LOAN AGREEMENT

Exhibit 10.35.1

LOAN AGREEMENT

Dated as of November 10, 2006

Between

FELCOR/JPM HOTELS, L.L.C. and DJONT/JPM LEASING, L.L.C . ,
individually and collectively, as Borrower

and

BANK OF AMERICA, N.A.,
as Lender

TABLE OF CONTENTS

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION			9
Section 1.1 Definitions			9
Section 1.2 Principles of Construction			34
II. GENERAL TERMS			35
Section 2.1 Loan Commitment; Disbursement to Borrower			35
2.1.1 Agreement to Lend and Borrow			35
2.1.2 Single Disbursement to Borrower			35
2.1.3 The Note, Security Instruments and Loan Documents			35
2.1.4 Use of Proceeds			35
Section 2.2 Interest; Loan Payments; Late Payment Charge			35
2.2.1 Payments			35
2.2.2 Interest Calculation			36
2.2.3 Eurodollar Rate Unascertainable; Illegality; Increased Costs			36
2.2.4 Payment on Maturity Date			38
2.2.5 Payments after Default			38
2.2.6 Late Payment Charge			39
2.2.7 Usury Savings			39
2.2.8 Foreign Taxes			39
Section 2.3 Prepayments			40
2.3.1 Voluntary Prepayments			40
2.3.2 Mandatory Prepayments			41
2.3.3 Prepayments After Default			42
2.3.4 Making of Payments			42
2.3.5 Application of Prepayments			42
Section 2.4 Interest Rate Cap Agreement			43
Section 2.5 Release of Property			44
2.5.1 Release of Individual Property			44
2.5.2 Release on Payment in Full			46
Section 2.6 Substitution of Properties			46
Section 2.7 Releases of Certain Parcels			53
III. CASH MANAGEMENT			53

Section 3.1 Establishment of Accounts			53
Section 3.2 Deposits into Lockbox Account			54
Section 3.3 Account Name			55
Section 3.4 Eligible Accounts			55
Section 3.5 Permitted Investments			55
Section 3.6 Intentionally Omitted			56
Section 3.7 Transfer To and Disbursements from the Lockbox Account			56
Section 3.8 Withdrawals From the Tax Account and the Insurance Premium Account			57
Section 3.9 Withdrawals from the Replacement Reserve Account			57
Section 3.10 Withdrawals from the Required Repair Account			57
Section 3.11 Withdrawals from the Debt Service Account			57
Section 3.12 Intentionally Omitted			57
Section 3.13 Intentionally Omitted			57
Section 3.14 Withdrawals from the Ground Rent Account			57
Section 3.15 Disbursement Upon Lockbox Trigger Event Cure			57
Section 3.16 Lockbox Trigger Event Cure			57
Section 3.17 Sole Dominion and Control			58
Section 3.18 Security Interest			58
Section 3.19 Rights on Default			58
Section 3.20 Financing Statement; Further Assurances			58
Section 3.21 Borrower’s Obligation Not Affected			59
Section 3.22 Payments Received Under this Agreement			59
IV. REPRESENTATIONS AND WARRANTIES			59
Section 4.1 Borrower Representations			59
4.1.1 Organization			59
4.1.2 Proceedings			60
4.1.3 No Conflicts			60
4.1.4 Litigation			60
4.1.5 Agreements			60
4.1.6 Solvency			61
4.1.7 Full and Accurate Disclosure			61
4.1.8 No Plan Assets			61

4.1.9 Compliance			62
4.1.10 Financial Information			62
4.1.11 Condemnation			62
4.1.12 Federal Reserve Regulations			62
4.1.13 Utilities and Public Access			63
4.1.14 Not a Foreign Person			63
4.1.15 Separate Lots			63
4.1.16 Assessments			63
4.1.17 Enforceability			63
4.1.18 No Prior Assignment			63
4.1.19 Insurance			63
4.1.20 Use of Property			64
4.1.21 Certificate of Occupancy; Licenses			64
4.1.22 Flood Zone			64
4.1.23 Physical Condition			64
4.1.24 Boundaries			64
4.1.25 Leases			65
4.1.26 Survey			65
4.1.27 Intentionally Omitted			65
4.1.28 Filing and Recording Taxes			65
4.1.29 Franchise Agreement; PIPs			65
4.1.30 Management Agreement/Operating Lease			66
4.1.31 Illegal Activity			66
4.1.32 No Change in Facts or Circumstances; Disclosure			66
4.1.33 Investment Company Act			66
4.1.34 Principal Place of Business; State of Organization			67
4.1.35 Single Purpose Entity			67
4.1.36 Business Purposes			71
4.1.37 Taxes			71
4.1.38 Intentionally Omitted			72
4.1.39 Environmental Representations and Warranties			72
4.1.40 Taxpayer Identification Number			72
4.1.41 Embargoed Person and Patriot Act			72

4.1.42 Ground Lease Representations			73
4.1.43 Deposit Accounts			75
Section 4.2 Survival of Representations			75
V. BORROWER COVENANTS			75
Section 5.1 Affirmative Covenants			75
5.1.1 Existence; Compliance with Legal Requirements			76
5.1.2 Taxes and Other Charges			77
5.1.3 Litigation			77
5.1.4 Access to Properties			77
5.1.5 Notice of Default			77
5.1.6 Cooperate in Legal Proceedings			78
5.1.7 Award and Insurance Benefits			78
5.1.8 Further Assurances			78
5.1.9 Mortgage and Intangible Taxes			78
5.1.10 Financial Reporting			79
5.1.11 Business and Operations			81
5.1.12 Costs of Enforcement			82
5.1.13 Estoppel Statement			82
5.1.14 Loan Proceeds			83
5.1.15 Performance by Borrower			83
5.1.16 Confirmation of Representations			83
5.1.17 Leasing Matters			83
5.1.18 Management Agreement			85
5.1.19 Environmental Covenants			87
5.1.20 Alterations			88
5.1.21 Franchise Agreement			89
5.1.22 Operating Lease			90
5.1.23 OFAC			91
5.1.24 The Ground Lease			91
5.1.25 O&M Program			93
5.1.26 Condominium Provisions			94
Section 5.2 Negative Covenants			94
5.2.1 Liens			95

5.2.2 Dissolution			95
5.2.3 Change In Business			95
5.2.4 Debt Cancellation			95
5.2.5 Zoning			95
5.2.6 No Joint Assessment			95
5.2.7 Name, Identity, Structure, or Principal Place of Business			96
5.2.8 ERISA			96
5.2.9 Affiliate Transactions			97
5.2.10 Transfers			97
VI. INSURANCE; CASUALTY; CONDEMNATION; REQUIRED REPAIRS			99
Section 6.1 Insurance			99
Section 6.2 Casualty			104
Section 6.3 Condemnation			104
Section 6.4 Restoration			105
VII. RESERVE FUNDS			109
Section 7.1 Required Repair Funds			109
7.1.1 Deposits			109
7.1.2 Release of Required Repair Funds			110
Section 7.2 Tax and Insurance Escrow Fund			110
Section 7.3 Replacements and Replacement Reserve			111
7.3.1 Replacement Reserve Fund			111
7.3.2 Disbursements from Replacement Reserve Account			111
7.3.3 Performance of Capital Expenditures			112
7.3.4 Failure to Make Capital Expenditures			114
7.3.5 Balance in the Replacement Reserve Account			114
Section 7.4 Ground Lease Escrow Fund			115
Section 7.5 Intentionally Omitted			115
Section 7.6 Reserve Funds, Generally			115
VIII. DEFAULTS			116
Section 8.1 Event of Default			116
Section 8.2 Remedies			122
Section 8.3 Remedies Cumulative; Waivers			123
IX. SPECIAL PROVISIONS			123

Section 9.1 Sale of Notes and Securitization			123
Section 9.2 Securitization Indemnification			125
Section 9.3 Servicer			127
Section 9.4 Exculpation			128
Section 9.5 Contributions and Waivers			130
Section 9.6 Reallocation of Loan Amounts			133
X. MISCELLANEOUS			134
Section 10.1 Survival			134
Section 10.2 Lender’s Discretion			134
Section 10.3 Governing Law			134
Section 10.4 Modification, Waiver in Writing			135
Section 10.5 Delay Not a Waiver			135
Section 10.6 Notices			136
Section 10.7 Trial by Jury			137
Section 10.8 Headings			137
Section 10.9 Severability			137
Section 10.10 Preferences			137
Section 10.11 Waiver of Notice			137
Section 10.12 Remedies of Borrower			138
Section 10.13 Expenses; Indemnity			138
Section 10.14 Schedules and Exhibits Incorporated			139
Section 10.15 Offsets, Counterclaims and Defenses			139
Section 10.16 No Joint Venture or Partnership; No Third Party Beneficiaries			140
Section 10.17 Publicity			140
Section 10.18 Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets			140
Section 10.19 Waiver of Counterclaim			141
Section 10.20 Conflict; Construction of Documents; Reliance			141
Section 10.21 Brokers and Financial Advisors			142
Section 10.22 Prior Agreements			142
Section 10.23 Counterparts			142
Section 10.24 Liability			142

LIST OF SCHEDULES AND EXHIBITS

Schedule I:		Allocated Loan Amounts
Schedule II:		FF&E Expenditures
Schedule III:		Required Repairs
Schedule IV:		Organizational Chart of Borrower
Schedule V:		List of Managers
Schedule VI:		Monthly Pegged Amounts
Schedule VII:		Franchise Agreement/Franchisor
Schedule VIII:		Operating Lease
Schedule IX:		Property Manager
Schedule X:		Property Account/Concentration Account Bank
Schedule XI:		Environmental Reports
Schedule XII:		Ground Leases
Schedule XIII:		Reserved
Schedule XIV:		O&M Program Properties
Schedule XV:		Form of Operating Statement
Schedule XVI:		Disclosure Schedule
Schedule XVII:		Information Schedule of Capital Expenditures
Exhibit A:		Property Account Agreement
Exhibit B:		Tenant Notice Letter
Exhibit C:		Assignment of Interest Rate Cap Agreement
Exhibit D:		Credit Card Company Notice Letter
Exhibit E:		Condemnation Proceedings
Exhibit F:		San Antonio Release Parcel

LOAN AGREEMENT

     THIS LOAN AGREEMENT, dated as of November 10, 2006 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28255 (“Lender”) and FELCOR/JPM HOTELS, L.L.C., a Delaware limited liability company, and DJONT/JPM LEASING, L.L.C. a Delaware limited liability company, each having its principal place of business at c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062 (individually and collectively, as the context may require “Borrower”).

WITNESSETH:

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

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

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

      I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

      Section 1.1 Definitions.

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

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

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

     “Accounts” shall mean, collectively, the Property Account, the Concentration Account, the Tax Account, the Insurance Premium Account, the Required Repair Account, the Replacement Reserve Account, the Debt Service Account, the Ground Rent Account, and the Lockbox Account.

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

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

     “Acquired Property Statements” shall have the meaning set forth in Section 5.1.10(h)(i) hereof.

     “Act” shall have the meaning set forth in Section 4.1.35 hereof.

     “Adjusted Interest Rate” shall mean an interest rate per annum equal to the weighted average of (i) with respect to Note A, the Prime Rate minus one half of one percent (0.5%) per annum and (ii) with respect to Note B, the Prime Rate, minus one half of one percent (0.5%) per annum.

     “Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

     “Affiliated Loans” shall have the meaning set forth in Section 5.1.10(m) hereof.

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

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

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

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

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

     “Applicable Interest Rate” shall mean (A) for the Initial Interest Period, (i) with respect to Note A, an interest rate per annum equal to 6.25% and (ii) with respect to Note B, an interest rate per annum equal to 6.25%; and (B) for each successive Interest Period after the Initial Interest Period through and including the date on which the Debt is paid in full, an interest rate per annum equal to (I) the Eurodollar Rate or (II) the Adjusted Interest Rate, if the Loan begins bearing interest at the Adjusted Interest Rate in accordance with the provisions of Section 2.2.3 hereof.

     “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 applicable Individual Property is located, who meets the requirements of FIRREA and who is otherwise satisfactory to Lender.

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

     “Assignment of Interest Rate Cap” shall mean that certain Collateral Assignment of Interest Rate Cap Agreement made by Borrower to Lender dated as of the date hereof required by this Agreement as security for the Loan, consented to by the Counterparty, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

     “Assignment of Leases” shall mean, with respect to each Individual Property, that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Borrower, as assignor, to MERS as nominee of Lender, as assignee, assigning to MERS as nominee of Lender all of Borrower’s interest in and to the Leases and Rents of such Individual Property as security for the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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

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

     “Bank of America” shall have the meaning set forth in Section 3.2(b) hereof.

     “Bank of America Group” shall have the meaning set forth in Section 3.2(b) hereof.

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

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

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

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

     “Business Day” shall mean any day other than (i) a Saturday or a Sunday or (ii) a day on which federally insured depository institutions in the States of New York or North Carolina or the state in which the offices of the Servicer and the trustee in the Securitization are located are

authorized or obligated by law, governmental decree or executive order to be closed, except that when used with respect to the determination of LIBOR, “Business Day” shall be a day on which commercial banks are open for international business (including dealings in U.S. Dollar deposits) in London, England.

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

     “By-Laws” shall mean those certain “By-Laws” (as defined in the Declaration) providing for the operation of the Condominium, as the same may be amended, supplemented, replaced or otherwise modified from time to time.

     “Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including, but not limited to, expenditures for building improvements or major repairs, leasing commissions and tenant improvements).

     “Capital Plan” shall mean collectively the Detail Project Reports dated July 18, 2006 prepared by FelCor Lodging Trust Incorporated, setting forth the detailed budgeted capital plans for each of the Properties and previously delivered to Lender in connection with the Loan.

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

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

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

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

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

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

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

     “Collateral Accounts” shall have the meaning set forth in Section 4.1.43 hereof.

     “Common Charges” shall mean all common charges and special assessments imposed pursuant to the Condominium Documents.

     “Common Elements” shall have the meaning set forth in the Condominium Documents.

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

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

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

     “Condo Property” shall mean the Individual Property located at 3880 W. Northwest Highway, Dallas, Texas and known as Dallas Love Field Embassy Suites.

     “Condominium” shall mean the condominium located at the Condo Property.

     “Condominium Act” shall mean the Texas Condominium Act, Texas Property Code, Chapter 81, as from time to time amended or superseded.

     “Condominium Board” shall mean the “Board”, (as described in the Declaration) managing the Condominium by virtue of the Condominium Act, and the Condominium Documents, on behalf of all the owners of the units comprising the Condominium.

     “Condominium Documents” shall mean, collectively, the Declaration and the By laws.

     “Condominium Management Agreement” shall mean any management agreement entered into by the Condominium Board with respect to the management of the Common Elements.

     “Condominium Manager” shall mean any manager of the Common Elements.

     “Condominium Proxy” shall mean an irrevocable proxy given by Borrower to Lender in connection with the Loan.

     “Consumer Price Index” shall have the meaning set forth in Section 5.1.10(d) hereof.

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

     “Conveyance to Non-Affiliate” shall have the meaning set forth in Section 2.3.1 hereof.

     “Counterparty” shall mean Bank of America, N.A. or any other Person which is the issuer of the Interest Rate Cap Agreement.

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

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

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

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

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

     (a) the numerator is the Net Operating Income for the most recently available 12 full calendar month period preceding the date of calculation as set forth in the financial statements required hereunder, without deduction for (i) actual management fees incurred in connection with the operation of the Properties, or (ii) amounts paid to the Reserve Funds, less (A) management fees equal to the greater of (1) assumed management fees of four percent (4%) of Gross Income from Operations or (2) the actual management fees incurred and (B) the greater of (1) assumed Replacement Reserve Fund contributions equal to 4% of Gross Income from Operations (without regard to whether such contributions are suspended pursuant to the terms of Section 7.3 hereof), (2) actual Replacement Reserve Fund contributions pursuant to the terms hereof and (3) contributions for Capital Expenditures required pursuant to the Management Agreements and the Franchise Agreements; and

     (b) the denominator is all the aggregate interest payments that would be due and payable for such 12 full calendar month period on the Loan, assuming a principal and interest constant equal to 8.73%.

     “Declaration” shall mean that certain Declaration of Condominium Regime for The Plaza at Bachman Creek dated February 24, 1986, and recorded in the Deed of Records of Dallas County, Texas in volume 86037, page 3409, as the same may hereafter from time to time be further modified, amended, restated or supplemented pursuant to the terms hereof.

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

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

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

     “Disclosure Schedule” shall have the meaning set forth in Section 4.1 hereof.

     “Dow Jones Market Service Page 3750” means the display designated as page 3750 on the Dow Jones Market Service (formerly Telerate) Page 3750 (or such other page as may replace page 3750 on that service or such other service as may be nominated by the British Bankers-

Association as the information vendor for the purposes of displaying British Bankers-Association Interest Settlement Rates for U.S. dollar deposits).

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

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

     “Embargoed Person” shall have the meaning set forth in Section 4.1.41 hereof.

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

     “Environmental Law” shall mean any federal, State and local laws, statutes, ordinances, rules, regulations, standards, policies and other government directives or requirements, as well as common law, that, at any time, apply to Borrower and/or Indemnitor or any Property and relate to Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act and the Resource Conservation and Recovery Act.

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

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

     “Equipment” shall have the meaning set forth in Section 5.2.10 hereof.

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

     “Eurodollar Rate” shall mean an interest rate per annum equal to (i) with respect to Note A, the Note A Eurodollar Rate and (ii) with respect to Note B, the Note B Eurodollar Rate.

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

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

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

     “Extension Criteria” shall mean, with respect to each extension of the Maturity Date as provided herein, (i) no Event of Default has occurred and is continuing under the Loan, (ii) Borrower sends Lender written request at least thirty (30) days, but not more than one hundred twenty (120) days, prior to the expiration of the initial or Extension Term, as applicable, (an “Extension Notice”) and (iii) Borrower shall obtain and deliver to Lender prior to exercise of such Extension Term, one or more Replacement Interest Rate Cap Agreements, which Replacement Interest Rate Cap Agreements shall be effective commencing on the first day of such Extension Term and shall have a maturity date not earlier than the Maturity Date.

     “FF&E” shall mean all furniture, furnishings, fixtures and equipment required for the operation of the Property, including, without limitation, lobby furniture, carpeting, draperies, paintings, bedspreads, television sets, office furniture and equipment such as safes, cash registers, and accounting, duplicating and communication equipment, telephone systems, back and front of the house computerized systems, guest room furniture, specialized hotel equipment such as equipment required for the operation of kitchens, laundries, the front desk, dry cleaning facilities, bar and cocktail lounges, restaurants, recreational facilities as they may exist from time to time, and decorative lighting, material handling equipment and cleaning and engineering equipment and all other fixtures, equipment, apparatus and personal property needed for such purposes; but excluding, (i) Property building equipment and systems (including, but not limited to, the heating, ventilating and air conditioning system, elevators, electrical distribution system, life safety systems and plumbing), (ii) other fixtures attached to and forming part of the Improvements (including, but not limited to, lighting fixtures and bars) installed during construction of the Property (but replacements thereof shall be included) and (iii) Operating Equipment and Supplies.

     “FF&E Deposit Event” shall mean the occurrence of any of the following events: (a) an Event of Default and (b) an FF&E Expenditures Event.

     “FF&E Expenditures” shall mean amounts expended for the purchase, replacement and/or the installation of FF&E at the Property or any Capital Expenditures at the Property.

     “FF&E Expenditures Event” shall mean, as of any date of determination, if Borrower and Manager have failed to expend the FF&E Replacement Amount for FF&E Expenditures and/or FF&E Expenditures Work.

     “FF&E Expenditures Work” shall mean any labor performed or materials installed in connection with any FF&E Expenditures.

     “FF&E Replacement Amount” shall mean, as of the last day of the time periods set forth on Schedule II attached hereto, the amounts set forth on Schedule II attached hereto.

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

     “First Prepayment Period” shall mean the period commencing on the day after the Lockout Date and ending on the last day of the twelfth (12th) Interest Period immediately following the Initial Interest Period.

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

     “Fitch” shall mean Fitch, Inc.

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

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

     “Franchise Agreement” shall mean those certain franchise agreements more specifically identified on Schedule VII attached hereto or, if the context requires, the Replacement Franchise Agreements executed in accordance with the terms and provisions of this Agreement.

     “Franchisor” shall mean each franchisor with respect to the applicable Franchise Agreement, as same is identified on Schedule VII attached hereto.

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

     “Governmental Authority” shall mean any court, board, agency, commission, office, central bank or other authority of any nature whatsoever for any governmental unit (federal, State, county, district, municipal, city, country or otherwise) or quasi-governmental unit whether now or hereafter in existence.

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

     “Ground Lease” shall mean, individually and collectively, as the context may require, each ground lease described on Schedule XII attached hereto and made a part hereof.

     “Ground Lease Escrow Fund” shall have the meaning set forth in Section 7.4 hereof.

     “Ground Lease Properties” shall mean the Individual Properties located in Tampa, Florida, Jacksonville, Florida, Deerfield Beach, Florida and Anaheim, California.

     “Ground Lessor” shall mean the fee owner, as landlord, under each Ground Lease.

     “Ground Rent” shall have the meaning set forth in Section 7.4 hereof.

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

     “Guarantor” shall mean FelCor Lodging Limited Partnership and any other entity guaranteeing any payment or performance obligation of Borrower.

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

     “Hazardous Materials” shall mean petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls (“PCBs”) and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing materials in any form that is or could become friable; underground or above-ground storage tanks, whether empty or containing any substance; toxic mold; any substance the presence of which on any Property is prohibited by any federal, State or local authority; any substance that requires special handling and/or disposal; and any other material or substance now or in the future defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant” or other words of similar import within the meaning of any Environmental Law.

     “Hilton Franchised Properties” shall mean the Individual Properties located at (i) Bloomington, Minnesota, (ii) Dallas (DFW), Texas, (iii) Jacksonville, Florida, (iv) Lexington, Kentucky, (v) Deerfield Beach, Florida, (vi) Phoenix, Arizona, (vii) Dallas (Love Field), Texas, , and (viii) Anaheim, California.

     “IHG” shall have the meaning set forth in Section 5.1.18 hereof.

     “IHG Managed Properties” shall have the meaning set forth in Section 5.1.10(d) hereof.

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

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

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

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

     “Indemnitor” shall mean FelCor Lodging Limited Partnership.

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

     “Individual Property” shall mean each parcel of real property (including, without limitation, any interest created pursuant to a Ground Lease), the Improvements thereon and all Personal Property owned by Borrower and Ground Lessor and encumbered by a Security Instrument, together with all rights pertaining to such Property and Improvements, as more particularly described in Article 1 of each Security Instrument and referred to therein as the “Property”, including any Release Property prior to its release or Substitute Property upon substitution.

     “Initial Interest Period” shall have the meaning set forth in the definition of “Interest Period” herein.

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

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

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

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

     “Interest Period” shall mean (a) with respect to the initial period for the accrual of interest due under this Agreement, the period from and including the Closing Date through but excluding the Selected Day first occurring after the Closing Date (the “Initial Interest Period”), and (b) with respect to the Payment Date occurring in December, 2006 and each Payment Date thereafter, the period from and including the Selected Day immediately preceding the applicable Payment Date through but excluding the Selected Day next occurring after the applicable Payment Date.

Notwithstanding the foregoing clause (b), if Lender so elects at any time, upon written notice to Borrower, the “Interest Period” shall be the calendar month preceding each Payment Date.

     “Interest Rate Cap Agreement” shall mean the Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto), between an Acceptable Counterparty and Borrower obtained by Borrower and dated as of the date hereof. The Interest Rate Cap Agreement shall be written on documentation reasonably acceptable to Lender, and shall provide for interest periods and calculations consistent with the payment terms of this Agreement. After delivery of a Replacement Interest Rate Cap Agreement to Lender, the term “Interest Rate Cap Agreement” shall be deemed to mean such Replacement Interest Rate Cap Agreement.

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

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

     “Jacksonville Property” shall mean the Individual Property located at 9300 Baymeadows Road, Jacksonville, Florida.

     “Leases” shall have the meaning set forth in Article 1 of the Security Instrument with respect to each Individual Property, including, without limitation, the Operating Lease.

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

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

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

     “LIBOR” shall mean the rate per annum calculated as set forth below:

     (i) With respect to each Interest Period, the rate for deposits in U.S. Dollars, for a period equal to one month, which appears on the Dow Jones Market Service (formerly Telerate) Page 3750 as of 11:00 a.m., London time, on the related LIBOR Determination Date (rounded upwards to the nearest 1000 ^th of 1%). If such rate does not appear on Dow Jones Market Service Page 3750, the rate for that Interest Period shall be determined on the basis of the rates at which deposits in Dollars are offered by any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation of such rates at

approximately 11:00 a.m., London time, on the related LIBOR Determination Date to prime banks in the London interbank market for a period of one month, commencing on the first day of such Interest Period and in an amount that is representative for a single such transaction in the relevant market at the relevant time. Lender shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide a quotation of such rates, as offered by each such bank. If at least two such quotations are provided, the rate for that Interest Period shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Interest Period shall be the arithmetic mean of the rates quoted by major banks in New York City selected by Lender, at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date with respect to such Interest Period for loans in Dollars to leading European banks for a period equal to one month, commencing on the first day of such Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time. Lender shall determine LIBOR for each Interest Period and the determination of LIBOR by Lender shall be binding upon Borrower absent manifest error.

     (ii) In the event that Lender shall have determined in its reasonable discretion that none of the methods set forth in the definition of “LIBOR” herein are available, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day of the related Interest Period. If such notice is given, LIBOR, commencing with such related Interest Period, shall be LIBOR in effect for the most recent Interest Period.

     “LIBOR Determination Date” shall mean (a) with respect to any Interest Period prior to the Interest Period that commences in the month during which the Securitization Closing Date occurs, two (2) Business Days prior to the start of the applicable Interest Period; (b) with respect to the Interest Period that commences in the month during which the Securitization Closing Date occurs, the date that is two (2) Business Days prior to the Securitization Closing Date and (c) with respect to each Interest Period thereafter, the date that is two (2) Business Days prior to the beginning of such Interest Period.

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

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

     “LLC Agreement” shall have the meaning set forth in Section 4.1.35 hereof.

     “Loan” shall mean the loan made by Lender to Borrower pursuant to this Agreement and the other Loan Documents.

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

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

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

     “Lockbox Period” shall mean the period commencing upon the occurrence of a Lockbox Trigger Event and ending upon the occurrence of a Lockbox Trigger Event Cure.

     “Lockbox Trigger Event” shall mean an Event of Default.

     “Lockbox Trigger Event Cure” shall have the meaning set forth in Section 3.16 hereof.

     “Lockout Date” shall mean the last day of the sixth (6th) Interest Period immediately following the Initial Interest Period.

     “Lockout Period” shall have the meaning set forth in Section 2.3.1 hereof.

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

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

     “Management Agreement” shall mean, with respect to any Individual Property, the management agreement entered into by and between Operating Lessee and Manager, pursuant to which the Manager is to provide management and other services with respect to such Individual Property, or, if the context requires, the Replacement Management Agreement executed in accordance with the terms and provisions of this Agreement.

     “Manager” shall mean, for each Individual Property, that certain property manager set forth on Schedule IX or, if the context requires, a Qualified Manager who is managing the Properties or any Individual Property in accordance with the terms and provisions of this Agreement.

     “Manager Account” shall mean such account as Manager may from time to time designate by written notice to Lender and the bank maintaining the Concentration Account.

     “Maturity Date” shall mean the Payment Date occurring in November, 2008, or such other date on which the final payment of the principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise; provided, however, upon compliance with the Extension Criteria, Borrower shall have the right to extend the Maturity Date for three (3) additional periods of one (1) year each (each, an “Extension Term”).

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

     “Member” shall have the meaning set forth in Section 4.1.35 hereof.

     “MERS” shall mean Mortgage Electronic Mortgage Registration Systems, Inc., a Delaware stock corporation.

     “Monthly Common Charge Amount” shall mean the amount due to the Condominium Board each month for Common Charges with respect to the Condo Property.

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

     “Monthly Ground Rent Deposit” shall have the meaning set forth in Section 7.4 hereof.

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

     “Monthly Pegged Amount” shall mean the aggregate of (i) an aggregate amount, which amount shall be determined on April 1st of each Fiscal Year, equal to one hundred twenty-five percent (125%) of one-twelfth (1/12) of the annual Operating Expenses for the Properties required to be paid during the then current Fiscal Year by Manager, on behalf of Borrower, in accordance with the Approved Annual Budget; provided however that such annual Operating Expenses shall not include Taxes, Insurance Premiums, incentive management fees, sales and use taxes that are due and owing on the Gross Income from Operations and revenues collected on behalf of unaffiliated operators of the restaurants located at the Properties in the ordinary course of business, and (ii) Borrower’s reasonable estimate of amounts which shall be due and owing during the immediately succeeding monthly period for: (a) sales and use taxes on the Gross Income from Operations and (b) revenues collected on behalf of unaffiliated operators of restaurants located at the Properties in the ordinary course of business. The Monthly Pegged Amount shall be adjusted based upon the release and/or substitution of Properties in accordance with the terms hereof. As of the date hereof, the amount comprising clause (i) of this definition of Monthly Pegged Amount for each Individual Property is set forth on Schedule VI hereof. If for any reason, a new amount comprising clause (i) of this definition of Monthly Pegged Amount is not established on said April 1 ^st , the current amount comprising clause (i) of this definition of Monthly Pegged Amount shall be in effect until such time as the new amount comprising clause (i) of this definition of Monthly Pegged Amount is established.

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

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

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

     “Net Operating Income” means the amount obtained by subtracting Operating Expenses from Gross Income from Operations.

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

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

     “Note” shall mean, collectively, Note A and Note B, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

     “Note A” shall mean, collectively Note A-1 and Note A-2, as same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

     “Note A-1” shall mean that certain promissory note of even date herewith in the original principal amount of Ninety-Six Million One Hundred Thousand and 00/100 Dollars ($96,100,000) made by Borrower in favor of Lender, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

     “Note A-2” shall mean that certain promissory note of even date herewith in the original principal amount of Eighty-Eight Million Seven Hundred Seven Thousand Six Hundred Ninety-Two and 31/100 Dollars ($88,707,692.31) made by Borrower in favor of Lender, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

     “Note A Eurodollar Rate” shall mean with respect to any Interest Period, an interest rate per annum equal to LIBOR plus ninety-three one hundreds of one percent (0.93%) per annum.

     “Note B” shall mean, collectively Note B-1 and Note B-2, as same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

     “Note B-1” shall mean that certain promissory note of even date herewith in the original principal amount of Thirty-Three Million Nine Hundred Thousand and 00/100 Dollars ($33,900,000) made by Borrower in favor of Lender, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

     “Note B-2” shall mean that certain promissory note of even date herewith in the original principal amount of Thirty-One Million Two Hundred Ninety-Two Thousand Three Hundred Seven and 69/100 Dollars ($31,292,307.69) made by Borrower in favor of Lender, as the same

may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time.

     “Note B Eurodollar Rate” shall mean with respect to any Interest Period, an interest rate per annum equal to LIBOR plus ninety-three one hundreds of one percent (0.93%) per annum.

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

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

     “OFAC” shall have the meaning set forth in Section 4.1.41.

     “Offering Document Date” shall have the meaning set forth in Section 5.1.10(h)(iv) hereof.

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

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

     “Operating Equipment and Supplies” shall mean all chinaware, glassware, linens, silverware, tools, kitchen utensils, uniforms, engineering and housekeeping tools and utensils, food and beverage items, fuel, soap, mechanical stores, cleaning supplies and materials, matches, stationary, paper supplies, laundry supplies, food service preparation utensils, housekeeping supplies, accounting supplies and other immediately consumable items used in the operation of the Property.

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

     “Operating Lease” shall mean those certain Operating Leases described on Schedule VIII attached hereto.

     “Operating Lease Subordination Agreement” shall mean those certain Operating Lease Subordination Agreements with respect to the Properties.

     “Operating Lessee” shall mean DJONT/JPM Leasing, L.L.C.

     “Other Charges” shall mean all personal property taxes, Ground Rents, maintenance charges, impositions other than Taxes, common charges, maintenance charges, assessments and similar charges payable with respect to the Condo Property under the Condominium Documents and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

     “Owner” shall mean FelCor/JPM Hotels, L.L.C., a Delaware limited liability company.

     “Payment Date” shall mean the sixth (6) day of each calendar month.

     “Permitted Encumbrances” shall mean, with respect to an Individual Property, collectively, (a) the Liens and security interests created by the Loan Documents, (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policy relating to such Individual Property or any part thereof, (c) Liens, if any, for Taxes imposed by any Governmental Authority not yet delinquent, (d) Liens securing Permitted FF&E Financing and (e) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

     “Permitted FF&E Financing” shall have the meaning set forth in Section 5.2.10 hereof.

     “Permitted Investments” shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by Servicer, the trustee under any Securitization or any of their respective Affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the date it is anticipated such funds will be needed to meet Borrower’s obligations hereunder and meeting one of the appropriate standards set forth below:

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

     (ii) Federal Housing Administration debentures;

     (iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated

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

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

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

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

investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity;

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

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

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

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

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

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

     “Physical Conditions Report” shall mean, with respect to each Individual Property, a structural engineering report prepared by a company satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in its sole discretion, which report shall, among other things, (a) confirm that such Individual Property and its use complies, in all material respects, with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and (b) include a copy of a final certificate of occupancy with respect to all Improvements on such Individual Property.

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

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

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

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

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

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

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

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

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

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

     “Property Account Bank” shall mean, for each Individual Property, that certain property account bank and the bank maintaining the Concentration Account set forth on Schedule X, provided that such bank remains an Eligible Institution, and any successor Eligible Institution or other Eligible Institution selected by Borrower, subject to Lender’s approval.

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

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

     “Qualified Manager” shall mean a management company listed on Schedule V, or a reputable and experienced professional management organization (a) which manages, together with its Affiliates, one hundred fifty (150) properties of a type, quality and size similar to the Properties, totaling in the aggregate no less than 30,000 guest rooms and (b) prior to whose employment as manager of the Properties (i) prior to the occurrence of a Securitization, such employment shall have been approved by Lender, which approval shall not be unreasonably withheld, delayed or conditioned or (ii) after the occurrence of a Securitization, Lender shall have received written confirmation from the Rating Agencies that the employment of such manager will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current ratings of the Securities.

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

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

     “Regulation S-X Reporting Requirements” shall have the meaning set forth in Section 5.1.10(o) hereof.

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

     “Release Cap” shall mean an amount equal to $125,000,000.

     “Release Price” shall mean (a) with respect to each of the first two (2) Individual Properties which shall be released pursuant to Section 2.5 hereof, one hundred percent (100%) of the Allocated Loan Amount for such Individual Property and (b) with respect to each Individual Property which shall thereafter be released pursuant to Section 2.5 hereof, one hundred ten percent (110%) of the Allocated Loan Amount for such Individual Property.

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

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

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

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

     “Replacement Franchise Agreement” shall mean, collectively, (a) either (i) a franchise agreement with Franchisor substantially in the same form and substance as the Franchise Agreement, or (ii) a franchise agreement with Franchisor, which franchise agreement shall be acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower obtain confirmation from the applicable Rating Agencies that such franchise agreement will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current rating of the Securities or any class thereof; and (b) a franchisor estoppel and recognition agreement or other “comfort letter” substantially in the form delivered to Lender on the date hereof (or such other form acceptable to Lender), executed and delivered to Lender by Operating Lessee and Franchisor at Borrower’s expense, provided, with respect to this clause (b), if such franchisor estoppel and recognition agreement is in a form that substantially differs from the form delivered to Lender on the date hereof, Lender, at its option, may require that Borrower obtain confirmation from the applicable Rating Agencies that such franchisor estoppel and recognition agreement will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current rating of the Securities or any class thereof; provided, however, with respect to any expiring or replacement Franchise Agreement, Borrower shall not be required to obtain Lender’s consent or a confirmation from the Rating Agencies in the event that the Franchise Agreement in effect on the date hereof is extended on the same or more favorable terms to Operating Lessee as prior to the expiration thereof.

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

     “Replacement Management Agreement” shall mean, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower obtain confirmation from the applicable Rating Agencies that such management agreement will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current rating of the Securities or any class thereof; and (b) a conditional assignment of management agreement substantially in the form of the Assignment of Management Agreement (or such other form acceptable to Lender), executed and delivered to Lender by Operating Lessee and such Qualified Manager at Borrower’s expense, provided, with respect to this clause (b), if such conditional assignment of management agreement is in a form that substantially differs from the form delivered to Lender on the date hereof, Lender, at its option, may require that Borrower obtain confirmation from the applicable Rating Agencies that such conditional assignment of management agreement will not result in a downgrade, withdrawal or qualification of the initial, or if higher, then current rating of the Securities or any class thereof; provided, however, with

respect to any expiring or replacement Management Agreement, Borrower shall not be required to obtain Lender’s consent or a confirmation from the Rating Agencies in the event that the Management Agreement in effect on the date hereof is extended on the same or more favorable terms to Operating Lessee as prior to the expiration thereof.

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

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

     “Replacement Reserve Monthly Deposit” shall mean the greater of (i) such amounts as are required under the Franchise Agreements to be reserved for FF&E, (ii) such amounts as are required under the Management Agreements to be reserved for FF&E and (iii) the quotient obtained by dividing (A) the aggregate Gross Income from Operations for the Properties still subject to the Lien of a Security Instrument for the preceding calendar year (as reflected in Borrower’s annual operating statements as approved and accepted by Lender) multiplied by four percent (4%) by (B) twelve (12). The Replacement Reserve Monthly Deposit shall be adjusted annually and shall be effective for the Replacement Reserve Monthly Deposit due on the Payment Date first occurring after the appropriate financial statements have been delivered to Lender as required herein.

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

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

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

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

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

     “Responsible Officer” means with respect to a Person, the president, chief financial officer or treasurer or controller of such Person.

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

     “Restricted Party” shall mean Borrower, Principal or any Affiliated Manager or any shareholder, partner or member or any direct or indirect legal or beneficial owner of, Borrower, Principal or any Affiliated Manager; provided, however, that in no event shall FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated or any Manager which is not an Affiliated Manager be deemed a Restricted Party.

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

     “Sale of FelCor Lodging” shall have the meaning set forth in Section 5.2.10(c) hereof.

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

     “San Antonio Condemnation” shall mean the condemnation of a portion of the San Antonio Property more particularly described in that certain Third Amended Petition for Condemnation in the matter of the State of Texas v. Bristol Hotel Asset Co., et al, Cause No. 97-ED-0044 filed with Texas State Probate Court No. 1 Bexar County, Texas.

     “San Antonio Property” shall mean the Individual Property known as the Holiday Inn Select San Antonio International Airport and located at 77 NE Loop 410, San Antonio, Texas 78216.

     “Second Prepayment Period” shall mean the period commencing on the first day after the expiration of the First Prepayment Period and ending on the last day of the eighteenth (18th) Interest Period immediately following the Initial Interest Period.

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

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

     “Securitization Closing Date” shall mean the date upon which a Securitization closes.

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

     “Security Deposits” shall have the meaning set forth in Section 5.1.17(e) hereof.

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

     “Selected Day” means the fifteenth (15th) day of each calendar month, provided that prior to Securitization, Lender may in its sole discretion, with prior notice to Borrower, change the day of the month that will constitute the Selected Day.

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

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

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

     “Special Member” shall have the meaning set forth in Section 4.1.35 hereof.

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

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

     “Strike Rate” shall mean 7.8%.

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

     “Substitution Cap” shall mean an amount equal to $62,500.000.

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

     “Survey” shall mean, with respect to an Individual Property, a survey prepared by a surveyor licensed in the State where such Individual Property is located and satisfactory to Lender and the company or companies issuing the Title Insurance Policies, and containing a certification of such surveyor satisfactory to Lender.

     “Tax Account” shall have the meaning set forth in Section 3.1 hereof.

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

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

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

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

     “UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State in which an Individual Property is located or under the laws of which Borrower was organized, as the context may require.

     “Underwriter Group” shall have the meaning set forth in Section 3.2(b) hereof.

     “Unit” or “Units” shall mean any condominium units created pursuant to the Condominium Documents.

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

      Section 1.2 Principles of Construction.

     All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the

words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

      II.  GENERAL TERMS

      Section 2.1 Loan Commitment; Disbursement to Borrower.

     2.1.1 Agreement to Lend and Borrow.

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

     2.1.2 Single Disbursement to Borrower.

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

     2.1.3 The Note, Security Instruments and Loan Documents.

     The Loan shall be evidenced by the Note and secured by the Security Instruments, the Assignments of Leases and the other Loan Documents. Borrower hereby authorizes Lender to file a financing statement or statements under the UCC in connection with the Properties in the form required to properly perfect Lender’s security interest therein.

     2.1.4 Use of Proceeds.

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

      Section 2.2 Interest; Loan Payments; Late Payment Charge.

     2.2.1 Payments.

          (a) Interest . Interest on the outstanding principal balance of the Loan shall accrue from the Closing Date to the end of the Interest Period in which the Maturity Date occurs at the Applicable Interest Rate. Monthly installments of interest only shall be paid on each Payment Date commencing on the Payment Date occurring in December, 2006 and on each subsequent Payment Date thereafter up to and including the Maturity Date for the Interest Period in which such Payment Date or Maturity Date occurs. Interest on the outstanding principal amount of the Loan for the period through and including November 14, 2006 shall be paid by Borrower on the Closing Date. The outstanding principal balance of the Loan together with all accrued and unpaid interest thereon shall be due and payable on the Maturity Date (including,

without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)).

          (b) Intentionally Omitted.

          (c) Intentionally Omitted.

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

          (e) Provided no Event of Default has occurred and is continuing, all payments made in accordance with this Section 2.21 shall be applied pro rata to sums due under Note A and Note B; after the occurrence of an Event of Default, all payments received on account of the Debt shall be applied in accordance with Section 2.2.5 hereof.

     2.2.2 Interest Calculation.

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

     2.2.3 Eurodollar Rate Unascertainable; Illegality; Increased Costs.

          (a) (i) In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender shall forthwith give notice by telephone of such determination, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period, with a written confirmation of such determination promptly thereafter. If such notice is given, the Loan shall bear interest at the Adjusted Interest Rate beginning on the first day of the next succeeding Interest Period. (ii) If, pursuant to the terms of this Section 2.2.3(a), the Loan is bearing interest at the Adjusted Interest Rate and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower by telephone of such determination, confirmed in writing, to Borrower as soon as reasonably practical, but in no event later than one (1) Business Day prior to the last day of the then current Interest Period. If such notice is given, the Loan shall bear interest at the Eurodollar Rate beginning on the first day of the next succeeding Interest Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to have the Loan bear interest at either the Eurodollar Rate or the Adjusted Interest Rate.

          (b) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender in good faith to make or maintain the portion of the Loan bearing interest at the Eurodollar Rate, (I) the obligation of Lender

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

          (c) In the event that any change in any requirement of any Applicable Law or in the interpretation or application thereof, or compliance in good faith by Lender with any request or directive (whether or not having the force of law) hereafter issued from any Governmental Authority, in each such case, which is generally applicable to all Lenders subject to such Governmental Authority’s jurisdiction:

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

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

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

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

the satisfaction of all other obligations of Borrower under the Note, this Agreement and the other Loan Documents.

          (d) Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense which Lender sustains or incurs to the extent it is a consequence of (I) any default by Borrower in payment of the principal of or interest on the Loan while bearing interest at the Eurodollar Rate, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the Eurodollar Rate, (II) any prepayment (whether voluntary or mandatory) of the Loan on a day that (A) is not the Payment Date immediately following the last day of an Interest Period with respect thereto or (B) is the Payment Date immediately following the last day of an Interest Period with respect thereto if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the Eurodollar Rate hereunder and (III) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate from the Eurodollar Rate to the Adjusted Interest Rate with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the Eurodollar Rate on a date other than the Payment Date immediately following the last day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the Eurodollar Rate hereunder (the amounts referred to in clauses (I), (II) and (III) are herein referred to collectively as the “Breakage Costs”). This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

     2.2.4 Payment on Maturity Date.

     Borrower shall pay to Lender on (or, to the extent permitted herein before) the Maturity Date the outstanding principal balance, all accrued and unpaid interest thereon, and all other amounts due hereunder and under the Note, the Security Instruments and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the Maturity Date).

     2.2.5 Payments after Default.

     Upon the occurrence and during the continuance of an Event of Default, interest on the outstanding principal balance of the Loan and, to the extent permitted by Applicable Law, overdue interest and other amounts due in respect of the Loan, shall accrue at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein Interest at the Default Rate shall be computed from the occurrence of the Event of Default until the actual receipt and collection of the Debt (or that portion thereof that is then due). To the extent permitted by Applicable Law, interest at the Default Rate shall be added to the Debt, shall itself accrue interest at the same rate as the Loan and shall be secured by the Security Instruments; provided that no sums shall be applied to the payment of principal under Note B until all principal and interest and other sums due under Note A have been paid in full. This paragraph shall not be construed as an agreement or privilege to extend the date of the

payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default.

     2.2.6 Late Payment Charge.

     If any principal, interest or any other sums due under the Loan Documents (including the sums due on the Maturity Date) is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by Applicable Law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Security Instruments and the other Loan Documents to the extent permitted by Applicable Law; provided, however, Borrower shall have the option, not to be exercised more than three (3) times during the term of the Loan, to not pay the late payment charge contemplated by this Section 2.2.6 in the event any Monthly Debt Service Payment Amount is paid within one (1) Business Day after the date the same was due. Any late payment charges received will be applied first to late charges accrued on Note A and then to late charges accrued on Note B.

     2.2.7 Usury Savings.

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

     2.2.8 Foreign Taxes.

     If the Loan is bearing interest at the Eurodollar Rate, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, Foreign Taxes, excluding, in the case of Lender, Foreign Taxes measured by its net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Lender is resident or organized, or any political subdivision thereof and, in the case of Lender, taxes measured by its overall net income, and franchise taxes imposed on it, by the jurisdiction of Lender’s lending office or any political subdivision thereof or in which Lender is resident or engaged in business. If any non-excluded Foreign Taxes are required to be withheld from any amounts payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all non-excluded Foreign Taxes) interest or any such other

amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any non-excluded Foreign Tax is payable pursuant to Applicable Law by Borrower, Borrower shall send to Lender an original official receipt showing payment of such non-excluded Foreign Tax or other evidence of payment reasonably satisfactory to Lender. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such non-excluded Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender the required receipts or other required documentary evidence, provided, however, in the event that Lender or any successor and/or assign of Lender is not incorporated under the laws of the United States of America or a state thereof Lender agrees that, prior to the first date on which any payment is due such entity hereunder, it will deliver to Borrower (i) two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that such entity is entitled to receive payments under the Note, without deduction or withholding of any United States federal income taxes, or (ii) an Internal Revenue Service Form W-9 or successor applicable form, as the case may be, to establish an exemption from United States backup withholding tax. Each entity required to deliver to Borrower a Form W-8BEN or W-8ECI or Form W-9 pursuant to the preceding sentence further undertakes to deliver to Borrower two further copies of the said letter and W-8BEN or W-8ECI or Form W-9, or successor applicable forms, or other manner of certification, as the case may be, on or before the date that any such letter or form expires (which, in the case of the Form W-8ECI, is the last day of each U.S. taxable year of the non-U.S. entity) or becomes obsolete or after the occurrence of any event requiring a change in the most recent letter and form previously delivered by it to Borrower, and such other extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8BEN or W-8ECI that such entity is entitled to receive payments under the Note without deduction or withholding of any United States federal income taxes, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such entity from duly completing and delivering any such letter or form with respect to it and such entity advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the case of a Form W-9, establishing an exemption from United States backup withholding tax. Notwithstanding the foregoing, if such entity fails to provide a duly completed Form W-8BEN or W-8ECI or other applicable form and, under Applicable Law, in order to avoid liability for Foreign Taxes, Borrower is required to withhold on payments made to such entity that has failed to provide the applicable form, Borrower shall be entitled to withhold the appropriate amount of Foreign Taxes. In such event, Borrower shall promptly provide to such entity evidence of payment of such Foreign Taxes to the appropriate taxing authority and shall promptly forward to such entity any official tax receipts or other documentation with respect to the payment of the Foreign Taxes as may be issued by the taxing authority.

      Section 2.3 Prepayments.

     2.3.1 Voluntary Prepayments.

     Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part prior to Lockout Date (the “Lockout Period”). On any Business Day

occurring after the expiration of the Lockout Period, Borrower may, at its option, prepay the Loan in whole, but not in part, upon satisfaction of the following conditions:

          (a) Borrower shall provide prior written notice to Lender specifying the date (the “Prepayment Date”) upon which the prepayment is to be made, which notice shall be delivered to Lender not less than thirty (30) days prior to such payment; and

          (b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) (a) if such prepayment occurs during the First Prepayment Period, a prepayment premium equal to one percent (1%) of then outstanding principal amount of the Loan (or in the case of a partial prepayment in connection with a release pursuant to Section 2.5, the amount being prepaid) and (b) if such prepayment occurs during the Second Prepayment Period, a prepayment premium equal to one half of one percent (0.5%) of then outstanding principal amount of the Loan (or in the case of a partial prepayment in connection with a release pursuant to Section 2.5, the amount being prepaid), and (c) if such prepayment occurs after the Second Prepayment Period, no prepayment premium shall be due, (ii) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (iii) in the event that any such prepayment is made on a day other than a Payment Date, Borrower shall pay to Lender a sum equal to the amount of interest which would have accrued under the Note on the amount of such prepayment through the end of the Interest Period in which the next Payment Date occurs (the “Interest Shortfall”), (iv) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (ii) and (iii); and (v) all other sums then due under this Agreement, the Note or the other Loan Documents;

     If in connection with a release of an Individual Property in accordance with Section 2.5 hereof, the Individual Property to be released is conveyed to a Person other than Borrower, Principal or any Person Affiliated with Borrower, Principal or Guarantor, (a “Conveyance to a Non-Affiliate”), this Section 2.3.1 shall not apply to prepayments made in accordance with such release.

     2.3.2 Mandatory Prepayments.

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

     2.3.3 Prepayments After Default.

     If, following an uncured Event of Default, Borrower tenders payment of all or any part of the Debt, or if all or any portion of the Debt is recovered by Lender after such Event of Default such tender or recovery shall be deemed a voluntary prepayment by Borrower in violation of the prohibition against prepayment of the Loan prior to the expiration of the Lockout Period and Borrower shall pay, in addition to the Debt, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (ii) if such prepayment occurs prior to the expiration of the Lockout Period, a prepayment consideration equal to three percent (3%) of the amount being prepaid, (iii) the Interest Shortfall, if applicable, with respect to the amount prepaid, (iv) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (iii); and (v) all other sums due under this Agreement, the Note or the other Loan Documents in connection with a partial or total prepayment.

     2.3.4 Making of Payments.

     Each payment by Borrower hereunder or under the Note shall be payable at P.O. Box 65585, Charlotte, North Carolina 28265-0585, or by wire transfer to Bank of America Incoming Wires, ABA #026009593, Account # 4782779943 for credit to CMSG Servicing # 3403777, or at such other place as Lender may designate from time to time in writing, on the date such payment is due, to Lender by deposit to such account as Lender may designate by written notice to Borrower. Each payment by Borrower hereunder or under the Note shall be made in funds settled through the New York Clearing House Interbank Payments System or other funds immediately available to Lender by 12:00 p.m., New York City time, on or prior to the date such payment is due, to Lender by deposit to such account as Lender may designate by written notice to Borrower. Whenever any payment hereunder or under the Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the first Business Day succeeding such scheduled due date.

     2.3.5 Application of Prepayments.

          (a) All prepayments received pursuant to this Section 2.3 and Section 2.5 shall be applied first, to interest on the outstanding principal balance being prepaid that accrued through and including the Prepayment Date, second, to the Interest Shortfall, if applicable, and third, to the payments of principal due under the Loan, if any, in the inverse order of maturity.

          (b) Provided no Event of Default has occurred and is continuing, all payments made in accordance with this Section 2.3 and Section 2.5 shall be applied pro rata to sums due under Note A and Note B; after the occurrence of an Event of Default, all payments received on account of the Debt shall be applied in accordance with Section 2.2.5 hereof.

     Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be permitted to prepay the principal balance of Note A or Note B unless (i) such prepayment is expressly permitted or required by this Agreement and (ii) in connection with (A) a prepayment in whole of Note A, Borrower simultaneously tenders a payment in whole of Note B and (B) a prepayment in whole of Note B, Borrower simultaneously tenders a payment in whole of Note A.

      Section 2.4 Interest Rate Cap Agreement.

          (a) Borrower shall obtain, or cause to be obtained, and shall thereafter maintain in effect, an Interest Rate Cap Agreement with an Acceptable Counterparty, which shall be coterminous with the Loan and have a notional amount which shall not at any time be less than the outstanding principal balance of the Loan and which shall at all times have a strike rate equal to the Strike Rate. The Counterparty shall be obligated under the Interest Rate Cap Agreement to make monthly payments equal to the excess of one (1) month LIBOR over the Strike Rate, calculated on the notional amount. The notional amount of the Interest Rate Cap Agreement may be reduced from time to time in amounts equal to any payment of the principal of the Loan in accordance with the terms hereof.

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

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

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

          (e) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or any Replacement Interest Cap Agreement as and when required hereunder, and such failure shall continue for ten (10) days following written notice from Lender, Lender may purchase such Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is paid by Borrower to Lender.

          (f) In connection with an Interest Rate Cap Agreement, if requested by Lender in connection with a Securitization, Borrower shall use commercially reasonable efforts (which shall not require the expenditure of funds by Borrower) to obtain and deliver to Lender an opinion of counsel from counsel for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:

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

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

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

          (iv) the Interest Rate Cap Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty, enforceable against the Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

      Section 2.5 Release of Property.

     2.5.1 Release of Individual Property.

     Provided no Event of Default has occurred and is continuing, after the expiration of the Lockout Period, Borrower may obtain the release of an Individual Property from the Lien of the

Security Instrument thereon (and related Loan Documents) and the release of Borrower’s obligations under the Loan Documents with respect to such Individual Property (other than those expressly stated to survive), but only upon the satisfaction of each of the following conditions:

          (a) Borrower shall provide Lender with at least thirty (30) days but no more than ninety (90) days prior written notice of its request to obtain a release of the Individual Property;

          (b) Intentionally Omitted;

          (c) Lender shall have received a wire transfer of immediately available federal funds in an amount equal to the Release Price for the applicable Individual Property, together with (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (ii) the Interest Shortfall, if applicable, with respect to the amount prepaid, (iii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (ii); and (iii) all other sums due under this Agreement, the Note or the other Loan Documents in connection with such release;

          (d) Borrower shall submit to Lender, not less than five (5) days prior to the date of such release, a release of Lien (and related Loan Documents) for such Individual Property for execution by Lender. Such release shall be in a form appropriate in each State in which the Individual Property is located and shall contain standard provisions, if any, protecting the rights of Lender. In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that (i) such documentation is in compliance with all applicable Legal Requirements, and (ii) the release will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released);

          (e) After giving effect to such release, Lender shall have determined that the Debt Service Coverage Ratio for the Properties then remaining subject to the Lien of a Security Instrument (not including the Individual Property to be released) (but for the purpose of this calculation only, assuming a Release Price equal to the Allocated Loan Amount) shall be at least equal to the Debt Service Coverage Ratio for all of the Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property, which determination shall be made after giving effect to (i) such release and (ii) any additional voluntary prepayment made by Borrower, but only to the extent necessary to meet such minimum Debt Service Coverage Ratio. If Borrower shall make such voluntary prepayment, such prepayment shall be made in accordance with Section 2.3.1(b); provided, however, that if the Individual Property to be released is conveyed pursuant to a Conveyance to a Non-Affiliate, no prepayment premium shall be due regardless of when such voluntary prepayment is made;

          (f) Lender shall have received evidence that the Individual Property to be released shall be conveyed to a Person other than Borrower or Principal;

          (g) In the event the Individual Property to be released is subject to an Operating Lease along with one or more additional Properties, Lender shall have received a certified copy of an amendment to the Operating Lease reflecting the deletion of the Individual Property to be released;

          (h) After giving effect to such release, Lender shall have determined that the aggregate Allocated Loan Amounts for all Individual Properties released pursuant to this Section 2.5 (including the Individual Property to be released) shall not exceed the Release Cap; and

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

     2.5.2 Release on Payment in Full.

     Lender shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Lien of the Security Instrument on each Individual Property not theretofore released.

      Section 2.6 Substitution of Properties.

     Subject to the terms of this Section 2.6, Borrower may obtain a release of the Lien of a Security Instrument (and the related Loan Documents) encumbering an Individual Property (a “Release Property”) by substituting therefor another hotel property of like kind and quality acquired by Borrower (individually, a “Substitute Property” and collectively, the “Substitute Properties”), provided that the following conditions precedent are satisfied:

          (a) Intentionally Omitted.

          (b) Lender shall have received at least sixty (60) days prior written notice requesting the substitution and identifying the Substitute Property and Release Property.

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

          (d) Lender shall have received a current Appraisal of (i) the Substitute Property and (ii) the Release Property, each prepared within sixty (60) days prior to the release and substitution, showing an appraised value of the Substitute Property equal to or greater than one hundred percent (100%) of the appraised value of the Release Property immediately prior to the date of the proposed substitution.

          (e) After giving effect to such release and substitution, Lender shall have determined that the aggregate Allocated Loan Amounts for all Substitute Properties substituted as an Individual Property pursuant to this Section 2.6 (including the Substitute Property proposed to be substituted) shall not exceed the Substitution Cap.

          (f) Lender shall have received a certificate of Borrower certifying, that the Debt Service Coverage Ratio for the twelve (12) months immediately preceding the substitution with respect to the remaining Properties and the Substitute Property proposed to be substituted is equal to or greater than the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the date of the proposed substitution with respect to the Properties.

          (g) If the Loan is part of a Securitization, Lender shall have received confirmation in writing from the Rating Agencies to the effect that such release and substitution will not result in a withdrawal, qualification or downgrade of the respective ratings in effect immediately prior to such release and substitution for the Securities issued in connection with the Securitization that are then outstanding.

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

          (i) Borrower shall (A) have executed, acknowledged and delivered to Lender (I) a Security Instrument, an Assignment of Leases and Rents and two UCC-1 Financing Statements with respect to the Substitute Property, together with a letter from Borrower countersigned by a title insurance company acknowledging receipt of such Security Instrument, Assignment of Leases and Rents and UCC-1 Financing Statements and agreeing to record or file, as applicable, such Security Instrument, Assignment of Leases and Rents and one of the UCC-1 Financing Statements in the real estate records for the county in which the Substitute Property is located and to file one of the UCC-1 Financing Statements in the office of the Secretary of State (or other central filing office) of the State under the laws of which Borrower was organized, so as to effectively create upon such recording and filing valid and enforceable first priority Liens upon the Substitute Property, in favor of Lender (or such other trustee as may be desired under local law), subject only to the Permitted Encumbrances and such other Liens as are permitted pursuant to the Loan Documents and (II) an Environmental Indemnity with respect to the Substitute Property from Indemnitor and (B) have caused Guarantor to acknowledge and confirm its obligations under the Loan Documents. The Security Instrument, Assignment of Leases and Rents, UCC-1 Financing Statements and Environmental Indemnity shall be the same in form and

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     All due diligence required to be delivered to Lender in connection with this Section 2.6 shall be in form, scope and substance which would be satisfactory to a prudent institutional mortgage loan lender.

      Section 2.7 Releases of Certain Parcels . Borrower may obtain the release (without any prepayment of Debt or release fee other than the payment of expenses set forth below) from the Security Instrument, the Assignment of Leases and the UCC financing statements of that portion of the San Antonio Property more particularly described on Exhibit F attached hereto (the “Release Parcel”) in connection with the transfer of the Release Parcel to the State of Texas pursuant to the San Antonio Condemnation upon satisfaction of each of the following conditions precedent (such release hereinafter referred to as the “release”):

          (a) receipt by Lender of at least ten (10) days’ prior written notice of Borrower’s request to obtain the release setting forth, at a minimum, the anticipated date on which the release is to occur; and

          (b) payment of all Lender’s reasonable out-of-pocket costs and expenses, including, without limitation, due diligence review costs and reasonable counsel fees and disbursements, incurred in connection with the release and the review and approval of the documents and information to be delivered in connection therewith.

      III. CASH MANAGEMENT

      Section 3.1 Establishment of Accounts .

          (a) Borrower shall, simultaneously herewith, (i) establish one or more accounts (individually and collectively, the “Property Account”) with one or more Property Account Banks into which Borrower shall deposit, or cause to be deposited, all Gross Income from Operations not already deposited directly into the Concentration Account, (ii) establish one or more accounts (individually and collectively, the “Concentration Account”) with an Eligible Institution into which Borrower shall deposit, or cause to be deposited, all of the funds on deposit in the applicable Property Account and (iii) execute an agreement with Lender and each Property Account Bank providing for the control of the applicable Property Account and Concentration Account substantially in the form of Exhibit A attached herewith (the “Property Account Agreement”).

          (b) Lender (or Servicer on behalf of Lender) shall, simultaneously herewith establish an account with the Lockbox Bank (the “Lockbox Account”), into which, during any Lockbox Period, Borrower shall deposit or cause Manager to deposit all sums on deposit in the Concentration Account, in accordance with Section 3.2 and Section 3.6 hereof. In addition, Lender shall establish the following Accounts (which may be book entry sub-accounts) into which during any Lockbox Period amounts in the Concentration Account shall be deposited or allocated:

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

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

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

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

               (v) Intentionally Omitted;

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

               (vii)Intentionally Omitted. (viii)Intentionally Omitted; and

               (ix)Intentionally Omitted.

      Section 3.2 Deposits into Lockbox Account .

          (a) Borrower represents, warrants and covenants that (i) Borrower shall, or shall cause Manager to, immediately deposit all Gross Income from Operations into the applicable Property Account or Concentration Account, (ii) Borrower shall send a notice, substantially in the form of Exhibit B, to all tenants under any Major Lease (other than the Operating Lease) only now or hereafter occupying space at each Individual Property directing them to pay all Rents and other sums due under such Major Lease to which they are a party into the applicable Property Account or Concentration Account, (iii) Borrower or Manager shall instruct the Franchisor to deposit all Accounts Receivable for the Properties and any Gross Income from Operations collected by Franchisor pursuant to the Franchise Agreement into the applicable Property Account or the Concentration Account, (iv) Borrower or Manager shall deliver a notice substantially in the form of Exhibit D hereto to all credit card companies to pay all Accounts Receivable directly into the applicable Property Account or the Concentration Account, (v) during any Lockbox Period, Borrower shall deposit, or shall cause the Counterparty to deposit, all sums paid under the Interest Rate Cap Agreement directly into the Lockbox Account; (vi) other than the Accounts, there shall be no other accounts (other than property level petty cash or similar type accounts) maintained by Borrower or any other Person into which revenues from the ownership and operation of the Properties are deposited, (vii) neither Borrower nor any other Person shall open any other such account with respect to the deposit of income in connection with the Properties, (viii) no funds shall be transferred to any Manager’s Account pursuant to Section 3.2(b) hereof unless and until the Property Account Bank is advised of the proper Monthly Pegged Amount and (ix) during any Lockbox Period, three (3) Business Days before each Payment Date, Borrower shall cause Manager to deposit, or cause to be deposited, all remaining funds on deposit in the Manager Account into the Concentration

Account. Until deposited into the applicable Property Account, any Gross Income from Operations from the Properties held by Borrower shall be deemed to be Collateral and shall be held in trust by it for the benefit, and as the property, of Lender and shall not be commingled with any other funds or property of Borrower.

          (b) Borrower or Lender on behalf of Borrower shall direct each Property Account Bank to transfer, on each Business Day, all funds on deposit in the applicable Property Account to the Concentration Account and Borrower or Lender on behalf of Borrower, shall direct each Eligible Institution maintaining a Concentration Account to transfer, on each Business Day, all funds on deposit in the Concentration Account to (i) at all times other than during any Lockbox Period, such account as shall be specified by Borrower in writing and (ii) during any Lockbox Period, (I) the Manager Account until sums equal to the Monthly Pegged Amount have been transferred to the Manager Account for the then current calendar month (notwithstanding that some or a portion of such Monthly Pegged Amount for the current month shall have been previously deposited into the Manager Account and such amount is returned into the Concentration Account in accordance with Section 3.2(a)(ix)) and (II) thereafter, the Lockbox Account.

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

      Section 3.3 Account Name.

          (a) The Accounts (other than the Manager Account) shall each be in the name of Borrower for the benefit Lender.

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

      Section 3.4 Eligible Accounts.

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

      Section 3.5 Permitted Investments.

     Sums on deposit in any Account other than any Property Account, the Concentration Account or Lockbox Account may be invested in Permitted Investments provided (i) such investments are then regularly offered by Lockbox Bank for accounts of this size, category and type, (ii) such investments are permitted by Applicable Law, (iii) the maturity date of the Permitted Investment is not later than the date on which sums in the applicable Account are anticipated by Lender to be required for payment of an obligation for which such Account was

created, and (iv) no Event of Default shall have occurred and be continuing. All income earned from Permitted Investments shall be the property of Borrower. Borrower hereby irrevocably authorizes and directs Lockbox Bank, to hold any income earned from Permitted Investments as part of the Accounts. Borrower shall be responsible for payment of any federal, State or local income or other tax applicable to income earned from Permitted Investments. No other investments of the sums on deposit in the Accounts shall be permitted except as set forth in this Section 3.5. Lender shall not be liable for any loss sustained on the investment of any funds constituting the Reserve Funds or of any funds deposited in the related Accounts. Notwithstanding anything to the contrary contained herein, Borrower acknowledges that the only Permitted Investment which Lockbox Bank may only offer is an interest bearing escrow account (bearing interest at a money market rate as determined by Lockbox Bank)

      Section 3.6 Intentionally Omitted.

      Section 3.7 Transfer To and Disbursements from the Lockbox Account.

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

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

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

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

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

               (iv) Fourth, funds sufficient to pay the Monthly Debt Service Payment Amount shall be deposited into the Debt Service Account to be applied to the payment of accrued and unpaid interest computed at the Applicable Interest Rate;

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

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

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

               (viii) Eighth, provided no Event of Default has occurred and is continuing all amounts remaining in the Lockbox Account after deposits for items (i) through (vii) for the current month and all prior months shall be disbursed to Borrower.

      Section 3.8 Withdrawals From the Tax Account and the Insurance Premium Account.

     Lender shall have the right to withdraw funds from the Tax Account to pay Taxes on or before the date Taxes are delinquent. Lender shall have the right to withdraw funds from the Insurance Premium Account to pay Insurance Premiums on or before the date Insurance Premiums are due and payable. Lockbox Bank shall disburse funds from the Tax Account and the Insurance Premium Account in accordance with Lender’s written request therefor on the Business Day following Lockbox Bank’s receipt of such written request.

      Section 3.9 Withdrawals from the Replacement Reserve Account.

     Lender shall disburse funds on deposit in the Replacement Reserve Account in accordance with the provisions of Section 7.3 hereof.

      Section 3.10 Withdrawals from the Required Repair Account.

     Lender shall disburse funds on deposit in the Required Repair Account in accordance with the provisions of Section 7.1 hereof.

      Section 3.11 Withdrawals from the Debt Service Account.

     Lender shall have the right to withdraw funds from the Debt Service Account to pay the Monthly Debt Service Payment Amount on or after the date when due, together with any late payment charges or interest accruing at the Default Rate.

      Section 3.12 Intentionally Omitted.

      Section 3.13 Intentionally Omitted.

      Section 3.14 Withdrawals from the Ground Rent Account

     Lender shall have the right to withdraw funds from the Ground Rent Account in accordance with Section 7.4 hereof.

      Section 3.15 Disbursement Upon Lockbox Trigger Event Cure.

     Upon the occurrence of a Lockbox Trigger Event Cure all funds on deposit in the Lockbox Account, not otherwise applied or disbursed by Lender in accordance with this Agreement or the other Loan Documents, shall, provided no Event of Default has occurred and is continuing, be disbursed to Borrower.

      Section 3.16 Lockbox Trigger Event Cure.

     Borrower shall have only two (2) opportunities during the term of the Loan to cure the Lockbox Trigger Event upon the cure by Borrower and acceptance of such cure by Lender of the

Event of Default that is the basis of such Lockbox Trigger Event (provided Lender has not otherwise accelerated the Loan, moved for a receiver or commenced foreclosure proceedings) (a “Lockbox Trigger Event Cure”). If during the term of the Loan, three (3) or more Events of Default shall occur, no Lockbox Trigger Event Cure shall be permitted to occur (regardless of any cure of such Event of Default)

      Section 3.17 Sole Dominion and Control.

     Borrower acknowledges and agrees that the Accounts are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, including Property Account Bank and Lockbox Bank, subject to the terms hereof; and Borrower shall have no right of withdrawal with respect to any Account except with the prior written consent of Lender or as otherwise provided herein.

      Section 3.18 Security Interest.

     Borrower hereby grants to Lender a first priority security interest in each of the Accounts and the Account Collateral as additional security for the Debt.

      Section 3.19 Rights on Default.

     Notwithstanding anything to the contrary in this Article 3, upon the occurrence of an Event of Default, Lender shall promptly notify Property Account Bank and Lockbox Bank in writing of such Event of Default and, without notice from Property Account Bank, Lockbox Bank or Lender, (a) Borrower shall have no further right in respect of (including, without limitation, the right to instruct Lockbox Bank or Property Account Bank to transfer from) the Accounts, (b) Lender may direct Lockbox Account to liquidate and transfer any amounts then invested in Permitted Investments to the Accounts or reinvest such amounts in other Permitted Investments as Lender may reasonably determine is necessary to perfect or protect any security interest granted or purported to be granted hereby or pursuant to the other Loan Documents or to enable Lockbox Bank, as agent for Lender, or Lender to exercise and enforce Lender’s rights and remedies hereunder or under any other Loan Document with respect to any Account or any Account Collateral, and (c) Lender shall have all rights and remedies with respect to the Accounts and the amounts on deposit therein and the Account Collateral as described in this Agreement and in the Security Instruments, in addition to all of the rights and remedies available to a secured party under the UCC, and, notwithstanding anything to the contrary contained in this Agreement or in the Security Instruments, Lender may apply the amounts of such Accounts as Lender determines in its sole discretion including, but not limited to, payment of the Debt.

      Section 3.20 Financing Statement; Further Assurances.

     Borrower hereby authorizes Lender to file, and upon Lender’s request, shall execute and deliver to Lender for filing, a financing statement or statements under the UCC in connection with any of the Accounts and the Account Collateral with respect thereto in the form required to properly perfect Lender’s security interest therein. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may request, in order to perfect and protect any security interest granted or purported

to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lockbox Bank or Lender to exercise and enforce its rights and remedies hereunder with respect to any Account or Account Collateral.

      Section 3.21 Borrower’s Obligation Not Affected.

     The insufficiency of funds on deposit in the Accounts shall not absolve Borrower of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

      Section 3.22 Payments Received Under this Agreement.

     Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, and provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to the monthly payment of Debt Service and amounts due for the Tax and Insurance Escrow Fund, Required Repair Fund, Ground Lease Escrow Fund, Replacement Escrow Fund, and any other payment reserves established pursuant to this Agreement or any other Loan Document shall (provided Lender is not prohibited from withdrawing or applying any funds in the Accounts by Applicable Law or otherwise) be deemed satisfied to the extent sufficient amounts are deposited in the Lockbox Account established pursuant to this Agreement to satisfy such obligations on the dates each such payment is required, regardless of whether any of such amounts are so applied by Lender.

      IV.  REPRESENTATIONS AND WARRANTIES

      Section 4.1 Borrower Representations.

     Except as otherwise provided in Schedule XVI hereto (the “Disclosure Schedule”), Borrower represents and warrants as of the Closing Date, after giving effect to the closing and the application of Loan proceeds, that:

     4.1.1 Organization.

          (a) Owner is duly formed and is validly existing and in good standing in the jurisdiction in which it is organized, with requisite power and authority to own the Properties and to transact the businesses in which it is now engaged. Operating Lessee is duly formed and is validly existing and in good standing in the jurisdiction in which it is organized, with requisite power and authority to own the lessee’s interest in the Operating Lease and to operate the Properties and to transact the businesses in which it is now engaged.

          (b) Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with the Properties, its businesses and operations. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own the Properties and to transact the businesses in which it is now engaged. Attached hereto as Schedule IV is an organizational chart of Borrower.

     4.1.2 Proceedings.

     Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. This Agreement and the other Loan Documents have been duly executed and delivered by or on behalf of Borrower and constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

     4.1.3 No Conflicts.

     The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other agreement or instrument to which Borrower is a party or by which any of Borrower’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or Governmental Authority or body having jurisdiction over Borrower or any of the Properties or any of Borrower’s other assets, or any license or other approval required to operate the Properties, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Borrower of this Agreement or any other Loan Documents have been obtained and is in full force and effect, in each case if Borrower’s noncompliance with this Section 4.1.3 would reasonably be expected to materially adversely affect the condition (financial or otherwise) or business of Borrower or the condition or ownership of the Properties (taken as a whole).

     4.1.4 Litigation.

     There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or threatened against or affecting Borrower or any Individual Property, which actions, suits or proceedings, if determined against Borrower or any Individual Property, would reasonably be expected to materially adversely affect the condition (financial or otherwise) or business of Borrower or the condition or ownership of the Properties (taken as a whole).

     4.1.5 Agreements.

     Borrower is not a party to any agreement or instrument or subject to any restriction which would reasonably be expected to materially and adversely affect Borrower or any Individual Property, or Borrower’s business, properties or assets, operations or condition, financial or otherwise. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or

instrument to which it is a party or by which Borrower or any of the Properties are bound. Borrower has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower or any Property is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Properties and (b) obligations under the Loan Documents.

     4.1.6 Solvency.

     Borrower (a) has not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) has not received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition under the Bankruptcy Code or similar state bankruptcy or insolvency law has been filed against Borrower or any constituent Person in the last seven (7) years, and neither Borrower nor any constituent Person in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor any of its constituent Persons are contemplating either the filing of a petition by it under the Bankruptcy Code or similar state bankruptcy or insolvency law or the liquidation of all or a major portion of Borrower’s assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against it or such constituent Persons.

     4.1.7 Full and Accurate Disclosure.

     No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading in any material respects. There is no fact presently known to Borrower which has not been disclosed to Lender which materially and adversely affects, or would reasonably be expected to materially and adversely affect, any Individual Property or the business, operations or condition (financial or otherwise) of Borrower.

     4.1.8 No Plan Assets.

     Borrower is not a Plan and none of the assets of Borrower constitute or will constitute “Plan Assets” of one or more Plans. In addition, (a) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to State statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the

Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.

     4.1.9 Compliance.

     Borrower, Ground Lessor with respect to the Ground Lease Properties and the Properties and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, to the best of Borrower’s knowledge, all Environmental Laws, building and zoning ordinances and codes. Borrower is not in default or violation in any material respect of any order, writ, injunction, decree or demand of any Governmental Authority. There has not been committed by Borrower or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

     4.1.10 Financial Information.

     All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender by or on behalf of Borrower and the Properties (i) considered in the aggregate, are true, complete and correct in all material respects, (ii) fairly present the financial condition of Borrower and the Properties, as applicable, as of the date of such reports, and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein (but subject to normal year-end adjustments). Except for Permitted Encumbrances, Borrower has no contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a materially adverse effect on any Individual Property or the operation ther