EX-10.24



 Exhibit 10.24 

FIRST OMNIBUS AMENDMENT TO LOAN DOCUMENTS 

(Mortgage) 
 THIS FIRST OMNIBUS
AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is entered into as of February 11, 2008 by and between GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (“Lender”), as lender, and W2007 EQUITY INNS REALTY, LLC, a
Delaware limited liability company, and W2007 EQUITY INNS REALTY, L.P., a Delaware limited partnership (collectively, “Borrower”), as borrowers, and amends that certain Loan Agreement, dated as of October 25, 2007, by and between
Lender and Borrower (the “Loan Agreement”) and, as and to the extent implicated by the terms hereof, each of the “Loan Documents”, as such term is defined in the Loan Agreement. Capitalized terms used herein and not otherwise
defined shall have the meanings given such terms in the Loan Agreement. 
 For good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows, effective from and after the date hereof: 
 1. Spread. The
definition of “Spread” in the Loan Agreement, together with all references thereto in each of the other Loan Documents is hereby replaced in its entirety with the following: 

“Spread” means: 

(i) initially, 2.911%; and 

(ii) following the bifurcation of the Note into multiple Note Components pursuant to Section l.3(c), the weighted average of
the Component Spreads at the time of determination, weighted on the basis of the corresponding Component Balances.” 
 The parties hereto acknowledge
and agree that, in connection with certain contemplated amendments to the Mezzanine Loan Agreements, the weighted average of the Spread and the “Spreads” under and as defined in each of the Mezzanine Loan Agreements is 2.912083%. 

2. Financing Statements. For the avoidance of doubt, Borrower hereby acknowledges and agrees that the authorization granted to Lender
pursuant to Section 5.9 of the Loan Agreement to file Uniform Commercial Code financing statements with respect to Borrower’s assets shall include the filing of “all-assets” statements. 

3. Governing Law. This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New
York. 
 4. Successors and Assigns. This Amendment shall be binding upon Borrower and its successors and assigns, and shall be
binding upon and inure to the benefit of Lender and its permitted successors and assigns, including any subsequent holder of all or any portion of the Note. 







 5. Exculpation. Each of Sponsor and Operating Partnership hereby reaffirms its obligations
under the Guaranty. 
 6. Miscellaneous. All of the terms and conditions of the Loan Agreement and the other Loan Documents and the
collateral security provided thereby, including those terms and conditions modified by this Amendment, are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their terms. All references to the
Loan Agreement in any Loan Document shall, from and after the execution and delivery of this Amendment, be deemed a reference to the Loan Agreement and Loan Documents as amended hereby and as hereafter amended, modified or extended from time to
time. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. 

7. Limitation on Recourse. Section 9.19 of the Loan Agreement is incorporated herein by this reference. 

[Signatures appear on following page.] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
duly authorized representatives, all as of the day and year first above written. 
  

							
	LENDER:
	
	GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
		
	By: 		Goldman Sachs Real Estate Funding Corp., its general partner
			
			By: 		 /s/ Mark J. Buono

					Name:		Mark j. Buono
					Title:		Vice President
	
	BORROWER:
	
	W2007 EQUITY INNS REALTY, LLC, a Delaware limited liability company
			
			By:		 /s/ Lacxon Chan

					Name:		Lacxon Chan
					Title:		Authorized Signatory
	
	W2007 EQUITY INNS REALTY, L.P., a Delaware limited partnership
		
	By:		W2007 Equity Inns Realty Gen-Par, LLC, its general partner
			
			By:		 /s/ Lacxon Chan

					Name:		Lacxon Chan
					Title:		Authorized Signatory


 [Signatures continued on following page.] 







 Acknowledged and Agreed to (solely for purposes of Section 6 hereof) by: 

 

															
	WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2007, a Delaware limited partnership				W2007 EQUITY INNS PARTNERSHIP, L.P., a Tennessee limited partnership
					
	By:		WH Advisors, L.L.C. 2007, a Delaware limited liability company				By:		W2007 Equity Inns Gen-Par, LLC, a Delaware limited liability company
	Its:		general partner				Its:		general partner
							
			By:		 /s/ Lacxon Chan
						By:		 /s/ Lacxon Chan

			Name:		Lacxon Chan								Name:		Lacxon Chan
			Title:		Vice President								Title:		Authorized Signatory