REVOLVING CREDIT LOAN AND SECURITY AGREEMENT

Exhibit 10.27

EXECUTION COPY

REVOLVING CREDIT LOAN AND SECURITY AGREEMENT

among

ASHFORD FINANCE SUBSIDIARY II LP,
as Borrower,

The Several Lenders
from Time to Time Parties Hereto,

and

UBS REAL ESTATE INVESTMENTS INC.,
as the Administrative Agent

Dated December 23, 2005

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REVOLVING CREDIT LOAN AND SECURITY AGREEMENT

     THIS REVOLVING CREDIT LOAN AND SECURITY AGREEMENT, dated as of December 23, 2005 (as amended, supplemented or otherwise modified from time to time, this “Agreement” ), is among ASHFORD FINANCE SUBSIDIARY II LP, a Delaware limited partnership ( “Borrower” ), UBS REAL ESTATE INVESTMENTS INC., a Delaware corporation (in its individual capacity and not as the Administrative Agent, “ UBS ”), the other lenders who, from time to time, are parties hereto in accordance with the terms of this Agreement (UBS, collectively with such other lenders, the “Lenders” ), and UBS REAL ESTATE INVESTMENTS INC., a Delaware corporation, and any successors appointed pursuant to this Agreement, as administrative agent for the Lenders hereunder (the “Administrative Agent” ).

RECITALS

      WHEREAS , Borrower has requested that the Lenders from time to time make revolving credit loans to Borrower in an aggregate principal amount at any one time outstanding not to exceed the Maximum Credit (as defined below), the proceeds of which would be used to finance the origination, acquisition or carrying of Eligible Assets (as defined below) and to pay fees and expenses incurred in connection herewith and therewith. The Lenders are willing to make such credit available to Borrower, but only on the terms, and subject to the conditions, set forth in this Agreement.

      NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lenders, Administrative Agent and Borrower hereby agree as follows:

      SECTION 1. DEFINITIONS

     1.1 Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

      “Act” shall mean the Delaware Limited Liability Company Act.

     “ Additional Assets ” means any Pledged Assets with respect to which Borrower shall have entered into Security Documents as provided in Section 3.3(a) in order to cure a Market Deficiency.

      “Adjusted Maximum Credit” shall have the meaning set forth in Section 2.8 .

      “Adjusted Revolving Credit Commitment Percentage” shall mean, with respect to any Lender at any time in respect of any Loan, (a) if no Lender Default shall have occurred and be continuing at the time of the making of such Loan, such Lender’s Revolving Credit Commitment Percentage, and (b) if a Lender Default shall have occurred and be continuing at the time of the making of such Loan, (i) in respect of each Lender that is a Defaulting Lender, zero, and (ii) in respect of each Lender which is not a Defaulting Lender, the percentage determined by dividing

such Lender’s Revolving Credit Commitment at such time by the sum of the Revolving Credit Commitments of all Lenders that are not Defaulting Lenders; provided that the Adjusted Revolving Credit Commitment Percentage of UBS shall be equal to the sum of (x) the amount determined in accordance with clause (ii) above and (y) the excess of the Maximum Credit over the aggregate Adjusted Revolving Credit Commitment Percentages of the other Lenders.

      “Administrative Agent” shall have the meaning set forth in the introductory paragraph hereto.

      “Advance Rate” shall mean, with respect to each Loan, one of the advance rates specified under the heading “Advance Rate” on Schedule 2 attached hereto for Pledged Assets of the Asset Type pledged as security for such Loan hereunder, as selected by Borrower in the applicable Request for Borrowing.

      “Affiliate” shall mean, when used with respect to any specified Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person. Control shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise and “controlling” and “controlled” shall have meanings correlative thereto.

     “ Aggregate Base Case Market Value ” shall mean the sum of the Base Case Market Values of all Pledged Assets.

     “ Aggregate Market Value ” shall mean the sum of the Market Values of all Pledged Assets as of any Market Determination Date.

      “Agreement” shall mean this Revolving Credit Loan and Security Agreement, as amended, supplemented or otherwise modified from time to time.

      “Applicable Lending Office” shall mean, for each Lender, the lending office of such Lender designated on Schedule 1 hereto (or any other lending office from time to time notified to the Administrative Agent by such Lender) as the office at which its Loans are to be made and maintained.

      “Applicable Spread” shall mean, with respect to each Loan, the interest rate spread specified under the heading “Applicable Spread” on Schedule 2 attached hereto for Pledged Assets of the Asset Type pledged as security for such Loan hereunder corresponding to the Advance Rate applicable to such Loan, as the same may be adjusted from time to time in accordance with Section 3.3(a)(iii) and (iv) hereof.

     “ Appraisal ” shall mean, with respect to any Underlying Property, an appraisal of such Underlying Property in its then “as is” condition (taking into account any reserves established for the purposes of funding any construction or improvements at such Underlying Property that are expressly contemplated by the applicable Pledged Asset Documents to the extent determined by the appraiser conducting such appraisal), prepared not more than thirty (30) days (or such longer period as shall be acceptable to the Administrative Agent) prior to submission to the Administrative Agent by a member of the American Institute of Real Estate Appraisers, which

appraisal (a) shall meet the minimum appraisal standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended (FIRREA), and (b) otherwise shall be in both form and substance satisfactory to the Administrative Agent in its sole and absolute discretion and addressed to the Administrative Agent, and its successors and assigns.

     “ Appraised Value ” shall mean the fair market value of an Underlying Property, as determined pursuant to an Appraisal.

      “Approved Fund” shall mean, with respect to any Lender, any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and is administered or managed by such Lender or an Affiliate or Subsidiary of such Lender; provided that, with respect to UBS, as a Lender hereunder, an “Approved Fund” shall include (x) any fund advised by UBS Real Estate Investments, Inc. or an Affiliate of UBS Real Estate Investments, Inc., or (y) any other Person as long as, in the case of this clause (y) only, UBS Real Estate Investments, Inc., an Affiliate of UBS Real Estate Investments, Inc., or a fund advised by UBS Real Estate Investments, Inc. or an Affiliate of UBS Real Estate Investments, Inc. either (1) “controls” (as such term is used in the definition of Affiliate) such Person or (2) is empowered to conduct all day to day management relating to such Person’s rights, obligations and interests hereunder and, subject to obtaining the consent of such Person, has the right to participate in all day to day affairs relating to the administration of such rights, obligations and interests.

     “ Ashford OP ” shall mean Ashford Hospitality Limited Partnership, a Delaware limited partnership.

     “ Ashford REIT ” shall mean Ashford Hospitality Trust, Inc., a Maryland corporation.

     “ Asset Type ” shall mean, with respect to any Pledged Asset, whether such Pledged Asset is a Mortgage Loan, Mezzanine Loan or Junior Interest for purposes of this Agreement.

     “ Asset Value ” shall mean, as of any date of determination with respect to any Pledged Asset, the lesser of (x) the outstanding principal amount of such Pledged Asset and (y) the Base Case Market Value for such Pledged Asset.

      “Assignee” shall have the meaning set forth in Section 13.6(c) .

      “Assignment and Acceptance” shall have the meaning set forth in Section 13.6(c) .

     “ Assignment of Mortgage ” shall mean, with respect to any Mortgage securing any Mortgage Loan, an assignment of the Mortgage, substantially in the form of Exhibit C-1 attached hereto, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related real property is located to reflect the assignment of the Mortgage, subject to the terms, covenants and provisions of this Agreement.

     “ Assignment of Assignment of Leases ” shall mean, with respect to each Pledged Asset that is a Mortgage Loan, an assignment, substantially in the form of Exhibit D-1 attached hereto,

assigning to the assignee identified therein all of the assignor’s interest in and to each Assignment of Leases executed by the applicable Underlying Borrower in connection with such Mortgage Loan, 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 Mortgaged Property, a first priority Assignment of Leases and Rents from the Underlying Borrower, as assignor, to Borrower, as assignee, assigning to Borrower, all of the Underlying Borrower’s interest in and to the Leases and the Rents of such Mortgaged Property as security for the applicable Mortgage Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

      “Bankruptcy Action” shall mean, with respect to any Person, (a) such Person filing a voluntary petition under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person, if such petition is not dismissed within sixty (60) days from the date of the filing of such involuntary petition (or, in the case of any Underlying Borrower or Underlying Property, within such period of time as may be set forth in the Pledged Asset Documents or other applicable loan documents for such Underlying Borrower or Underlying Property as required to expire prior to the occurrence, with respect to such Underlying Borrower or Underlying Property, of an event of default on account of the filing of such petition); (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person seeking, consenting to or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person, any Pledged Asset, any Underlying Borrower or any portion of any Underlying Collateral or Underlying Property; (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due; or (f) such Person taking any action in furtherance of any of the foregoing.

      “Bankruptcy Code” shall mean 11 U.S.C. § 101 et seq ., as the same may be amended from time to time.

     “ Base Case DSCR ” shall mean, with respect to any Pledged Asset, the DSCR for such Pledged Asset as of the Borrowing Date on which such Pledged Asset is added to the Collateral hereunder, as determined by Administrative Agent in its sole and absolute discretion using its standard underwriting criteria as of such Borrowing Date for assets of the same Asset Type as such Pledged Asset.

     “ Base Case Market Value ” shall have the meaning set forth in the definition of “Market Value” below.

      “Base Rate” shall mean the rate per annum equal to one and one-quarter percent (1.25%) in excess of the then applicable Treasury Rate.

      “Base Rate Loan” shall mean any Loan the rate of interest applicable to which is based upon the Base Rate.

      “Borrower” shall have the meaning set forth in the introductory paragraph hereto.

      “Borrower Operating Account” shall have the meaning set forth in Section 3.13(a) .

     “ Borrowing Base ” shall mean, as of any date of determination, an aggregate amount for all Pledged Assets equal to the sum of (x) the Market Value for each Pledged Asset as of such date of determination multiplied by (y) the Advance Rate for such Pledged Asset.

      “Borrowing Base Certificate” shall mean a certificate, substantially in the form of Exhibit G attached hereto, with appropriate insertions, showing the Borrowing Base as of the date set forth therein, and executed on behalf of Borrower by a duly authorized representative of Borrower. Each Borrowing Base Certificate shall include a statement that each of the representations and warranties made by Borrower and Guarantors in or pursuant to the Loan Documents to which they are respectively a party (other than those that expressly relate to a specified date) are true and correct in all material respects on and as of the date of such certificate as if made on and as of the date thereof, except as set forth on a schedule to such Borrowing Base Certificate, which exceptions must be acceptable to the Administrative Agent in its sole discretion.

      “Borrowing Base Deficiency” shall mean, as of any date of determination, the amount by which the Outstanding Principal Balance exceeds the Borrowing Base.

      “Borrowing Date” shall mean any Business Day specified in a Request for Borrowing pursuant to Section 2.4 as a date on which Borrower requests Lenders to make a Loan hereunder.

      “Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close, and, if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, or an Interest Period for, a Loan or a notice by Borrower with respect to any such borrowing, payment, prepayment or Interest Period, which is also a day on which dealings in Dollar deposits are carried out in the London interbank market.

     “ Capital Expenditures ” shall mean, with respect to any Person, all expenditures (by the expenditure of cash or the incurrence of Indebtedness) by such Person during any measuring period for any fixed assets or improvements or for replacements, substitutions or additions thereto that have a useful life of more than one year and that are required to be capitalized under GAAP.

     “ Capital Lease ” shall mean, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, would be required to be classified and accounted for as a capital lease on a balance sheet of such Person.

     “ Capital Lease Obligation ” shall mean, with respect to any Capital Lease of any Person, the amount of the obligation of the lessee thereunder that, in accordance with GAAP, would appear on a balance sheet of such lessee in respect of such Capital Lease.

     “ Cash Management Agreement ” shall mean that certain Cash Management Agreement, dated as of the date hereof, by and among Borrower, Administrative Agent, and Deposit Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

     “ Cash Retention Event ” shall have the meaning set forth in Section 3.13(b) .

     “ Cash Retention Event Cure ” shall have the meaning set forth in Section 3.13(b) .

      “Cash Retention Notice” shall mean a notice delivered from Administrative Agent to Clearing Bank upon the occurrence of a Cash Retention Event, in the form required by the Clearing Account Agreement.

      “Cash Retention Termination Notice” shall mean a notice delivered from Administrative Agent to Clearing Bank upon the occurrence of a Cash Retention Event Cure, in the form required by the Clearing Account Agreement.

      “Casualty” shall mean the occurrence of any casualty, damage or injury, by fire or otherwise, to any Underlying Property or any part thereof.

     “ Change in Control ” shall mean:

     (a) any transaction or event as a result of which

     (i) Ashford OP ceases to own, beneficially or of record, directly or indirectly, (A) 100% of the issued and outstanding limited partner interests in Borrower, (B) 100% of membership interests in the general partner of Borrower, or (C) 100% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of managers of Borrower or the general partner of Borrower;

     (ii) General Partner or Ashford REIT (or an entity directly or indirectly 100% owned by Ashford REIT) (A) ceases to act as general partner of Ashford OP or (B) ceases to own 100% of the general partner interests in Ashford OP;

     (iii) unless Ashford REIT is the direct general partner of Ashford OP, Ashford REIT (or one or more entities directly or indirectly owned 100% by Ashford REIT) ceases to own (A) 100% of the issued and outstanding membership interests in General Partner or (B) 100% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of managers of General Partner; or

     (iv) General Partner (or an entity directly or indirectly owned 100% by Ashford REIT) and Ashford OP Limited Partner LLC (or an entity directly or

indirectly owned 100% by Ashford REIT) collectively cease to own, in the aggregate, more than 50% of the issued and outstanding partnership interests in Ashford OP, excluding partnership interests that are convertible into shares of capital stock of Ashford REIT.

     (b) the sale, transfer, or other disposition of all or substantially all of Borrower’s, Ashford OP’s, Ashford REIT’s or General Partner’s assets (excluding any such action taken in connection with any securitization transaction) other than to an Affiliate of Borrower, Ashford OP, Ashford REIT or General Partner as the case may be; or

     (c) the occurrence of a change in the composition of the governing body of Ashford REIT such that a majority of the members of any such governing body (i) were not members of such governing body on the date of this Agreement and (ii) were not (A) nominated for election or elected to such governing body with the affirmative vote of a majority of the members who were either members of such governing body on the date of this Agreement or whose nomination or election was previously so approved or (B) nominated to such governing body with the affirmative vote of a nominating committee, the majority of the members of which were (x) members of such governing body on the date of this Agreement, (y) members whose nomination was previously so approved by such a nominating committee and/or (z) members whose nomination or election was previously approved in accordance with the immediately preceding clause (A).

      “Change in Law” shall have the meaning set forth in Section 3.7 .

      “Clearing Account” shall have the meaning set forth in Section 3.13(a) .

      “Clearing Account Agreement” shall mean that certain Clearing Account Agreement dated the date hereof, made by and among Borrower, Administrative Agent and Clearing Bank.

      “Clearing Bank” shall have the meaning set forth in Section 3.13(a) .

      “Closing Date” shall mean December 23, 2005, being the date on which this Agreement has been executed and delivered by the parties hereto.

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

      “Collateral” shall have the meaning set forth in Section 4.1 .

     “ Collateral Assignment of Assignment of Leases ” shall mean, with respect to each Pledged Asset that is a Mortgage Loan, a collateral assignment from Borrower, as assignor, to the Administrative Agent, as assignee, assigning to the Administrative Agent for the ratable benefit of the Lenders all of Borrower’s interest in and to each Assignment of Leases executed by the applicable Underlying Borrower in favor of Borrower, substantially in the form of Exhibit D-2 attached hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

     “ Collateral Assignment of Mortgage ” shall mean, with respect to any Mortgage securing any Mortgage Loan, a collateral assignment of the Mortgage, substantially in the form of Exhibit C-2 attached hereto, sufficient under the laws of the jurisdiction wherein the related real property is located to reflect the collateral assignment and pledge of the Mortgage, subject to the terms, covenants and provisions of this Agreement.

     “ Collateral Assignment of Participation Interest ” shall mean, with respect to any Pledged Asset that is a Junior Interest, a Collateral Assignment and Pledge, substantially in the form of Exhibit E attached hereto, from Borrower, as assignor, to the Administrative Agent, as assignee, assigning to the Administrative Agent for the ratable benefit of the Lenders, all of Borrower’s right, title and interest in, to and under the applicable participation agreement and/or other Pledged Asset Documents in respect of such Pledged Asset.

     “ Collateral Assignment of Pledge ” shall mean, with respect to any Pledged Asset that is a Mezzanine Loan, a collateral assignment from Borrower, as assignor, to the Administrative Agent, as assignee, assigning to the Administrative Agent for the ratable benefit of the Lenders Borrower’s interest in and to the applicable Mezzanine Pledge Agreement, substantially in the form of Exhibit F attached hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

     “ Collateral File ” shall mean, with respect to each Pledged Asset, the documents specified as the “Collateral File” in Schedule 3 annexed hereto, together with any additional documents and information required to be delivered to Administrative Agent, the Lenders or the Custodian pursuant to this Agreement or the Custodial Agreement with respect to any Pledged Asset.

      “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 Underlying Property, or any interest therein or right accruing thereto, including any right of access thereto.

      “Contractual Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

      “Conveyance” shall have the meaning set forth in Section 8.4 .

     “ Costs ” shall have the meaning set forth in Section 7.29 .

      “Credit Exposure” shall mean, as to any Lender (other than a Defaulting Lender) at any time, its Revolving Credit Commitment (or, if the Revolving Credit Commitments shall have expired or been terminated, the aggregate unpaid principal amount of its Loans).

      “Credit Exposure Percentage” shall mean, as to any Lender at any time, the fraction (expressed as a percentage), the numerator of which is the Credit Exposure of such Lender at such time and the denominator of which is the aggregate Credit Exposures of all of the Lenders (other than Defaulting Lenders) at such time.

     “ Credit Increase Request ” shall have the meaning set forth in Section 2.8 .

     “ Custodial Agreement ” shall mean that certain custodial agreement, dated as of the date hereof, by and among Borrower, Administrative Agent and Custodian, as the same shall be amended, modified or supplemented and in effect from time to time.

     “ Custodial Delivery Letter ” shall mean the form executed by Borrower in order to deliver the Pledged Asset Schedule, Collateral File and related Pledged Assets to the Custodian pursuant to Section 2.4(g) , a form of which is attached hereto as Exhibit H .

     “ Custodian ” shall mean LaSalle Bank, National Association and its successors in interest, as custodian under the Custodial Agreement, and any successor Custodian under the Custodial Agreement acceptable to Administrative Agent in its sole discretion; provided that in no event shall the Custodian be an Affiliate of Borrower.

      “Debt Service” shall mean, with respect to any Pledged Asset as of any particular period of time, (i) scheduled principal (other than scheduled principal payments at maturity) and interest payments under the applicable Pledged Asset Documents and (ii) scheduled principal (other than scheduled principal payments at maturity) and interest payments under any other Indebtedness for borrowed money of the applicable Underlying Borrower.

      “Debt Service Coverage Ratio” or “ DSCR ” shall mean, with respect to any Pledged Asset, the ratio, determined by the Administrative Agent in its sole and absolute discretion, that (a) Underwritten Net Cash Flow for the Underlying Property with respect to such Pledged Asset for the period of twelve (12) months (or such shorter period of time as such Pledged Asset shall have existed, adjusted to reflect expected results over a twelve-month period with appropriate adjustments for seasonality) immediately preceding the date of calculation, bears to (b) the Debt Service with respect to such Pledged Asset that was due for such twelve (12) calendar month period (or such shorter period of time, if applicable, annualized).

      “Default” shall mean any of the events specified in Section 10.1 , whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

     “ Defaulted Asset ” shall mean any Pledged Asset (a) that is thirty (30) days or more Delinquent (other than as described in clause (d) below) in the payment of debt service or (b) as to which a Bankruptcy Action shall have occurred with respect to the Underlying Borrower or (c) as to which a default shall have occurred under the applicable Pledged Asset Documents and such default continues beyond the applicable notice and/or cure or grace period, if any, provided for in such loan documents or (d) as to which payment in full of all amounts due in respect of any indebtedness constituting that Pledged Asset shall not have been received within thirty (30) days following the stated maturity date thereof, as indicated in the Pledged Asset Schedule for such Pledged Asset or (e) as to which Borrower shall, at any time following the Borrowing Date thereof, fail to comply with any Future Funding Obligation under any Pledged Asset Document.

      “Defaulted Loan Prepayment Amount” shall have the meaning set forth in Section 3.3(c) .

      “Default Rate” shall have the meaning set forth in Section 3.1(b) .

      “Defaulting Lender” shall mean any Lender with respect to which a Lender Default has occurred and is continuing.

      “Delinquent” shall mean, with respect to any Pledged Asset, if any scheduled monthly, quarterly or other periodic payment of principal, interest and/or other material amounts in respect of such Pledged Asset is not made by the close of business on the day on which such scheduled payment is required to be paid. A Pledged Asset shall be “30 days or more Delinquent” if any such scheduled payment has not been received by the close of business on the corresponding day of the month following the month in which such scheduled payment was required to be paid.

      “Deposit Account” shall have the meaning set forth in Section 3.13 .

      “Deposit Bank” shall mean Wells Fargo Bank, N.A. and any successor Eligible Institution thereto.

      “Determination Date” shall have the meaning set forth in the definition of “LIBOR Base Rate”.

      “Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

     “ EBITDA ” shall mean, for Ashford REIT and its consolidated Subsidiaries for any fiscal period, an amount equal to the sum of (i) Net Income for such period, plus (ii) to the extent deducted in determining Net Income for such period, (A) Interest Expense of Ashford REIT and its consolidated Subsidiaries, (B) income tax expense determined on a consolidated basis and in accordance with GAAP, (C) depreciation and amortization determined on a consolidated basis and in accordance with GAAP, (D) non-cash charges determined on a consolidated basis and in accordance with GAAP, and (E) any non-recurring charges acceptable to the Administrative Agent, in each case for such period.

      “Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (i) 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 (ii) 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 $50,000,000.00 and subject to supervision or examination by federal and state authorities. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

     “ Eligible Asset ” shall mean any Mortgage Loan, Mezzanine Loan or Junior Interest, or other interest or asset acceptable to the Administrative Agent in its sole discretion, as the case may be, originated or acquired by Borrower, for which, as of any date of determination, unless otherwise approved by the Administrative Agent, each of the following is true:

     (a) such asset is owned 100% by Borrower;

     (b) such asset satisfies Administrative Agent’s basic underwriting requirements, including, without limitation, those relating to environmental and zoning matters;

     (c) the Underlying Property for such asset is a hotel property located in the United States of America and “flagged” with a brand acceptable to Lender, with appropriate comfort letters from the applicable franchisor (and collateral assignments by Borrower of its rights therein); provided that independently flagged hotel properties may be designated as Eligible Assets in Lender’s sole discretion, depending upon Lender’s underwriting analysis thereof;

     (d) such asset is not and has never been more than thirty (30) days Delinquent in the payment of debt service and no default shall have occurred and be continuing beyond any applicable notice and/or cure or grace period under the applicable loan documents for such asset;

     (e) such asset is a “closed” loan, with the applicable Pledged Asset Documents executed by, and funds disbursed to, the Underlying Borrower prior to or concurrently with the advance of the related Loan under this Agreement;

     (f) the LTV (and LTC if the Underlying Property has been acquired within the preceding 24 months) of such asset does not exceed 85%;

     (g) when added to the Pledged Assets, such asset will not cause more than fifteen percent (15%) of the principal balance of the Loans outstanding hereunder to be comprised of Loans on account of Pledged Assets that relate to seasonal or beach properties and, in any case, seasonality reserves acceptable to Administrative Agent in its sole and absolute discretion shall have been established for such asset;

     (h) the Underlying Borrower for such asset is not an Affiliate of Borrower;

     (i) in each instance, such asset has been approved by Administrative Agent in its sole and absolute discretion; and

     (j) the Base Case DSCR for such asset is not less than 1.0 to 1.0;

provided , that notwithstanding a proposed Eligible Asset’s failure to conform to the criteria set forth above, Administrative Agent may, in its sole discretion, designate in writing any such non-compliant asset an Eligible Asset (including, without limitation, assets that are not one of the Asset Types expressly contemplated by this Agreement), subject to such terms and conditions as Administrative Agent and Borrower shall agree, including, without limitation, an adjusted Advance Rate and/or an adjusted Applicable Spread for such asset.

      “Eligible Institution” shall mean a depository institution insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, P-1 by Moody’s Investors Service, Inc., and F-1+ by Fitch, Inc. in the case of accounts in which funds are held for thirty (30) days or less or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which

are rated at least “A” by Fitch, Inc., “A” by Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, and “A2” by Moody’s Investors Service, Inc.

      “Eligible Transferee” shall mean (a) a Lender or an Affiliate or Approved Fund of a Lender, (b) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, investment company or money management firm, or an institution substantially similar to any of the foregoing entities, in each case organized under the laws of the United States or any State thereof, having total assets in excess of $600,000,000.00 and net worth in excess of $250,000,000 and being regularly engaged in the business of making or owning commercial real estate loans, or (c) an Affiliate or Subsidiary of any entity described in the preceding clause (b) .

      “Embargoed Person” shall have the meaning set forth in Section 8.18 .

      “Environmental Laws” shall mean any and all applicable foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Legal Requirements (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect.

      “Equity Pledge Agreement” shall mean that certain Pledge and Security Agreement, to be executed and delivered pursuant to Section 6.01(b) by Ashford OP in favor of the Administrative Agent for the ratable benefit of the Lenders, pursuant to which Ashford OP will grant a first priority security interest in one hundred percent (100%) of the limited partner interests in Borrower and 100% of the limited liability company interests in the general partner of Borrower, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

      “Equity Securities” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent equity ownership interests in a Person which is not a corporation, including, without limitation, any and all member or other equivalent interests in any limited liability company, and any and all warrants or options to purchase any of the foregoing.

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

     “ ERISA Affiliate ” shall mean any trade or business which is a member of the same controlled group (within the meaning of Section 414(b) of the Code) as Ashford REIT.

      “Eurocurrency Liabilities” shall have the meaning set forth in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

      “Event of Default” shall mean any of the events specified in Section 10.1 hereof; provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

     “ Exceptions Report ” shall mean an Exceptions Report from the Custodian identifying any exceptions to the deliveries required to be included in any Collateral File.

     “ Excess Cash Flow ” shall have the meaning set forth in Section 3.13 hereof.

     “ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net assets, receipts or income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which a Lender is located, (c) in the case of a Foreign Lender, any withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or (ii) is attributable to such Foreign Lender’s failure to comply with Section 3.10(e) hereof and (d) any Taxes arising after the date hereof solely as a result of or attributable to a Lender, the Administrative Agent or the Issuing Bank changing its designated lending office after the date such Lender, the Administrative Agent or the Issuing Bank become a party hereto.

      “Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three (3) federal funds brokers of recognized standing selected by it.

      “Filings” shall have the meaning set forth in Section 4.2 .

     “ Fixed Charges ” shall mean, with respect to Ashford REIT and its consolidated Subsidiaries for any fiscal period, (a) the aggregate of all Interest Expense paid or accrued during such period, plus (b) scheduled payments of principal with respect to Indebtedness for borrowed money during such period, excluding balloon payments due on maturity of any Indebtedness which is secured by real property collateral (or direct or indirect ownership interests in the owner of such real property collateral) with no physical, operating, financial performance or valuation characteristics which could impair in any respect the ability of the owner of such collateral to refinance such Indebtedness in full on or prior to the maturity thereof at customary market terms, conditions and underwriting criteria.

     “ Fixed Charge Coverage Ratio ” shall mean, with respect to Ashford REIT and its consolidated Subsidiaries for any fiscal period, the ratio of EBITDA minus Capital Expenditures during such period to Fixed Charges.

     “ Foreign Lender ” means any Lender (or any lending office designated by any Lender) that is organized under the laws of a jurisdiction other than that in which Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

      “Future Funding Obligation” shall mean, with respect to any Pledged Asset, any mandatory agreement, commitment, covenant or obligation of Borrower or any of its predecessors-in-interest to advance funds for any purpose on or subsequent to the Borrowing Date of the Loan secured by such Pledged Asset, whether in connection with any unfunded portion of or future advance regarding, any loan or other invested amount of such Pledged Asset.

      “GAAP” shall mean generally accepted accounting principles in the United States of America in effect from time to time.

     “ General Partner ” shall mean Ashford OP General Partner LLC.

      “Governing Documents” shall mean, as to any Person, its articles or certificate of incorporation and by-laws, its partnership agreement, its certificate of formation and operating agreement, its limited liability company agreement and/or the other organizational or governing documents of such Person.

      “Governmental Authority” shall mean any nation or government, any state or other political subdivision, agency or instrumentality thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over Borrower, any Guarantor, any of their respective Subsidiaries or Affiliates or any of their respective properties.

      “Guarantee” shall mean, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership agreements, by agreement to keep well, to purchase assets, goods, securities or services, or to take or pay or otherwise); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

      “Guarantor” shall refer to either Ashford OP or Ashford REIT and “ Guarantors ” shall refer collectively to Ashford OP and Ashford REIT.

     “ Hedging Transactions ” shall mean, with respect to any Person, any short sale of U.S. Treasury Securities or mortgage related securities, futures contract (including eurodollar futures) or options contract or any interest rate swap, cap or collar agreement or similar arrangements providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies to hedge the return on a financial asset (including any Pledged Asset), and which is entered into by such Person or any of its predecessors in interest, with one or more counterparties with a credit rating from a nationally recognized rating agency of not less than AA- or its equivalent.

     “ Income ” shall mean, with respect to any Pledged Asset at any time, the sum of (x) any principal paid by or on behalf of the Underlying Borrower and all interest, dividends,

distributions or other receipts and fees of every kind and nature payable to Borrower or its designee, directly or indirectly, arising from or relating to its ownership of such Pledged Asset, including, without limitation, all Pledged Asset Prepayments (or any portion thereof) or any payments in respect of related Hedging Transactions and any interests or earnings on any of the foregoing received by or payable to Borrower and (y) all net sale proceeds of a sale of such Pledged Asset.

      “Indebtedness” shall mean, for any Person, without duplication: (a) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable (excluding current accounts payable in the ordinary course of business and not outstanding for more than ninety (90) days and excluding accrued Real Estate Taxes that are paid prior to the delinquency thereof), (b) all contingent liabilities of such Person under letters of credit, (c) all obligations under leases that constitute capital leases for which such Person is liable, (d) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case for which such Person is liable or its assets are liable, whether such Person (or its assets) is (are) liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss, and (e) all Guarantees granted by such Person, directly or indirectly, in respect of any of the foregoing.

      “Interest Coverage Ratio” shall mean, with respect to Ashford REIT and its consolidated Subsidiaries for any fiscal period, the ratio of EBITDA to Interest Expense paid or accrued during such fiscal period.

      “Interest Expense” shall mean, with respect to Ashford REIT and its consolidated Subsidiaries for any fiscal period, cash interest expense of Ashford REIT and such consolidated Subsidiaries determined on a consolidated basis and in accordance with GAAP for the relevant period ended on such date, including, interest expense with respect to any Indebtedness for borrowed money of Ashford REIT and its consolidated Subsidiaries and interest expense for the relevant period that has been capitalized on the consolidated balance sheet of Ashford REIT and its consolidated Subsidiaries.

      “Interest Period” shall mean, with respect to any Loan, each period commencing on the eleventh (11th) day of each calendar month and ending on the tenth (10th) day of the following calendar month, provided that (a) in the event that the Borrowing Date with respect to a Loan is a day prior to the tenth (10th) day of a calendar month, the initial Interest Period with respect to such Loan shall commence on such Borrowing Date and end on the tenth (10th) day of such calendar month and (b) in the event that the Borrowing Date with respect to a Loan is a calendar day on or after the tenth (10th) day of a calendar month, the initial Interest Period with respect to such Loan shall commence on such Borrowing Date and end on the tenth (10th) day of the calendar month thereafter, and provided , further , that any Interest Period that would otherwise extend beyond the Revolving Credit Termination Date shall end on the Revolving Credit Termination Date.

     “ Junior Interest ” shall mean (a) a participation interest in a performing commercial real estate loan secured by an Underlying Property that is junior to another participation interest or

other interest in the related whole loan or (b) a “B note” in an “A/B structure” in such performing commercial real estate loan.

     “ Junior Interest Note ” shall mean the original executed promissory note evidencing any Junior Interest (as described in clause (b) of the definition thereof).

     “ Junior Participation Interest Certificate ” shall mean the original certificate or other instrument evidencing any Junior Interest (as described in clause (a) of the definition thereof).

     “ knowledge ” shall mean, as to any Person for all purposes of this Agreement and the other Loan Documents, the actual knowledge of such Person, after due inquiry and, with respect to any representation or warranty regarding any Eligible Asset, based on the due diligence customarily performed in the origination (or acquisition, as the case may be) of comparable Eligible Assets by prudent commercial lenders in the applicable geographic area and with respect to properties comparable to the related Underlying Property, as of the date of origination (or acquisition, as the case may be) of such Eligible Asset.

      “Lease” shall mean any lease, sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or a right to use or occupy, all or any portion of any space in an Underlying Property, and every modification, amendment or other agreement relating to such lease, sublease, subsublease or other agreement entered into in connection with such lease, sublease, subsublease or other agreement and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

      “Legal Requirements” shall mean, as to any Person, the Governing Documents of such Person and all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Person or any Collateral or Underlying Property and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to such Person, at any time in force affecting any Collateral or any Underlying Property or any part thereof.

      “Lenders” shall have the meaning set forth in the introductory paragraph hereto.

      “Lender Default” shall mean, as to any Lender, (a) the failure of such Lender to make available its share of any borrowing as required under Section 3 hereof, (b) the notification by such Lender to the Administrative Agent or Borrower that it does not intend to comply with its obligations under this Agreement, or (c) such Lender’s becoming subject to any insolvency, reorganization or similar action or proceeding, including by the takeover of such Lender by any regulatory agency.

      “LIBOR” shall mean, with respect to each day during each Interest Period pertaining to a Loan, a rate per annum determined for such day in accordance with the following formula:

      “LIBOR Base Rate” shall mean, with respect to each day during each Interest Period pertaining to a Loan, the rate per annum (rounded upwards, if necessary, to the nearest one-thousandth (1/1000 ^th ) of one percent (1%)) reported for such Interest Period at 11:00 a.m. London time on the date that is two (2) London Business Days prior to the tenth (10th) day of the calendar month in which such Interest Period commences (such date, the “ Determination Date ”), on Dow Jones Telerate Service Page 3750 (British Bankers Association Settlement Rate) as the non-reserve adjusted London Interbank Offered Rate for U.S. dollar deposits having a thirty (30) day term and in an amount of $1,000,000.00 or more (or on such other page as may replace said Page 3750 on that service or such other service or services as may be nominated by the British Bankers Association for the purpose of displaying such rate, all as determined by the Administrative Agent in its sole but good faith discretion). In the event that (a) more than one such rate is provided, the average of such rates shall apply, or (b) no such rate is published, then the LIBOR Base Rate shall be determined from such comparable financial reporting company as the Administrative Agent in its sole but good faith discretion shall determine.

     “ LIBOR Loan ” shall mean any Loan the rate of interest applicable to which is based upon LIBOR.

      “LIBOR Reserve Percentage” shall mean, for any Interest Period for all of the Loans comprising part of the same borrowing, the reserve percentage applicable on each Determination Date with respect to such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor thereto) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York, New York with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Loans is determined) having a term comparable to such Interest Period.

      “LIBOR Reserve Requirements” shall mean, for any day as applied to a LIBOR Loan, the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of such Board) maintained by a member bank of such System.

      “Lien” shall mean any mortgage, lien, pledge, charge, security interest or similar encumbrance.

      “Loans” shall have the meaning set forth in Section 2.1 .

      “Loan Documents” shall mean, collectively, this Agreement, the Notes, the Security Documents, the Clearing Account Agreement, the Cash Management Agreement, the OP Guaranty of Payment, the REIT Guaranty of Payment and any other documents, agreements and instruments now or hereafter evidencing, securing or delivered to the Administrative Agent in

connection with any Loans, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

     “ Loan to Cost Ratio ” or “ LTC ” shall mean, with respect to any Pledged Asset as of any date of determination, the ratio, expressed as a percentage, of (i) the sum of (x) the actual outstanding principal amount of such Pledged Asset as of such date plus (y) the actual outstanding principal amount of all other Indebtedness for borrowed money of the applicable Underlying Borrower and, in the case of any Mezzanine Loan, the owner of the Underlying Property, to (ii) the aggregate purchase price paid by such Underlying Borrower (or, in the case of any Mezzanine Loan, the owner of the Underlying Property) for the applicable Underlying Property and the aggregate closing costs incurred by such Underlying Borrower and owner in connection therewith.

     “ Loan to Value Ratio ” or “ LTV ” shall mean, with respect to any Pledged Asset as of any date of determination, the ratio, expressed as a percentage, of (i) the sum of (x) the actual outstanding principal amount of such Pledged Asset as of such date plus (y) the actual outstanding principal amount of all other Indebtedness for borrowed money of the applicable Underlying Borrower and, in the case of any Mezzanine Loan, the owner of the Underlying Property, to (ii) the aggregate Appraised Value of the applicable Underlying Property.

      “London Business Day” shall mean any Business Day on which commercial banks are open for international business (including dealings in dollar deposits) in London, England.

     “ Market Capitalization ” shall mean, as of any date of determination, an amount equal to the sum of (a) the product of (x) the aggregate number of issued and outstanding shares of each class of publicly-traded equity securities of Ashford REIT (inclusive of the limited partnership interests of Ashford OP, calculated on an as-converted basis, as though such partnership interests had been converted into equity securities of Ashford REIT) multiplied by (y) the average closing sales price of each such class of such equity securities on the New York Stock Exchange for the twenty (20) trading day period immediately preceding such date of determination, plus (b) the product of (x) the aggregate number of issued and outstanding shares of convertible preferred stock of Ashford REIT for which the conversion price is less than or equal to the average closing sales price of the common stock of Ashford REIT on the New York Stock Exchange for the twenty (20) trading day period immediately preceding such date of determination, multiplied by (y) the average closing sales price of the common stock of Ashford REIT on the New York Stock Exchange for the twenty (20) trading day period immediately preceding such date of determination.

     “ Market Deficiency, ” “ Market Deficiency Notice ” and “ Market Deficiency Threshold, ” shall have the meanings set forth in Section 3.3(a) .

     “ Market Determination Date ” shall have the meaning set forth in Section 3.3(a) .

     “ Market Value Surplus ” and “ Market Surplus Notice ” shall have the meanings set forth in Section 3.3(a)(iv) .

     “ Market Value ” shall mean, with respect to any Pledged Asset, (x) on the Borrowing Date on which such Pledged Asset is added to the Borrowing Base, the market value for such

Pledged Asset as determined by Administrative Agent in its sole and absolute discretion using its standard underwriting criteria in effect as of such Borrowing Date for assets of the same Asset Type as such Pledged Asset, including utilizing the Base Case DSCR for such Pledged Asset (the “ Base Case Market Value ”), and (y) as of any date thereafter, the market value for such Pledged Asset as determined by Administrative Agent in good faith and in a manner consistent with Lender’s calculation of the Base Case Market Value of such Pledged Asset but utilizing the DSCR of such Pledged Asset as of such date of determination (the “ Updated DSCR ” with respect thereto). The provisions of the foregoing clause (y) shall not preclude Administrative Agent, in determining Market Value on any Market Determination Date, from applying any customary and reasonable market factors or underwriting criteria that are part of Administrative Agent’s standard underwriting criteria as of the applicable Borrowing Date for assets of the same Asset Type that were not applied in determining the Base Case Market Value of such Pledged Asset but become applicable to a Pledged Asset subsequent to the Borrowing Date on which such Pledged Asset was added to the Borrowing Base as a result of changes in circumstances relating to or affecting such Pledged Asset. In calculating the Updated DSCR for any Pledged Asset, Lender shall utilize the applicable interest rate under the related Pledged Asset Document in effect as of the date of determination of either (1) the Base Case DSCR for such Pledged Asset or (2) such Updated DSCR, whichever is greater. Borrower acknowledges that the Market Value of a Pledged Asset may be reduced to zero by Administrative Agent if:

     (a) Administrative Agent no longer has a perfected security interest in such Pledged Asset, or

     (b) such Pledged Asset has been released from the possession of the Custodian under the Custodial Agreement.

     In addition, the Market Value of a Pledged Asset that becomes a Defaulted Asset may be reduced to zero by Administrative Agent as provided in Section 3.3(b) and Section 5.31 of this Agreement.

      “Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property (including, without limitation, any Pledged Asset, any other Collateral, any Underlying Property or any Underlying Collateral) or condition (financial or otherwise) of Borrower, Guarantors and their respective Subsidiaries or Affiliates taken as a whole, (b) the ability of Borrower or any Guarantor to perform its obligations under any of the Loan Documents to which it is a party (including, without limitation, the timely payment of principal of or interest on the Loans or other amounts payable in connection herewith), or (c) the validity or enforceability of this or any of the other Loan Documents.

      “Maximum Credit” shall mean One Hundred Million and No/100 Dollars ($100,000,000.00), subject to adjustment as provide in Section 2.8 hereof. The Maximum Credit is only the maximum amount that may be outstanding from time to time hereunder, it being understood and agreed by the parties hereto that the actual amount that Borrower may borrow from the Lenders hereunder at any given time may not exceed the Borrowing Base, which may be an amount less than the Maximum Credit.

      “Maximum Legal Rate” shall mean the maximum non-usurious 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 Notes and as provided for herein or the other Loan Documents, under the laws of such Governmental Authority whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loans.

      “Mezzanine Loan” shall mean a performing mezzanine loan secured, directly or indirectly, by pledges of all the Equity Securities of the Person that owns an Underlying Property.

      “Mezzanine Pledge Agreement” shall mean, with respect to each Pledged Asset that is a Mezzanine Loan, a pledge and security agreement granting to Borrower a first priority security interest (whether directly or indirectly) in all Equity Securities of the Person that owns the applicable Underlying Property.

      “Mezzanine Note” shall mean a promissory note or other evidence of a Mezzanine Loan secured by a Mezzanine Pledge Agreement .

      “Mortgage” shall mean a mortgage, deed of trust, deed to secure debt or other instrument, creating a valid and enforceable first lien on or a first priority ownership interest in an estate in fee simple or ground leasehold interest in the applicable Mortgaged Property and the improvements thereon, and security over the assets of the relevant Underlying Borrower or charger, securing a Mortgage Loan or similar evidence of indebtedness.

     “ Mortgage Loan ” shall mean a debt obligation secured by a Mortgage on an Underlying Property.

     “ Mortgage Note ” shall mean the promissory note evidencing a Mortgage Loan secured by a Mortgage.

      “Mortgaged Property” shall mean the real property (including all improvements, buildings, fixtures, building equipment and personal property thereon and all additions, alterations and replacements made at any time with respect to the foregoing) and/or all other collateral securing repayment of a Mortgage Loan, which such property shall be a hotel property located in the United States of America.

     “ Net Income ” shall mean, for Ashford REIT and its consolidated Subsidiaries for any period, the net income (or loss) of Ashford REIT and its consolidated Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, but excluding therefrom (to the extent otherwise included therein)(i) any extraordinary gains or losses, (ii) any gains or losses attributable to write-ups or write-downs of assets, (iii) any equity interest of Ashford REIT or any of its Subsidiaries in the unremitted earnings of any Person that is not a Subsidiary of Ashford REIT, and (iv) any income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with Ashford REIT or a Subsidiary of Ashford REIT on the date that such Person’s assets are acquired by Ashford REIT or such Subsidiary.

      “Note” shall have the meaning set forth in Section 2.2 .

      “Notice” shall have the meaning set forth in Section 13.2 .

      “Officer’s Certificate” shall mean a certificate delivered to the Administrative Agent by Borrower, Ashford OP or Ashford REIT that is signed by an authorized senior officer of Borrower, Ashford OP or Ashford REIT. No officer of Borrower, Ashford OP or Ashford REIT shall have any personal liability on account of its execution or delivery of an Officer’s Certificate or any other certificate or instrument pursuant to this Agreement or the other Loan Documents

      “OP Guaranty of Payment” shall mean that certain Guaranty of Payment dated as of the date hereof, from Ashford OP in favor of the Administrative Agent for the ratable benefit of the Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

      “Other Taxes” shall have the meaning set forth in Section 3.10(b) .

      “Outstanding Principal Balance” shall mean, as of any date, the aggregate outstanding principal balance of all Loans then outstanding hereunder.

      “Participants” shall have the meaning set forth in Section 13.6(b) .

      “Patriot Act” shall mean, collectively, all laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107 56).

      “Payment Date” shall mean the eleventh (11th) day of each calendar month, unless such date is not a Business Day, in which case the Payment Date shall be the next succeeding Business Day. If any Loans are advanced as of the date hereof, the first Payment Date will be January 11, 2006.

      “Permitted Encumbrances” shall mean, collectively, (i) the Liens and security interests created by the Loan Documents, (ii) all Liens, encumbrances and other matters set forth in or permitted under the Pledged Asset Documents or disclosed in the relevant Collateral File for any Pledged Assets, including without limitation, the rights and interests (whether arising under an intercreditor agreement, co-lender agreement, trust and servicing agreement or otherwise) of (A) in the case of any Mortgage Loan, any mezzanine lender holding a mezzanine loan which is secured directly or indirectly by Equity Interests in the Underlying Borrower, (B) in the case of any Mezzanine Loan, any mortgage lender holding the mortgage loan which encumbers the Underlying Property that relates to such Mezzanine Loan or (C) in the case of any Junior Interest, the holder of any senior interest in the loan underlying such Junior Interest, and the rights and interests of any servicer of such underlying loan, (iii) Liens, if any, for Real Estate Taxes imposed by any Governmental Authority not yet delinquent, (iv) Liens of mechanics and materialmen for sums that are not overdue or that are being contested diligently and in good faith in accordance with the provisions of the applicable Pledged Asset Documents, (v) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or letters of credit or guarantees issued in respect thereof, (vi) deposits to secure the performances of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other

obligations of a like nature, in each case in the ordinary course of business or letters of credit or guarantees issued in respect thereof, (vii) covenants, conditions, restrictions, easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected Pledged Asset or interfere with the ordinary conduct of business at any applicable Underlying Property, and (viii) such other title and survey exceptions as the Administrative Agent has approved or may approve in writing in the Administrative Agent’s sole discretion.

      “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, 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.

     “ Pledged Assets ” shall mean any Eligible Assets as to which the Administrative Agent has been granted and holds a valid, perfected Lien for the ratable benefit of the Lenders, together with each additional Eligible Asset hereafter encumbered by any Security Document from and after the date such additional Eligible Asset is so encumbered, all as more particularly described in the granting clauses of the applicable Security Document, as amended, supplemented or otherwise modified from time to time.

     “ Pledged Asset Documents ” shall mean, with respect to any Pledged Asset, the agreements, documents, instruments, information and other items constituting the Collateral File for such Pledged Asset.

     “ Pledged Asset Schedule ” shall mean with respect to any borrowing hereunder as of any Borrowing Date, a schedule in the form of Exhibit J attached hereto describing any Eligible Assets to be pledged and assigned to Administrative Agent for the ratable benefit of the Lenders and added to the Collateral on such Borrowing Date. The Pledged Asset Schedule shall be attached to each Trust Receipt and Custodial Delivery Letter.

      “Pledged Asset Prepayment ” shall have the meaning set forth in Section 3.3(c) .

      “Prohibited Person” shall mean any Person:

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

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

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

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

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

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

      “Real Estate Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Underlying Property or part thereof, together with all interest and penalties thereon.

     “ Records ” shall mean all instruments, agreements and other books, records, and reports and data generated by other media for the storage of information maintained by or on behalf of Borrower, or any other Person with respect to a Pledged Asset. Records shall include, without limitation, all Pledged Asset Documents, the Collateral Files, the credit files related to the Pledged Asset and any and all other instruments necessary to document or service such Pledged Asset or any transfer or conveyance thereof.

      “Referrer” shall have the meaning set forth in Section 13.8 .

      “Register” shall have the meaning set forth in Section 13.6(d) .

      “REIT Guaranty of Payment” shall mean that certain Guaranty of Payment dated as of the date hereof, from Ashford REIT in favor of the Administrative Agent for the ratable benefit of the Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

      “Rents” shall mean all rents (including, without limitation, percentage rents), rent equivalents, moneys payable as damages (including payments by reason of the rejection of a Lease in a Bankruptcy Action) or in lieu of rent or rent equivalents, royalties (including all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other payments and consideration of whatever form or nature received by or paid to or for the account of or benefit of an Underlying Borrower from any and all sources arising from or attributable to the applicable Underlying Property and the improvements thereon, including, without limitation, all revenues from telephone services, laundry, vending, television, and all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, and all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of the Underlying Property or rendering of services by the Underlying Borrower, any property manager for the Underlying Property, or any of their respective agents or employees, and proceeds, if any, from business interruption or other loss of income insurance.

      “Request for Borrowing” shall have the meaning set forth in Section 2.4(b) .

      “Required Lenders” shall mean, at any time, Lenders (not including Defaulting Lenders) the Credit Exposure Percentages of which aggregate greater than fifty percent (50%).

      “Revolving Credit Commitment” shall mean, as to any Lender, the obligation of such Lender to make Loans to Borrower pursuant to Section 2.1 in an aggregate principal and/or face amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1 under the caption “Revolving Credit Commitment” or in an Assignment and Acceptance, as such amount may be (i) reduced from time to time in accordance with the provisions of this Agreement; (ii) increased from time to time in accordance with the definition of “Adjusted Revolving Credit Commitment Percentage” or (iii) increased in accordance with Section 2.8 . “ Revolving Credit Commitments ” shall refer collectively to all of the Revolving Credit Commitments of all of the Lenders.

      “Revolving Credit Commitment Percentage” shall mean, as to any Lender at any time, the percentage which such Lender’s Revolving Credit Commitment then constitutes of the aggregate Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Loans then outstanding constitutes of the aggregate principal amount of the Loans then outstanding).

      “Revolving Credit Commitment Period” shall mean the period from and including the Closing Date to but not including the Revolving Credit Termination Date or such earlier date on which the Revolving Credit Commitments shall terminate as provided herein.

      “Revolving Credit Termination Date” shall mean the earlier of (a) December 23, 2008 and (b) such other date on which the Revolving Credit Commitments terminate and final payment of the outstanding principal balance of the Note becomes due and payable as provided herein or in any of the other Loan Documents, whether by declaration of acceleration or otherwise.

      “Secured Obligations” shall have the meaning set forth in Section 4.1 .

      “Security Documents” shall mean, collectively, (a) this Agreement, (b) the Equity Pledge Agreement, (c)(i) in respect of any Pledged Asset that is a Mortgage Loan, an allonge assigning the related Mortgage Note in blank, an Assignment of Mortgage in blank, an Assignment of Assignment of Leases in blank, a Collateral Assignment of Mortgage and a Collateral Assignment of Leases, (ii) with respect to any Pledged Asset that is a Mezzanine Loan, an allonge assigning the related Mezzanine Note in blank and a Collateral Assignment of Pledge, and (iii) with respect to any Pledged Asset that is a Junior Interest, an allonge assigning any participation certificate or note evidencing such Junior Interest in blank and a Collateral Assignment of Participation Interest or any other document or instrument evidencing such Junior Interest and (d) all other security documents hereafter delivered to the Administrative Agent granting a Lien on any asset or assets of any Person to secure any of the Secured Obligations, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

      “Servicer” shall have the meaning set forth in Section 13.9 .

      “Servicing Agreement” shall have the meaning set forth in Section 13.9 .

      “Servicing Fees” shall have the meaning set forth in Section 13.9 .

     “ Servicing Report ” shall mean a remittance report on a monthly basis, or more frequently as reasonably requested by Administrative Agent, containing servicing information, including, without limitation, those fields reasonably requested by Administrative Agent from time to time, on a loan-by-loan basis and in the aggregate, with respect to the Pledged Assets serviced by Borrower or any applicable servicer of the Pledged Assets for the month (or any portion thereof) prior to the date of delivery.

      “Special Member” shall have the meaning set forth in Section 5.30(p) .

      “Subordinated Debt” shall mean Indebtedness of Ashford REIT and its consolidated Subsidiaries (i) which is unsecured, (ii) no part of the principal of such Indebtedness is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise) prior to the date which is one year following the Revolving Credit Termination Date and (iii) the payment of the principal of and interest on such Indebtedness and other obligations of Borrower in respect of such Indebtedness are subordinated to the prior payment in full of the principal of and interest (including post-petition obligations) on the Loans and all other obligations and liabilities of Borrower to Lenders hereunder on terms and conditions approved in writing by Administrative Agent and all other terms and conditions of which are satisfactory in form and substance to Administrative Agent.

      “Subsidiary” shall mean, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

      “Substitute Asset” shall have the meaning set forth in Section 4.8 .

      “Substituted Asset” shall have the meaning set forth in Section 4.8 .

      “Sweep Event” shall have the meaning set forth in Section 3.13(b) .

      “Sweep Notice” shall mean a notice delivered from Administrative Agent to Clearing Bank upon the occurrence of a Sweep Event, in the form required by the Clearing Account Agreement.

      “Tangible Net Worth” shall mean, for Ashford REIT (a) the sum of (i) Ashford REIT’s stockholder’s equity and (ii) Subordinated Debt, minus (b) the sum of (x) any indebtedness owed to Ashford REIT by affiliates and (y) all intangible assets including goodwill, patents, trade names, trademarks, copyrights, franchises, any organizational expenses, deferred expenses,

prepaid assets, receivables from shareholders, affiliates or employees, and any other asset as shown as an intangible asset on Ashford REIT’s balance sheet on a consolidated basis as determined at a particular date in accordance with GAAP.

      “Taxes” shall have the meaning set forth in Section 3.9(a) .

      “Treasury Note” shall have the meaning set forth in the definition of “Treasury Rate” set forth below.

      “Treasury Rate” shall mean, with respect to any Interest Period, the rate per annum reported, with respect to such Interest Period, at 11:00 a.m. New York time on the date that is two (2) Business Days prior to the tenth (10th) day of the calendar month in which such Interest Period commences, equal to the then current yield to maturity, on an annual equivalent bond basis (recalculated to a three hundred sixty (360) day year basis), of a U.S. Treasury bill, note or bond selected by the Administrative Agent (a “Treasury Note” ) that is then actively trading in the secondary market and maturing one year following the date of such determination; provided that if such a Treasury Note is not then outstanding, the Treasury Rate shall be the per annum rate as of each applicable determination date, equal to the current yield to maturity, on an annual equivalent bond basis (recalculated to a three hundred sixty (360) day year basis), of a Treasury Note that the Administrative Agent shall, in each case in its sole and absolute discretion, determine as being appropriate to determine the Treasury Rate. If two or more issues of such Treasury Notes mature on the same day, then Administrative Agent shall in its reasonable discretion select one such issue for purposes of determining the Treasury Rate.

     “ Trust Receipt ” shall mean a trust receipt, substantially in the form attached hereto as Exhibit I , issued by Custodian to Administrative Agent, for the ratable benefit of the Lenders, confirming the Custodian’s possession of certain Collateral Files which are held by Custodian for the benefit of Administrative Agent and the Lenders (or, until such time as such complete Collateral Files can be delivered to the Custodian, are held on behalf of the Custodian pursuant to a bailment arrangement with counsel or other third party acceptable to Administrative Agent in its sole and absolute discretion).

      “UBS” shall have the meaning set forth in the introductory paragraph hereto.

      “Underlying Borrower ” shall mean (a) in the case of any Pledged Asset that is a Mortgage Loan or a Mezzanine Loan, the obligor under a note or credit agreement, (b) in the case of a Mortgage Loan, the grantor of the related Mortgage, and (c) in the case of a Junior Interest the obligor under the note, loan agreement or credit agreement evidencing the loan in which such Junior Interest is granted.

      “Underlying Collateral” shall mean (a) in the case of a Mortgage Loan, the Mortgaged Property securing such Mortgage Loan pursuant to the Mortgage executed and delivered in connection therewith, (b) in the case of a Mezzanine Loan, the Equity Securities that are pledged as collateral security for such Mezzanine Loan and (c) in the case of a Junior Interest, the Mortgaged Property securing the commercial real estate loan in which such Junior Interest represents a junior participation (if the Junior Interest is of the type described in clause (a) of the

definition thereof), or the Mortgaged Property securing such Junior Interest (if the Junior Interest is of the type described in clause (b) of the definition thereof).

      “Underlying Property” shall mean (a) in the case of a Mortgage Loan, the Mortgaged Property securing such Mortgage Loan pursuant to the Mortgage executed and delivered in connection therewith, (b) in the case of a Mezzanine Loan, the real property that is held by the Person the Equity Securities of which are pledged as collateral security for such Mezzanine Loan and (c) in the case of a Junior Interest, the Mortgaged Property securing the commercial real estate loan in which such Junior Interest represents a junior participation (if the Junior Interest is of the type described in clause (a) of the definition thereof), or the Mortgaged Property securing such Junior Interest (if the Junior Interest is of the type described in clause (b) of the definition thereof).

      “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.

     “ Underwriting Package ” shall mean, with respect to each Eligible Asset, any material internal document and valuation analysis prepared by Borrower or any of its Affiliates, or by or on behalf of the originator of such Eligible Asset, if such originator is not Borrower or any of its Affiliates (to the extent such analysis has been delivered to Borrower or any of its Affiliates), for its evaluation, valuation and investment committee approval of such Eligible Asset, which shall include copies of each of the following:

     (i) historical and prospective operating statements, capital expenditures and budgets, including a minimum of three (3) years of property level financial statements, to the extent available, and current financial statements of the Underlying Borrower and any other obligor with respect to the Eligible Asset, including a statement as to the net worth of the Underlying Borrower and any related sponsor, if available;

     (ii) a schedule of results of operations for the Underlying Property for the trailing twelve (12) months immediately preceding the Borrowing Date requested with respect to such Eligible Asset;

     (iii) a calculation of DSCR for such Underlying Property using a methodology for calculating DSCR that is consistent with the terms and conditions of this Agreement;

     (iv) an Appraisal of the Underlying Property conducted not more than six months prior to the date on which the related Eligible Asset is pledged as additional Collateral hereunder;

     (v) a narrative description of the Underlying Property, the Underlying Borrower, the Eligible Asset and the material provisions of the applicable Pledged Asset Documents, which shall include, to the extent available, information with respect to (1) the year that the improvements at the Underlying Property were constructed, (2) the scope of any planned improvements, renovations or construction, (3) a description of the hotel facilities located at the Underlying Property, including information with respect to traditional real estate parameters, such as location, access, visibility and the like, the number of rooms at the hotel, food and beverage services and any other retail or other

services provided at the facility, a map of the facility and the Underlying Property, and photographs of the facility, if available;

     (vi) to the extent available, any engineering study regarding the hotel or any other improvements at the Underlying Property;

     (vii) to the extent available, any product improvement plans of any applicable franchisor and any related franchise license agreement and standstill agreement;

     (viii) any applicable management agreement and a description of any management company;

     (ix) to the extent available, a summary of existing and projected competition for the Underlying Property and Borrower’s internal market analysis and analysis of the principal competitors of the Underlying Property;

     (x) to the extent available, a comparative “benchmark” analysis of the Underlying Property that compares the operating statements of the Underlying Property to those of selected comparable properties;

     (xi) to the extent available, the marketing program and business plan for the Underlying Property;

     (xii) Borrower’s operating model and projections for the Underlying Property, including, to the extent available, a DSCR sensitivity analysis that addresses the impact of revenue per average room (RevPAR) and interest rate fluctuations on debt service capability; and

     (xiii) such further documents or information as Administrative Agent may reasonably request.

      “Underwritten Net Cash Flow” shall mean, for any Pledged Asset for any period, the underwritten net cash flow of the Underlying Property with respect to such Pledged Asset (inclusive of any payments received from hedge providers in accordance with the terms of the applicable Pledged Asset Documents) determined by Administrative Agent in its sole and absolute discretion in accordance with Administrative Agent’s underwriting standards for assets of the same Asset Type as such Pledged Asset as in effect as of the Borrowing Date on which such Pledged Asset is added to the Collateral hereunder.

     “ Updated DSCR ” shall have the meaning set forth in the definition of “Market Value”.

     “ Updated Underwriting Package ” shall mean, with respect to any Pledged Asset, copies of each of the following:

     (i) current financial statements of the Underlying Borrower and any other obligor with respect to the Pledged Asset, including a statement as to the net worth of the Underlying Borrower and any related sponsor, if available;

     (ii) to the extent available to Borrower or any of its Affiliates or required to be delivered to Borrower or any of its Affiliates by the Underlying Borrower pursuant to the applicable Pledged Asset Documents, a schedule of results of operations for the Underlying Property for the trailing twelve (12) month period covering the most recent twelve (12) full calendar months for which the Underlying Borrower has reported (or was obligated to report) to Borrower or any of its Affiliates pursuant to the applicable Pledged Asset Documents;

     (iii) a calculation of DSCR for such Underlying Property using a methodology for calculating DSCR that is consistent with the terms and conditions of this Agreement;

     (iv) to the extent available, a comparative “benchmark” analysis of the Underlying Property that compares the operating statements of the Underlying Property to those of selected comparable properties; and

     (v) Borrower’s operating model and current projections for the Underlying Property, including, to the extent available, a DSCR sensitivity analysis that addresses the impact of revenue per average room (RevPAR) and interest rate fluctuations on debt service capability.

     “ Unused Fee ” shall have the meaning set forth in Section 2.7 .

     1.2. Other Definitional Provisions.

          (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any Note or any certificate or other document made or delivered pursuant hereto.

          (b) As used herein and in any Note, and any certificate or other document made or delivered pursuant hereto, accounting terms relating to Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1 , to the extent not defined, shall have the respective meanings given to them under GAAP.

          (c) 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, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

          (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

      SECTION 2. AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS

     2.1. Revolving Credit Commitments . Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (each a “ Loan ” and, collectively, the “Loans” ) to Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the amount of such

Lender’s Revolving Credit Commitment then in effect. During the Revolving Credit Commitment Period, Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The total amount of all of the Revolving Credit Commitments of all of the Lenders in the aggregate shall be equal to the Maximum Credit available under this Agreement, as the same may be adjusted pursuant to Section 2.8 hereof; provided that the actual total aggregate amount that Borrower may borrow from the Lenders hereunder at any given time may not exceed the Borrowing Base, which may be an amount less than the Maximum Credit.

     2.2. Notes . The Loans made by each Lender shall be evidenced by a promissory note of Borrower, substantially in the form of Exhibit B attached hereto with appropriate insertions as to payee, date and principal amount (each, a “Note” ), payable to the order of such Lender and evidencing the obligation of Borrower to pay the aggregate unpaid principal amount of all Loans made by such Lender. Each Lender is hereby authorized to record the date and amount of each Loan made by such Lender and the date and amount of each payment or prepayment of principal thereof, on the schedule annexed to and constituting a part of its Note, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. Each Note shall (i) be dated the Closing Date or such later date as the Lender’s interest therein shall arise, (ii) be stated to mature on the Revolving Credit Termination Date, and (iii) bear interest on the unpaid principal amount thereof from time to time outstanding at the applicable interest rate per annum determined as provided in Article 3 . Interest on each Note shall be payable on the dates specified in Section 3.1(d) .

     2.3. Advance Amounts . Funds shall be advanced with respect to each Pledged Asset in an amount equal to the Asset Value of such Pledged Asset multiplied by the applicable Advance Rate; provided that, notwithstanding any other provisions of this Agreement, in no event shall Lender advance more than 80% of the Asset Value of any Pledged Asset.

     2.4. Procedure for Borrowing .

          (a) Borrower may borrow under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day in an aggregate principal amount not exceeding the Borrowing Base then in effect; provided that (x) Borrower may not borrow, and Lenders shall not be required to lend, more than two (2) times during any calendar quarter, (y) in no event shall any Loan hereunder be funded on any Business Day that is less than thirty (30) Business Days after the Borrowing Date of the immediately preceding Loan hereunder, and (z) in no event shall the original principal amount of any Loan secured by any single Pledged Asset exceed Twenty Million and No/100 Dollars ($20,000,000.00).

          (b) In connection with each borrowing, Borrower shall deliver to the Administrative Agent a written request for borrowing, substantially in the form of Exhibit A attached hereto (a “Request for Borrowing” ), specifying (i) the amount to be borrowed (which shall not be less than One Million and No/100 Dollars ($1,000,000.00)), (ii) the requested Advance Rate with respect to such Loan, (iii) the Applicable Spread with respect to such Loan corresponding to such Advance Rate on Schedule 2 , and (iv) the requested Borrowing Date, and attaching (x) a Borrowing Base Certificate dated as of the date of such Request for Borrowing, (y) a Pledged Asset Schedule describing any Eligible Assets that, in connection with such Loan,

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are proposed to be added to the Collateral as additional security for the Secured Obligations, and (z) true and correct copies of the documents comprising a substantially complete Collateral File for each Eligible Asset that is proposed to be added to the Collateral in connection with such Loan. Each Request for Borrowing must be received by the Administrative Agent prior to 11:00 a.m., New York time, at least five (5) Business Days prior to the requested Borrowing Date; provided that, if any Eligible Assets are proposed to added to the Collateral in connection with such borrowing, the foregoing five (5) Business Day period shall be extended by the number of Business Days required for the Administrative Agent to complete its review of such Eligible Assets as provided in Section 2.4(d) below; and provided , further that, if the requested Borrowing Date is the date hereof, a Request for Borrowing must be received by the Administrative Agent prior to 11:00 a.m., New York time, on the date hereof.

          (c) Administrative Agent shall, on behalf of the Lenders, have the right, in its sole and absolute discretion and for any reason or no reason, to accept or deny any proposed Eligible Asset for inclusion in the Borrowing Base. Borrower hereby acknowledges and agrees that, notwithstanding the Revolving Credit Commitments hereunder, Administrative Agent is under no obligation or commitment to accept any particular Eligible Asset as additional security for the Secured Obligations. Following receipt of a Pledged Asset Schedule, a complete Underwriting Package and true and correct copies of the documents comprising a substantially complete Collateral File for each proposed Eligible Asset, Administrative Agent shall have the right to review each Eligible Asset proposed to be including in the Borrowing Base and conduct its own due diligence investigation of such Eligible Asset in a manner determined by Administrative Agent in its sole and absolute discretion. Borrower shall pay, at or prior to such time as any Eligible Asset is accepted as additional Collateral hereunder or upon request, all due diligence out-of-pocket costs and expenses, including reasonable legal fees and fees and expenses of the Servicer, incurred by Administrative Agent in connection with Administrative Agent’s due diligence of such Eligible Asset hereunder.

          (d) Administrative Agent agrees that it shall notify Borrower of its approval or disapproval of each proposed Eligible Asset within ten (10) Business Days after its receipt of a complete Underwriting Package and true and correct copies of the documents comprising a substantially complete Collateral File for each proposed Eligible Asset and any supplemental requests (requested orally or in writing) relating to such proposed Eligible Asset; provided that, if Borrower proposes adding more than one (1) but not more than five (5) Eligible Assets to the Collateral hereunder at any one time, the Administrative Agent shall notify Borrower of its approval or disapproval of each of such proposed Eligible Asset within twenty (20) Business Days after its receipt of a complete Underwriting Package and true and correct copies of the documents comprising a substantially complete Collateral File for each such proposed Eligible Asset and any supplemental requests (requested orally or in writing) relating to such proposed Eligible Assets; provided , further , that, if Borrower proposes adding more than five (5) Eligible Assets to the Collateral hereunder at any one time, the Administrative Agent shall have such additional reasonable period of time to review such Eligible Assets as the parties shall then agree. Unless Administrative Agent notifies Borrower of its approval of any proposed Eligible Asset within the applicable time period provided herein, Administrative Agent, on behalf of the Lenders, shall be deemed not to have approved such proposed Eligible Asset.

          (e) Upon completion of its review of any proposed Eligible Assets, Administrative Agent shall, consistent with this Agreement, notify Borrower of the terms for the Loan that will be secured by such Eligible Assets, including the applicable Advance Rate, the Applicable Spread, the Borrowing Date for such Loan, the Base Case Market Value and the Base Case DSCR of each such Eligible Asset and any additional terms or conditions of the Loan that are not inconsistent with the terms and conditions of this Agreement. After a proposed Eligible Asset has been approved by the Administrative Agent for inclusion in the Borrowing Base hereunder, such Eligible Asset shall, subject to satisfaction of the conditions set forth in Section 6.2 of this Agreement, be pledged as additional Collateral hereunder and thereafter shall be deemed a Pledged Asset for all purposes of this Agreement. Subject to the provisions of Sections 3.3(a)(iii) and (iv) , there shall be only one Advance Rate and one Applicable Spread for all Loans advanced with respect to each Pledged Asset hereunder, it being understood and agreed that, if as the result of an increase in the Borrowing Base hereunder, Borrower submits a Request for Borrowing without adding additional Pledged Assets to the Collateral hereunder, any Loan advanced pursuant to such Request for Borrowing shall be allocated among the Pledged Assets based upon the fixed Advance Rate and Applicable Spread for each Pledged Asset. The Administrative Agent shall promptly notify each Lender of the terms and conditions of each Loan, determined in a manner consistent with this Agreement. Provided that the terms and conditions of Section 6.2 hereof have been satisfied, each Lender will make the amount of its Revolving Credit Commitment Percentage of each borrowing available to the Administrative Agent for the account of Borrower at the office of the Administrative Agent specified in Section 13.2 prior to 3:00 p.m., New York time, on the Borrowing Date requested by Borrower in funds immediately available to the Administrative Agent. Such borrowing will then be made available to Borrower by the Administrative Agent crediting the account of Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.

          (f) On the applicable Borrowing Date, Borrower shall release to the Custodian no later than 11:00 a.m., New York time, on such Borrowing Date, the Collateral File pertaining to each Eligible Asset to be added to the Collateral as additional security for the Secured Obligations, all in accordance with the Custodial Agreement, together with a Custodial Delivery Letter and a Pledged Asset Schedule. Pursuant to the Custodial Agreement, Custodian shall deliver to Administrative Agent and Borrower a Pledged Asset Schedule and an Exception Report with respect to the Eligible Assets which Borrower has requested be included in the Borrowing Base on such Borrowing Date, and no later than 5:00 p.m., New York time, on each Borrowing Date, Custodian shall deliver to Administrative Agent a Trust Receipt in respect of all such Eligible Assets pledged as additional security for the Secured Obligations on such Borrowing Date.

     2.5. Termination of Revolving Credit Commitments . Borrower shall have the right, upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, to terminate the Revolving Credit Commitments in full or in part; provided that, in the case of any termination of the Revolving Credit Commitments in full, concurrently therewith, all Loans are repaid in full, together with an amount equal to the accrued but unpaid Unused Fee applicable to the portion of the year in which such Loans are repaid; and provided , further , that in the case of any termination of the Revolving Credit Commitments in part, after giving effect to such partial termination and any prepayment of the Loans in accordance with Section 3.2 or Section 3.3 in

connection therewith, the Outstanding Principal Balance shall not exceed the lesser of the Borrowing Base or the Revolving Credit Commitments, as so reduced. In the event the Revolving Credit Commitments are terminated in full in accordance with the terms hereof, thereafter, all references herein and in any of the other Loan Documents to the “Revolving Credit Termination Date” shall be deemed to refer to said date of termination of the Revolving Credit Commitments.

     2.6. Maturity . Borrower shall pay to the Administrative Agent for the ratable benefit of the Lenders on the Revolving Credit Termination Date the entire Outstanding Principal Balance, all accrued and unpaid interest and all other amounts due hereunder and under the other Loan Documents.

     2.7. Fees . Borrower agrees to pay to the Administrative Agent in arrears a quarterly fee (the “ Unused Fee ”), payable on the first Business Day of each January, April, July, and October, in an amount equal to the product of (i) 0.0375% (i.e., 0.000375) and (ii) the difference between the Maximum Credit or the Adjusted Maximum Credit, as applicable from time to time during the preceding calendar quarter, and the average Outstanding Principal Balance from time to time during such quarter, determined, in each instance, based upon the number of days during such quarter that such Maximum Credit or Adjusted Maximum Credit, as the case may be, and such average Outstanding Principal Balance were outstanding.

     2.8. Adjustment to Maximum Credit . Borrower may, at any time prior to the Revolving Credit Termination Date, request that the Maximum Credit be increased from One Hundred Million and No/100 Dollars ($100,000,000.00) to One Hundred Fifty Million and No/100 Dollars ($150,000,000.00) (the “ Adjusted Maximum Credit ”) by delivering to Administrative Agent a written request for such increase (a “ Credit Increase Request ”). Upon receipt by Administrative Agent of a Credit Increase Request, the Maximum Credit shall be increased to the Adjusted Maximum Credit provided that each of the following conditions shall have been satisfied: (A) no Default or Event of Default shall have occurred and be continuing under any of the Loan Documents, (B) no Borrowing Base Deficiency shall have occurred and be continuing, (C) no Market Deficiency shall have occurred and be continuing with respect to any Pledged Assets, (D) each of the conditions set forth in Sections 6.2(a) , (c) , (d) , (e) , (h)(ii) , (h)(iv) , (k) , (l) , (m) and (p) shall have been satisfied or waived (provided that any legal opinions to be delivered shall be substantially the same as the opinions that were delivered in connection with the initial Loans as relevant to such increase), (E) Administrative Agent shall have obtained all necessary internal investment committee and credit approvals for the Adjusted Maximum Credit, which such approval may be granted or withheld in Administrative Agent’s sole and absolute discretion, and (F) Administrative Agent shall have received payment from Borrower of all reasonable costs and expenses, including reasonable attorneys fees and expenses, incurred by Administrative Agent in connection with entering into such increase.

      SECTION 3. GENERAL PROVISIONS APPLICABLE TO LOANS

     3.1. Interest Rates and Payment Dates .

          (a) Subject to the further provisions of this Agreement, including, without limitation, Sections 3.1(b) , 3.6 and 3.7 , each Loan shall bear interest for each day during the

Interest Period with respect thereto at a rate per annum equal to LIBOR determined for such Interest Period plus the Applicable Spread.

          (b) During the continuance of any Event of Default, Borrower shall pay interest on any principal of any Loan outstanding at a rate per annum which is the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 3 plus five percent (5.0%) (the “Default Rate” ).

          (c) If any principal (other than the payment due on the Maturity Date), or interest due under the Loan Documents is not paid by Borrower on the date on which it is due (or if the principal payment due on the Maturity Date or any other sum is not paid within five (5) days after the date on which it is due), Borrower shall pay to the Administrative Agent 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 the Administrative Agent in handling and processing such delinquent payment and to compensate the Administrative Agent for the loss of the use of such delinquent payment. Any such amount shall be secured by the Security Documents and the other Loan Documents.

          (d) Interest shall be payable in arrears on each Payment Date and on the Revolving Credit Termination Date; provided that the Administrative Agent may, in its sole discretion, require accrued interest to be paid simultaneously with any prepayment of principal made by Borrower on account of any of the Loans outstanding; and provided , further , that interest accruing pursuant to Section 3.1(b) shall accrue daily and shall be payable from time to time on demand.

     3.2. Optional Prepayments .

          (a) Borrower may at any time and from time to time (including, without limitation, to cure any Borrowing Base Deficiency) prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable written notice (an “ Optional Prepayment Notice ”) to the Administrative Agent given no less than three (3) Business Days prior to the date of such prepayment, specifying the date and amount of prepayment (it being understood that failure to provide the Administrative Agent with notice of a prepayment no less than three (3) Business Days prior to the next occurring Determination Date may result in liability on the part of Borrower pursuant to Section 3.11 hereof). Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, Borrower may deliver written notice of the rescission thereof at any time up to the proposed date of prepayment identified in such notice of prepayment, but if no such notice of rescission is delivered, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to Section 3.11 . Partial prepayments pursuant to this Section 3.2 shall be in an aggregate principal amount of $1,000,000.00 or a whole multiple thereof.

          (b) Subject to Section 4.7(c) , in connection with any prepayment pursuant to Section 3.2(a) , the Lien of the Security Documents shall be released with respect to any Pledged Asset forming part of the Collateral, as designated by Borrower in the related Optional

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Prepayment Notice, so long as no Borrowing Base Deficiency would occur after giving effect to such proposed release and prepayment.

     3.3. Mandatory Prepayments .

          (a) Borrowing Base Deficiency .

          (i) The Market Value of all Pledged Assets will be determined by Administrative Agent (A) on a date not later than fifteen (15) days following the end of any calendar quarter, (B) promptly following the date that any Pledged Asset becomes a Defaulted Asset, (C) promptly following a request for the release of a Pledged Asset from the Collateral securing the Secured Obligations pursuant to Section 4.7(c) hereof or the substitution of a Substitute Asset for a Substituted Asset pursuant to Section 4.8 hereof, (D) in connection with any Pledged Asset Prepayment pursuant to Section 3.3(c) hereof, (E) upon the occurrence of any deemed approval of Administrative Agent under Section 8.19(b) , and (F) as of each Borrowing Date hereunder (each a “ Market Determination Date ”). Borrower shall deliver to Administrative Agent, at least five (5) Business Days prior to each Market Determination Date (or, in the case of a Market Determination Date described in clause (E), three (3) Business Days prior to such Market Determination Date), an Updated Underwriting Package for each Pledged Asset for which an Updated Underwriting Package has not been delivered to the Administrative Agent within thirty (30) days prior to such Market Determination Date. If, on any Market Determination Date, (x) a Borrowing Base Deficiency exists, (y) the Aggregate Market Value is less than the Aggregate Base Case Market Value (a “ Market Deficiency ”), and (z) the amount of such Market Deficiency is more than fifteen percent (15%) of the Aggregate Base Case Market Value (the “ Market Deficiency Threshold ”), then Lender shall provide written notice of such Market Deficiency to Borrower (such notice, a “ Market Deficiency Notice ”) and Borrower shall, no later than the fifth (5 ^th ) Business Day immediately following the date of delivery of the related Market Deficiency Notice, prepay the Outstanding Principal Balance by an amount (the “ Borrowing Base Deficiency Cure Amount ”) sufficient to cure the Borrowing Base Deficiency.

          (ii) With the prior written consent of the Administrative Agent, which such consent may be granted or withheld in Administrative Agent’s sole discretion, Borrower may, in lieu of prepaying the Outstanding Principal Balance as provided in Section 3.3(a)(i) , enter into a Security Document in favor of the Administrative Agent for the ratable benefit of the Lenders with respect to one or more additional Eligible Assets (provided that all of the conditions precedent set forth in Section 6.2 hereof are satisfied) having a combined Market Value sufficient (together with the Market Value of all other Additional Assets theretofore encumbered pursuant to this Section 3.3(a)(ii) ), when multiplied by the applicable Advance Rate for each such Additional Asset, to cure the Borrowing Base Deficiency.

          (iii) To the extent that, on any Market Determination Date, the Market Value of any Pledged Asset as to which Lenders shall have advanced sixty percent (60%) of its Base Case Market Value on the Borrowing Date therefor is less than its Base Case Market Value, Borrower shall have the right to elect to pay interest hereunder with

respect to all Pledged Assets of that Asset Type which were advanced at that Advance Rate at a rate based upon the Applicable Spread determined as if Lender had advanced seventy percent (70%) of the Base Case Market Value thereof, in which case the Borrowing Base shall be deemed increased as a result of such increase in the Advance Rate, and the Borrowing Base Cure Amount at such time shall be reduced to an amount equal to that which would be required to cure the Borrowing Base Deficiency after giving effect to the increased Borrowing Base resulting from Borrower’s election under this Section 3.3(a)(iii) . If, after giving effect to Borrower’s election under this Section 3.3(a)(iii) , the Borrowing Base exceeds the Outstanding Principal Balance, Borrower may submit a Request for Borrowing with respect to such excess amount. If Borrower shall elect to pay interest at an increased rate with respect to all Pledged Assets of a particular Asset Type and Advance Rate as provided in this Section 3.3(a)(iii) , the Applicable Spread for all such Pledged Assets shall be increased, effective as of the date of the applicable Market Deficiency Notice, to the Applicable Spread on Schedule 2 hereto effective for such increased Advance Rate.

          (iv) In addition, so long as (A) no Market Deficiency shall then have occurred and be continuing with respect to any Pledged Assets and (B) no Event of Default, no monetary Default and no other Default as to which Administrative Agent shall have delivered a notice of default to Borrower hereunder shall have occurred and be continuing, if on any Market Determination Date the total of the Market Values for all Pledged Assets of a particular Asset Type and Advance Rate is greater than the total of all Base Case Market Values of all Pledged Assets of that Asset Type and Advance Rate such that, in the aggregate, the Advance Rate for such Pledged Assets has effectively decreased to the next lowest Advance Rate set forth in Schedule 2 hereto, and the amount of such excess Market Value is more than ten percent (10%) of the Base Case Market Value of all Pledged Assets of that Asset Type and Advance Rate (a “ Market Value Surplus ”) and the same has been true for two or more consecutive preceding quarters, then Borrower may request in writing (a “ Market Surplus Notice ”) that the Applicable Spread for all Pledged Assets of that Asset Type and Advance Rate (and as to which such Market Value Surplus shall exist) be decreased, and such rate shall be decreased effective as of the date of the applicable Market Surplus Notice, to the Applicable Spread on Schedule 2 hereto effective for such decreased Advance Rate. Nothing in this Section 3.3(a)(iv) shall be deemed to preclude or limit the application of any other provision of this Section 3.3(a) at any time after the delivery of a Market Surplus Notice.

          (v) Any Market Deficiency Notice delivered pursuant to this Section 3.3(a) shall be given in accordance with Section 13.2 hereof. The failure of Administrative Agent, on any one or more occasions, to exercise its rights hereunder, shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of Administrative Agent to do so at a later date; provided that the determination of whether a Borrowing Base Deficiency exists or whether a Market Deficiency exists which is in excess of the applicable Market Deficiency Threshold shall be based on the then-current circumstances and Aggregate Market Value. Borrower, Administrative Agent and Lenders each agree that a failure or delay by Administrative Agent to exercise its rights hereunder shall not limit or waive Administrative Agent’s

rights, on behalf of itself or Lenders, under this Agreement or otherwise existing by law, or in any way create additional rights for Borrower.

          (vi) For all purposes of this Agreement, if any Additional Asset is to be added to the Collateral pursuant to Section 3.3(a)(ii) hereof, Borrower shall satisfy the conditions set forth in Section 6.2 for each such Additional Asset and, upon satisfaction of such conditions and the acceptance by Administrative Agent, in its sole discretion, of such Additional Assets as additional Collateral hereunder, such Additional Assets shall become “Pledged Assets” for all purposes of this Agreement. The Administrative Agent shall, at the time such Additional Assets become Pledged Assets hereunder, determine the Base Case DSCR, the Base Case Market Value and the Asset Value for each such Additional Asset.

          (b) Defaulted Asset .

          (i) If any Pledged Asset becomes a Defaulted Asset as a result of a Bankruptcy Action with respect to the Underlying Borrower or the owner of the related Underlying Property, the Market Value of such Defaulted Asset shall immediately be deemed reduced to zero for purposes of Section 3.3(a) and Borrower shall, not later than the Business Day immediately following the earliest to occur of: (A) Borrower’s senior management learning or having any notice thereof or (B) Lender’s delivering notice thereof to Borrower, prepay the Outstanding Principal Balance in an amount equal to the lesser of (i) the product of (x) the Asset Value of the Defaulted Asset multiplied by (y) the Advance Rate then in effect for such Defaulted Asset and (ii) such amount as may be necessary to avoid a Borrowing Base Deficiency after giving effect to such reduction of the Market Value of such Pledged Asset (such amount, the “ Defaulted Loan Prepayment Amount ”) and, upon such payment, such Defaulted Asset shall be removed from the Collateral and the Lien of the Security Documents relating to such Defaulted Asset shall be released as provided in Section 4.7(c)(i) .

          (ii) Subject to the provisions of Section 3.3(a) , with respect to any other Defaulted Asset not described in Section 3.3(b)(i) , (A) if the event of default under the Pledged Asset Documents with respect to such Defaulted Asset that gave rise to the Pledged Asset becoming a Defaulted Asset has not been cured within thirty (30) days after such Pledged Asset became a Defaulted Asset (or such earlier time as may be requested by Borrower), then the Market Value of such Pledged Asset shall thereafter be deemed to be zero for purposes of the provisions of Section 3.3(a) , and (B) if such event of default has not been cured within ninety (90) days after such Pledged Asset became a Defaulted Asset, then Borrower shall prepay the Outstanding Principal Balance in an amount equal to the Defaulted Loan Prepayment Amount within one Business Day thereafter and such Defaulted Asset shall be removed from the Collateral and the Lien of the Security Documents relating to such Defaulted Asset shall be released as provided in Section 4.7(c)(i) .

          (c) Prepayments of Pledged Asset . In the event that Borrower or Servicer receives any prepayment of all or any portion of the outstanding principal balance of any Pledged Asset pursuant to the terms and conditions of the applicable Pledged Asset Documents

(a “ Pledged Asset Prepayment ”), then, no later than the Business Day immediately following the date on which such Pledged Asset Prepayment is received, Borrower shall prepay the Outstanding Principal Balance by an amount equal the lesser of (i) an amount equal to (x) such Pledged Asset Prepayment multiplied by (y) the Advance Rate then in effect for such Pledged Asset and (ii) such amount as may be necessary to avoid a Borrowing Base Deficiency after giving effect to such prepayment.

          (d) Funds Held in Cash Collateral Account . Notwithstanding anything to the contrary contained in this Section 3.3 , in the event Borrower would incur costs pursuant to Section 3.11 as a result of any payment due pursuant to this Section 3.3 , Borrower, at its option, may deposit the amount of such payment, together with interest thereon through the applicable Interest Period, with the Administrative Agent in a cash collateral account (or in the Deposit Account) until the end of the applicable Interest Period.

     3.4. Prepayment Amounts . In the event that Borrower makes any prepayment of all or any portion of the Outstanding Principal Balance as provided in Section 3.2 or Section 3.3 , such payment shall include all accrued and unpaid interest on such prepaid principal amount at the applicable interest rate, any other amounts due and payable with respect thereto, and all out-of-pocket fees and expenses (including, without limitation, reasonable legal fees) incurred by Administrative Agent and up to one Lender hereunder in connection with such prepayment or the release of any Lien on any portion of the Collateral in connection therewith and any amounts payable pursuant to Section 3.11 . Mandatory or optional prepayments pursuant to Section 3.2 or Section 3.3 shall not result in any permanent reduction in any Lender’s Revolving Credit Commitment.

     3.5. Computation of Interest and Fees .

          (a) Subject to Section 2.7 , fees and interest shall be calculated on the basis of a 360-day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify Borrower and the Lenders of each determination of LIBOR. Any change in the interest rate on a Loan resulting from a change in the LIBOR Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify Borrower and the Lenders of the effective date and the amount of each such change in interest rate.

          (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of Borrower, deliver to Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 3.1(a) or (b) hereof.

          (c) This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required to pay interest on the principal balance of the Loans at a rate which could subject the Lenders to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or any other Loan Document, Borrower is at any time required or obligated to pay interest on the Loans at a rate in excess of the Maximum Legal Rate, then the rate or rates at which all or any portion of

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the Loans bear interest hereunder 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 the Lenders for the use, forbearance, or detention of the sums due under the Loans, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of the Loans until payment in full so that the rate or amount of interest on account of the Loans does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loans for so long as the Loans are outstanding.

     3.6. Pro Rata Treatment and Payments .

          (a) Each borrowing by Borrower from the Lenders hereunder, each payment by Borrower on account of any Fee hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Revolving Credit Commitment Percentages of the Lenders or, following a Lender Default, according to the respective Adjusted Revolving Credit Commitment Percentages of the Lenders other than the Defaulting Lenders. Each payment (including each prepayment) by Borrower on account of principal of and interest on the Loans shall be made pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders. All payments (including prepayments) to be made by Borrower hereunder, whether on account of principal, interest, Fees or otherwise, shall be made without set-off or counterclaim and shall be made prior to 1:00 p.m., New York time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Administrative Agent’s office specified in Section 13.2 , in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.

          (b) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Revolving Credit Commitment Percentage of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. If such Lender’s Revolving Credit Commitment Percentage of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to such Loans hereunder, on demand, from Borrower.

          (c) Notwithstanding the foregoing, nothing contained in this Section 3.6 shall relieve any Defaulting Lender from its obligation to make available its ratable portion of any Loan in accordance with the terms hereof.

     3.7. Illegality . Notwithstanding any other provision herein, if after the date of this Agreement the adoption of or any change in any Legal Requirements or in the interpretation or application thereof by any Governmental Authority charged with the administration or interpretation thereof or any judgment, order or directive of any competent court, tribunal or authority (a “ Change in Law ”) shall make it unlawful for any Lender to make or maintain Loans, the rate of interest applicable to which is based upon LIBOR as contemplated by this Agreement, then, upon written notice to Borrower and the Administrative Agent, so long as such illegality shall exist, (a) the commitment of such Lender hereunder to make or continue such Loans at such rate of interest shall forthwith be cancelled, (b) such Lender’s Loans then outstanding, if any, shall be converted automatically to Base Rate Loans, on the last day of the then current Interest Period with respect to such Loans or within such earlier period as required by law, and (c) any request for borrowings shall, as to such Lender only, be deemed a request for a Base Rate Loan. If any such conversion occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 3.11 .

     3.8. Inability to Determine Interest Rate . If prior to the first day of any Interest Period:

          (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon Borrower, absent manifest error) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period, or

          (b) the Administrative Agent shall have received notice from the Required Lenders that LIBOR determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders, absent manifest error) of making or maintaining their affected Loans during such Interest Period,

then the Administrative Agent shall give telecopy or telephonic notice thereof to Borrower and the Lenders as soon as practicable thereafter. If such notice is so given, then until the Administrative Agent notifies Borrower and the Lenders that the circumstances giving rise to such notice no longer exist (which notice shall be delivered when such circumstances no longer exist), (i) any LIBOR Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (ii) any Loans that were to have been continued on the first day of such Interest Period, shall be continued as Base Rate Loans, and (iii) any outstanding LIBOR Loans shall be converted, on the first day of such Interest Period, to Base Rate Loans.

     3.9. Legal Requirements .

          (a) If a Change in Law after the Closing Date or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the Closing Date:

          (i) shall impose, modify or hold applicable any reserve (but excluding the LIBOR Reserve Percentage taken into account in calculating LIBOR), special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of LIBOR hereunder; or

          (ii) shall impose on such Lender any other condition (other than concerning Taxes, which is addressed in Section 3.10 );

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, participating in, continuing or maintaining any Loan or to reduce any amount due or owing hereunder in respect thereof, then, in any such case, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduced amount receivable pursuant to and in accordance with the terms of Section 3.9(c) .

          (b) If any Lender shall have determined that any Change in Law after the Closing Date applicable to such Lender (other than with respect to any amendment made to the Lender’s certificate of incorporation and by-laws or other organizational or governing documents) regarding capital adequacy or compliance by such Lender or any entity controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the Closing Date shall have the effect of reducing the rate of return on such Lender’s or such entity’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such entity could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such entity’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction pursuant to and in accordance with the terms of Section 3.9(c) .

          (c) If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.9 , it shall promptly deliver to Borrower (with a copy to the Administrative Agent) a certificate of such Lender specifying the event by reason of which it has become so entitled and setting forth in reasonable detail the calculation thereof. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender to Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Borrower shall pay such Lender the amount due on any such certificate within ten (10) days after receipt thereof. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

          (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date on which such Lender notifies Borrower of the Change in Law or other event giving rise to such increased costs or reductions and of such Lender’s intention to claim

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compensation therefor; and provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

          (e) Notwithstanding anything to the contrary contained in this Section 3.9 , Borrower shall only be liable for such increased expense (or reduction in any amount owing hereunder or in the rate of return) attributable to the transactions under this Agreement (i) to the extent that events giving rise to such increase (or reduction) affect similarly situated banks or financial institutions generally and are not applicable to such Lender or its lending office primarily by reason of such Lender’s or its lending office’s particular conduct or condition or (ii) if such increase (or reduction) is incurred by the lending office of a Lender, then only to the extent that such increase (or reduction) would have been incurred had Lender held the Loans directly rather than through such lending office.

     3.10. Taxes .

          (a) Any and all payments by or for the account of Borrower hereunder, or in respect of the Notes or any other Loan Document, shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding Excluded Taxes (all such taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes, other than Excluded Taxes, being hereinafter referred to as “Taxes” ). If Borrower shall be required by law to deduct or withhold any Taxes from or in respect of any sum payable hereunder or under any Note or other Loan Documents to any Lender, (i) the sum payable by Borrower shall be increased as may be necessary so that after Borrower and such Lender, as the case may be, have made all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 3.9 ) such Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) Borrower shall make all such deductions or withholdings, and (iii) Borrower shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in accordance with applicable law.

          (b) In addition, Borrower shall pay to the relevant taxing authority in accordance with applicable law, and indemnify and hold the Administrative Agent and Lenders harmless from, any present or future stamp, documentary, excise, property or similar taxes, charges or levies that arise from any payment made hereunder or under the Notes or other Loan Documents or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement, the Notes or any other Loan Document (hereinafter referred to as “Other Taxes” ).

          (c) Borrower shall indemnify each Lender and the Administrative Agent for and hold them harmless against the full amount of Taxes and Other Taxes, and for the full amount of Taxes and Other Taxes of any kind imposed by any jurisdiction on amounts payable under this Section 3.9 , imposed on or paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within thirty (30)

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days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor.

          (d) Within thirty (30) days after the date of any payment of Taxes, Borrower shall furnish to the Administrative Agent, at its address referred to in Section 13.2 , the original or a certified copy of a receipt evidencing such payment.

          (e) If a Lender is a U.S. Person, such Lender shall deliver to Borrower, upon request, U.S. Internal Revenue Service Form W-9 (or any successor form) establishing that it is exempt from backup withholding tax and other withholding tax (unless it establishes to the reasonable satisfaction of Borrower that it is otherwise exempt from backup withholding tax or other withholding tax in a manner that is sufficient under applicable Legal Requirements to enable Borrower to avoid any withholding obligation with respect thereto). If a Lender is not a U.S. Person, such Lender shall deliver to Borrower, upon request, either (i) U.S. Internal Revenue Service Form W-8BEN (or any successor form) which indicates a 0% rate of tax or (ii) U.S. Internal Revenue Service Form W-8ECI (or any successor form) establishing that it is exempt from backup withholding tax and other withholding tax). Lenders further undertake to deliver to Borrower, as applicable, additional U.S. Internal Revenue Service Forms W-9 (or any successor form), W-8BEN (or any successor form) or W-8ECI (or any successor form) or other manner of certification that is approved by the applicable Governmental Authority, as the case may be, (A) on or before the date that any such form expires or becomes obsolete, (B) after the occurrence of any event requiring a change in the most recent form previously delivered by it to Borrower, and (C) such extensions or renewals thereof as may reasonably be requested by Borrower, certifying that the applicable Lender is still entitled to receive payments hereunder without deduction or withholding of any Taxes. However, in the event of any Change in Law occurs after the date of this Agreement and after the date a Lender (or Assignee) has become a party to this Agreement, but prior to the date on which any delivery pursuant to the preceding sentence would otherwise be required which renders such form inapplicable, or which would prevent such Lender from duly completing and delivering any such form, or establishing that it is exempt from backup withholding tax and other withholding tax in the manner described above, such Lender shall not be obligated to deliver such forms but shall, promptly following such Change in Law, but in any event prior to the time the next payment hereunder is due following such Change in Law, advise Borrower in writing whether it is capable of receiving payments without any deduction or withholding of Taxes. In the event of such Change in Law, Borrower shall have the obligation to make such Lender whole and to “gross-up” under Section 3.10(a) , despite the failure by such Lender to deliver such forms.

          (f) If the Administrative Agent or any Lender receives a refund in respect of Taxes paid by Borrower, it shall promptly pay such refund, together with any other amounts paid by Borrower pursuant to Section 3.10(a) in connection with such refunded Taxes, to Borrower; provided , however , that Borrower agrees to promptly return such refund to the Administrative Agent or such Lender if it receives notice from the Administrative Agent or such Lender that it is required to repay such refund to the relevant Governmental Authority. Nothing contained herein shall be construed to require any Lender or the Administrative Agent to seek any refund and the Administrative Agent and Lenders shall have no obligation to Borrower to do so.

          (g) Nothing contained in this Section 3.10 shall require any Lender or the Administrative Agent to make available any of its tax returns or any other information that it deems to be confidential or proprietary. Nothing herein contained shall interfere with the rights of each Lender to arrange its tax affairs in whatever manner it thinks fit and, in particular, each Lender shall be under no obligation to claim credit, relief, remission or repayment from or against its corporate profits or similar tax liability in respect of the amount of such deduction or withholding in priority to any other claims, reliefs, credits or deductions available to it or to disclose any information relating to its tax affairs.

          (h) If any Lender becomes entitled to claim any amounts pursuant to this Section, it shall promptly notify Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender to Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

     3.11. Indemnity . Borrower agrees to indemnify each Lender and to hold each Lender harmless from any actual loss or expense which such Lender may sustain or incur as a consequence of (a) default by Borrower in making a borrowing of Loans after Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by Borrower in making any prepayment after Borrower has given a notice thereof in accordance with the provisions of this Agreement, or (c) the making of a prepayment of Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, for the period from the date of such prepayment or of such failure to borrow to the last day of such Interest Period (or, in the case of a failure to borrow, the Interest Period that would have commenced on the date of such failure), in each case at the applicable rate of interest for such Loans provided for herein exclusive of the Applicable Spread that would have applied to such Loan, over (ii) the amount of interest (as reasonably determined by the Administrative Agent) which would have accrued to the Lenders on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. If any Lender becomes entitled to claim any amounts pursuant to this Section, it shall promptly notify Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled and explaining the calculation of such amount. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender to Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Borrower shall pay such Lender the amount due on any such certificate within ten (10) days after receipt thereof.

     3.12. Lending Offices; Change of Lending Office .

          (a) Loans made by any Lender shall be made and maintained at such Lender’s Applicable Lending Office.

          (b) Each Lender agrees that if it makes any demand for payment under Section 3.9 or Section 3.10 , or if any adoption or change of the type described in Section 3.7 shall occur with respect to it, or if Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to the Section 3.10 , it will use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, as determined in its sole discretion) to designate a different lending office (provided such Lender has more than one lending office) if the making of such a designation would reduce or obviate the need for Borrower to make payments under Section 3.9 or Section 3.10 , or would eliminate or reduce the effect of any adoption or change described in Section 3.7 . Borrower acknowledges that, as of the date hereof, UBS has only one lending office and, therefore, cannot designate a different lending office as contemplated by this Section

          (c) If any Lender requests compensation under Section 3.9 or Section 3.10 or if Borrower is required to pay any additional amount to any Lender or to pay any amount on account of withholding with respect to any Lender pursuant to Section 3.10 , then Borrower may, at its sole expense and effort, upon joint notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse other than a representation to the effect that such Lender owns the portion of the Loan it has funded, all its interests, rights and Loans under this Agreement to an assignee that shall assume such Loans (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) Borrower shall have received the prior written consent of Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal balance of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 3.9 or payments required to be made or amounts required to be withheld pursuant to Section 3.10 , such assignment will result in a reduction in such compensation, payments or amounts.

          3.13. Cash Management .

          (a) Borrower shall cause all Income (other than amounts deposited in escrow or reserve accounts pursuant to the applicable Pledged Asset Documents) in respect of the Pledged Assets payable to Borrower or its designee to be transmitted, by wire transfer or the automated clearinghouse system, directly by each Underlying Borrower (or, if applicable, any servicer with respect to such Pledged Asset or, if applicable for any Mezzanine Loan, the servicer, deposit bank or other agent administering the relevant cash management account for the related mortgage loan) into a trust account (the “ Clearing Account ”) established and maintained by Borrower at a national bank selected by Borrower and reasonably approved by Administrative Agent (the “ Clearing Bank ”) as more fully described in the Clearing Account Agreement. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on the last Business Day of each week into an operating account established and maintained by Borrower at the Clearing Bank in which the Administrative Agent and the Lenders shall have no security interest (the “ Borrower Operating Account ”), unless Administrative Agent shall deliver either a Cash Retention Notice or a Sweep Notice to the Clearing Bank as provided in this Section 3.13 and the Clearing Account Agreement.

          (b) Administrative Agent may, at its option, upon the occurrence of a Cash Retention Event, deliver a Cash Retention Notice to the Clearing Bank. A “ Cash Retention Event ” shall be deemed to have occurred immediately upon the delivery by Administrative Agent to Borrower of a Market Deficiency Notice. Upon the occurrence of a Cash Retention Event Cure, Administrative Agent shall deliver a Cash Retention Termination Notice to the Clearing Bank. A “ Cash Retention Event Cure ” shall be deemed to have occurred if, as of any date of determination, a Sweep Event has not occurred and the circumstances giving rise to a Cash Retention Event have been cured by Borrower as provided in Section 3.3 of this Agreement. Upon the occurrence of a Sweep Event, Administrative Agent may, at its option, deliver a Sweep Notice to the Clearing Bank. A “ Sweep Event ” shall be deemed to have occurred upon the occurrence of an Event of Default under this Agreement.

          (c) Upon receipt of a Cash Retention Notice, the Clearing Bank shall cease making transfers of funds on deposit in the Clearing Account to the Borrower Operating Account and shall freeze all assets contained in the Clearing Account in the manner and within the timeframes specified in the Clearing Account Agreement. From and after the receipt by the Clearing Bank of a Cash Retention Notice, the Clearing Bank shall hold all funds on deposit in the Clearing Account until such time as the Clearing Bank shall receive either a Cash Retention Termination Notice or a Sweep Notice; provided that, if, during such period, any interest, principal or other amount shall become due and payable hereunder or under any other Loan Document, whether on a Payment Date or otherwise, the Administrative Agent shall direct the Clearing Bank (at the request of Borrower) to transfer all or any portion of any available funds then on deposit in the Clearing Account (up to an amount equal to the amount then due under the Loan Documents) to the Deposit Account for application by the Administrative Agent toward the payment of such amounts then due. Upon receipt of a Cash Retention Termination Notice, the Clearing Bank shall resume transferring all available funds on deposit in the Clearing Account, if any, to the Borrower Operating Account as contemplated by the Clearing Account Agreement.

          (d) Upon receipt of a Sweep Notice, the Clearing Bank shall cease making transfers of funds on deposit in the Clearing Account to the Borrower Operating Account and shall freeze all assets contained in the Clearing Account in the manner and within the timeframes specified in the Clearing Account Agreement. Thereafter, the Clearing Bank shall sweep all available funds in the Clearing Account on each Business Day into a single Eligible Account at the Deposit Bank controlled by Administrative Agent (the “ Deposit Account ”), which such funds shall be applied and disbursed in accordance with this Agreement and the Cash Management Agreement. Funds in the Deposit Account shall be invested in Permitted Investments, as more particularly set forth in the Cash Management Agreement. Lender may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts and may be ledger or book entry accounts and not actual accounts (such subaccounts are referred to herein as “ Accounts ”). The Clearing Account, the Deposit Account and all other Accounts will be under the sole control and dominion of Lender, and neither Borrower nor any Guarantor or any of their respective Affiliates shall have any right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

          (e) The Deposit Account shall be entitled “UBS Real Estate Investments, Inc., as Administrative Agent, pursuant to Revolving Credit Loan and Security Agreement dated as of December 23, 2005, on behalf of the Lenders named therein – Deposit Account.” Borrower

hereby (i) grants to the Administrative Agent, on behalf of the Lenders, a first priority security interest in the Deposit Account and all deposits at any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Administrative Agent a perfected first priority security interest in the Deposit Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Deposit Account and will notify Administrative Agent of the account number thereof. Administrative Agent and Servicer shall have the sole right to make withdrawals from the Deposit Account and all costs and expenses for establishing and maintaining the Deposit Account shall be paid by Borrower.

          (f) The terms, covenants and conditions of the Cash Management Agreement are hereby incorporated herein by reference. All amounts on deposit in the Deposit Account shall be held in trust for the Lenders, shall constitute the property of the Lenders and once deposited into the Deposit Account shall not be commingled with other property of Borrower, any Affiliate of Borrower, or Servicer.

          (g) All funds on deposit in the Deposit Account (and all funds on deposit in any cash collateral account established in accordance with Section 3.3(d) of this Agreement) may be applied by Lender in such order and priority as Lender shall determine in its sole discretion and Lender shall have no obligation to remit any such funds to Borrower. The insufficiency of funds on deposit in the Deposit Account shall not relieve 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 4. COLLATERAL SECURITY

     4.1. Collateral; Security Interest . Borrower hereby pledges all of its right, title, and interest in, to and under and grants a first priority lien on, and security interest in, all of its right, title and interest in and to all of the following property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “ Collateral ”) to Administrative Agent, on behalf of Lenders, to secure the repayment of pr