where the term of such lease is in excess of twenty (20) years.

     “ Guarantor ” means each of the Parent, each Subsidiary of the Parent (except (a) the Permitted Other Subsidiaries, (b) the Beverage Entities, (c) certain other non-Material Subsidiaries so long as such Subsidiary is prohibited from acting as a Guarantor because of joint venture agreements, organizational documents and other contractual arrangements to which such non-Material Subsidiary is a party and which are in effect on the Effective Date and set forth on Schedule 1.01(e)(i), in each case as approved by the Administrative Agent and (d) Subsidiaries with assets and revenues less than $100,000) existing as of the Effective Date, and any future Material Subsidiary, and “ Guarantors ” means all of such Persons. The Guarantors on the Effective Date are identified on Schedule 1.01(e)(ii).

     “ Guaranty ” means one or more Guaranty and Contribution Agreements in substantially the form of the attached Exhibit F executed by the Guarantors, evidencing the joint and several guaranty by the signatories thereto of the obligations of Borrower in respect of the Credit Documents, the affirmation and amendment thereof entered into by the parties to any such Guaranty and Contribution Agreements existing as of the Effective Date in substantially the form of the attached Exhibit F-2, and any future guaranty and contribution agreement executed to secure Advances, as any of such agreements may be amended hereafter in accordance with the terms of such agreements.

     “ Hazardous Substance ” or “ Hazardous Material ” 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, mold or other fungi, and medical and infectious waste.

     “ Hazardous Waste ” means the substances regulated as such pursuant to any Environmental Law.

     “ Hospitality Management Business ” shall mean the management, operation or leasing as lessee of any Hospitality Property, including timeshare and condominium sales and brokerage.

     “ Hospitality Property ” shall mean a full service or limited service hotel or resort, a condominium or timeshare hotel or resort, an extended stay property, or a conference center, and other facilities incidental to, or in support of such property, including without limitation, restaurants and other food-service facilities, spas, golf facilities or other entertainment facilities or club, conference or meeting facilities and Intellectual Property related thereto; provided that such property shall not include any casino or other gaming property (even if only a part of a Hospitality Property) or senior living property.

     “ Impacted Lender ” means any Lender as to which (a) Issuing Bank has a good faith belief that the Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities, provided, that all conditions to such obligations have been satisfied or waived and such failure is not the subject of a good faith dispute or (b) an entity that controls the Lender has been deemed insolvent or become subject to a bankruptcy or other similar proceeding.

     “ Improvements ” for any Owned Hospitality Property 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 Owned Hospitality Property; 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, (a) indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of property or services 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 has directly or indirectly assumed or guaranteed or otherwise provided credit support therefore or for which such Person is liable as a partner of such Person; (c) indebtedness of others in the amount secured by a Lien on assets of such Person, 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 Lien is subordinate to the Liens created by the Security Documents and such Person shall have delivered a bond or other security acceptable to the Administrative Agent equal to 125% of the contested amount; (d) obligations of such Person 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 (other than trade payables or bank drafts arising in the ordinary course); (e) Capitalized Lease Obligations of such Person; (f) all obligations, contingent or otherwise, of such Person 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; (g) all obligations of such Person 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 of such Person 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)); and (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.

     “ Initial Maturity Date ” has the meaning specified in Section 2.05(b) hereof.

     “ Insurance Annual Statement ” means the annual statutory financial statements of each Insurance Company required to be filed with the insurance commissioner (or similar Governmental Authority) of its jurisdiction of incorporation, which statement shall be in the form required by the jurisdiction of incorporation of such Insurance Company or, if no specific form is so required, in the form of financial statements permitted by such insurance commissioner (or such similar Governmental Authority) to be used for filing annual statutory financial statements and shall contain the type of information permitted by such insurance commissioner (or such similar Governmental Authority) to be disclosed therein, together with all exhibits or schedules filed therewith.

     “ Insurance Contract ” means each outstanding insurance contract of each Insurance Company.

     “ Insurance Company ” means each of the Borrower, the Parent or their respective Subsidiaries that is or acts as an insurance company or provides a guaranty for a Person acting as an insurance company.

     “ Insurance License ” means any license, certificate of authority, permit or other authorization which is required to be obtained from any Governmental Authority in connection with the operation, ownership or transaction of insurance business.

     “ Insurance Reserve Liabilities ” means all reserves and other liabilities with respect to insurance and for claims and benefits incurred but not reported.

     “ Insurance Surplus ” means an estimate of the amount by which an insurance plan’s assets exceed its expected current and future liabilities, including the amount expected to be needed to fund future benefit payments.

     “ Intellectual Property ” shall have the meaning given such term in the Security Agreement.

     “ 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 Capital Leases in accordance with GAAP) and all charges incurred with respect to letters of credit determined on a Consolidated basis in conformity with GAAP, plus capitalized interest of such Person and its Subsidiaries; provided, however, that “Interest Expense” shall not include any portion of interest accrued hereunder that is added to the PIK Obligations as part of a PIK Accrual Advance.

     “ 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. To the extent available for a Eurodollar Rate Advance, the duration of each such Interest Period shall be one, two, three or six months for all other Eurodollar Rate Advances, in each case as the Borrower may select, upon notice received by the Administrative 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 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;

     (d) each successive Interest Period shall commence on the day on which the next preceding Interest Period expires; and

     (e) no Interest Period with respect to any portion of any Advance shall extend beyond the Maturity Date.

     “ 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 any Ownership Interests or Ownership Interest Equivalents in any other Person, (c) any joint venture or partnership with, or any capital contribution to, or other investment in, any other Person, including by way of merger, (d) any Capital Expenditure, and (e) any payment, whether capitalized or not, to acquire a management agreement or lease (including, without limitation, any Permitted Property Agreement).

     “ Investment Amount ” means (a) for any Owned Hospitality Property the sum of (i) the aggregate purchase price paid by the Borrower or its Subsidiary for such Owned Hospitality Property, and (ii) the actual cost of any Capital Expenditures for such Owned Hospitality Property made by the Borrower or its Subsidiaries after the acquisition of such Owned Hospitality Property (or, without duplication, the amount of any reserve for such Capital Expenditures established from time to time), and (b) for any other Investment or Property the aggregate purchase price paid by the Borrower or its Subsidiary 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. Investment Amount shall not include Indebtedness incurred in connection with an Investment, or any refinancing of such Indebtedness, unless such Indebtedness was provided by the Parent, the Borrower or one of their respective Subsidiaries.

     “ Issuing Bank ” means Bank of America, N.A. or any Lender acting as a successor Issuing Bank pursuant to Section 10.06, and “ Issuing Banks ” means, collectively, all of such Lenders.

     “ Land ” for any Owned Hospitality Property means the real property upon which the Owned Hospitality Property is located, together with all rights, title and interests appurtenant to such real property, including without limitation all rights, title and interests 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, (e) all mineral, oil, gas, hydrocarbon substances and other rights to produce or share in the production of anything related to such property, and (f) all other appurtenances appurtenant to such property, including without limitation, any now or hereafter belonging or in anywise appertaining thereto.

     “ 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.

     “ Lender Addendum ” means, with respect to any initial Lender, a Lender Addendum, substantially in the form of Exhibit J, to be executed and delivered by such Lender on the Effective Date as provided in Section 10.22.

     “ Lenders ” means the lenders who have a Revolving Commitment or a Term Commitment as of the Effective Date and each Eligible Assignee that shall become a party to this Agreement pursuant to Section 10.06, and “ Lender ” means any such Person.

     “ Letter of Credit ” means, individually, any letter of credit issued by the Issuing Bank in accordance with the provisions of Section 2.13 of this Agreement, including any Existing Letter of Credit, and “ Letters of Credit ” means all such letters of credit, collectively.

     “ Letter of Credit Documents ” means, with respect to any Letter of Credit, such Letter of Credit and any reimbursement or other agreements, documents, and instruments entered into in connection with or relating to such Letter of Credit.

     “ Letter of Credit Exposure ” means, at any time, the sum of (a) the aggregate undrawn maximum face amount of each Letter of Credit and (b) the aggregate unpaid amount of all Letter of Credit Obligations at such time. If the Letter of Credit has an automatic increase schedule, the maximum amount shall be deemed the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

     “ Letter of Credit Obligations ” means all obligations of the Borrower arising in respect of the Letter of Credit Documents, including without limitation the aggregate drawn amounts of Letters of Credit which have not been reimbursed by the Borrower or converted into an Adjusted Base Rate Advance pursuant to the provisions of Section 2.13(c).

     “ Leverage Ratio ” means the ratio on any date of (a) the Total Indebtedness on such date to (b) the Parent’s EBITDA for the Rolling Period immediately preceding such date.

     “ Lien ” means any mortgage, deed of trust, lien, pledge, charge, 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, Capital Lease or other title retention agreement).

     “ 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 with a Revolving Commitment 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 with a Revolving Commitment 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 Administrative Agent may approve in writing, which approval will not be unreasonably withheld.

     “ Loan Party ” means, the Borrower and the Guarantors.

     “ Management Business EBITDA ” means, for the Borrower and its Subsidiaries for any Rolling Period, EBITDA for such Rolling Period less EBITDA generated by any Owned Hospitality Properties for such Rolling Period.

     “ Mandatorily Redeemable Stock ” means, with respect to any Person, any Ownership Interest of such Person which by the terms of such Ownership Interest (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 an Ownership Interest which is 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 an Ownership Interest which is redeemable solely in exchange for common stock or Ownership Interests Equivalent thereof), in each case on or prior to the Maturity Date.

     “ Margin Stock ” shall have the meaning provided in Regulation U.

     “ Material Adverse Change ” shall mean a material adverse change (a) in the business, property, condition (financial or otherwise), prospects or results of operations of the Borrower, the Parent and the other Guarantors taken as a whole, in each case since December 31, 2008, or (b) in the validity or enforceability of this Agreement or any of the other Credit Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

     “ Material Subsidiary ” means any Subsidiary of the Parent having assets or annual revenues in excess of $1,000,000.

     “ Material Unconsolidated Entity ” means any Unconsolidated Entity of the Parent for which the Investment Amount is in excess of $1,000,000.

     “ Materials ” has the meaning set forth in Section 5.05.

     “ Maturity Date ” means the later to occur of (a) the Initial Maturity Date; and (b) to the extent maturity is extended pursuant to Section 2.05(c) and/or (d), the First Extended Maturity Date or the Second Maturity Date, as applicable; provided , however , that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

     “ Maximum Rate ” means the maximum nonusurious interest rate under applicable law.

     “ Minority-Owned Fund ” shall be defined as any fund for which the Parent and its Subsidiaries collectively own less than 50% of the Ownership Interests of such fund, but whose financial results are consolidated with the financial results of the Parent and the Parent’s Subsidiaries under GAAP.

     “ Moody’s ” means Moody’s Investor Service Inc.

     “ Mortgages ” means, collectively, the deeds of trust and mortgages executed by the Borrower or any Guarantor to secure the Obligations, each in form reasonably acceptable to the Administrative Agent with such modifications as may be necessary and appropriate in the opinion of counsel to the Administrative Agent to comply with the state law of the filing jurisdiction and as may be reasonably satisfactory to the Administrative Agent, as the same may be amended or terminated in accordance with their terms, and “ Mortgage ” means any of such instruments.

     “ 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 has an obligation to make contributions.

     “ Net Cash Proceeds ” means (a) the aggregate cash proceeds (including, without limitation, insurance and condemnation proceeds) received by the Parent, the Borrower or any of their respective Subsidiaries (as applicable) in connection with any Indebtedness incurrence on or after the Effective Date (excluding the Obligations and the incurrence of other Indebtedness which does not trigger a Repayment Event), Asset Disposition, Capitalization Event or casualty, minus (b) the reasonable expenses of such Person in connection with such Indebtedness incurrence, Asset Disposition, Capitalization Event or casualty, 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(a), 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 Hospitality Property, as applicable, for any period for which such amount is being determined, the net income or net loss of such Person (on a Consolidated basis) or Hospitality 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.

     “ Net Worth ” means, for any Person, stockholders equity of such Person determined in accordance with GAAP.

     “ New Service Fees ” means management fees and other service fees payable to the Borrower or a Subsidiary thereof (to the extent allocable to the Borrower’s ownership interest therein) and related to contracts executed and delivered post-May 1, 2009; provided, that “New Service Fees” shall be calculated as of the end of the calendar quarters ended on the dates referenced in items (b)(i)-(iv) of the definition of the term “Rate Increase Period” and shall (y) for applicable contract(s) related to properties which are not yet open, but which are scheduled for opening within the following 12 month period, equal reasonably-projected revenues from management fees to be received with respect to such contract for the 12-month period immediately following the opening of the applicable property, (z) for all other applicable contract(s), equal actual revenues from management fees derived from such contract(s) during the immediately preceding 12 calendar months (except to the extent the applicable property was not open or such contract was not in effect during the entirety of such 12 month period, in which case, such amount shall be based on actual revenues from management fees received to date since the opening of such property or the effectiveness of such contract and reasonably-projected revenues to be received for the remainder of the 12 month period following such opening or effectiveness), in each case as calculated by the Borrower and approved by the Administrative Agent in its reasonable discretion

     “ Non-Defaulting Lender ” shall mean and include each Lender other than a Defaulting Lender.

     “ Non-Replaced Property ” means any Property owned by the Borrower or any of the Guarantors which (a) was used in the ownership, operation or management of any Hospitality Property, (b) has been conveyed, exchanged, transferred, or assigned by the Borrower or a Guarantor to a Person other than the Borrower or a Guarantor, (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 of the Revolving Notes, PIK Obligation Notes or the Term Notes, and “ Notes ” means all of such promissory notes.

     “ Notice of Borrowing ” means a notice of borrowing in the form of the attached Exhibit G 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 H signed by a Responsible Officer of the Borrower.

     “ Obligations ” means a collective reference to (i) all Advances, Letter of Credit Obligations, and all other advances to, and debts, liabilities, obligations, covenants and duties of, Borrower or any Guarantor arising under any Credit Document or otherwise with respect to any Advance or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against Borrower or any Guarantor or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (ii) any Interest Rate Agreements of any Borrower or any Guarantor to which a Lender or any Affiliate of such Lender is a party and (iii) all obligations under any Treasury Management Agreement between any Borrower or any Guarantor and any Lender or Affiliate of a Lender.

     “ Other Taxes ” has the meaning set forth in Section 2.11(b).

     “ Owned Hospitality Property ” means a Hospitality Property owned by the Parent or one of the Parent’s Subsidiaries or leased by the Parent or one of the Parent’s Subsidiaries pursuant to a Ground Lease.

     “ Owned Hospitality Property Investments ” shall mean Investments in (a) Owned Hospitality Properties or (b) in Persons for which Hospitality Properties are substantially all of such Person’s Property which results in the Parent directly or indirectly owning 50% or more of the applicable Hospitality Property.

     “ Owned Hospitality Property Security Documents ” for any Owned Hospitality Property (other than one owned by a Permitted Other Subsidiary), means collectively (a) a Mortgage, (b) an Assignment of Leases, and (c) such other security agreements, pledge agreements, assignments, mortgages, financing statements, stock powers, and other collateral documentation as the Administrative Agent may reasonably request.

     “ Ownership Interests ” means shares of stock, other securities, partnership interests, member interests, beneficial interests or other interests in any Person, whether voting or nonvoting, and participations or other equivalents (regardless of how designated) of or in a Person.

     “ Ownership Interests Collateral ” has the meaning given such term in the definition of “Collateral.”

     “ Ownership Interest 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 Interstate Hotels & Resorts, Inc., a Delaware corporation.

     “ Parent’s Other Subsidiaries ” means the direct Subsidiaries of the Parent on the Effective Date, other than the Borrower.

     “ PBGC ” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

     “ Permitted Asset Disposition ” means any Asset Disposition completed in accordance with the provisions of Section 5.13 and any other Asset Disposition which (a) occurs at a time in which no Default has occurred and is continuing, and (b) would not cause a Default to occur upon the consummation of such Asset Disposition.

     “ Permitted Encumbrances ” means the Liens permitted to exist pursuant to Section 6.01.

     “ Permitted Hazardous Substances ” means (a) Hazardous Substances that are (i) used in the ordinary course of business and in typical quantities for a Hospitality Property and (ii) generated, used and disposed of in accordance with all Legal Requirements (including Environmental Laws) and good industry practice, and (b) non-friable asbestos to the extent (i) that no applicable Legal Requirements require removal of such asbestos from the Hospitality Property and (ii) such asbestos is encapsulated in accordance with all applicable Legal Requirements and

maintained pursuant to a reasonable operations and maintenance program as may be required by the Administrative Agent.

     “ Permitted New Investments ” means the following Investments made after the Effective Date:

     (a) Investments (i) to acquire Permitted Property Agreements and (ii) in Persons for which Permitted Property Agreements are substantially all of such Person’s Property;

     (b) Sliver Investments;

     (c) Owned Hospitality Property Investments, provided that:

     (i) at least five (5) Business Days prior to acquiring an Owned Hospitality Property Investment the Borrower shall have delivered to the Administrative Agent for its review and approval (such approval not to be unreasonably withheld or delayed) the Property Information set forth in clauses (a) through (h) of the definition of Property Information for the applicable Hospitality Property,

     (ii) any Ground Lease for an Owned Hospitality Property must be financable in the reasonable opinion of the Administrative Agent,

     (iii) no more than twenty percent (20%) of the hotel rooms in the applicable Hospitality Property may be subject to a timeshare regime, and

     (iv) to the extent that such Investment would be included in the definition of Collateral, the provisions of Section 5.09(a) are satisfied;

     (d) Equity Investments in Persons that provide services to current or future Hospitality Properties for which either (i) the Parent or its direct or indirect Subsidiary has a Permitted Property Agreement or (ii) the Parent directly or indirectly owns 50% or more of the applicable Hospitality Property; and

     (e) Investments in Persons that have Permitted Property Agreements which meet the requirements of the foregoing paragraph (a), but are not majority owned Subsidiaries of the Borrower.

     “ Permitted Non-Recourse Designated Entity Indebtedness ” means Indebtedness of an Unconsolidated Entity or a Minority-Owned Fund which (a) is incurred by an Unconsolidated Entity or a Minority-Owned Fund to acquire or develop a Hospitality Property or Hospitality Management Business or refinance such acquisition Indebtedness, and (b) is non-recourse to the Parent, the Borrower and their respective Subsidiaries except for the Property of or the Ownership Interests in such Unconsolidated Entity or Minority-Owned Fund, as applicable, and customary recourse “carve-outs”.

     “ Permitted Other Indebtedness ” means:

     (a) Indebtedness existing as of the Effective Date which (i) was incurred by a Permitted Other Subsidiary to (A) acquire an Owned Hospitality Property Investment which qualifies as a Permitted New Investment, or (B) refinance Indebtedness incurred to acquire a Permitted New Investment, and (ii) is non-recourse to the Parent, the Borrower and their respective Subsidiaries except for the Property of or the Ownership Interests in such Permitted Other Subsidiary and customary recourse “carve-outs” (it being agreed that the Indebtedness currently secured by the Arlington Property, the Westchase Property and the Columbia Property are Permitted Other Indebtedness within the meaning of this paragraph (a));

     (b) refinance Indebtedness incurred following the Effective Date with respect to any of the Indebtedness permitted pursuant to clause (a) above; provided, that (i) the all-in cost of funds with respect to such refinance Indebtedness must be less than those related to the Current Pay Interest applicable to the Obligations hereunder; (ii) the amount financed remains the same or higher than the Indebtedness

refinanced thereby; (iii) the term of such refinance Indebtedness is equal to or longer than the Indebtedness refinanced thereby; (iv) the terms of such indebtedness shall not include any cash trap/sweep or other provisions (other than as currently-existing with respect thereto, standard lock-box arrangements or standard debt service coverage-triggered cash trap requirements (provided such debt service coverage-triggered cash trap requirements are determined to be based on then-applicable market standards by the Administrative Agent in its reasonable discretion)) requiring additional payments based on project cash flow, net income or other variable factors and (v) required payments under such refinance Indebtedness do not result in higher periodic payments than required with respect to the Indebtedness refinanced thereby and the terms of such indebtedness shall not include any cash trap/sweep or other provisions requiring additional payments based on project cash flow, net income or other variable factors;

     (c) mortgage Indebtedness incurred with respect to

     (i) the Westin Atlanta Airport Hotel; provided, that (A) such mortgage Indebtedness shall be in an aggregate amount of no less than $18,000,000 and no more than $40,000,000; (B) such Indebtedness must be non-recourse to the Borrower and its Subsidiaries subject only to standard carve-outs; (C) the all-in cost of funds with respect to such Indebtedness must be less than those related to the Current Pay Interest applicable to the Obligations hereunder; (D) the terms of such indebtedness shall not include any cash trap/sweep or other provisions (other than standard lock-box arrangements or standard debt service coverage-triggered cash trap requirements (provided such debt service coverage-triggered cash trap requirements are determined to be based on then-applicable market standards by the Administrative Agent in its reasonable discretion)) requiring additional payments based on project cash flow, net income or other variable factors; (E) amortization of such Indebtedness must be on a minimum 25 year schedule (with such payments being made either mortgage-style or on a straight-line basis); (F) the provisions of such Indebtedness shall not require any escrowing of funds other than for standard items such as taxes, insurance and FF&E (capped at 5.0%); and (G) such Indebtedness shall, in the reasonable judgment of the Borrower and Administrative Agent, include no additional materially adverse terms or conditions other than those that have been approved by the Administrative Agent in its reasonable judgment;

     (ii) any other Owned Hospitality Properties that, as of the Effective Date, constitute Collateral for the Obligations; provided, that (A) such mortgage Indebtedness shall be in an aggregate amount satisfactory to the Required Lenders; (B) such Indebtedness must be non-recourse to the Borrower and its Subsidiaries subject only to standard carve-outs; (C) the all-in cost of funds with respect to such Indebtedness must be less than those related to the Current Pay Interest applicable to the Obligations hereunder; (D) the terms of such indebtedness shall not include any cash trap/sweep or other provisions (other than standard lock-box arrangements or standard debt service coverage-triggered cash trap requirements (provided such debt service coverage-triggered cash trap requirements are determined to be based on then-applicable market standards by the Administrative Agent in its reasonable discretion)) requiring additional payments based on project cash flow, net income or other variable factors; (E) amortization of such Indebtedness must be on a minimum 25 year schedule (with such payments being made either mortgage-style or on a straight-line basis); (F) the provisions of such Indebtedness shall not require any escrowing of funds other than for standard items such as taxes, insurance and FF&E (capped at 5.0%); and (G) such Indebtedness shall, in the reasonable judgment of the Borrower and Administrative Agent, include no additional materially adverse terms or conditions other than those that have been approved by the Administrative Agent in its reasonable judgment;

     (d) the Approved Inter-Company Indebtedness;

     (e) Permitted Non-Recourse Designated Entity Indebtedness; and

     (f) minority Ownership Interests reflected on the Parent’s financial statements as Indebtedness;

      provided , however , that except with respect to the Indebtedness currently secured by the Arlington Property, the Westchase Property and the Columbia Property, the maturity or termination date of any Permitted Other Indebtedness (without regard to any extensions provided for with respect to same, except to the extent such extensions are at the sole option of the obligor thereunder) shall occur after the Second Extended Maturity Date.

     “ Permitted Other Subsidiary ” means a Subsidiary of the Parent which (a) is a single-purpose Person, (b) has never been a Guarantor, nor owned any Collateral, and (c) only owns Permitted New Investments acquired in whole or in part with the proceeds of Permitted Other Indebtedness and other Property ancillary to such Permitted New Investments.

     “ Permitted Property Agreements ” means (a) Existing Management Agreements and (b) Customary Property Agreements related to Hospitality Properties entered into after the Effective Date.

     “ 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.

     “ PIK Accrual Advance ” has the meaning assigned to such term in Section 2.01(c) hereof.

     “ PIK Interest ” means all interest accrued from time to time pursuant to Section 2.06(b) hereof prior to the addition of such interest to the PIK Obligation or, if earlier, payment of such interest.

     “ PIK Obligations ” means the sum of the unpaid PIK Accrual Advances from time to time existing hereunder pursuant to Section 2.01(c), as the same may be from time to time repaid in accordance with the terms hereof.

     “ PIK Obligation Note ” means a promissory note of the Borrower payable to the order of any Lender in substantially the form of the attached Exhibit A-3, evidencing Indebtedness of the Borrower to such Lender resulting from any PIK Accrual Advances related to such Lender, and “ PIK Obligation Notes ” means all such PIK Obligation Notes.

     “ PIK Rate ” means a per annum rate of (a) for all dates prior to and including March 9, 2011, 2.00% and (b) for all dates thereafter, 3.00%.

     “ PIK Share ” means, at any time with respect to any Lender, the ratio (expressed as a percentage) of such Lender’s PIK Obligations at such time to the aggregate PIK Obligations of all Lenders at such time.

     “ Plan ” means an employee benefit plan (other than a Multiemployer Plan) to which the Parent, the Borrower or any member of the Controlled Group has any obligation or liability (contingent or otherwise) and covered by Title I of ERISA.

     “ Platform ” has the meaning set forth in Section 5.05.

     “ 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).

     “ Property ” of any Person means any property or assets (whether real, personal, or mixed, tangible or intangible) of such Person, including without limitation, the Permitted Property Agreements and all Owned Hospitality Properties.

     “ Property Information ” for any Owned Hospitality Property means the following information and documentation for such Owned Hospitality Property:

     (a) an Engineering Report;

     (b) an Environmental Report;

     (c) a commitment for a Title Policy, together with a legible copy of all documents referred to in such commitment;

     (d) a current Appraisal satisfactory to the Administrative Agent;

     (e) a copy of the agreements pursuant to which the Owned Hospitality Property is being acquired;

     (f) a ALTA/ASCM survey reasonably satisfactory to the Administrative Agent;

     (g) all financial statements reasonably required by the Administrative Agent;

     (h) copies of any third party property management and/or franchise agreements or comparable agreements relating to the Owned Hospitality Property; and

     (i) such other information regarding the acquisition, ownership, operation, maintenance and leasing of an Owned Hospitality Property as the Administrative Agent may reasonably request from time-to-time.

     “ Pro Rata Share ” means, at any time with respect to any Lender, the ratio (expressed as a percentage) of (a) such Lender’s Commitments, plus, to the extent any Class of Commitment has been terminated, such Lender’s outstanding Advances for such Class (and participation interest in the Letter of Credit Exposure if the Revolving Commitments have been terminated), plus, the amount of such Lender’s outstanding PIK Accrual Advances to (b) all Lenders’ aggregate Commitments, plus, to the extent any Class of Commitment has been terminated, all Lenders’ aggregate outstanding Advances for such Class (and participation interest in the Letter of Credit Exposure if the Revolving Commitments have been terminated), plus, the amount of all Lenders’ outstanding PIK Accrual Advances.

     “ Public Lender ” has the meaning set forth in Section 5.05.

     “ Rate Increase Period ” means any period during which the Borrower has failed to meet any of the following conditions: (a) maintenance of a Management Business EBITDA (calculated on a trailing four quarter basis) of $10,500,000 or greater as of the end of any calendar quarter; or (b) achieving annual revenues from New Service Fees in the following aggregate amounts, in each case for the period commencing on the date hereof: (i) $1.0 million by June 30, 2010; (ii) $1.5 million by December 30, 2010; (iii) $2.0 million by June 30, 2011; and (iv) $3.0 million by December 30, 2011; provided that any such “Rate Increase Period” shall commence as of the date on which the Borrower delivers to the Administrative Agent the quarterly reporting information indicating its failure to meet such conditions and shall end as of any following date on which it delivers quarterly information indicating that it meets all such criteria.

     “ Register ” has the meaning set forth in paragraph (d) of Section 10.06.

     “ Regulation U ” shall mean Regulation U of the Federal Reserve Board as from time to time in effect and any successor to all or a portion thereof.

     “ Reinsurance Contract ” means each outstanding reinsurance, coinsurance and other similar contract of each Insurance Company.

     “ Related Fund ” means, with respect to any Lender, any fund that (a) invests in commercial loans and (b) is managed or advised by the same investment advisor as such Lender, by such Lender or an Affiliate of such Lender or such investment advisor.

     “ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

     “ Release ” shall have the meaning set forth in CERCLA or under any other Environmental Law.

     “ Repayment Amount ” means, with respect to any Repayment Event, 100% of the Net Cash Proceeds from such event.

     “ Repayment Event ” means any of the following events on or after the Effective Date by the Parent, the Borrower or one of their respective Subsidiaries:

     (a) the incurrence of any Indebtedness excluding the Obligations;

     (b) a Capitalization Event;

     (c) an Asset Disposition; and

     (d) A casualty to or condemnation of an Owned Hospitality Property other than a casualty or condemnation for which the aggregate Net Cash Proceeds are utilized for the restoration of the Owned Hospitality Property affected by such casualty within one year of the date of such casualty.

     “ Reportable Event ” means any of the events set forth in Section 4043(b) or 4043(c) of ERISA.

     “ Required Lenders ” means Non-Defaulting Lenders the sum of whose outstanding Term Advances (and, prior to the termination thereof, Term Commitments), Revolving Commitments (or after the termination thereof, outstanding Revolving Advances and participations in Letter of Credit Exposure) and PIK Accrual Advances represent at least 66 2/3% of the sum of all outstanding Term Advances (and, if prior to the termination thereof, Term Commitments) of Non-Defaulting Lenders, plus, the sum of all Revolving Commitments of Non-Defaulting Lenders (or after the termination of the Revolving Commitments, the sum of the then total outstanding Revolving Advances of Non-Defaulting Lenders, and the aggregate participations of all Non-Defaulting Lenders of Letter of Credit Exposure at such time), plus, the sum of all then-existing PIK Accrual Advances; provided that with respect to a vote which only involves a certain Class or Classes, only the Commitments and Advances for the applicable Class or Classes shall be used in the calculation of Required Lenders.

     “ Response ” shall have the meaning set forth in CERCLA or under any other Environmental Law.

     “ Responsible Officer ” means the Chairman of the Board, Chief Executive Officer, President, Executive Vice President, Chief Financial Officer, Chief Accounting Officer, Corporate Controller or Treasurer of any Person, or, with respect to a partnership, the general partner 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 any Indebtedness 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 Ownership Interests of such Person, other than dividends or distributions payable in such Person’s Ownership Interests.

     “ Revolving Advance ” means any advance by a Lender to the Borrower in Dollars pursuant to such Lender’s Revolving Commitment or a continuation of an existing Revolving Advance, and refers to an Adjusted Base Rate Advance or a Eurodollar Rate Advance.

     “ Revolving Commitment ” means, for each Lender, the Revolving Commitment set forth for such Lender as its Revolving Commitment in the Register maintained by the Administrative Agent pursuant to Section 10.06(d). As of the Effective Date, the aggregate amount of the Revolving Commitments under this Agreement is $8,000,000.00.

     “ Revolving Exposure ” at any time shall mean the sum of (i) the aggregate principal amount of all Revolving Advances and (ii) the aggregate amount of all Letter of Credit Exposure at such time.

     “ Revolving Note ” means a 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 Revolving Advances from such Lender, and “ Revolving Notes ” means all of such promissory notes.

     “ Revolving Required Lenders ” means Non-Defaulting Lenders the sum of whose Revolving Commitments (or after the termination thereof, outstanding Revolving Advances and participations in Letter of Credit Exposure) represent at least 66 2/3% of the sum of all Revolving Commitments of Non-Defaulting Lenders (or after the termination of the Revolving Commitments, the sum of the then total outstanding Revolving Advances of Non-Defaulting Lenders, and the aggregate participations of all Non-Defaulting Lenders of Letter of Credit Exposure at such time).

     “ Revolving Share ” means, at any time with respect to any Lender with a Revolving Commitment or outstanding Revolving Advance, the ratio (expressed as a percentage) of such Lender’s Revolving Commitment at such time to the aggregate Revolving Commitments at such time, or, if the Revolving Commitments have been terminated, the ratio (expressed as a percentage) of such Lender’s Revolving Advances at such time to the aggregate Revolving Advances at such time.

     “ Rolling Period ” means, as of any date, the four Fiscal Quarters ending immediately preceding such date.

     “ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

     “ SAP ” means, with respect to each Insurance Company, the statutory accounting practices prescribed or permitted by the insurance commissioner (or other similar Governmental Authority) in the jurisdiction of such Insurance Company for the preparation of Insurance Annual Statements and other financial reports by insurance companies of the same type in effect from time to time, applied in a manner consistent with those used in preparing the SAP Financial Statements.

     “ SAP Financial Statements ” means the audited annual and unaudited quarterly convention statements filed with the domiciliary state insurance departments of each Insurance Company.

     “ Second Extended Maturity Date ” has the meaning specified in Section 2.05(d).

     “ Security Agreement ” means the Security Agreement in favor of the Administrative Agent from the Borrower, the Parent and the other Guarantors, granting a Lien in all existing and future Collateral of the Borrower and its Subsidiaries in substantially the form of the attached Exhibit I and, as applicable, the affirmation and amendment thereof entered into by the parties to such agreement as of the Effective Date in substantially the form of the attached Exhibit I-2.

     “ Security Documents ” means the Security Agreement, all Owned Hospitality Property Security Documents, all Financing Statements and each other document, instrument or agreement executed in connection therewith or otherwise executed in order to secure all or a portion of the Obligations; and any “ Security Document ” means any one of the foregoing.

     “ Senior Indebtedness ” means the Total Indebtedness minus the Subordinate Indebtedness.

     “ Sliver Investments ” shall mean debt and equity investments in partnerships, companies or limited liability companies (a) for which the Borrower’s direct or indirect ownership interest is less than 50% and (b) that own

hospitality properties for which the Borrower or its wholly-owned subsidiary will have a Customary Property Agreement.

     “ 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 five (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.

     “ Subordinate Indebtedness ” means Indebtedness of the Borrower, the Parent and their respective Subsidiaries 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 181 days after the Maturity Date and (b) shall be junior and subordinate to the Obligations and subject to an intercreditor agreement or subordination provisions and other terms and provisions which are acceptable to the Administrative Agent.

     “ Subsidiary ” means, with respect to any Person, at any date, any other Person in whom such Person holds an Investment and whose financial results would be consolidated under GAAP with the financial results of such Person if such statements were prepared as of such date.

     “ Supermajority Lenders ” means Non-Defaulting Lenders the sum of whose outstanding Term Advances (and, prior to the termination thereof, Term Commitments), Revolving Commitments (or after the termination thereof, outstanding Revolving Advances and participations in Letter of Credit Exposure) and PIK Accrual Advances represent at least 80% of the sum of all outstanding Term Advances (and, if prior to the termination thereof, Term Commitments) of Non-Defaulting Lenders, plus, the sum of all Revolving Commitments of Non-Defaulting Lenders (or after the termination of the Revolving Commitments, the sum of the then total outstanding Revolving Advances of Non-Defaulting Lenders, and the aggregate participations of all Non-Defaulting Lenders of Letter of Credit Exposure at such time), plus, the sum of all then-existing PIK Accrual Advances; provided that with respect to a vote which only involves a certain Class or Classes, only the Commitments and Advances for the applicable Class or Classes shall be used in the calculation of Supermajority Lenders.

     “ Taxes ” has the meaning set forth in Section 2.11(a).

     “ Term Advance ” means the term advance made by any Lender on the Effective Date.

     “ Term Commitment ” means, for each Lender, the Term Commitment set forth for such Lender as its Term Commitment in the Register maintained by the Administrative Agent pursuant to Section 10.06(d). As of the Effective Date, the aggregate amount of the Term Commitments under this Agreement is $161,183,088.

     “ Term Note ” means a 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 any Term Advance from such Lender, and “ Term Notes ” means all such Term Notes.

     “ Term Required Lenders ” means Non-Defaulting Lenders the sum of whose outstanding Term Advances (and, prior to the termination thereof, Term Commitments) represent at least 66 2/3% of the sum of all outstanding Term Advances (and, if prior to the termination thereof, Term Commitments) of Non-Defaulting Lenders.

     “ Term Share ” means, at any time with respect to any Lender with a Term Commitment or outstanding Term Advance, the ratio (expressed as a percentage) of such Lender’s Term Commitment at such time to the aggregate Term Commitments at such time, or, if the Term Commitments have been terminated, the ratio (expressed as a percentage) of such Lender’s Term Advances at such time to the aggregate Term Advances at such time.

     “ Termination Event ” means (a) a reportable event described in Section 4043(b) of ERISA and Section 4043(c) of ERISA with respect to a Title IV Plan, (b) the withdrawal of the Borrower, the Parent or any member of the Controlled Group from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a

substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of the Borrower, the Parent or any member of the Controlled Group from any Multiemployer Plan, (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA, (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due, (h) the imposition of a lien under Section 412 of the Code or Section 302 or 4068 of ERISA on any property (or rights to property, whether real or personal) of the Borrower, the Parent or any member of the Controlled Group, (i) the failure of a Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other requirements of Law to qualify thereunder and (j) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any liability upon the Borrower, the Parent or any member of the Controlled Group under Title IV of ERISA other than for PBGC premiums due but not delinquent.

     “ Threshold Amount ” means (a) with respect to Indebtedness which is either Subordinate Indebtedness or Indebtedness which is non-recourse to the Borrower and the Guarantors (except for customary recourse “carve-outs”) which is outstanding in a principal amount of at least $10,000,000 individually or when aggregated with all such Indebtedness and (b) with respect to any other Indebtedness which is outstanding in a principal amount of at least $5,000,000 individually or when aggregated with all such Indebtedness; provided , however, in either such case, such amounts shall not include Indebtedness secured by the Arlington Property as of the Effective Date.

     “ Title IV Plan ” mean any Plan that is subject to Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code.

     “ Title Policy ” means a Mortgagee Policy of Title Insurance which (a) is in the form of American Land Title Association Standard Loan Policy — 1970 (without modification, revision or amendment) (or such other form as approved by the Administrative Agent) with endorsements reasonably requested by the Administrative Agent, (b) is issued by an underwriter reasonably acceptable to the Administrative Agent, (c) insures that the grantor of the Lien insured by such policy owns the Owned Hospitality Property subject to such Lien in fee simple or pursuant to a leasehold estate and that the Mortgage covering such Owned Hospitality Property is a valid lien on such Owned Hospitality Property in favor of the Administrative Agent for the benefit of the Lenders (subject only to Permitted Encumbrances), (d) does not contain any exceptions for rights of parties in possession, or unpaid delinquent installments of taxes, special assessments or subsequent assessments due to changes in ownership or usage, or any other exceptions to coverage other than Permitted Encumbrances.

     “ Total Indebtedness ” means all Indebtedness of the Borrower, the Parent and their respective Subsidiaries on a Consolidated basis, provided that “Total Indebtedness”:

     (a) shall not include any Permitted Non-Recourse Designated Entity Indebtedness;

     (b) shall include, without duplication, any Indebtedness of an Unconsolidated Entity or a Minority-Owned Fund which does not qualify under the foregoing clause (a); and

     (c) shall not include the amount of any minority interests.

     “ Treasury Management Agreement ” means any agreement governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services.

     “ Type ” has the meaning set forth in Section 1.04.

     “ Unconsolidated Entity ” means, with respect to any Person, at any date, any other Person in whom such Person holds an Investment and whose financial results would not be consolidated under GAAP with the financial results of such Person if such statements were prepared as of such date.

     “ Units ” means apartment or condominium units.

     “ Unsecured Indebtedness ” of any Person means the Indebtedness of such Person for which the obligations thereunder are not secured by a Lien on any assets of such Person or its Subsidiaries.

     “ Unused Fee Rate ” means, with respect to the commitment fee payable under Section 2.03(a) at any date, 1.00% percent per annum.

     “ Westchase Property ” means Westchase Hilton in Houston, Texas.

     “ Westin Atlanta Airport Hotel ” means Westin Atlanta Airport hotel located in Atlanta, Georgia.

      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”.

      Section 1.03 Accounting Terms; Changes in GAAP .

     (a) All accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP applied on a consistent basis.

     (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.

     (c) If any changes in accounting principles after December 31, 2008 required by GAAP or the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or similar agencies results in a change in the method of calculation of, or affects the results of such calculation of, any of the financial covenants, standards or terms found in this Agreement, then the parties shall enter into and diligently pursue negotiations in order to amend such financial covenants, standards or terms so as to equitably reflect such change, with the desired result that the criteria for evaluating the financial condition of Borrower and its Subsidiaries (determined on a Consolidated basis) shall be the same after such change as if such change had not been made. It is understood and agreed that the financial covenants shall be calculated without giving effect to any election under FAS 159.

      Section 1.04 Classes and Types of Advances . Advances are distinguished by “Class” and “Type”. The “ Class ” of an Advance refers to the determination whether such Advance is a Term Advance, a Revolving Advance or a PIK Accrual Advance, each of which constitutes a Class. The “ Type ” of an Advance refers to the determination whether such Advance is a Eurodollar Rate Advance or an Adjusted Base Rate Advance, each of which constitutes a Type.

      Section 1.05 Letters of Credit . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

      Section 1.06 Miscellaneous . Article, Section, Schedule and Exhibit references are to Articles and Sections, of and Schedules and Exhibits, to this Agreement, unless otherwise specified.

ARTICLE II

THE ADVANCES AND THE LETTERS OF CREDIT

      Section 2.01 The Advances .

     (a) Term Advances . Subject to the terms and conditions set forth in this Agreement, each Lender severally agrees to continue such Lender’s Term Advance to the Borrower on the Effective Date (or to convert, as of the Effective Date, from revolving loans outstanding under the Existing Credit Facility to part of the Term Advance of such Lender hereunder, as applicable), in an aggregate amount equal to such Lender’s Term Commitment as set forth on Schedule 1.01-1 (provided, that, for purposes of clarification, all amounts of such Lender’s Term Commitment hereunder in excess of the amount of such Lender’s commitment with respect to term loans under the Existing Credit Agreement constitutes the amount of such Lender’s outstanding revolving loans under the Existing Credit Agreement that are hereby converted to Term Advances hereunder). No amount of any Term Advance that has been repaid or prepaid may be reborrowed. Term Advances may, at the Borrower’s option, be either Adjusted Base Rate Advances or Eurodollar Rate Advances; provided, however that any Term Advances made on the Effective Date shall be Adjusted Base Rate Advances.

     (b) Revolving Advances . 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 Maturity Date to make Revolving Advances; provided that Revolving 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 Revolving Share of the Revolving Exposure would exceed such Lender’s Revolving Commitment at such time as set forth on Schedule 1.01-1, or (ii) the Revolving Exposure would exceed the aggregate Revolving Commitments of the Lenders at such time. Within the limits of each Lender’s Revolving Commitment, the Borrower may from time to time prepay Revolving Advances pursuant to the provisions of Section 2.07 and reborrow Revolving Advances under this Section 2.01(b). Revolving Advances may, at the Borrower’s option, be either Adjusted Base Rate Advances or Eurodollar Rate Advances.

     (c) PIK Accrual Advances . Subject to and upon the terms and conditions set forth herein, (i) as of the first Business Day of each calendar quarter, (A) all accrued and unpaid PIK Interest with respect to the Term Advances; (B) all accrued and unpaid PIK Interest with respect to the Revolving Advances, (C) all accrued and unpaid PIK Interest with respect to the PIK Obligations and (D) all accrued and unpaid Current Pay Interest with respect to the PIK Obligations and (ii) as of any date on which accrued PIK Interest is required, pursuant to Section 2.07(c)(vi) hereof, to be added to the PIK Obligations, shall be added to the PIK Obligations (each such added amount constituting a “ PIK Accrual Advance ”). The Lenders shall not be required to fund any portion of the PIK Accrual Advances (as such PIK Accrual Advances represent accrued and unpaid obligations of the Borrower hereunder) and shall not have any continuing commitments with respect to such PIK Accrual Advances or the PIK Obligations. The Lenders’ respective shares of the PIK Obligations from time to time outstanding shall be equal to that portion of the interest constituting the PIK Accrual Advances from time to time added to the PIK Obligations that is allocable to the outstanding Advances of such Lender (whether related to the Revolving Advances, Term Advances or prior PIK Accrual Advances of or allocable to such Lender). No amount of any PIK Accrual Advance that has been repaid or prepaid may be reborrowed. The repayment of PIK Accrual Advances added to the PIK Obligations from time to time shall be absolute obligations of the Borrower hereunder and the Borrower shall be responsible for the repayment of all PIK Obligations in accordance with the terms hereof. PIK Accrual Advances shall be Eurodollar Rate Advances and bear interest as specifically set forth for such PIK Accrual Advances in the definition of the term “Eurodollar Rate.”

      Section 2.02 Method of Borrowing/Treatment of Advances .

     (a) Notice .

     (i) Each Borrowing (other than in respect of PIK Accrual Advances) shall be made pursuant to a Notice of Borrowing, given not later than 12:00 noon (New York, New York time)

(A) on the third Business Day before the date of the proposed Borrowing, in the case of a Borrowing consisting of Eurodollar Rate Advance s , or (B) 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 (A) date of such Borrowing, (B) Type and Class of Advance comprising such Borrowing, (C) aggregate amount of such Borrowing, and (D) if such Borrowing is to be comprised of Eurodollar Rate Advance s , the Interest Period for each such Advance. In the case of a proposed Borrowing comprised of Eurodollar Rate Advance s , the Administrative Agent shall promptly notify each Lender of the applicable interest rate under Section 2.06(a)(ii). With respect to all Advances (other than in respect of PIK Accrual Advances), 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 Revolving Share or Term Share, as applicable, of such Borrowing. After 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.

     (ii) Notwithstanding the foregoing, the Borrower may for Adjusted Base Rate Advances requested on the Effective Date only request that such Advances be made on the same day as the Notice of Borrowing, provided that such Notice of Borrowing shall be given not later than 9:00 a.m. (New York, New York time) on the Effective Date. If such Notice of Borrowing on the Effective Date is delivered to the Administrative Agent by such time, (A) the Administrative Agent will promptly notify each Lender who is obligated to fund an Advance under such Notice of Borrowing of such Notice of Borrowing not later than 12:00 noon (New York, New York time) on the Effective Date and (B) each Lender shall, before 3:00 p.m. (New York, New York time) on the Effective Date, 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 Revolving Share or Term Share, as applicable, of such Borrowing.

     (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 Borrowing amount, Type and Class 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. Promptly after receipt of a Notice of Conversion or Continuation under this paragraph, the Administrative Agent shall provide each Lender with a copy thereof and, in the case of a Conversion to or a continuation of Eurodollar Rate Advances, notify each Lender of the applicable interest rate under Section 2.06(a)(ii). 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 Borrowing shall be in an aggregate amount of not less than $500,000 or greater multiples of $100,000;

     (ii) in the case of Adjusted Base Rate Advances, each Borrowing shall be in an aggregate amount of not less than $500,000 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 five (5) 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 Applicable 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 Revolving Share or Term Share, as applicable, 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;

     (vii) if the Administrative Agent is unable to determine the applicable 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 Business Day before the date of any requested Borrowing, notify the Administrative Agent that the Applicable 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 relating to the Revolving Commitments or Term Commitments that such Lender will not make available to the Administrative Agent such Lender’s Revolving Share or Term Share, as applicable, of the Borrowing, the Administrative Agent may assume that such Lender has made its Revolving Share or Term Share, as applicable, 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 Revolving Share or Term Share, as applicable, of such Borrowing available to the Administrative Agent, such Lender and the Borrower severally agree 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 (i) in the case of the Borrower, the interest rate applicable on each such day to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for each such day. If such Lender shall 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.

     (f) Lender Obligations Several . The failure of any Lender to make any Advance to be made by it as part of any Borrowing constituting a Revolving Advance or Term Advance 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 any Advance to be made by such other Lender on the date of any Borrowing.

     (g) Notes . The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will promptly execute and deliver to such Lender a promissory note of the Borrower evidencing any Revolving Advances, Term Advances or PIK Accrual Advances, as the case may be, of such Lender, substantially in the forms of Exhibit A-1, A-2 or A-3, as the case may be, with appropriate insertions as to date and, if applicable, principal amount; provided , that delivery of Notes shall not be a condition precedent to the occurrence of the Effective Date or the making of Advances.

      Section 2.03 Fees .

     (a) Unused Fees . For the period from the Effective Date until the Maturity Date the Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than a Defaulting Lender) an unused fee on the average daily amount by which such Lender’s Revolving Commitment exceeds the sum of such Lender’s Revolving Share of the Revolving Exposure at a rate per annum equal to the Unused Fee Rate (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 fifteen (15) days following the last Business Day of each calendar quarter and (ii) on the Maturity Date.

     (b) Letter of Credit Fees . The Borrower agrees to pay to the Administrative Agent for the benefit of the Lenders (other than Defaulting Lenders), fees in respect of all Letters of Credit outstanding at a rate per annum equal to the Applicable Margin in effect with respect to the Eurodollar Rate Advances (computed on the actual number of days elapsed, including the first day and excluding the last, based upon a 360-day year) on the average daily amount of the aggregate undrawn maximum amount of each Letter of Credit outstanding, payable in arrears (i) on the date which is fifteen (15) days following the last Business Day of each calendar quarter and (ii) on the Maturity Date. In addition, the Borrower agrees to pay to the Issuing Bank for its own account a fee on the daily amount of the aggregate undrawn maximum face amount of each Letter of Credit issued by such Issuing Bank at a rate per annum to be agreed upon by the

Borrower and the Issuing Bank, such fees due and payable quarterly in arrears on the date which is fifteen (15) days following the last day of each fiscal quarter and (ii) on the Maturity Date. In addition, the Borrower shall pay directly to the Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the Issuing Bank relating to letters of credit that from time to time are in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

     (c) Administrative Agent’s Fees . The Borrower agrees to pay to the Administrative Agent for its benefit the fees set forth in the Fee Letter for acting as Administrative Agent, as and when the same are due and payable pursuant to the terms of the Fee Letter.

      Section 2.04 Reduction of the Revolving Commitments . The Borrower may, upon at least three (3) Business Days’ prior notice to the Administrative Agent, permanently terminate in whole or permanently reduce ratably in part the Revolving Commitments of the Lenders; provided , however , that (a) each partial reduction shall either be (i) in the aggregate amount of not less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof or (2) in an amount equal to the remainder of the Revolving Commitments and (b) no such reduction shall result in an overdraft status as provided in Section 2.07(c)(v).

      Section 2.05 Repayment of Obligations; Maturity Date .

     (a) Repayment of Obligations . The Borrower shall repay the outstanding principal amount of each Advance, all accrued interest thereon and all of the other then-outstanding Obligations on the Maturity Date, as extended from time to time in accordance with the terms of this Section 2.05.

     (b) Initial Maturity Date . Subject to extension pursuant to the terms and conditions set forth in clauses (c) and (d) of this Section 2.05 and subject to the provisions otherwise set forth in this Section 2.05, the Borrower shall, on March 9, 2010 (the “ Initial Maturity Date ”), cause the Obligations (including, without limitation, all outstanding Term Advances, Revolving Advances, PIK Obligations and all fees, costs and expenses due and owing under the Credit Documents) to be Fully Satisfied.

     (c) First Extended Maturity Date Option . Not more than 90 days and not less than 30 days prior to the Initial Maturity Date, the Borrower may notify the Lenders in writing that the Borrower intends to extend the term of this Agreement to March 9, 2011 (the end of such period being the “ First Extended Maturity Date ”); provided , that the Borrower’s right to such extension shall be subject to the satisfaction of the following requirements:

     (i) at the Initial Maturity Date, there shall not exist any Default or Event of Default (including, without limitation, under the mandatory prepayment provisions set forth in Section 2.07(c)(iv) hereof);

     (ii) the representations and warranties contained herein and the other Credit Documents, as such representations and warranties may change based upon events or activities permitted by this Agreement and the Credit Documents, are true and correct in all material respects (to the extent not otherwise qualified by materiality) on and as of the Initial Maturity Date; and

     (iii) the Borrower shall, at the Initial Maturity Date, deliver to the Administrative Agent (for the pro rata benefit of the Lenders based on their respective shares of the Aggregate Facility Amount) an extension fee equal to one half of one percent (0.50%) of the then-existing Aggregate Facility Amount.

     (d) Second Extended Maturity Date Option . Not more than 90 days and not less than 30 days prior to the First Extended Maturity Date, the Borrower may notify the Lenders in writing that the Borrower intends to extend the term of this Agreement to March 9, 2012 (the end of such period being the “ Second Extended Maturity Date ”); provided , that the Borrower’s right to such extension shall be subject to the satisfaction of the following requirements:

     (i) at the First Extended Maturity Date, there shall not exist any Default or Event of Default (including, without limitation, under the mandatory prepayment provisions set forth in Section 2.07(c)(iv) hereof);

     (ii) the representations and warranties contained herein and the other Credit Documents, as such representations and warranties may change based upon events or activities permitted by this Agreement and the Credit Documents, are true and correct in all material respects (to the extent not otherwise qualified by materiality) on and as of the First Extended Maturity Date; and

     (iii) the Borrower shall, at the First Extended Maturity Date, deliver to the Administrative Agent (for the pro rata benefit of the Lenders based on their respective shares of the Aggregate Facility Amount) an extension fee equal to one half of one percent (0.50%) of the then-existing Aggregate Facility Amount.

     (e) Satisfaction of Obligations Upon Acceleration . Notwithstanding anything contained herein or in any other Credit Document to the contrary, to the extent any of the Obligations are accelerated pursuant to the terms hereof, the Borrower shall, immediately upon the occurrence of such acceleration, cause such accelerated Obligations to be Fully Satisfied.

     (f) Conflicting Provisions . This Section 2.05 shall supersede any provisions contained elsewhere in this Agreement to the contrary.

      Section 2.06 Interest, Late Payment Fee .

     (a) The Borrower shall pay interest on the unpaid principal amount of each Advance from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

     (i) Adjusted Base Rate Advances . If such Advance is an Adjusted Base Rate Advance, a rate per annum (computed in accordance with Section 2.10(b)) equal at all times to the lesser of (A) the Adjusted Base Rate in effect from time to time plus the Applicable Margin and (B) the Maximum Rate, 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 (Y) the rate required to be paid on such Advance had such Event of Default not occurred plus two percent (2%) and (Z) the Maximum Rate. Such interest accrued on Adjusted Base Rate Advances shall be payable in arrears on the first Business Day of each calendar month and on the date such Adjusted Base Rate Advance is paid in full.

     (ii) Eurodollar Rate Advances . If such Advance is

     (A) a Eurodollar Rate Advance relating to a Revolving Advance or a Term Advance, a rate per annum (computed in accordance with Section 2.10(b)) equal at all times during the Interest Period for such Advance to the lesser of (1) the applicable Eurodollar Rate for such Advance for such Interest Period plus the Applicable Margin and (2) the Maximum Rate; provided , however 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 (1) the rate required to be paid on such Advance had such Event of Default not occurred plus two percent (2%) and (2) the Maximum Rate. Such interest accrued on Eurodollar Rate Advances shall be 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 thirty (30) days, the first Business Day of each calendar month during such Interest Period excluding the month in which such Eurodollar Rate Advance shall be paid in full; or

     (B) a Eurodollar Rate Advance relating to any Accrued PIK Advance (which shall include all of the then-outstanding PIK Obligations), a rate per annum (computed in accordance with Section 2.10(b)) equal to the lesser of (1) the applicable Eurodollar Rate for such Advance plus the Applicable Margin and (2) the Maximum Rate; provided , however that during the continuance of an Event of Default, Eurodollar Rate Advances relating to any Accrued PIK Advance shall bear interest at a rate per annum equal at all times to the lesser of (1) the rate required to be paid on such Advance had such Event of Default not occurred plus two percent (2%) and (2) the Maximum Rate. All such interest accrued pursuant to this item (B) shall be periodically added to the PIK Obligations in accordance with Section 2.01(c) hereof and be payable as of the Maturity Date together with all other PIK Obligations in accordance with Section 2.05 hereof.

     (b) PIK Interest . Regardless of whether an Advance is an Adjusted Base Rate Advance or a Eurodollar Rate Advance, all Advances shall, in addition to the interest payable pursuant to subclauses (a)(i) and (ii) above, bear interest at a per annum rate equal to the then-applicable PIK Rate. All such interest, whether accrued with respect to the Revolving Advances, the Term Advances or the PIK Obligations, shall be added to the PIK Obligations in accordance with Section 2.01(c) hereof and be payable as of the Maturity Date together with all other PIK Obligations in accordance with Section 2.05 hereof.

     (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 . Subject to the provisions of Section 10.11, if any amount payable under this Agreement other than the Advances is not paid when due and payable, including without limitation, accrued interest 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 two percent (2%), 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 10.11, 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 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) two percent (2%).

      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 (subject to the restrictions set forth below), after giving by 12:00 noon (New York, New York time) (i) in the case of Eurodollar Rate Advances, at least three (3) Business Days’, or (ii) in case of Adjusted Base Rate Advances, at least one (1) Business Day’s prior written notice to the Administrative Agent, stating 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 Sections 2.07(c)(iii) or 2.08 as a result of such prepayment being made on such date; provided , however , that (A) each partial prepayment shall be in an aggregate principal amount not less than $500,000 and in integral multiples of $100,000, (B) prepayments made under this Section 2.07(b) may be applied to outstanding Term Advances or outstanding Revolver Advances at the discretion of the Borrower and (C) no prepayment of the PIK Obligations may be made unless the outstanding balance of both the Revolving Advances and the Term Advances have been reduced to zero as of the date of such prepayment.

     (c) Mandatory Prepayments .

     (i) Excess Cash Flow Term Prepayments . Within thirty (30) days following the end of each calendar quarter, the Borrower shall make a payment against the outstanding principal balance of the Term Advances in an amount equal to (A) all Excess Free Cash Flow for such calendar quarter, less (B) the amount necessary to provide the Borrower and its Subsidiaries with $6,500,000 (or, to the extent (x) the Borrower has made at least $45,000,000 in aggregate principal payments against the outstanding principal balance of the Term Advances since the Effective Date and (y) at such time the Borrower is not in a Rate Increase Period, $10,000,000) of cash working capital as of the end of such calendar quarter.

     (ii) Excess Cash Flow Revolver Prepayments . Immediately following any prepayment of the Term Advances required pursuant to clause (c)(i) above for a given calendar quarter, the Borrower shall prepay any outstanding principal balance of the Revolving Advances (and, thereafter, cash collateralize outstanding Letter of Credit Exposure) in an amount equal to (A) all Excess Free Cash Flow for such calendar quarter, less (B) the amount necessary to provide the Borrower and its Subsidiaries with $6,500,000 (or, to the extent (x) the Borrower has made at least $45,000,000 in aggregate principal payments against the outstanding principal balance of the Term Advances since the Effective Date and (y) at such time the Borrower is not in a Rate Increase Period, $10,000,000) of cash working capital as of the end of such calendar quarter; less (C) the amount of such Excess Free Cash Flow used to repay Term Advances pursuant to clause (c)(i) above.

     (iii) Repayment Events . In addition to the prepayments required pursuant to clauses (c)(i) and (ii) above, upon the occurrence of any Repayment Event, the Borrower shall prepay Advances on the next Business Day after the Net Cash Proceeds from such Repayment Event are received by the Borrower or the Parent or one of their respective Subsidiaries, as applicable, in an amount equal to the lesser of (A) the amount of the outstanding Advances on such Business Day and (B) the Repayment Amount for such Repayment Event. Prepayments made pursuant to this clause (c)(iii) shall be applied (A) first, to outstanding Term Advances (and accrued Current Pay Interest related thereto), (B) second, to outstanding PIK Obligations (and accrued Current Pay Interest related thereto), (C) third, to accrued PIK Interest on all Advances and (C) fourth, to Revolving Advances (and accrued Current Pay Interest related thereto) and, thereafter, to the cash collateralization of outstanding Letter of Credit Exposure.

     (iv) Additional Required Term Prepayments . Regardless of whether any prepayments of the Term Advances are from time to time required pursuant to clauses (c)(ii) and (iii) above, the Borrower shall make aggregate principal payments (counting any payments made pursuant to such clauses (c)(i) and (iii) above) against the outstanding Term Advances: (A) on or prior to March 9, 2010 in an aggregate amount (counting all such payments made since the

Effective Date) equal to or greater than $20,000,000; and (B) on or prior to March 9, 2011 in an aggregate amount (counting all such payments made since the Effective Date) equal to or greater than $40,000,000; provided, that proceeds derived from Repayment Events relating to the financing or refinancing of owned assets of the Borrower shall account for no more than $20,000,000 of the prepayments required pursuant to items (A) and (B) above (though the Borrower shall be required to make such prepayments to the extent otherwise required herein regardless of whether they are counted for purposes of the calculations related to this clause (c)(iv)).

     (v) Overdraft . On any date on which the Revolving Exposure exceeds the aggregate Revolving Commitments, the Borrower agrees to make a prepayment of the Revolving Advances in the amount of such excess, and if all the Revolving Advances have been then repaid, then to deposit with the Administrative Agent into the Cash Collateral Account an amount equal to the lesser of (A) the Letter of Credit Exposure or (B) the amount of such excess less the amount of Revolving Advances then repaid.

     (vi) Accrued Interest . Except as specifically noted above, each prepayment pursuant to this Section 2.07(c) shall be accompanied by accrued Current Pay 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. Accrued PIK Interest with respect to the prepaid amount shall be added to the then-outstanding PIK Obligations.

     (vii) Avoidance of Breakage Costs . In the event that the amount of any mandatory prepayment of Advances under this Section 2.07(c) exceeds the aggregate principal amount of Advances which consist of Adjusted Base Rate Advances (the amount of such excess being the “ Excess Amount ”), the Borrower shall have the right, in lieu of making such prepayment in full, to prepay such outstanding Advances which are Adjusted Base Rate Advances and to deposit an amount equal to the Excess Amount with the Administrative Agent in the Cash Collateral Account maintained by and in the sole dominion and control of the Administrative Agent for the ratable benefit of the Lenders. Any amount so deposited shall be held by the Administrative Agent as collateral for the Obligations, earn interest on behalf of the Borrower and be applied to the prepayment of Advances which are Eurodollar Rate Advances at the end of the current Interest Period(s) applicable thereto (if any). On any day on which amounts collected in the Cash Collateral Account remain on deposit in or to the credit of the Cash Collateral Account after giving effect to the payment made on such day pursuant to this Section 2.07(c), and the Borrower shall have delivered to the Administrative Agent a written request or a telephonic request (which shall be promptly confirmed in writing) prior to 12:00 noon (New York, New York time) that such remaining collected amounts be invested in cash equivalents specified in such request, the Administrative Agent shall invest such funds, to the extent the Administrative Agent is reasonably able to do so, in such cash equivalents as are acceptable to, and with no risk to, the Administrative Agent on an overnight basis or with maturities such that amounts will be available to pay the Obligations secured thereby as they become due, whether at maturity, by acceleration or otherwise; provided , however , that any loss resulting from such investments shall be charged to and be immediately payable by the Borrower on demand by the Administrative Agent.

     (viii) Repayment of Revolving Advances . Any mandatory repayments of Revolving Advances pursuant to this Section 2.07(c) shall be applied (A) if no Default or Event of Default exists, then to Revolving Advances comprising the same Borrowing or Borrowings, at the Borrower’s option, and (B) if a Default or Event of Default exists, then to all Revolving Advances pro rata based upon the amount of outstanding Revolving Advances.

     (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 Liens on an Owned Hospitality Property . Notwithstanding anything in this Agreement or any other Credit Document to the contrary, except in connection with the release of Liens on an Owned Hospitality Property contemplated by the provisions of Section 5.09, 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 a Lien on an Owned Hospitality Property 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 (if any) 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 (if any) for such Advance pursuant to Section 2.02(b) or 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 ten (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 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 in or in the interpretation of any law or regulation (except with respect to Taxes or Other Taxes) 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