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Exhibit 10.1  


 
  SIXTH AMENDED AND RESTATED
  REVOLVING CREDIT
  AGREEMENT    
    
    DATED AS OF OCTOBER 31, 2002    
    
    AMONG    
    
    RFS PARTNERSHIP, L.P.,    

 
    AS BORROWER,    
    
    RFS HOTEL INVESTORS, INC.,
  AS GUARANTOR,    
    
    RFS LEASING VII, INC.,
  AS GUARANTOR,    
    
    BANC OF AMERICA SECURITIES LLC,
  AS SOLE LEAD ARRANGER AND

SOLE BOOK MANAGER,    
    
    BANK OF AMERICA, N.A., AS
  ADMINISTRATIVE AGENT
  AND LENDER, AND    
    
    THE SEVERAL OTHER LENDERS FROM
  TIME TO TIME PARTIES HERETO    







 
 
 

Table of Contents    
  



	 
	 	 
	 	Page

	ARTICLE I DEFINITIONS	 	4
	

ARTICLE II THE CREDIT	
 	

20
	 	

2.1	
 	

Assignment and Assumption; Conversion; Commitment Increase	
 	

20
	 	

2.2	
 	

Final Principal Payment	
 	

21
	 	

2.3	
 	

Ratable Loans	
 	

21
	 	

2.4	
 	

Collateral.	
 	

21
	 	

2.5	
 	

Unused Credit Fee	
 	

22
	 	

2.6	
 	

Fees	
 	

22
	 	

2.7	
 	

Minimum Amount of Each Advance	
 	

22
	 	

2.8	
 	

Optional Principal Payments	
 	

23
	 	

2.9	
 	

Manner of Borrowing and Method of Selecting Types and Interest Periods for New Advances; Borrowing Base; Lender Obligations	
 	

23
	 	

2.10	
 	

Conversion and Continuation of Outstanding Advances	
 	

24
	 	

2.11	
 	

Changes in Interest Rate, Etc	
 	

24
	 	

2.12	
 	

Rates Applicable After Default; Late Fee	
 	

25
	 	

2.13	
 	

Method of Payment	
 	

26
	 	

2.14	
 	

[Intentionally Deleted]	
 	

26
	 	

2.15	
 	

Notes; Telephonic Notices	
 	

26
	 	

2.16	
 	

Interest Payment Dates; Interest and Fee Basis	
 	

26
	 	

2.17	
 	

Notification of Advances, Interest Rates and Prepayments	
 	

27
	 	

2.18	
 	

Lending Installations	
 	

27
	 	

2.19	
 	

Non-Receipt of Funds By the Agent	
 	

27
	 	

2.20	
 	

Withholding Tax Exemption	
 	

28
	 	

2.21	
 	

Voluntary Reduction of Aggregate Commitment Amount	
 	

28
	 	

2.22	
 	

Usury	
 	

28
	 	

2.23	
 	

Application of Moneys Received by the Agent	
 	

29
	
 	
 	

 	
 	

 



i





 

	

ARTICLE III THE LETTER OF CREDIT SUBFACILITY	
 	

30
	 	

3.1	
 	

Obligation to Issue	
 	

30
	 	

3.2	
 	

Types and Amounts	
 	

30
	 	

3.3	
 	

Conditions	
 	

30
	 	

3.4	
 	

Procedure for Issuance of Facility Letters of Credit.	
 	

31
	 	

3.5	
 	

Reimbursement Obligations, Duties of Issuing Bank.	
 	

32
	 	

3.6	
 	

Participation.	
 	

32
	 	

3.7	
 	

Payment of Reimbursement Obligations	
 	

33
	 	

3.8	
 	

Compensation for Facility Letters of Credit.	
 	

34
	 	

3.9	
 	

Letter of Credit Collateral Account	
 	

34
	

ARTICLE IV CHANGE IN CIRCUMSTANCES	
 	

35
	 	

4.1	
 	

Yield Protection	
 	

35
	 	

4.2	
 	

Changes in Capital Adequacy Regulations	
 	

35
	 	

4.3	
 	

Funding Indemnification	
 	

36
	 	

4.4	
 	

Lender Statements, Survival of Indemnity	
 	

36
	 	

4.5	
 	

Limitation on the Borrower's Liability	
 	

36
	

ARTICLE V CONDITIONS PRECEDENT	
 	

36
	 	

5.1	
 	

Conditions to Closing	
 	

36
	 	

5.2	
 	

Conditions to Each Advance, Issuance of Facility Letter of Credit and Continuation/Conversion	
 	

37
	 	

5.3	
 	

Conditions to Secured Collateral Pool	
 	

38
	 	

5.4	
 	

Conditions to Negative Collateral Pool	
 	

41
	
 	
 	

 	
 	

 



ii





 

	

ARTICLE VI REPRESENTATIONS AND WARRANTIES	
 	

43
	 	

6.1	
 	

Existence	
 	

43
	 	

6.2	
 	

Authorization and Validity	
 	

43
	 	

6.3	
 	

No Conflict; Government Consent	
 	

44
	 	

6.4	
 	

Financial Statements; Material Adverse Change	
 	

44
	 	

6.5	
 	

Taxes	
 	

44
	 	

6.6	
 	

Litigation and Contingent Obligations	
 	

44
	 	

6.7	
 	

Subsidiaries	
 	

44
	 	

6.8	
 	

ERISA	
 	

45
	 	

6.9	
 	

Accuracy of Information	
 	

45
	 	

6.10	
 	

Regulation U	
 	

46
	 	

6.11	
 	

Material Agreements	
 	

46
	 	

6.12	
 	

Compliance With Laws	
 	

46
	 	

6.13	
 	

Ownership of Collateral Pool Properties	
 	

46
	 	

6.14	
 	

Investment Company Act	
 	

46
	 	

6.15	
 	

Public Utility Holding Company Act	
 	

46
	 	

6.16	
 	

Solvency.	
 	

46
	 	

6.17	
 	

Insurance	
 	

47
	 	

6.18	
 	

NYSE and REIT Status	
 	

48
	 	

6.19	
 	

Environmental Matters	
 	

48
	 	

6.20	
 	

Licenses, Etc	
 	

49
	 	

6.21	
 	

Judgments	
 	

49
	 	

6.22	
 	

Lessee; Property Manager	
 	

49
	 	

6.23	
 	

Updated Schedules	
 	

49
	 	

6.24	
 	

Collateral Pool Properties	
 	

49
	
 	
 	

 	
 	

 



iii





 

	

ARTICLE VII COVENANTS	
 	

51
	 	

7.1	
 	

Financial Reporting	
 	

51
	 	

7.2	
 	

Use of Proceeds	
 	

53
	 	

7.3	
 	

Notice of Default	
 	

53
	 	

7.4	
 	

Conduct of Business	
 	

53
	 	

7.5	
 	

Taxes	
 	

54
	 	

7.6	
 	

Insurance.	
 	

54
	 	

7.7	
 	

Compliance with Laws	
 	

54
	 	

7.8	
 	

Maintenance of Collateral Pool Properties	
 	

54
	 	

7.9	
 	

Inspection	
 	

54
	 	

7.10	
 	

Maintenance of Status	
 	

54
	 	

7.11	
 	

Distributions.	
 	

55
	 	

7.12	
 	

Merger; Sale of Assets	
 	

55
	 	

7.13	
 	

Release of Mortgages or Negative Pledge Agreements	
 	

55
	 	

7.14	
 	

Liens	
 	

56
	 	

7.15	
 	

Affiliates	
 	

57
	 	

7.16	
 	

Interest Rate Hedging	
 	

57
	 	

7.17	
 	

Consolidated Net Worth	
 	

57
	 	

7.18	
 	

Additional Financial Covenants	
 	

57
	 	

7.19	
 	

Environmental Matters.	
 	

58
	 	

7.20	
 	

Negative Pledge Agreements	
 	

62
	 	

7.21	
 	

Manager	
 	

62
	 	

7.22	
 	

Acceleration Notice	
 	

62
	 	

7.23	
 	

Additional Covenants	
 	

62
	 	

7.24	
 	

Calculation of Financial Covenants Upon Property Breaches	
 	

62
	 	

7.25	
 	

Leases	
 	

62
	 	

7.26	
 	

Franchises	
 	

63
	

ARTICLE VIII DEFAULTS	
 	

65
	

ARTICLE IX ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES	
 	

65
	 	

9.1	
 	

Acceleration	
 	

65
	 	

9.2	
 	

Amendments, Waivers, Decisions	
 	

66
	 	

9.3	
 	

Preservation of Rights	
 	

67
	
 	
 	

 	
 	

 



iv





 

	

ARTICLE X GENERAL PROVISIONS	
 	

67
	 	

10.1	
 	

Survival of Representations	
 	

67
	 	

10.2	
 	

Governmental Regulation	
 	

67
	 	

10.3	
 	

Taxes	
 	

67
	 	

10.4	
 	

Headings	
 	

67
	 	

10.5	
 	

Entire Agreement	
 	

67
	 	

10.6	
 	

Several Obligations; Benefits of This Agreement	
 	

67
	 	

10.7	
 	

Expenses; Indemnification	
 	

67
	 	

10.8	
 	

Numbers of Documents	
 	

68
	 	

10.9	
 	

Accounting	
 	

68
	 	

10.10	
 	

Severability of Provisions	
 	

68
	 	

10.11	
 	

Nonliability of Lenders, Arranger, Agent	
 	

68
	 	

10.12	
 	

Publicity	
 	

68
	 	

10.13	
 	

Brokers	
 	

68
	 	

10.14	
 	

Confidentiality	
 	

68
	 	

10.15	
 	

Appraisals	
 	

69
	 	

10.16	
 	

CHOICE OF LAW	
 	

69
	 	

10.17	
 	

CONSENT TO JURISDICTION	
 	

69
	 	

10.18	
 	

WAIVER OF JURY TRIAL	
 	

69
	 	

10.19	
 	

MANDATORY ARBITRATION	
 	

70
	 	

10.20	
 	

[Intentionally Deleted.]	
 	

71
	
 	
 	

 	
 	

 



v





 

	

ARTICLE XI THE AGENT AND AGREEMENTS AMONG LENDERS	
 	

71
	 	

11.1	
 	

Appointment	
 	

71
	 	

11.2	
 	

Powers	
 	

71
	 	

11.3	
 	

General Immunity	
 	

71
	 	

11.4	
 	

No Responsibility for Loans, Recitals, Etc	
 	

71
	 	

11.5	
 	

Action on Instructions of Lenders	
 	

72
	 	

11.6	
 	

Employment of Agents and Counsel	
 	

72
	 	

11.7	
 	

Reliance on Documents, Counsel	
 	

72
	 	

11.8	
 	

Agent's Reimbursement and Indemnification	
 	

72
	 	

11.9	
 	

Rights as a Lender	
 	

72
	 	

11.10	
 	

Lender Credit Decision; Non-Reliance on Agents and Other Lenders	
 	

73
	 	

11.11	
 	

Resignation of Agent; Removal of Agent; Successor Agent.	
 	

73
	 	

11.12	
 	

Notice of Defaults	
 	

74
	 	

11.13	
 	

Requests for Approval	
 	

74
	 	

11.14	
 	

Copies of Documents	
 	

74
	 	

11.15	
 	

Defaulting Lenders	
 	

74
	

ARTICLE XII RATABLE PAYMENTS	
 	

75
	

ARTICLE XIII BENEFIT OF AGREEMENT; PARTICIPATIONS; ASSIGNMENTS	
 	

75
	 	

13.1	
 	

Successors and Assigns	
 	

75
	 	

13.2	
 	

Participations	
 	

76
	 	

13.3	
 	

Assignments.	
 	

76
	 	

13.4	
 	

Dissemination of Information	
 	

77
	 	

13.5	
 	

Tax Treatment	
 	

77
	 	

13.6	
 	

Possession of Loan Documents and Register	
 	

77
	

ARTICLE XIV NOTICES	
 	

78
	 	

14.1	
 	

Giving Notice	
 	

78
	 	

14.2	
 	

Change of Address	
 	

78
	 	

14.3	
 	

Accounts	
 	

78
	
 	
 	

 	
 	

 



vi





 

	

ARTICLE XV COUNTERPARTS	
 	

78
	 	
Exhibits	
 	

 
	

Exhibit A	
 	

Form of Note	
 	

 
	Exhibit B	 	Form of Opinion	 	 
	Exhibit C	 	Form of Compliance Certificate	 	 
	Exhibit D	 	Assignment Agreement	 	 
	Exhibit E	 	Loan/Credit Related Money Transfer Instruction	 	 
	Exhibit F	 	Form of Fourth Amended and Restated Master Environmental Indemnity Agree	 	 
	Exhibit G	 	Secured Collateral Pool	 	 
	Exhibit H	 	Negative Collateral Pool	 	 
	Exhibit I-1	 	Borrowing Notice	 	 
	Exhibit I-2	 	Conversion/Continuation Notice	 	 
	Exhibit I-3	 	Letter of Credit Request	 	 
	Exhibit J	 	Commitment Amounts and Percentages	 	 
	Exhibit K	 	Form of Continuing and Unconditional Guaranty	 	 
	 	
Schedules	
 	

 
	

Schedule 1	
 	

Subsidiaries and Investment Affiliates	
 	

 
	Schedule 2	 	Indebtedness and Liens	 	 
	Schedule 3	 	Plans and Multiemployer Plans	 	 
	Schedule 4	 	Environmental Disclosures	 	 
	Schedule 5	 	Noncompliance with Laws	 	 
	Schedule 6	 	Litigation and Investigations	 	 
	Schedule 7	 	Contingent Obligations	 	 
	Schedule 8	 	Indebtedness Defaults	 	 
	Schedule 9	 	Lessees and Managers other than RFS Leasing	 	 




vii






  



 
 

SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT    
  



        This SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of October 31, 2002, is among RFS PARTNERSHIP, L.P., a Tennessee limited partnership
(the "Borrower"), RFS HOTEL INVESTORS, INC., a Tennessee corporation ("RFS Investors"), RFS LEASING VII, INC., a Tennessee corporation ("RFS Leasing"), the several banks, financial
institutions and other entities from time to time parties to this Agreement (collectively, the "Lenders"), and BANK OF AMERICA, N.A., a national banking association, (the "Agent"). 


RECITALS  


        A.    The
Borrower is primarily engaged in the business of purchasing, developing, owning, operating, leasing, managing, financing and selling hotel properties. 


        B.    RFS
Investors is the sole general partner of the Borrower and RFS Investors is qualified as a real estate investment trust with its common stock listed on the New York
Stock Exchange. 


        C.    Boatmen's
Bank of Tennessee ("BBOT") has heretofore made loans available to the RFS Investors, formerly as borrower, in the maximum aggregate principal amount of
$75,000,000 (hereinafter as modified and/or increased called the "Facility"), as set forth in that certain First Amended Revolving Credit and Term Loan Agreement dated as of February 20, 1996,
as modified by that certain First Modification of First Amended Revolving Credit and Term Loan Agreement and of Related Documents dated as of May 19, 1996 (collectively the "BBOT Loan
Agreement"). 


        D.    BBOT
has heretofore transferred undivided participation interests in the Facility (the "Participations") to SouthTrust Bank of Georgia, N.A., First Tennessee Bank
National Association, and First National Bank of Commerce, New Orleans (collectively the "Participating Lenders"), pursuant to
the terms of that certain First Amended Participation Agreement dated as of May 29, 1996 (the "Participation Agreement"). 



        E.    By
Amended and Restated Revolving Credit and Term Loan Agreement dated as of July 30, 1997 (the "Restated Loan Agreement"), the Borrower became the borrower and
assumed the obligations of RFS Investors, formerly as the borrower, relating to the Facility set forth in the BBOT Loan Agreement, the Participations were converted into a single direct
multiple-lender line of credit, and the Facility was increased to the maximum aggregate principal amount of $175,000,000. 


        F.    In
connection with the Restated Loan Agreement, BBOT assigned all of its right, title and interest in and to the Facility, the BBOT Loan Agreement, the Participation
Agreement and the other Loan Documents (as herein defined) to NationsBank, N.A. ("NationsBank") which then, together with the Participating Lenders, terminated the Participation Agreement and assigned
to the Participating Lenders an undivided interest in and to the Facility. NationsBank also placed of record in each jurisdiction where a Mortgage was already of record an assignment, modification and
assumption agreement, assigning its rights therein to the Agent as agent for the Lenders, modifying such Mortgage to reflect the increase in the Facility and extension of the Facility Termination
Date, and reflecting the assumption of the Obligations by the Borrower, and including certain other matters. 


        G.    Contemporaneously
with the termination of the Participation Agreement, NationsBank and the Participating Lenders assigned to the remaining Lenders such portions of the
Commitment existing under the BBOT Loan Agreement as were necessary to properly distribute to all Lenders their proper pro rata shares of the Commitment existing under the BBOT Loan Agreement,
followed contemporaneously by an increase in the Facility and Commitment as set forth in the Restated Loan Agreement and the appointment of NationsBank as the Agent for the Lenders pursuant to the
terms thereof. NationsBanc Capital Markets, Inc. ("NCMI"), subsequently known as NationsBanc Montgomery Securities LLC ("NMS") and now known as Banc of America Securities LLC ("BAS"), 


1





 




arranged the increase in the Facility requested by the Borrower and RFS Investors from $75,000,000 to $175,000,000, and NCMI and NationsBank coordinated the closing of such increase. 


        H.    By
Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 1, 1997, made and entered into by and among the Borrower, RFS
Investors, the Lenders party thereto and the Agent (the "Second Restated Loan Agreement"), the parties modified the Restated Loan Agreement to adjust the interest rate options therein, to add certain
additional financial covenants and delete or modify certain existing financial covenants, and to include certain other modifications. 



        I.    By
First Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 4, 1998, made and entered into by and among the
Borrower, RFS Investors, the Lenders party thereto and the Agent (the "First Amendment to Second Restated Loan Agreement"), the parties modified the Second Restated Loan Agreement to increase the
Facility to the maximum
aggregate principal amount of $190,000,000, to modify certain existing financial covenants, and to include certain other modifications, all to be effective from the date thereof through and including
December 31, 1998. 


        J.    By
Second Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 30, 1998, made and entered into by and among the
Borrower, RFS Investors, the Lenders party thereto and the Agent (the "Second Amendment to Second Restated Loan Agreement"; the Second Restated Loan Agreement, as modified by the First Amendment to
Second Restated Loan Agreement and the Second Amendment to Second Restated Loan Agreement, being hereinafter referred to as the "Amended Second Restated Loan Agreement"), the parties modified and
added certain definitions. 


        K.    By
letter dated November 6, 1998 (the "Waiver Letter"), Agent, on behalf of the Required Lenders, waived any defaults arising due to breaches of
Section 7.18(d) of the Amended Second Restated Loan Agreement through December 31, 1998. 



        L.    By
Third Amended and Restated Revolving Credit Agreement dated as of December 22, 1998, made and entered into by and among the Borrower, RFS Investors, the Lenders
party thereto and the Agent (the "Third Restated Loan Agreement"), the parties modified the Amended Second Restated Loan Agreement to decrease the Facility to the maximum aggregate principal amount of
$100,000,000 in exchange for the release of certain Collateral Pool Property (as defined therein), to modify certain existing financial covenants, and to include certain other modifications. 


        M.  By
First Amendment to Third Amended and Restated Revolving Credit Agreement dated as of June 30, 1998, made and entered into by and among the Borrower, RFS
Investors, the Lenders party thereto and the Agent (the "First Amendment to Third Restated Loan Agreement"; the Third Restated Loan Agreement, as modified by the First Amendment to Third Restated Loan
Agreement, being hereinafter referred to as the "Amended Third Restated Loan Agreement"), the parties modified certain provisions. 


        N.    By
that certain Fourth Amended and Restated Revolving Credit Agreement dated as of January 7, 2000, made and entered into by and among the Borrower, RFS Investors,
the Lenders party thereto and the Agent (the "Fourth Restated Loan Agreement"), the parties modified the Amended Third Restated Loan Agreement to increase the Facility to the aggregate principal
amount of $130,000,000.00, to permit the possible future increase in the Facility to $140,000,000 and to modify certain existing financial covenants. 



        O.    In
connection with the execution of the Fourth Restated Loan Agreement, the Agent also placed of record in each jurisdiction where a Mortgage was already of record a
Modification and Extension Agreement modifying such Mortgage to (i) reflect the changes in the Facility and extension of the Facility Termination Date and (ii) to include certain other
matters. 


2





 



        P.    By
that certain First Amendment to Fourth Amended and Restated Revolving Credit Agreement dated as of March 14, 2000, made and entered into by and among the
Borrower, RFS Investors, Ridge Lake General Partner, Inc. ("Ridge Lake"), the Lenders party thereto and the Agent (the "First Amendment to Fourth Amended and Restated Loan Agreement"), the
parties modified the Fourth Loan Agreement to increase the Aggregate Commitment by $10,000,000.00 as contemplated by the terms of the Fourth Restated Loan Agreement, the funding of which was supplied
by Union Planters Bank, N.A. ("UPB") and to permit UPB to become an Additional Lender under the terms of the Fourth Restated Loan Agreement (as modified by the First Amendment to Fourth Amended and
Restated Loan Agreement). 


        Q.    By
that certain Second Amendment to Fourth Amended and Restated Revolving Credit Agreement dated as of August 1, 2000, made and entered into by and among the
Borrower, RFS Investors, Ridge Lake, the Lenders party thereto and the Agent (the "Second Amendment to Fourth Amended and Restated Loan Agreement"), the parties modified the Fourth Restated Loan
Agreement to release certain of the properties in the Secured Collateral Pool, to secure (with mortgages or deeds of trust, as the case may be) and such other security documents as were required) each
of the Negative Collateral Pool properties, to modify the Applicable Advance Rate and certain other financial covenants, to add Ridge Lake as a Guarantor and to modify certain other provisions
therein. 


        R.    By
that certain Third Amendment to Fourth Amended and Restated Revolving Credit Agreement, dated as of August 1, 2000, made and entered into by and among the
Borrower, RFS Investors, Ridge Lake, Plano Inn, L.P. ("Plano Inn"), the Lenders party thereto and the Agent (the "Third Amendment to Fourth Amended and Restated Loan Agreement"; the Fourth Restated
Loan Agreement, as amended by the First Amendment to Fourth Amended and Restated Loan Agreement, the Second Amendment to Fourth Amended and Restated Loan Agreement and the Third Amendment to Fourth
Amended and Restated Loan Agreement, is hereinafter referred to as the "Amended Fourth Restated Loan Agreement"), the parties modified the Fourth Restated Loan Agreement to permit one of the
Affiliates to execute a deed of trust in favor of the Agent with respect to certain property more particularly described therein. 


        S.    Ridge
Lake subsequently conveyed to the Borrower the particular Secured Collateral Pool Property that Ridge Lake owned and, in connection therewith, Ridge Lake was
released from liability under its Guaranty Agreement. 


        T.    By
that certain Fifth Amended and Restated Revolving Credit Agreement dated as of July 16, 2001, made and entered into by and among the Borrower, RFS Investors,
RFS Leasing, the Lenders party thereto and the Agent (the "Fifth Restated Agreement"), the parties modified the Amended Fourth Restated Loan Agreement to (i) recognize that the Borrower may
issue senior unsecured notes in the minimum amount of $100,000,000 (the "Senior Notes") to (initially) reduce the outstanding balance of
the Facility and to provide capital for acquisitions, (ii) extend the Facility Termination Date and (iii) modify certain other covenants and provisions therein. 


        U.    By
that certain First Amendment to Fifth Amended and Restated Revolving Credit Agreement dated as of November 19, 2001, made and entered into by and among the
Borrower, RFS Investors, RFS Leasing, the Lenders party thereto and the Agent (the "First Amendment to Fifth Restated Loan Agreement"; the Fifth Restated Agreement, as modified by the First Amendment
to Fifth Restated Loan Agreement, is hereinafter referred to as the "Amended Fifth Restated Loan Agreement"), the parties modified the Fifth Restated Agreement to add certain properties to the Secured
Collateral Pool and to modify certain other covenants and provisions therein. 


        V.    The
Borrower and the Guarantors have asked that the Amended Fifth Restated Loan Agreement be amended and restated to, among other things, (i) extend the Facility
Termination Date, and (ii) modify certain other covenants and provisions therein. 


3





 



        NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree as follows: 


ARTICLE I  


 DEFINITIONS  


        As used in this Agreement: 


        "Adjusted Cash Flow" means the lesser of (i) lease payments for the trailing twelve (12) months less real estate taxes for
the latest available year, property insurance and the Capital Expenditure Reserve Amount or (ii) Property Operating Income (as defined herein, but before deducting real estate taxes, property
insurance, any capital expenditures and any management fee) for the trailing twelve (12) months less real estate taxes for the latest available year, property insurance, the Capital Expenditure
Reserve Amount and the greater of (a) actual management fees paid over the prior twelve (12) months or (b) two and one half percent (21/2%) of gross revenue for the
trailing twelve (12) months; provided, however, that for purposes of determining Adjusted Cash Flow with respect to each Hotel Property which is leased to a taxable REIT Subsidiary of RFS
Investors (created pursuant to and in accordance with the requirements of the REIT Modernization Act, effective as of January 1, 2001), Adjusted Cash Flow with respect to each such Property
shall be the amount determined under subparagraph (ii) above. In those situations described above calling for computation of amounts for a
twelve month period (whether "prior" or "trailing"), the financial information for the entire twelve (12) month period will be utilized regardless of the period of ownership of the Borrower,
any Guarantor, any Qualified Borrower, any Subsidiary or any Investment Affiliate. 


        "Adjusted EBITDA" means EBITDA less the Capital Expenditure Reserve Amount. Whenever in this Agreement such term is used, it is understood
that for any Hotel Property owned by the Borrower for less than twelve (12) months, EBITDA for the trailing twelve (12) months (regardless of the period of the Borrower's ownership) will
be used to calculate Adjusted EBITDA. In addition, whenever in this Agreement such term is used (except in Section 7.18 (c)), it is understood that for any Completed Development Hotel,
historical EBITDA for the period of the Borrower's ownership will be used to calculate the Adjusted EBITDA, unless the Borrower requests in writing at least fifteen (15) business days prior to
the date such calculation is to be made that the Borrower prefers to use the projected EBITDA for such Hotel Property. Approval of any such request will be at the Agent's sole discretion. 


        "Advance" means a borrowing hereunder consisting of the aggregate amount of the several Loans made by the Lenders to the Borrower or a
Qualified Borrower of the same Type and, in the case of LIBOR Advances, for the same Interest Period, including Reimbursement Obligations. 



        "Affiliate" of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such
Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or
possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. 


        "Agent" means Bank of America, N.A. in its capacity as agent for the Lenders pursuant to  Article XI, and not in its individual capacity as a Lender, and any
successor Agent appointed pursuant to  Article XI. 


        "Aggregate Commitment", or "Aggregate Commitment Amount" means the aggregate of
(i) the Commitments of all the Lenders, which as of the date hereof is $140,000,000.00, which aggregate amount is subject to the Borrower's right to reduce the Aggregate Commitment pursuant to
Section 2.21 and which aggregate amount shall otherwise only be increased with the consent of all Lenders. 


4





 



        "Agreement" means this Sixth Amended and Restated Revolving Credit Agreement, as it may be amended or modified and in effect from time to
time. 


        "Allocated Facility Amount" means, at any time, the sum of all then outstanding Advances and the then existing Facility Letter of Credit
Obligations. 


        "Amended Second Restated Loan Agreement" is defined in the recitals to this Agreement. 


        "Amended Third Restated Loan Agreement" is defined in the recitals to this Agreement. 


        "Amended Fourth Restated Loan Agreement" is defined in the recitals to this Agreement. 


        "Amended Fifth Restated Loan Agreement,cfn" is defined in the recitals to this Agreement.  



        "Applicable Advance Rate" means the applicable percentage (as it may change from time to time upon the agreement
of the Borrower and the Lenders) of either Cost or Implied Value used to calculate the Borrowing Base which for Hotel Properties in the Negative Collateral Pool is 40% and for Hotel Properties in the
Secured Collateral Pool is 50%; provided, however, Borrower shall have the option, exercisable at any time prior to the date which is twelve (12) months prior to the Facility Termination Date,
to increase the Applicable Advance Rate for Hotel Properties in the Secured Collateral Pool to fifty-five (55%) provided that (i) at the Borrower's cost and expense, the Agent then
obtains appraisals (containing form and substance satisfactory in all material respects to the Agent) of all of the Hotel Properties in the Collateral Pool and (ii) the Lenders unanimously
approve the evaluations of the Hotel Properties set forth in such appraisals described in clause (i) above. In the event that the Borrower exercises such option to increase the Applicable
Advance Rate pursuant to and accordance with the terms hereof, the determination of the Borrowing Base (as herein defined) will be based upon such 55% Applicable Advance Rate multiplied by the fair
market value (determined on an "as-is" basis) of each Collateral Pool Property (in the aggregate) as reflected in the appraisals the Agent obtains per the terms of clause (i) above. 


        "Applicable Cap Rate" means 11.0% initially, but it may be reviewed from time to time by the Lenders and shall be subject to adjustment by
the Required Lenders in their sole discretion based upon market conditions for comparable property types upon thirty (30) days' written notice to the Borrower. In no event shall the Applicable
Cap Rate be adjusted more than one (1) time in any trailing twelve (12) month rolling period. 


        "Applicable Margin for LIBOR Loans" means the number of basis points set forth beside the Leverage Ratio applicable at any given time (as
determined by Agent based upon the most recent compliance certificate delivered to Agent in accordance with Section 7.1(e) hereof or otherwise and effective as of the date of receipt of such
certificate if such certificate is accepted by Agent) in the following grid after
adjustment for insurance costs and other appropriate regulatory costs and adjustments (other than reserve requirements): 



	Leverage Ratio
 
	 	Basis Points

	<25%	 	150.0
	325% and <35%	 	165.0
	335% and <40%	 	175.0
	340% and <45%	 	200.0
	345% and <50%	 	225.0
	350%	 	250.0






        "Applicable Margin for Prime Rate Loans" means the number of basis points set forth beside the Leverage Ratio applicable at any given time
(as determined by Agent based upon the most recent compliance certificate delivered to Agent in accordance with Section 7.1(e) hereof or
otherwise and 


5






 




effective as of the date of receipt of such certificate if such certificate is accepted by Agent) in the grid set forth below: 



	Leverage Ratio
 
	 	Basis Points

	<25%	 	0.0
	325% and <35%	 	0.0
	3 and <40%	 	25.0
	340% and <45%	 	50.0
	345% and < 50%	 	75.0
	350%	 	100.0






        "Applicable Laws" is defined in Section 6.24(c). 


        "Arranger" means BAS. 


        "Article" means an article of this Agreement unless another document is specifically referenced. 


        "Assignment" is defined in Section 13.3. 



        "Assignments of Rents and Leases" means the assigning of all rents, leases, issues and profits from Hotel Properties in the Secured
Collateral Pool as part of the Collateral for the Obligations including, without limitation, the Leases. 


        "Authorized Officer" means with respect to any Person, any of the president, executive vice president, chief operating officer, chief
financial officer or treasurer, general partner, or chief manager acting singly on behalf of such Person, who has been duly authorized to execute any document and to act on behalf of such Person. 



        "BAS" means Banc of America Securities LLC, formerly known as NationsBanc Montgomery Securities LLC. 


        "BBOT" means Boatmen's Bank of Tennessee. 


        "BBOT Loan Agreement" means that certain First Amended Revolving Credit and Term Loan Agreement dated as of February 20, 1996, as
modified by that certain First Modification of First Amended Revolving Credit and Term Loan Agreement and of Related Documents dated as of May 19, 1996, all entered into by and between BBOT,
the Borrower, and RFS Investors. 


        "BBOT Note" means that certain Replacement Master Revolving Line of Credit Promissory Note dated May 29, 1996 in the principal
amount of $75,000,000 evidencing the Facility prior to the date hereof, and which BBOT Note was replaced by the Notes, as hereinafter defined. 


        "Bank of America" means Bank of America, N.A., in its individual capacity, and its successors. 


        "Bank of America Prime Rate" means, on any day, the rate of interest per annum then most recently established by Bank of America as its
"prime rate". Any such rate is a general reference rate of interest, may not be related to any other rate, and may not be the lowest or best rate actually charged by Bank of America to any customer or
a favored rate, and may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general. 


        "Borrower" means RFS Partnership, L.P., and its successors and permitted assigns. 


6









   
        "Borrowing Base" means the amount of the Aggregate Commitment available to the Borrower hereunder, which amount is the sum of
(a) for each Collateral Pool Property owned or open for less than four (4) fiscal quarters, the Applicable Advance Rate times the Cost, plus (b) for each Collateral Pool Property
owned or open for four (4) fiscal quarters or more, the Applicable Advance Rate times the Implied Value of the Collateral Pool Property. However, the aggregate Borrowing Base attributable to
Completed Development Hotels in the Secured Collateral Pool cannot exceed 15% of the aggregate Borrowing Base attributable to all Secured Collateral Pool properties. Further, the aggregate Borrowing
Base attributable to Completed Development Hotels in the Negative Collateral Pool, if any, cannot exceed 15% of the aggregate Borrowing Base attributable to all Negative Collateral Pool properties (if
any). 


        "Borrowing Date" means a date on which an Advance is made hereunder. 


        "Borrowing Notice" is defined in Section 2.9. 



        "Break-up Fee" means a sum equal to the aggregate of any loss, cost, liability or expense incurred by the Lenders, or any of
them, as a result of the prepayment of the Obligations, or portion thereof, whether due to acceleration or in due course in connection with conversions to or from a LIBOR Loan including, without
limitation, any loss in obtaining, liquidating or employing funds from third parties, and any loss of yield, as determined by any Lender, on a present value basis, in its judgment reasonably
exercised; but the Break-up Fee shall in no event be less than zero. 


        "Business Day" means (i) with respect to any borrowing, payment or rate selection of LIBOR Advances, a day (other than a Saturday
or Sunday) on which banks generally are open in Dallas, Texas for the conduct of substantially all of their commercial lending activities and on which dealings in United States dollars are carried on
in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Dallas, Texas for the conduct of substantially all
of their commercial lending activities. 


        "Capital Expenditure Reserve Amount" means, for any period, 4% of the trailing twelve (12) month gross revenues. 


        "Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person which is not a corporation and any and all warrants or options to purchase any of the foregoing. 


        "Capitalized Lease" of a Person means any lease of Property imposing obligations on such Person, as lessee thereunder, which are required
in accordance with GAAP to be capitalized on a balance sheet of such Person. 


        "Capitalized Lease Obligations" of a Person means the amount of the obligations of such Person under Capitalized Leases which would be
shown as a liability on a balance sheet of such Person prepared in accordance with GAAP. 


        "Cash Equivalents" means, as of any date, (i) securities issued or directly and fully guaranteed or insured by the United States
Government or any agency or instrumentality thereof having maturities of not more than one year from such date, (ii) time deposits and certificates of deposit having maturities of not more than
one year from such date and issued by any domestic commercial bank having (A) senior long-term unsecured debt rated at least A or the equivalent thereof by S&P or A2 or the
equivalent thereof by Moody's and (B) capital and surplus in excess of $100,000,000, (iii) commercial paper rated at least A-1 or the equivalent thereof by S&P or
P-1 or the equivalent thereof by Moody's and in either case maturing within 120 days from such date; and (iv) shares of any money market mutual fund rated at least AAA or the
equivalent thereof by S&P or at least AAA or the equivalent thereof by Moody's. 


        "Change" is defined in Section 4.2. 


7





 



        "Closing Date" means October 31, 2002.. 


        "Code" means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time. 


        "Collateral" means all property of every type and kind which now or hereafter secures the Obligations, including, without limitation, the
Hotel Properties in the Secured and Negative Collateral Pools, the Leases (including all rents, leases, issues and profits resulting therefrom or relating thereto), the Letter of Credit Collateral
Account, and all real and personal property described in the Security Documents. 


        "Collateral Pool" means all Hotel Properties included in the Secured Collateral Pool and the Negative Collateral Pool. 


        "Collateral Pool Property" means any Hotel Property in the Collateral Pool. 


        "Commitment" means the commitment to lend the maximum principal amount available under the Facility and, for each Lender, the obligation
of such Lender to make Loans not exceeding the amount set forth in Exhibit J or as set forth in any Notice of Assignment relating to any
assignment that has become effective pursuant to Section 13.3.2, as such amount may be modified from time to time pursuant to the terms hereof. 


        "Completed Development Hotels" means Hotel Properties open less than twelve (12) months. 


        "Condemnation" is defined in Section 8.9. 



        "Consolidated Net Worth" means, as of any date of determination, an amount equal to (a) Total Assets as of such date minus
(b) Total Liabilities as of such date plus (c) minority interests as of such date. 


        "Consolidated Total Indebtedness" means, as of any date of determination, all Indebtedness of the Borrower, the Guarantors, any Qualified
Borrowers and any of their Subsidiaries, determined on a consolidated basis, such consolidation to be in accordance with GAAP, after eliminating intercompany items. 



        "Controlled Group" means all members of a controlled group of corporations, partnerships (including joint ventures), limited liability
companies and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, the Guarantors, Qualified Borrowers, or any of their Subsidiaries are
treated as a single employer under Section 414 of the Code. 


        "Conversion/Continuation Notice" is defined in Section 2.10. 



        "Cost" means for any Hotel Property the purchase price of such Hotel Property plus the cost of any capital improvements performed by the
Borrower which the Agent has agreed to accept as part of the Cost of such Hotel Property. For purposes of the Collateral Pool Properties existing as of the Closing Date, "Cost" shall mean the amount
set forth beside each Hotel Property listed on Exhibits G or H attached hereto. 


        "Debt Service" means, for any trailing twelve (12) month period, (a) Interest Expense for such period  plus (b) the aggregate amount of regularly scheduled
principal payments of Indebtedness (excluding balloon payments) required to be made during
such period by the Borrower, any Guarantor, any Qualified Borrower or any of their Subsidiaries plus (c) a percentage of all such regularly scheduled principal payments required to be made
during such period by any Investment Affiliate on Indebtedness taken into account in calculating Interest Expense, equal to the greater of (x) the percentage of the principal amount of such
Indebtedness for which the Borrower, any Guarantor, or any Qualified Borrower, or any Subsidiary is liable and (y) the percentage ownership interest in such 


8





 




Investment Affiliate held by the Borrower, any Guarantor and any Subsidiaries, in the aggregate, without duplication. 



        "Default" means an event of default described in Article VIII. 


        "Defaulting Lender" means any Lender which fails or refuses to perform its obligations under this Agreement within the time period
specified for performance of such obligation, or, if no time frame is specified, if such failure or refusal continues for a period of 5 Business Days after written notice from the Agent;  provided that
if such Lender cures such failure or refusal, such Lender shall cease to be a Defaulting Lender. 



        "Distribution" means, with respect to any Guarantor, the declaration or payment of any dividend or distribution on or in respect of any
shares of any class of Capital Stock or beneficial interest in the Guarantor, other than dividends or distributions payable solely in equity securities of the Guarantor; the purchase, redemption,
exchange or other retirement of any shares of any class of Capital Stock or beneficial interest of the Guarantor, directly or indirectly through a Subsidiary of the Guarantor or otherwise; the return
of capital by the Guarantor to its shareholders as such; or any other distribution on or in respect of any shares of any class of Capital Stock or beneficial interest of the Guarantor. With respect to
the Borrower, Distribution means the declaration or payment of any distribution of cash or cash flow to the partners of the Borrower, the return of capital by the Borrower to its partners, or any
other distribution on or in respect of any partnership interests in the Borrower. 


        "EBITDA" means income before extraordinary items (reduced to eliminate any income from Investment Affiliates), as reported by the
Borrower, the Guarantors and their Subsidiaries on a trailing twelve (12) month consolidated basis in accordance with GAAP, plus Interest Expense, depreciation, amortization and income tax (if
any) expense plus a percentage of such income (adjusted as described above) of any Investment Affiliate equal to the allocable economic interest in such Investment Affiliate held by the Borrower, the
Guarantors and any Subsidiaries, in the aggregate (provided that no item of income or expense shall be included more than once in such calculation even if it falls within more than one of the
foregoing categories). The policies and procedures prescribed by EITF 98-9 will be utilized in the calculation of EBITDA. Also, gains or losses on sales of property will be excluded from
the calculation of EBITDA. In addition, EBITDA will not include the impact of minority interests related to the Borrower. 


        "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c) a financial institution or other entity
that is an "accredited investor" (as defined in Rule 501 under the Securities Act of 1933, as amended) having (i) total assets of at least $10,000,000,000, (ii) a
long-term unsecured debt rating of at least Baa1 by Moody's and BBB+ by Standard & Poor's and (iii) an office in the United States; or (d) any other Person approved by
the Agent. 


        "Environmental Claim" means any investigative, enforcement, cleanup, removal, containment, remedial or other private or governmental or
regulatory action at any time threatened, instituted or completed pursuant to any applicable Environmental Requirement, against the Borrower, any Guarantor, any Qualified Borrower or any Subsidiary,
or against or with respect to any Hotel Properties or any condition, use or activity on any of the Hotel Properties (including any such action against the Agent or the Lenders), and any claim at any
time threatened or made by any person against the Borrower, any Guarantor, any Qualified Borrower or any Subsidiary, or against or with respect to any of the Hotel Properties or any condition, use or
activity on any of the Hotel Properties (including any such claim against Agent or the Lenders), relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or in any
way arising in connection with any Hazardous Material or any Environmental Requirement. 


        "Environmental Indemnity" means that certain Fourth Amended and Restated Master Environmental Indemnity Agreement in substantially the
same form as Exhibit F attached to this 


9





 




Agreement, duly executed by the Borrower as of the Closing Date, including any amendment or modification of such environmental indemnity. 


        "Environmental Law" means any federal, state or local law, statute, ordinance, code, rule, regulation, license, authorization, decision,
order, injunction, decree, or rule of common law, and any judicial interpretation of any of the foregoing, which pertains to health, safety, any Hazardous Material, or the environment (including but
not limited to ground or air or water or noise pollution or contamination, and underground or above ground tanks) and shall include without limitation, the Solid Waste Disposal Act, 42 U.S.C.
§6901 et seq; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601  et seq ("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act of 1986
("SARA"); the Hazardous Materials Transportation Act, 49 U.S.C. §1801 et seq.; the Federal Water Pollution Control Act, 33 U.S.C.
§1251 et seq.; the Clean Air Act, 42 U.S.C. §7401 et seq; the Toxic Substances Control Act, 15 U.S.C. §2601  et seq; the Safe Drinking Water
Act, 42 U.S.C. §300f et seq; any applicable State Air
Quality Act; any applicable State Underground Storage Tank Act; any applicable Water Quality Control Act; any applicable Comprehensive Solid Waste Management Act; any applicable Oil or Hazardous
Material Spill or Release Act; any applicable Hazardous Waste Management Act; any applicable Hazardous Site Response Act, and any other state or federal environmental statutes, and all rules,
regulations, orders and decrees now or hereafter promulgated under any of the foregoing, as any of the foregoing now exist or may be changed or amended or come into effect in the future. 


        "Environmental Requirement" means any Environmental Law, agreement or restriction (including but not limited to any condition or
requirement imposed by any insurance or surety company), as the same now exists or may be changed or amended or come into effect in the future, which pertains to health, safety, any Hazardous
Material, or the environment, including but not limited to ground or air or water or noise pollution or contamination, and underground or aboveground tanks. 


        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued
thereunder. 


        "Facility" is defined in Recital C. 


        "Facility Letter of Credit" means a Letter of Credit issued hereunder. 


        "Facility Letter of Credit Fee" is defined in Section 3.8 (a). 


        "Facility Letter of Credit Obligations" means, as at the time of determination thereof, all liabilities, whether actual or contingent,
without duplication, of the Borrower, any Guarantor or any Qualified Borrower with respect to Facility Letters of Credit, including the aggregate undrawn face-amount of the then
outstanding Facility Letters of Credit, but not including Reimbursement Obligations. 


        "Facility Termination Date" means July 30, 2005, or such earlier date on which the principal balance of the Facility and all other
sums due in connection with the Facility shall be due as a result of the acceleration of the Facility. 


        "Federal Funds Effective Rate" means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately
10:00 a.m. (Dallas, Texas Time) on such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by the Agent in its sole discretion. 


10





 



        "Fee Letter" means that certain letter of even date with this Agreement from Agent and Arranger to Borrower which sets forth the agreement
with respect to certain fees payable to Agent and Arranger. 


        "Fifth Restated Loan Agreement" is defined in the recitals to this Agreement. 


        "First Amendment to Second Restated Loan Agreement" is defined in the recitals to this Agreement. 



        "First Amendment to Fifth Restated Loan Agreement" is defined in the recitals to this Agreement. 


        "First Amendment to Third Restated Loan Agreement" is defined in the recitals to this Agreement. 


        "First Amendment to Fourth Restated Loan Agreement" is defined in the recitals to this Agreement. 


        "Fourth Restated Loan Agreement" is defined in the recitals to this Agreement. 



        "Funds Available for Distribution" or "FAD" means, with respect to the Borrower, the Guarantor and their respective Subsidiaries for any
fiscal period, an amount equal to Funds From Operations plus non-real estate depreciation and the amortization of deferred financing costs
for such period less (a) the Capital Expenditure Reserve Amount for such Person for such period, and (b) the aggregate amount of scheduled
principal payments on the Consolidated Total Indebtedness of such Person (excluding optional prepayments and scheduled principal payments in respect of any such Indebtedness which is payable in a
single installment at final maturity) required to be made during such period. 



        "Funds From Operations" or "FFO" means, as to any period, an amount equal to (a) income (loss) from operations of the Borrower, the
Guarantor and their respective Subsidiaries for such period, excluding gain (loss) from debt restructuring and sale of Hotel Properties, plus
(b) depreciation and amortization of real estate assets, plus (minus) (c) to the extent not included in clause (a) above, gain
(loss) on the sales of outparcels made in the ordinary course of business, and after adjustments for Investment Affiliates, determined in each case on a combined basis in accordance with GAAP.
Adjustments for Investment Affiliates will be calculated to reflect funds from operations on the same basis. 



        "GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, applied in a manner
consistent with that used in preparing the financial statements referred to in Section 7.1. 


        "Governmental Authority" means any nation or government, any state or other political subdivision thereof and any quasi-governmental
agency exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 



        "Guarantee Obligation" means, as to any Person (the "guaranteeing person"), any obligation (determined without duplication) of
(a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any Letter of Credit) to induce the creation of which the guaranteeing person has issued
a reimbursement, counter-indemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the "primary obligations") of
any other third Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent,
(i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of
any such primary obligation, or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor,
(iii) to purchase any property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee
Obligation shall not include endorsements of instruments 


11





 




for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the maximum stated amount of the primary
obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation), provided, that in the absence of any such
stated amount or stated liability, the amount of such Guarantee Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by the
Borrower, any Guarantor or any Subsidiary in good faith. 


        "Guarantor" means each of RFS Leasing and RFS Investors. 


        "Guarantors" means collectively, RFS Investors and RFS Leasing. 


        "Guaranty Agreement" or "Guaranty Agreements" means the continuing and unconditional
guaranty agreement, in substantially the form of Exhibit K attached to this Agreement, duly executed by each Guarantor as of the Closing Date,
including any amendment, modification, renewal or replacement of such continuing and unconditional guaranty agreements. 


        "Hazardous Material" means any substance, whether solid, liquid or gaseous, which is listed, defined or regulated as a "hazardous
substance", "hazardous waste" or "solid waste", or otherwise classified as hazardous or toxic, in or pursuant to any Environmental Requirement; or which is or contains asbestos, radon, any
polychlorinated biphenyl, urea formaldehyde foam insulation, explosive or radioactive
material, or motor fuel or other petroleum hydrocarbons; or which causes or poses a threat to cause a contamination or nuisance on any real property or any adjacent real property or a hazard to the
environment or to the health or safety of persons on any real property. 


        "Hotel Property" or "Hotel Properties" means any parcel of real property owned by the
Borrower, any Guarantor, or any Subsidiary, Investment Affiliate, Qualified Borrower or Joint Venture, on which parcel is either located a hotel, or on which construction of a hotel has commenced. 



        "Implied Debt Service" means twelve (12) times the monthly payment required to fully amortize the Allocated Facility Amount using a
constant calculated based upon (a) a fixed rate of interest equal to an amount which is 2.25% per annum above the most recent monthly average of the daily yields on all outstanding United
States Treasury Securities adjusted to a constant maturity of seven (7) years, as most recently published by the Federal Reserve Board in Federal Reserve Statistical Release Document H.15(519),
Selected Interest Rates, and such rate then rounded upwards to the nearest .125% and (b) a twenty-five (25) year amortization schedule; provided however, that in no event
shall the fixed rate of interest used for such calculation be less than nine percent (9%). 



        "Implied Value" means for any Hotel Property an amount arrived at based upon that Hotel Property's Adjusted Cash Flow, divided by the
Applicable Cap Rate. 


        "Indebtedness" of any Person at any date means without duplication, (a) all indebtedness of such Person for borrowed money which is
outstanding according to GAAP, (b) all obligations of such Person for the deferred purchase price of property or services, (c) any other indebtedness of such Person which is evidenced by
a note, bond, debenture or similar instrument, (d) all Capitalized Lease Obligations, (e) all obligations of such Person in respect of acceptances issued or created for the account of
such Person, (f) all Guarantee Obligations of such Person (excluding in any calculation of consolidated indebtedness of the Borrower and any Guarantor, Guarantee Obligations of the Borrower or
any Guarantor in respect of primary obligations of any Qualified Borrower or Subsidiary), (g) all reimbursement obligations of such Person for Letters of Credit and other contingent
liabilities, (h) all liabilities secured by any Lien (other than Liens for taxes not yet due and payable) on any property owned by such Person even though such Person has not assumed or
otherwise become liable for the payment thereof, (i) any repurchase obligation or liability of such Person or any of its Subsidiaries with respect to accounts or notes receivable sold by such
Person or any of its Subsidiaries, (j) if such Person is the Borrower or a Guarantor, such Person's pro rata share of debt in Investment Affiliates and any 


12





 




loans where such Person is liable as a general partner, (k) the greater of (i) the Borrower's, the Guarantors' and all Subsidiaries' recourse interest in an Investment Affiliate's debt
that is not consolidated with the Borrower's, the Guarantors' or any Subsidiaries' financial statements, or (ii) pro rata interest in all debt owed by an Investment Affiliate which is either
recourse or non-recourse to the Borrower, or any Guarantor, or any Subsidiary, as applicable, that is not consolidated with the Borrower's, the Guarantors' or any Subsidiaries' financial
statements, (l) any pre-sale obligations of such Person relating to the purchase of any real or personal property, (m) Total Liabilities, (n) any amounts payable under
any interest rate protection product (to the extent permitted by the Loan Documents
and without implying consent thereto), (o) any other amounts considered debt by rating agencies and (p) any forward equity commitments. 


        "Interest Expense" means all interest expense of the Borrower, any Guarantor and any Qualified Borrower and their Subsidiaries determined
in accordance with GAAP plus (i) capitalized interest not covered by an interest reserve from a loan facility, plus (ii) the allocable portion (based on liability) of any accrued or paid
interest incurred on any obligation for which the Borrower, any Guarantor, any Qualified Borrower or any Subsidiary is wholly or partially liable under repayment, interest carry, or performance
guarantees, or other relevant liabilities (excluding amortized fees which are classified as interest), plus (iii) the greater of (x) allocable percentage of any accrued or paid interest
incurred on any Indebtedness of any Investment Affiliate, whether recourse or non-recourse, equal to the applicable economic interest in such Investment Affiliate held by the Borrower, any
Guarantor and any Subsidiaries, in the aggregate, or (y) the amount of all interest expense on all recourse Indebtedness the Borrower, any Guarantor, any Qualified Borrower, and/or their
Subsidiaries, have in any Investment Affiliate, provided that no expense shall be included more than once in such calculation even if it falls within more than one of the foregoing categories. 



        "Investment" of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the
ordinary course of business and other than advances to, or deposits with, contractors and suppliers in the ordinary course of business), extension of credit (other than accounts receivable arising in
the ordinary course of business on terms customary in the trade), deposit account or contribution of capital by such Person to any other Person or any investment in, or purchase or other acquisition
of, the stock, partnership interests, notes, debentures or other securities of any other Person made by such Person. 



        "Investment Affiliate" means any Person in which the Borrower, any Guarantor or any Qualified Borrower, or any Subsidiary, directly or
indirectly, have an ownership interest, including, without limitation, Joint Ventures, whose financial results are not consolidated under GAAP with their financial results on their consolidated
financial statements. 


        "Issuance Date" is defined in Section 3.4(a)(2). 


        "Issuance Notice" is defined in Section 3.4(c). 



        "Issuing Bank" means, with respect to each Facility Letter of Credit, any Lender which issues such Facility Letter of Credit. 


        "Joint Venture" means any joint venture partnership in which the Borrower, any Guarantor, any Qualified Borrower or any Subsidiary is a
joint venture partner. 


        "Lease or Leases" means any lease or all leases of any or all of the Collateral Pool Properties, with the Borrower as the lessor and with
either RFS Leasing, as the lessee, or with any other Person as the lessee approved by the Required Lenders. 



        "Lenders" means the lending institutions listed on the signature pages of this Agreement, their respective permitted successors and
assigns and any other lending institutions that subsequently become parties to this Agreement. 


13





 



        "Lending Installation" means, with respect to a Lender, any office, branch, subsidiary or affiliate of such Lender. 



        "Lessee" means RFS Leasing, or any other Person approved by the Required Lenders, now or hereafter party to any of the Leases as the
tenant or lessee thereunder. 


        "Letter of Credit" means a letter of credit of a Person which is issued upon the application of such Person or upon which such Person is
an account party or for which such Person is in any way liable. 


        "Letter of Credit Collateral Account" is defined in Section 3.9. 



        "Letter of Credit Request" is defined in Section 3.4(a). 


        "Leverage Ratio" means the ratio of Consolidated Total Indebtedness divided by the Total Asset Value. 


        "LIBOR Advance" means an Advance which bears interest at a LIBOR Basis. 



        "LIBOR Basis" means a per annum rate of interest (rounded upwards, if necessary, to the nearest whole one-hundredth of 1%)
determined pursuant to the following formula:



	LIBOR Rate	 	 	 	 
	
 LIBOR Basis	 	=	 	100% - LIBOR Reserve Percentage






        PLUS
the Applicable Margin for LIBOR Loans. 


        "LIBOR Interest Period" means, with respect to any LIBOR Advance, a period from the date on which the LIBOR Basis shall become effective
as to such LIBOR Advance to thirty (30), sixty (60), ninety (90), or one hundred eighty (180) days thereafter, subject however to the following: 


        (i)    if
any LIBOR Interest Period would otherwise end on a day which is not a Business Day, that LIBOR Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to extend such LIBOR Interest Period into another calendar month, in which event such LIBOR Interest Period shall end on the immediately preceding Business
Day; and 


        (ii)  any
LIBOR Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no corresponding day in the calendar month at the
end of such LIBOR Interest Period) shall, subject to clause (iii) below, end on the last Business Day of a calendar month; and 


        (iii)  no
LIBOR Interest Period shall extend beyond the Facility Termination Date. 


        "LIBOR Loan" means a Loan which bears interest at a LIBOR Basis. 


14







   
        "LIBOR Rate" means for any LIBOR Advance for any LIBOR Interest Period therefor, the rate per annum appearing on Telerate Page 3750 (or
any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such LIBOR
Interest Period for a term comparable to such LIBOR Interest Period. If for any reason such rate is not available, the term "LIBOR Rate" shall mean, for any LIBOR Advance for any LIBOR Interest Period
therefor, the rate per annum appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two (2) Business
Days prior to the first day of such LIBOR Interest Period for a term comparable to such LIBOR Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates. 


        "LIBOR Reserve Percentage" means for any day, that percentage (expressed as a decimal) which is in effect from time to time under
Regulation D of the Board of Governors of the Federal Reserve System (or any successor), as such regulation may be amended from time to time or any successor regulation, as the maximum reserve
requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in
Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of LIBOR Advances is determined), whether or not any Lender has any
Eurocurrency liabilities subject to such reserve requirement at that time. LIBOR Advances shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve
requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to any Lender. The LIBOR Basis shall be adjusted automatically on and as of the
effective date of any change in the LIBOR Reserve Percentage. 


        "Lien" means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale,
Capitalized Lease or other title retention agreement but excluding the leasehold interest of a lessee in a lease that is not a Capitalized Lease). 


        "Loan" means, with respect to a Lender, such Lender's portion of any Advance. 



        "Loan Documents" means this Agreement, the Notes, the Mortgages, the Negative Pledge Agreements, the Guaranty Agreements, the Modification
Agreements, the Environmental Indemnity, the Fee Letter and any guaranty, reaffirmation of guaranty, environmental indemnity agreement, or other document executed and delivered by the Borrower, any
Guarantor, any Qualified Borrower, any Investment
Affiliate, or any of their Subsidiaries, from time to time and evidencing, securing, guaranteeing or relating to the payment or performance of the Obligations, as any of the foregoing may be amended,
modified, restated, renewed, extended or reaffirmed from time to time. 


        "Material Adverse Effect" means a material adverse effect on (i) the business, Hotel Property, results of operations or financial
condition of the Borrower, any Guarantor, any Qualified Borrower or any of their Subsidiaries taken as a whole or (ii) the ability of the Borrower or any Guarantor to perform their obligations
under the Loan Documents, or (iii) the validity or enforceability of any of the Loan Documents or the remedies or material rights of the Agent or the Lenders thereunder. 


        "Maximum Amount" means the maximum nonusurious aggregate amount of all interest permitted by such state or states whose laws are held by
any court of competent jurisdiction to govern the interest rate provisions of the Facility or the federal laws of the United States applicable to the transaction, whichever laws allow the greater
interest, as such laws now exist or may hereafter be changed or amended or come into effect in the future. 


        "Maximum Rate" means the maximum nonusurious rate of interest per annum permitted by such state or states whose laws are held by any court
of competent jurisdiction to govern the interest rate 


15





 




provisions of the Facility, or the federal laws of the United States applicable to the transaction, whichever laws allow the greater interest, as such laws now exist or may hereafter be changed or
amended or come into effect in the future. The Maximum Rate shall be applied by taking into account all amounts characterized by applicable law as interest on the Obligations, so that the aggregate of
all interest does not exceed the Maximum Amount. 


        "Modification Agreement" means each Modification and Extension Agreement executed by and between Lender and Borrower, modifying each of
the Mortgages to reflect, among other things, the new Facility Termination Date. 



        "Mortgage" means any deed of trust, deed to secure debt or mortgage encumbering a Hotel Property which secures the Obligations, and any
amendment thereto or modification thereof. 


        "Multiemployer Plan" means a Plan to which more than one employer is obligated to make contributions, and which is maintained pursuant to
one or more collective bargaining agreements to which the Borrower or any member of the Controlled Group is a party. 


        "NMS" means NationsBanc Montgomery Securities LLC. 


        "NationsBank" means NationsBank, N.A., in its individual capacity, and its successors. 


        "Negative Collateral Pool" means a specified group of Hotel Properties not encumbered by Mortgages encumbering Hotel Properties that have
been accepted by the Lenders into the Collateral Pool but which the Borrower or other Person owning any such Hotel Property has agreed not to encumber, transfer, pledge, assign, mortgage or otherwise
hypothecate in any manner. 


        "Negative Pledge Agreement" means a written agreement executed by the Borrower or any other Person which owns a Hotel Property wherein the
Borrower or such Person agrees not to encumber, transfer, pledge, assign, mortgage or otherwise hypothecate such Hotel Property in any manner. 


        "Non-Conforming Investments" is defined in Section 7.4. 


        "Note" or "Notes" means the promissory note or notes, in substantially the form of  Exhibit A attached to this
Agreement, duly executed by the Borrower as of the Closing Date and payable to the order of each Lender in the amount
of its Commitment, including any amendment, modification, renewal or replacement of such promissory note(s). 


        "Notice of Assignment" is defined in Section 13.3.2. 


        "Obligations" means all indebtedness and obligations of the Borrower arising under or relating to, this Agreement, the Notes, the
Mortgages, as well as under all other Loan Documents including, without limitation, all unpaid principal of and accrued and unpaid interest on the Notes, the Facility Letter of Credit Obligations and
all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations (including, without limitation, Reimbursement Obligations) of the Borrower or if and to the extent
applicable, any Qualified Borrower to the Lenders or to any Lender, the Agent, or any indemnified party hereunder arising under the Loan Documents. 


        "Participating Lenders" means all financial institutions named in the Participation Agreement to whom BBOT transferred an undivided
participation in the Facility. 


        "Participations" means the interests of the Participating Lenders in the Facility. 



        "Participation Agreement" means that certain First Amended Participation Agreement dated as of May 29, 1996, entered into by and
between BBOT and the other Participating Lenders. 


        "Participants" is defined in Section 13.2.1. 


        "Payment Date" means, with respect to the payment of interest accrued on any Prime Advance or any LIBOR Advance, the first Business Day of
each calendar month. 


16





 



        "PBGC" means the Pension Benefit Guaranty Corporation, or any successor thereto. 


        "Percentage" means for each Lender the percentage of the Aggregate Commitment allocated to such Lender as set forth in  Exhibit J. 



        "Permitted Liens" are defined in Section 7.14. 


        "Person" means any natural person, corporation, firm, joint venture, partnership, association, enterprise, trust, limited liability
company or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof. 


        "Plan" means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under  Section 412 of the Code as to
which the Borrower or any member of the Controlled Group may have any liability. 


        "Prime Advance" means an Advance which bears interest at the Prime Rate. 


        "Prime Loan" means a Loan which bears interest at the Prime Rate. 


        "Prime Rate" means, for any day, a rate per annum equal to the sum of (A) the greater of (i) the Bank of America Prime Rate
for such day, in each case changing when and as the Bank of America Prime Rate changes, or (ii) the Federal Funds Effective Rate for such day plus 50 basis points, in each case
changing when and as the Federal Funds Effective Rate changes, plus (B) the Applicable Margin for Prime Rate Loans. 


        "Property Breach" is defined in Section 7.24. 


        "Property Operating Income" means, with respect to any Hotel Property owned by the Borrower, any Guarantor, any Qualified Borrower, any
Subsidiary or any Investment Affiliate, for any period, earnings from rental operations (computed in accordance with GAAP but without deduction for reserves) attributable to such Hotel Property plus
depreciation, amortization and interest expense for such period, and, if such period is less than a year, adjusted by straight lining various ordinary operating expenses which are payable less
frequently than once during every such period (e.g. real estate taxes and insurance). 


        "Purchaser" is defined in Section 13.3.l. 


        "Qualified Borrower" means any entity, other than the Borrower, in which the Borrower or any Guarantor owns an interest, the Indebtedness
of which entity is guaranteed by the Borrower or any Guarantor, and with respect to which the Borrower or any Guarantor has provided to the Agent an unconditional guaranty of payment satisfactory in
form and substance to the Agent, as well as such notes, opinions, financial statements, organizational and authorization documents, security or collateral documents and other documents as the Agent
may require in order for such entity to be able to receive an Advance under the Facility. 


        "Qualified Lender" means a financial institution with assets over $5,000,000,000 that is generally in the business of making loans
comparable to the Loans made under the Facility and that maintains an office in the United States. 


        "Register" is defined in Section 13.6. 



        "Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any
successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to
member banks of the Federal Reserve System. 


        "Reimbursement Obligations" means at any time, the aggregate of the Obligations of the Borrower and any Qualified Borrowers to the
Lenders, the Issuing Bank and the Agent in respect of all 


17





 




unreimbursed payments or disbursements made by the Lenders, the Issuing Bank and the Agent under or in respect of the Facility Letters of Credit. 


        "Reportable Event" means a reportable event as defined in Section 4043 of ERISA and
the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of  Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a
Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or  Section 412(d)
 of the Code. 


        "Required Lenders" means Lenders in the aggregate having at least 662/3% of the Aggregate Commitment (not held by
Defaulting Lenders who are not entitled to vote) or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding at least 662/3% of the aggregate unpaid principal
amount of the outstanding Advances and Facility Letter of Credit Obligations (not held by Defaulting Lenders who are not entitled to vote). 


        "Restated Loan Agreement" is defined in the recitals to this Agreement. 


        "SAB 101" means Staff Accounting Bulletin No. 101 of the Securities and Exchange Commission issued December 3, 1999. 


        "Second Amendment to Fourth Amended and Restated Loan Agreement" is defined in the recitals to this Agreement. 



        "Second Amendment to Second Restated Loan Agreement" is defined in the recitals to this Agreement. 


        "Second Restated Loan Agreement" is defined in the recitals to this Agreement. 


        "Section" means a numbered section of this Agreement, unless another document is specifically referenced. 



        "Secured Collateral Pool" means a specified group of Hotel Properties encumbered by Mortgages which have been accepted by the Lenders into
the Collateral Pool to secure the Obligations. 


        "Security Documents" means all Loan Documents executed by or on behalf of the Borrower, any Guarantor, any Subsidiary, any Qualified
Borrower, or any Investment Affiliate which pledge, mortgage, encumber or constitute a lien upon any of their real or personal property as part of the Collateral, including, without limitation the
Mortgages and the Assignments of Rents and Leases, any UCC financing statements, and all supporting documents relating thereto, including, without limitation, title insurance policies, surveys,
appraisals, and environmental surveys or reports. 


        "Senior Loans" is defined in Section 11.15. 


        "Single Employer Plan" means a Plan maintained by the Borrower or any member of the Controlled Group for employees of the Borrower or any
member of the Controlled Group. 


        "Subsidiary" means a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by the Borrower,
any Guarantor, or any Qualified Borrower and provided such corporation, partnership or other entity is consolidated with the Borrower, any Guarantor, or any such Qualified Borrower for financial
reporting purposes under GAAP. 


18





 



        "Third Amendment to Fourth Amended and Restated Loan Agreement" is defined in the recitals to this Agreement. 


        "Third Restated Loan Agreement" is defined in the recitals to this Agreement. 



        "Total Assets" means all GAAP assets of the Borrower, the Guarantors, any Qualified Borrowers and any of their Subsidiaries. 


        "Total Asset Value" means the sum of (a) for each open Hotel Property owned or open for less than four (4) fiscal quarters,
whether or not such Hotel Property is included in the Collateral Pool, 100% of
the Cost of the Hotel Property plus (b) for each open Hotel Property owned or open for four (4) fiscal quarters or more, whether or not such Hotel Property is included in the Collateral
Pool, the Implied Value of the Hotel Property, plus (c) 100% of cash and Cash Equivalents in accordance with GAAP. 



        "Total Liabilities" means all GAAP liabilities (not inclusive of GAAP minority interest or GAAP deferred/unearned revenue liability
arising solely from the application of the policies and procedures prescribed by SAB 101) of the Borrower, any Guarantor, any Qualified Borrowers and any of their Subsidiaries. 


        "Total Property Operating Income" means the sum of (i) Property Operating Income for each Hotel Property owned (including
leaseholds) by the Borrower and its Subsidiaries and any Qualified Borrower, and (ii) (without redundancy) the Borrower's pro rata share (based on percentage interest in operating income) of
Property Operating Income from any Hotel Property owned (including leaseholds) by any Guarantor, and any Qualified Borrowers or Investment Affiliates. 


        "Transferee" is defined in Section 13.4. 


        "Type" means, with respect to any Advance, its nature as a Prime Advance or a LIBOR Advance. 


        "Unfunded Liabilities" means the amount (if any) by which the present value of all vested nonforfeitable benefits under all Single
Employer Plans determined under Section 4001(a)(18)(A) of ERISA exceeds the fair market value of all such Plan assets allocable to such benefits
determined as of the then most recent valuation date for such Plans. 


        "Unmatured Default" means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default. 


        "Unused Credit Fee" means the fee payable by the Borrower to the Agent for the benefit of the Lenders as set out in  Section 2.5. 



        "Value" means the Implied Value for Secured Collateral Pool properties owned or open for more than four (4) fiscal quarters, and
means the Cost of Hotel Properties in the Secured Collateral Pool owned or open for less than four (4) fiscal quarters. However, the aggregate Value attributable to Completed Development Hotels
in the Secured Collateral Pool cannot exceed 15% of the aggregate Value attributable to all Hotel Properties in the Secured Collateral Pool. 


        "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the outstanding voting securities of which shall at the time
be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, association, joint venture or similar business
organization of which 100% of the ownership interests having ordinary voting power and at least 95% of all other classes of ownership interest shall at the time be so owned or controlled by such
Person. 


        The
foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. 


19





 


ARTICLE II  


 THE CREDIT  


        2.1    Assignment and Assumption; Conversion; Commitment Increase.    



        2.1.1    Assignment and Assumption.    Pursuant to the Restated Loan Agreement, as the same was subsequently amended
and restated and is being further amended and restated hereby, RFS Investors has heretofore transferred and assigned to the Borrower, and the Borrower has heretofore assumed, in the place and stead of
RFS Investors, all indebtedness and obligations relating to or arising out of the BBOT Note and the BBOT Loan Agreement and all other documents relating thereto. RFS Investors has, effective as of
July 30, 1997, executed a guaranty agreement in form and content acceptable to the Lenders guaranteeing the Obligations. 



        2.1.2    Conversion.    BBOT has, by separate assignment executed July 30, 1997, assigned to NationsBank all
its right, title and interest in and to the Facility, the BBOT Loan Agreement, the Participation Agreement and the other Loan Documents. Pursuant to the Restated Loan Agreement, as the same was
subsequently amended and restated and is being further amended and restated hereby, the Participation Agreement was terminated by NationsBank, as successor-in-interest to BBOT,
and the Participating Lenders, and NationsBank assigned to the Participating Lenders their respective pro rata portions of the Commitment existing under the BBOT Loan Agreement. If deemed necessary by
the Agent in connection with the termination of the Participations, all Lenders other than the Participating Lenders have heretofore agreed to pay to Bank of America, as
successor-in-interest to NationsBank, upon demand their respective pro rata shares of all outstanding Advances existing on or after the date
of termination of the Participations. It is understood and agreed that the Participations have heretofore been converted into direct obligations to lend, and the Participating Lenders have assumed
their respective pro rata portions of the Commitment to make Advances and their respective pro rata portions of all other obligations of Bank of America, as
successor-in-interest to NationsBank, which, in turn, was successor-in-interest to BBOT, under or in regards to the Facility as heretofore set forth in
the BBOT Loan Agreement, as the same was amended and restated by the Restated Loan Agreement, by the Amended Second Restated Loan Agreement, by the Amended Third Restated Loan Agreement, by the
Amended Fourth Restated Loan Agreement, by the Amended Fifth Restated Loan Agreement, and as the same is being amended and restated hereby, and as such Commitment was increased as set forth in the
Restated Loan Agreement, as amended and restated by the Amended Second Restated Loan Agreement, by the Amended Third Restated Loan Agreement, by the Amended Fourth Restated Loan Agreement, by the
Amended Fifth Restated Loan Agreement, and as the same is being amended and restated hereby. Likewise, Bank of America and the Participating Lenders have heretofore assigned to the remaining Lenders
such portions of the Commitment existing under the BBOT Loan Agreement as necessary to properly distribute to all Lenders their proper pro rata shares of the Commitment existing under the BBOT Loan
Agreement in accordance and consistent with their respective Percentages of the Aggregate Commitment allocated to the Lenders, as set forth opposite their signatures in the Restated Loan Agreement, as
the same was amended and restated by the Amended Second Restated Loan Agreement, by the Amended Third Restated Loan Agreement, by the Amended Fourth Restated Loan Agreement and by the Amended Fifth
Restated Loan Agreement. 




        Bank
of America and, to the extent of any interest they may have had, the Participating Lenders, have heretofore assigned to the Agent as the agent for the Lenders pursuant to the terms
of Article XI of the Restated Loan Agreement, as amended and restated by the Amended Second Restated Loan Agreement, the Amended Third Restated Loan Agreement, the Amended Fourth Restated Loan
Agreement and the Amended Fifth Restated Loan Agreement, as the same is being amended and restated hereby, all of their right, title and interest in and to the Obligations, the Collateral and the 


20





 


other Loan Documents, and directed the Agent to place of record in each jurisdiction where a Mortgage appears of record an appropriate assignment and modification agreement reflecting the transfer of
such Mortgage and related Loan Documents from Bank of America to the Agent, as agent for the Lenders. 



        It
is also understood and agreed that the assignments by Bank of America and the Participating Lenders of an undivided interest in the Facility were outright and absolute assignments,
and not the sale or transfer of a participation interest, and were not intended to constitute a refinance of the Facility. 



        2.1.3    Commitment; Notes.    The Facility has heretofore been increased from $75,000,000, as set forth in the BBOT
Loan Agreement, to $175,000,000, as set forth in the Restated Loan Agreement, to $190,000,000, as set forth in the First Amendment to Second Restated Loan Agreement, reduced to $100,000,000.00 as set
forth in the Third Restated Loan Agreement, increased to $130,000,000.00, as set forth in the Fourth Restated Loan Agreement and further increased to $140,000,000, as set forth in the Amended Fourth
Restated Loan Agreement. From and including the Closing Date and prior to the Facility Termination Date, each Lender hereby agrees and reaffirms its Commitment, subject to the terms and conditions set
forth in this Agreement, to make Loans to the Borrower from time to time in
amounts not to exceed in the aggregate for each Lender at any one time outstanding the amount of such Lender's Commitment (as set forth in  Exhibit J) minus such Lender's Percentage of Facility
Letter of Credit Obligations and Reimbursement Obligations. Subject to the terms of this
Agreement, the Borrower may borrow, repay and reborrow at any time prior to the Facility Termination Date. The Commitments of each Lender to lend under this Agreement shall expire on the Facility
Termination Date. In connection with the extension of the Facility Termination Date, the Borrower has contemporaneously herewith executed and delivered to each Lender a Note in the amount of each
Lender's Commitment, which Notes collectively replace, extend and renew the Notes executed in connection with the Amended Fifth Restated Loan Agreement. 




        2.2    Final Principal Payment.    Any outstanding Advances and all other unpaid Obligations shall be paid in full by
the Borrower on the Facility Termination Date. 


        2.3    Ratable Loans.    Each Advance hereunder shall consist of Loans made from the several Lenders ratably in
proportion to the ratio that their respective Commitments bear to the Aggregate Commitment. The Advances may be Prime Advances, LIBOR Advances, or a combination thereof, selected by the Borrower in
accordance with Sections 2.9 and 2.10. 


        2.4    Collateral.    



        (a)  The
Collateral shall consist primarily of cross-collateralized and cross-defaulted first priority Mortgages encumbering Hotel Properties in the Secured Collateral Pool,
and by Negative Pledge Agreements restricting the transfer, pledge or other hypothecation of Hotel Properties in the Negative Collateral Pool, both of which groups of Hotel Properties form the
Collateral Pool or Collateral Pool Properties, and are listed on Exhibits G and H respectively attached hereto, with the franchise and franchisor for each such Hotel Property identified thereon which
have been approved by the Lenders. Each Collateral Pool Property must be domestic, that is, located in the lower forty-eight (48) continental United States of America, must be subject to a
current franchise agreement (with no defaults thereunder) approved by the Lenders with a franchisor that is acceptable to the Lenders, must be unencumbered with only such exceptions as have been
approved by the Lenders, must be open for business and fully operational, and must otherwise be in compliance with the applicable provisions of  Article V hereof. Notwithstanding the foregoing, all
Collateral Pool Properties must be wholly owned directly by either the Borrower or a
Guarantor and not by any Joint Ventures or wholly owned Subsidiary of the Borrower or a Guarantor, and no Hotel Properties owned by Joint Ventures or wholly owned Subsidiaries of the Borrower or any 



21





 


Guarantor may be included in the Collateral Pool. Borrower or any Guarantor may, from time to time, offer additional Hotel Properties to be included in the Collateral Pool and, provided that each
such property complies with the terms and conditions of this Agreement (including, without limitation, the requirements of this Section 2.4), such property will then be included as a Collateral
Pool Property hereunder. 


        (b)  The
Mortgages encumbering the Hotel Properties presently in the Secured Collateral Pool which have heretofore secured the Facility evidenced by the BBOT Note, pursuant
to the terms of the BBOT Loan Agreement, as amended and restated by the Restated Loan Agreement, the Amended Second Restated Loan Agreement, the Amended Third Restated Loan Agreement, the Amended
Fourth Restated Loan Agreement and the Amended Fifth Restated Loan Agreement, which is being amended and restated hereby, have heretofore been assigned to the Agent as a continuing part of the
Collateral, subject to being reviewed and accepted by the Lenders in accordance with the conditions precedent set forth in Article V,  Section 5.1,
 hereof. In the event at any time the Lenders determine that any item required by the applicable provisions of  Article V hereof, whether for existing or future Collateral Pool Properties, is not
available, or has not been provided, or is not acceptable,
such item may, in the Lenders' sole discretion, either be waived, or, in the alternative, such Hotel Property for which the item has not been provided or is unacceptable may be removed from the
Collateral Pool, in which event the Borrowing Base shall be adjusted accordingly to reflect the removal of such Hotel Property. In the alternative, the Borrower may substitute another Hotel Property
for the one so removed, provided such Hotel Property is acceptable to the Lenders, and all conditions precedent to the inclusion of such Hotel Property in the Collateral Pool have been complied with,
including, without limitation, the conditions of either Section 5.3 or 5.4, as applicable. Any
such Hotel Property so removed from the Collateral Pool shall upon the written request from the Borrower be released by the Agent from the lien of any Mortgage, or from the restrictions of any
Negative Pledge Agreement, provided there is then existing no Default or Unmatured Default then existing hereunder, and provided all provisions of  Section 7.13 hereof have been complied with.





        2.5    Unused Credit Fee.    The Borrower has heretofore agreed and hereby agrees to pay to the Agent for the account
of each Lender the Unused Credit Fee from the Closing Date to and including the Facility Termination Date, calculated at the rate of 0.35% per annum on the actual daily unborrowed portion of such
Lender's Commitment (which is equal to the difference between (a) such Lender's Commitment on such day and (b) the then outstanding Loans owed to such Lender plus the Lender's Percentage
of any outstanding and undrawn Facility Letters of Credit) payable quarterly in arrears on the first day of each calendar quarter beginning January 1, 2003 and on the Facility Termination Date.
Notwithstanding the foregoing, all accrued Unused Credit Fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. 


        2.6    Fees.    The Borrower agrees to pay all fees payable to the Agent and/or the Arranger for their own accounts or
for the account of the Lenders pursuant to the terms of the Fee Letter and this Agreement. 



        2.7    Minimum Amount of Each Advance.    Each LIBOR Advance shall be in the minimum amount of $2,000,000 (and in
multiples of $100,000 if in excess thereof), and each Prime Advance shall be in the minimum amount of $1,000,000 (and in multiples of $100,000 if in excess thereof), provided, however, that any Prime
Advance may be in the amount of the unused Aggregate Commitment. 


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        2.8    Optional Principal Payments.    The Borrower may from time to time pay, without penalty or premium (subject
to
reimbursement, upon demand, of the Lenders' Break-up Fee and all other breakage and re-deployment costs in the case of prepayment of LIBOR Advances), all or any part of
outstanding Prime Advances or LIBOR Advances, upon two (2) Business Days' prior notice to the Agent and each such prepayment shall be in a minimum amount of $50,000.00 or in multiples thereof,
provided that a LIBOR Advance may not be paid prior to the last day of the applicable LIBOR Interest Period unless Borrower pays the Break-up Fee. 


        2.9    Manner of Borrowing and Method of Selecting Types and Interest Periods for New Advances; Borrowing Base; Lender
Obligations.    



        2.9.1    Manner of Borrowing and Method of Selecting Types and Interest Periods for New Advances.    The Borrower
shall select the Type of Advance and, in the case of each LIBOR Advance, the LIBOR Interest Period applicable to each Advance from time to time. The Borrower shall give the Agent irrevocable notice
substantially in the form of Exhibit I-1 attached hereto (a "Borrowing Notice")
(i) not later than 1:00 p.m. (Dallas, Texas time) at least one (1) Business Day before the Borrowing Date of each Prime Advance, and (ii) not later than 1:00 p.m.
(Dallas, Texas time) at least three (3) Business Days before the Borrowing Date for each LIBOR Advance, specifying: 



        (a)  the
Borrowing Date, which shall be a Business Day, of such Advance, 


        (b)  the
aggregate amount of such Advance, 



        (c)  the
Type of Advance selected, and 


        (d)  in
the case of each LIBOR Advance, the LIBOR Interest Period applicable thereto. 




        2.9.2    Borrowing Base.    Availability under the Facility shall be determined according to the Borrowing Base. In no
event shall the Borrower be entitled hereunder to Advances or Facility Letters of Credit which would cause the Allocated Facility Amount at any time under the Loans to exceed the lesser of
(i) the Borrowing Base or (ii) the Aggregate Commitment Amount. Furthermore, any Collateral Pool Property whose operating franchise license is canceled shall be immediately deducted from
the Borrowing Base until such time as a franchise reasonably acceptable to the Lenders is obtained with respect to such Collateral Pool Property. In the alternative, the Borrower may substitute
another Hotel Property for the one whose franchise license has been canceled, provided such Hotel Property is acceptable to the Lenders and all conditions precedent to the inclusion of such Hotel
Property in the Collateral Pool have been complied with, including without limitation, the conditions of either Sections 5.3 or  5.4, as applicable. In
such event, upon the substitution of such Hotel Property, upon the written request from the Borrower, the Hotel Property deducted
from the Borrowing Base calculation shall be released by the Agent from the lien of any Mortgage, or from the restrictions of any Negative Pledge Agreement, provided there is no Default or Unmatured
Default then existing hereunder, and provided all provisions of Section 7.13 hereof have been complied with. 


        2.9.3    Lender Obligations.    Not later than 12:00 noon (Dallas, Texas time) on each Borrowing Date, each Lender
shall make available its Loan or Loans, in funds immediately available in Dallas, Texas to the Agent at the account specified pursuant to  Article XIV. The Lenders shall not be obligated to match
fund their LIBOR Advances. The Agent will promptly make the funds so received from the
Lenders available to the Borrower from the Agent's aforesaid account. No LIBOR Interest Period may end after the Facility Termination Date and, unless all of the Lenders otherwise agree in writing, in
no event may there be more than ten (10) different LIBOR Interest Periods for LIBOR Advances outstanding at any one time. 



23





 





        2.10    Conversion and Continuation of Outstanding Advances.    Prime Advances shall continue as Prime Advances unless
and until such Prime Advances are converted into LIBOR Advances. Each LIBOR Advance shall continue as a LIBOR Advance until the end of the then applicable LIBOR Interest Period therefor, at which time
such LIBOR Advance shall be automatically converted into a Prime Advance unless the Borrower shall have given the Agent a Conversion/Continuation Notice requesting that, at the end of such LIBOR
Interest Period, such LIBOR Advance shall continue as a LIBOR Advance for the same or another LIBOR Interest Period. The Borrower may elect from time to time to convert all or any part of an Advance
of any Type into any other Type of Advance; provided that any conversion of any LIBOR Advance (whether due to acceleration or otherwise) shall be made on, and only on, the last day of the Interest
Period applicable thereto unless the Borrower pays the applicable Break-up Fee, to be paid on the same Business Day as the conversion occurs. The Borrower shall give the Agent irrevocable
notice substantially in the form of Exhibit I-2 attached hereto (a "Conversion/Continuation
Notice") of each conversion of an Advance not later than 1:00 p.m. (Dallas, Texas Time) at least one Business Day, in the case of a conversion into a Prime Advance, or
three Business Days, in the case of a conversion into or continuation of a LIBOR Advance, prior to the date of the requested conversion or continuation, specifying: 



        (a)  the
requested date which shall be a Business Day, of such conversion or continuation; 


        (b)  the
aggregate amount and Type of the Advance which is to be converted or continued; and 



        (c)  the
amount and Type(s) of Advance(s) into which such Advance is to be converted or continued and, in the case of a conversion into or continuation of a LIBOR Advance,
the duration of the LIBOR Interest Period applicable thereto. 




        2.11    Changes in Interest Rate, Etc.    Each Prime Advance shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Advance is made or is converted from a LIBOR Advance into a Prime Advance pursuant to  Section 2.10 to but excluding the date it is paid or is
converted into a LIBOR Advance pursuant to  Section 2.10 hereof, at a rate per annum equal to the Prime Rate for such day. Changes in the rate of interest on that portion of any Advance
maintained as a Prime Advance will take effect simultaneously with each change in the Prime Rate. Each LIBOR Advance shall bear interest from and including the first day of the LIBOR Interest Period
applicable thereto to (but not including) the last day of such LIBOR Interest Period at the LIBOR Basis determined as applicable to such LIBOR Advance. 


        If,
on or prior to the first day of any LIBOR Interest Period, 



        (a)  the
Agent shall have reasonably determined (which determination shall be conclusive and binding) that by reason of circumstances affecting the London interbank market or
other Eurodollar market, as applicable, adequate and reasonable means do not exist for ascertaining the LIBOR Basis, or 



        (b)  the
Agent shall have reasonably determined (which determination shall be conclusive and binding) that the LIBOR Basis will not adequately and fairly reflect the cost to
the Lenders of such LIBOR Advance for such LIBOR Interest Period, 




then
the Agent shall forthwith give notice thereof to the Borrower, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the
obligations of the Lenders to allow new LIBOR Advances shall be suspended. 


        If,
after the date of this Agreement, the adoption of any applicable law, rule or regulations, or any change therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or the Lenders with any request or directive (whether or
not having the 


24





 




force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Lenders to make, maintain or fund LIBOR Loans, the Agent shall forthwith give
notice thereof to the Borrower, whereupon until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Lenders to allow LIBOR
Advances shall be suspended. If the Agent shall determine that the Lenders may not lawfully
continue to maintain any outstanding LIBOR Loans to maturity and shall so specify in such notice, such LIBOR Loans shall be immediately converted to a borrowing at the Prime Rate. 


        If,
after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent or the Lenders with any request or directive (whether or
not having the force of law) of any such authority, central bank or comparable agency: 



        (a)  shall
subject the Lenders to any tax, duty or other direct charge with respect to the LIBOR Loans or this Agreement or shall change the basis of taxation of payments to
the Lenders of the principal of or interest on LIBOR Loans or any other amounts due under this Agreement in respect to LIBOR Loans or the Lenders' obligations to allow LIBOR Advances (except for
changes in the rate of tax on the overall net income of any Lender imposed by the jurisdiction in which any Lender's principal executive office is located); or 


        (b)  shall
impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding with respect to any LIBOR Loan any such requirement included in an applicable LIBOR Reserve Percentage) against assets of, deposits with or for
the account of, or credit extended by, any Lender or shall impose on any Lender or the interbank market for Eurodollar deposits and other condition affecting LIBOR Loans, this Agreement or the
obligation of any Lender to allow LIBOR Advances; 




and
the result of any of the foregoing is to increase the cost to any Lender of allowing or maintaining LIBOR Loans or to reduce the amount of any sum received or receivable by any Lender under this
Agreement with respect thereto, by an amount deemed by the Agent, in its good faith judgment, to be material, then, within fifteen (15) days after demand by the Agent, the Borrower shall pay to
the Agent for the benefit of the Lenders such additional amount or amounts as will compensate the Lenders for such increased cost or reduction. The Agent will promptly notify the Borrower of any event
of which it has knowledge, occurring after the date hereof, which will entitle the Lenders to compensation pursuant to this paragraph. A certificate of the Agent claiming compensation under this
paragraph, setting forth the additional amount or amounts to be paid to it hereunder, and explaining in reasonable detail the estimates, data and calculations of such amount, shall be conclusive and
binding in the absence of manifest error. In determining such amount, the Agent may use any reasonable averaging and attribution methods. In lieu of paying the compensation to the Lenders described in
this paragraph, the Borrower may elect, promptly upon receiving notice from the Agent of the event entitling the Lenders to such compensation, to have any LIBOR Loan converted to a Prime Advance,
subject to the Borrower's payment of any Break-up Fee due as a result of such conversion. 


        2.12    Rates Applicable After Default; Late Fee.    Notwithstanding anything to the contrary contained in
Sections 2.9 or 2.10, during the continuance of a Default or Unmatured Default, the Agent may, at the option of the Required Lenders, by written notice to the Borrower (which notice may be
revoked at the option of the Required Lenders notwithstanding any provision of Section 9.2 requiring unanimous
consent of the Lenders to changes in interest rates), declare that no Advance may be made as, converted into or continued beyond its current term as a LIBOR Advance. During the continuance of a
Default, the Agent may, at the option of the Required Lenders, by prior written notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any 


25





 




provision of Section 9.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (a) each LIBOR Advance shall bear interest for the applicable LIBOR
Interest Period at a rate per annum equal to the lesser of (i) the rate otherwise applicable to such LIBOR Interest Period plus 4% per annum or (ii) the Maximum Rate, until such Default
shall have been cured and (b) each Prime Advance shall bear interest at a rate per annum equal to the lesser of (i) the Prime Rate otherwise applicable to the Prime Advance plus 4% per
annum or (ii) the Maximum Rate until such Default shall have been cured; provided that such rates shall become applicable automatically without notice to the Borrower if a Default occurs under  Section 8.7 or Section 8.8. 


        If
any principal or interest is not paid when due, the Borrower shall pay, on demand, a late charge of $.04 for each dollar of each installment which becomes past due for a period
exceeding ten (10) days to help defray the added expense incurred in handling said delinquent installment, provided that in the event any such late charge should be determined by a court of
competent jurisdiction to constitute interest, in no event shall such interest be due or payable in excess of the Maximum Rate. 


        2.13    Method of Payment.    All payments of the Obligations hereunder shall be made, without setoff, deduction, or
counterclaim, in immediately available funds to the Agent at the Agent's account specified pursuant to Article XIV, or at any other Lending
Installation of the Agent specified in writing by the Agent to the Borrower, by 1:00 p.m. (Dallas, Texas time) on the date when due and shall be applied ratably by the Agent among the Lenders.
Any payment received after 1:00 p.m. shall be processed as of the next Business Day. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent
to such Lender in the same type of funds that the Agent received at its account specified pursuant to Article XIV or at any Lending Installation
specified in a notice received by the Agent from such Lender promptly. If any payment received by the Agent is not delivered to a Lender by the closing of business on the same Business Day as received
by the Agent (with respect to payments received by 1:00 p.m., Dallas, Texas Time) or the next Business Day (with respect to payments received after 1:00 p.m., Dallas, Texas Time), such
Lender shall receive from the Agent interest at the Federal Funds Effective Rate on the payment. The Agent is hereby authorized to charge the specific account of the Borrower, if any, maintained with
Bank of America for such purpose, for each payment of principal, interest and fees as it becomes due hereunder. The Borrower shall not have any liability to any Lender for the failure of the Agent to
promptly deliver funds to any such Lender and shall be deemed to have made all such payments on the date the respective payment is made by the Borrower to the Agent provided that it is received by the
Agent no later than the time specified in this Section 2.13. 


        2.14    [Intentionally Deleted]    


        2.15    Notes; Telephonic Notices.    Each Lender is hereby authorized to record the principal amount of each of its
Loans and each repayment on the schedule attached to its Note, provided, however, that the
failure to so record shall not affect the Borrower's obligations under such Note. Each Lender's books and records, including without limitation, the information, if any, recorded by the Lender on the
schedule attached to its Note, shall be deemed to be prima facie correct absent manifest error. The Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Advances, effect
selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be an Authorized Officer. The Borrower
agrees to deliver promptly to the Agent a written confirmation signed by an Authorized Officer of each telephonic notice. If the written confirmation differs in any material respect from the action
taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error. 


        2.16    Interest Payment Dates; Interest and Fee Basis.    Interest accrued on each Advance shall be payable on each
Payment Date, commencing with the first such date to occur after the date hereof, and at the Facility Termination Date, whether by acceleration or otherwise. Interest accrued on each 


26





 




LIBOR Advance shall not be payable on any date on which the LIBOR Advance is prepaid (provided that nothing herein shall authorize a prepayment which is not otherwise permitted hereunder), or
converted to another LIBOR Advance or to a Prime Advance, as the case may be, but shall be payable on the next Payment Date. Interest, Unused Credit Fees and Facility Letter of Credit Fees shall be
calculated for actual days elapsed on the basis of a 360-day year. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment
is received prior to 1:00 p.m. (Dallas, Texas Time) at the place of payment, unless such Advance is repaid on the date that it was made. If any payment of principal of or interest on an
Advance shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be
included in computing interest in connection with such payment. 


        2.17    Notification of Advances, Interest Rates and Prepayments.    Promptly after receipt thereof (but in no event
later than the close of business (Dallas, Texas time) one Business Day prior to the proposed Borrowing Date for a Prime Advance or the close of business three Business Days prior to the proposed
Borrowing Date for a LIBOR Advance) the Agent will notify each Lender in writing by facsimile of the contents of each Borrowing Notice, Conversion/Continuation Notice, and prepayment notice received
by it hereunder. The Agent will notify each Lender and the Borrower of the interest rate applicable to each LIBOR Advance promptly upon determination of such interest rate and will give each Lender
and the Borrower prompt notice of each change in the Prime Rate. 


        2.18    Lending Installations.    Each Lender may book its Loans at any Lending Installation selected by such Lender
and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Notes shall be deemed held by each Lender for the benefit of
such Lending Installation. Each Lender may, by written or telex notice to the Agent and the Borrower, designate a Lending Installation through which Loans will be made by it and for whose account Loan
payments are to be made. 


        2.19    Non-Receipt of Funds By the Agent.    Unless the Borrower or a Lender, as the case may be,
notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (a) in the case of a Lender, the proceeds of a Loan or (b) in the case of the Borrower, a
payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may,
but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If the Borrower has not in fact made such payment to the Agent, the
recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date
such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such day. If a Lender has not in fact
made such payment to the Agent, the Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon in respect of each day during the period
commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Effective Rate for such date. If such
Lender does not make such payment upon the Agent's demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such amount to the Agent together with interest
thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at the rate applicable to the
relevant Loan. Nothing in this Section 2.19 shall be deemed to relieve any Lender from its obligation to fulfill any portion of its Commitment
hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder. 


27





 



        No
Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder, and each Lender shall be obligated to make the Loans provided to be made by
it hereunder, regardless of the failure of any other Lender to fulfill its Commitment hereunder. 


        2.20    Withholding Tax Exemption.    At least five Business Days prior to the first date on which interest or fees
are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the
Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under
this Agreement and the Notes without deduction or withholding of any United States federal income taxes and an Internal Revenue Service Form W-8 or W-9 or applicable
successor form, as the case may be, to establish an exemption from United States backup withholding tax. Each Lender which so delivers a Form 1001 or 4224 and Form W-8 or
W-9 further undertakes to deliver to each of the Borrower and the Agent two additional copies of such Form (or a successor form) on or before the date that such form expires (currently,
three successive calendar years for Form 1001 and one calendar year for Form 4224) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so
delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to
receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes and is exempt from backup withholding, unless an event (including without
limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with respect to it and such
Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax or is not exempt from backup withholding
tax. 


        2.21    Voluntary Reduction of Aggregate Commitment Amount.    Upon at least five (5) Business Days' prior
irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Agent, the Borrower shall have the right, without premium or penalty, to permanently reduce the Aggregate
Commitment provided that (a) the Borrower may not reduce the Aggregate Commitment below the Allocated Facility Amount at the time of such requested reduction, (b) any such partial
reduction shall be in the minimum aggregate amount of U.S. $5,000,000 or any integral multiple of $5,000,000 in excess thereof and (c) the Borrower may not reduce the Aggregate Commitment to an
amount less than $50,000,000. Any reduction of the Aggregate Commitment shall be applied pro rata to each Lender's Commitment. In addition, upon any such reduction, the Agent shall release such Hotel
Properties from the Collateral Pool as are requested by the Borrower in writing, provided such Hotel Properties released are acceptable to the Lenders in their sole discretion, and provided the
Borrower complies with Section 7.13 hereof and that all covenants and terms of this Agreement remain in compliance after such release. 



        2.22    Usury.    The Borrower, the Lenders, the Agent and all other parties to the Loan Documents intend to conform
to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Borrower and the Lenders (or any other party liable with respect to any of the
Obligations) are hereby limited by the provisions of this Section which shall override and control all such agreements, whether now existing or hereafter arising. In no way, nor in any event or
contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any Obligation), shall the interest taken, reserved, contracted for, charged,
chargeable, or received under this Agreement, a Note, any of the other Loan Documents, or otherwise, exceed the Maximum Rate. If, from any possible construction of any document, interest would
otherwise be payable in excess of the Maximum Amount, any such construction shall be subject to the provisions of this Section and such document shall ipso
facto be automatically reformed and the interest payable 


28





 




shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as
interest under applicable law and which would apart from this provision be in excess of the Maximum Amount, an amount equal to the amount which would have been excessive interest shall, without
penalty, be applied to the reduction of the principal amount owing on the Obligations in the inverse order of its maturity and not to the payment of interest, or be refunded to the Borrower or the
other payor thereof, at the election of such Lender in its sole discretion or as required by applicable law. The right to accelerate maturity of a Note or any other Indebtedness does not include the
right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and the Lenders do not intend to charge or receive any unearned interest in the event of
acceleration. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term
(including any renewal or extension) of such Indebtedness such that such interest does not exceed the Maximum Amount. As used in this Section, the term "applicable law" shall mean the laws of such
state or states whose laws are held by any court of competent jurisdiction to govern or the federal laws of the United States applicable to this transaction, whichever laws allow the greater interest,
as such laws now exist or may be changed or amended or come into effect in the future. 


        2.23    Application of Moneys Received by the Agent.    All moneys collected or received by the Agent on account of
the Facility directly or indirectly, shall be applied in the following order of priority: 



        (a)  to
the payment of all reasonable costs (including without limitation all costs payable to any Lender of which the Agent has been notified) incurred in the collection of
such moneys of which the Agent shall have given notice to the Borrower; 


        (b)  to
the reimbursement of any yield protection due to the Lenders in accordance with Section 4.1; 


        (c)  to
the payment of any fee due to the Issuing Bank pursuant to Section 3.8(b), to the Lenders pursuant to  Section 3.8(a) in connection with the
issuance of a Facility Letter of Credit, to the payment of the Amendment Fee to the Lenders, to the payment
of the Unused Credit Fee to the Lenders, if any of the same are then due, in accordance with their Percentages, and to the payment of the Agent's Fee to the Agent if then due; 



29











  



        (d)  (i) in
case the entire unpaid principal of the Loan shall not have become due and payable, the whole amount received as interest and Facility Letter of Credit Fee
then due to the Lenders (other than a Defaulting Lender) as their respective Percentages appear or (ii) in case the entire unpaid principal of the Loan shall have become due and payable, as a
result of a Default or otherwise, to the payment of the whole amount then due and payable on the Loan for principal, together with interest thereon at the Default Rate or the interest rate, as
applicable, to the Lenders (other than a Defaulting Lender) as their respective Percentages appear until paid in full; and 


        (e)  to
the payment of any sums due to each Defaulting Lender as their respective Percentages appear (provided that the Agent shall have the right to set-off
against such sums any amounts due from such Defaulting Lender). 



ARTICLE III  


 THE LETTER OF CREDIT SUBFACILITY  


        3.1    Obligation to Issue.    Subject to the terms and conditions of this Agreement and in reliance upon the
representations and warranties of the Borrower herein set forth, the Issuing Bank hereby agrees to issue for the account of the Borrower, one or more Facility Letters of Credit in accordance with this  Article III, from time to time during the period ending thirty (30) days prior to the Facility Termination Date. 



        3.2    Types and Amounts.    The Issuing Bank shall not, except with the prior written consent of all Lenders: 



        (a)  issue
any Facility Letter of Credit if the aggregate maximum amount then available for drawing under Letters of Credit issued by such Issuing Bank, after giving effect
to the Facility Letter of Credit requested hereunder, shall exceed any limit imposed by law or regulation upon such Issuing Bank
provided, in such event, the Borrower shall have the right to select (with the approval of the alternate Issuing Bank but not the other Lenders) an alternate Issuing Bank which shall be one of the
Lenders; 


        (b)  issue
any Facility Letter of Credit if, after giving effect thereto, the aggregate Facility Letter of Credit Obligations would exceed $10,000,000 or the Allocated
Facility Amount would exceed the Aggregate Commitment; 


        (c)  issue
any Facility Letter of Credit having an expiration date, or containing automatic extension provisions to extend such date, to a date which is less than thirty
(30) days preceding the Facility Termination Date; or 


        (d)  issue
any Facility Letter of Credit having an expiration date which is more than fifteen (15) months after the date of its issuance. 




        3.3    Conditions.    In addition to being subject to the satisfaction of the conditions contained in  Section 5.2 hereof, the
obligation of the Issuing Bank to issue any Facility Letter of Credit is subject to the satisfaction in full of the
following conditions: 



        (a)  the
Borrower shall have delivered to the Issuing Bank at such times and in such manner as the Issuing Bank may reasonably prescribe such documents and materials as may
be reasonably required pursuant to the terms of the proposed Facility Letter of Credit (it being understood that if any inconsistency exists between such documents and the Loan Documents, the terms of
the Loan Documents shall control) and the proposed Facility Letter of Credit shall be reasonably satisfactory to the Issuing Bank as to form and content; 



30





 

        (b)  as
of the date of issuance, no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain the Issuing
Bank from issuing the requested Facility Letter of Credit and no law, rule or regulation applicable to the Issuing Bank and no request or directive (whether or not having the force of law) from any
governmental authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of the requested
Facility Letter of Credit in particular, provided, in such event, the Borrower shall have the right to select an alternate Issuing Bank which shall be one of the Lenders; 


        (c)  there
shall not exist any Default or Unmatured Default; and 


        (d)  the
Borrower shall have paid those portions of the Facility Letter of Credit Fee referred to in Section 3.8 hereof
that are due on the Issuance Date. 




        3.4    Procedure for Issuance of Facility Letters of Credit.    



        (a)  The
Borrower shall give the Issuing Bank and the Agent at least five (5) Business Days' prior written notice of any requested issuance of a Facility Letter of
Credit under this Agreement substantially in the form of Exhibit I-3 attached hereto (a "Letter of Credit
Request") (except that, in lieu of such written notice, the Borrower may give the Issuing Bank and the Agent telephonic notice of such request if confirmed in writing by
delivery to the Issuing Bank and the Agent (i) by the close of business on such day (A) of a telecopy of the written notice required hereunder which has been signed by an Authorized
Officer, or (B) of a telex containing all information required to be contained in such written notice and (ii) promptly (but in no event later than the requested date of issuance) of the
written notice required hereunder containing the original signature of an Authorized Officer); such notice shall specify: 



        (1)  the
stated amount of the Facility Letter of Credit requested (which stated amount shall not be less than $50,000); 



        (2)  the
effective date (which day shall be a Business Day) of issuance of such requested Facility Letter of Credit (the "Issuance
Date"); 


        (3)  the
date on which such requested Facility Letter of Credit is to expire which date (exclusive of automatic extension periods so long as the Facility Letter of Credit
gives the Issuing Bank the right to issue a notice that the expiration date will not be extended) shall be a Business Day and shall in no event be later than the earlier of fifteen months after the
Issuance Date and thirty (30) days prior to the Facility Termination Date; 


        (4)  the
purpose for which such Facility Letter of Credit is to be issued (such purpose shall comply with the requirements of Section 7.2); 


        (5)  the
Person for whose benefit the requested Facility Letter of Credit is to be issued; and 


        (6)  any
special language required to be included in the Facility Letter of Credit. 




At
the time such request is made, the Borrower shall also provide the Agent and the Issuing Bank with a copy of the specific form, if any, of the Facility Letter of Credit that the Borrower is
requesting be issued, which shall be subject to the reasonable approval of the Issuing Bank and the Agent. Such notice, to be effective, must be received by such Issuing Bank and the Agent not later
than 2:00 p.m. (Dallas, Texas Time) on the last Business Day on which notice can be given under this Section 3.4(a). The Agent shall
promptly but in no event later than three (3) Business Days prior to the Issuance Date give a copy of the Letter of Credit Request to the other Lenders. The Borrower shall also deliver to the
Agent and the Issuing Bank the compliance certificate required in Section 5.2 together with each Letter of Credit Request. 



31





 

        (b)  Subject
to the terms and conditions of this Article III and provided that the applicable conditions set forth in  Section 5.2 hereof have been satisfied, such Issuing Bank shall, on the Issuance Date,
issue a Facility Letter of Credit on behalf of the
Borrower in accordance with the Letter of Credit Request and the Issuing Bank's usual and customary business practices unless the Issuing Bank has actually received (i) written notice from the
Borrower specifically revoking the Letter of Credit Request with respect to such Facility Letter of Credit, or (ii) written or telephonic notice from the Agent stating that the issuance of such
Facility Letter of Credit would violate Section 3.2. 


        (c)  The
Issuing Bank shall give the Agent and the Borrower written or telex notice, or telephonic notice confirmed promptly thereafter in writing, of the issuance of a
Facility Letter of Credit (the "Issuance Notice") and the Agent shall promptly give a copy of the Issuance Notice to the other Lenders. 



        (d)  The
Issuing Bank shall not extend or amend any Facility Letter of Credit (other than an automatic extension) unless the requirements of this Section 3.4 are met
as though a new Facility Letter of Credit was being requested and issued. 


        (e)  The
Issuing Bank shall give the Agent written or telex notice, or telephonic notice confirmed promptly thereafter in writing, of any extension or amendment of a Facility
Letter of Credit and the Agent shall promptly give a copy of such notice to the Lenders. 




        3.5    Reimbursement Obligations, Duties of Issuing Bank.    



        (a)  The
Issuing Bank shall promptly notify the Borrower and the Agent of any draw under a Facility Letter of Credit, and the Agent shall promptly notify the other Lenders
that such draw has occurred. Any such draw shall constitute an Advance of the Facility in the amount of the Reimbursement Obligation with respect to such Facility Letter of Credit and shall bear
interest from the date of the relevant drawing(s) under the pertinent Facility Letter of Credit at the Prime Rate until instructed otherwise by the Borrower in accordance with  Section 2.10 hereof;
provided that if any Default or an
Unmatured Default involving the payment of money exists at the time of any such drawing(s), then the Borrower shall reimburse the Issuing Bank for drawings under a Facility Letter of Credit issued by
the Issuing Bank no later than the next succeeding Business Day after the payment by the Issuing Bank and until repaid such Reimbursement Obligation shall bear interest from the date funded at the
Default Rate. 


        (b)  Any
action taken or omitted to be taken by the Issuing Bank under or in connection with any Facility Letter of Credit, if taken or omitted in the absence of willful
misconduct or gross negligence, shall not put the Issuing Bank under any resulting liability to the Borrower or any Lender or, provided that such Issuing Bank has complied with the procedures
specified in Section 3.4, relieve a Lender of its obligations hereunder to the Issuing Bank. In determining whether to pay under any Facility
Letter of Credit, the Issuing Bank shall have no obligation relative to the Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been
delivered in compliance, and that they appear to comply on their face, with the requirements of such Letter of Credit. 




        3.6    Participation.    



        (a)  Immediately
upon issuance by the Issuing Bank of any Facility Letter of Credit in accordance with the procedures set forth in  Section 3.4, each Lender shall be deemed to have irrevocably and unconditionally
purchased and received from the Issuing Bank, without recourse,
representation or warranty, an undivided interest and participation equal to such Lender's Percentage in such Facility Letter of Credit (including, without limitation, all obligations of the Borrower
with respect thereto) and any security therefor or guaranty pertaining thereto. Each Lender's obligation to make further Loans to the Borrower (other than any payments such Lender 



32





 


is required to make under subparagraph (b) below) or issue any Facility Letters of Credit on behalf of the Borrower shall be reduced by such Lender's Percentage of the undrawn portion of each
Facility Letter of Credit outstanding, as well as any outstanding Reimbursement Obligations. 


        (b)  In
the event that the Issuing Bank makes any payment under any Facility Letter of Credit and the Borrower shall not have repaid such amount to the Issuing Bank pursuant
to Section 3.7 hereof, the Issuing Bank shall promptly notify the Agent, which shall promptly notify each Lender of the same, and each Lender
shall within one (1) Business Day unconditionally pay to the Agent for the account of the Issuing Bank the amount of such Lender's Percentage of the unreimbursed amount of such payment, and the
Agent shall promptly pay such amount to the Issuing Bank. Notwithstanding the foregoing, unless the Borrower shall notify the Agent of the Borrower's intent to repay the Reimbursement Obligation on
the date of the related drawing under any Facility Letter of Credit, such Reimbursement Obligation shall simultaneously with such drawing be converted to and become a Prime Loan as set forth in  Section 2.10. The failure of any Lender to make available to the Agent for the account of any Issuing Bank its Percentage of the unreimbursed
amount of any such payment shall not relieve any other Lender of its obligation hereunder to make available to the Agent for the account of such Issuing Bank its Percentage of the unreimbursed amount
of any payment on the date such payment is to be made, but no Lender shall be responsible for the failure of any other Lender to make available to the
Agent its Percentage of the unreimbursed amount of any payment on the date such payment is to be made. Any Lender which fails to make any payment required pursuant to this  Section 3.6(b) shall be
deemed to be a Defaulting Lender hereunder. 


        (c)  If
the Issuing Bank receives a payment on account of a Reimbursement Obligation, including any interest thereon, the Issuing Bank shall promptly pay to the Agent and the
Agent shall promptly pay to each Lender which has funded its participating interest therein, in immediately available funds, an amount equal to such Lender's Percentage thereof. 



        (d)  Upon
the request of the Agent or any Lender, an Issuing Bank shall furnish to the Agent or such Lender copies of any Facility Letter of Credit to which that Issuing Bank
is party and such other documentation as may reasonably be requested by the Agent or such Lender. 


        (e)  The
obligations of a Lender to make payments to the Agent for the account of each Issuing Bank with respect to a Facility Letter of Credit shall be absolute,
unconditional and irrevocable, not subject to any counterclaim, set-off, qualification or exception whatsoever other than a failure of any such Issuing Bank to comply with the terms of
this Agreement relating to the issuance of such Facility Letter of Credit and shall be made in accordance with the terms and conditions of this Agreement under all circumstances. 




        3.7    Payment of Reimbursement Obligations.    



        (a)  The
Borrower agrees to pay to the Agent for the account of each Issuing Bank the amount of all Advances for Reimbursement Obligations, interest and other amounts payable
to such Issuing Bank under or in connection with any Facility Letter of Credit when due irrespective of any claim, set-off, defense or other right which the Borrower may have at any time
against any Issuing Bank or any other Person, under all circumstances, including without limitation any of the following circumstances: 



          (i)  any
lack of validity or enforceability of this Agreement or any of the other Loan Documents. 


        (ii)  the
existence of any claim, setoff, defense or other right which the Borrower may have at any time against a beneficiary named in a Facility Letter of Credit or any
transferee of any Facility Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, the Issuing Bank, any Lender, or any other Person, whether in connection with this 




33





 






Agreement, any Facility Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Borrower and the beneficiary named in
any Facility Letter of Credit); 



        (iii)  any
draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect of
any statement therein being untrue or inaccurate in any respect; 


        (iv)  the
surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or 


        (v)  the
occurrence of any Default or Unmatured Default. 




        (b)  In
the event any payment by the Borrower received by the Issuing Bank or the Agent with respect to a Facility Letter of Credit and distributed by the Agent to the
Lenders on account of their participations is thereafter set aside, avoided or recovered from the Agent or the Issuing Bank in connection with any receivership, liquidation, reorganization or
bankruptcy proceeding, each Lender which received such distribution shall, upon demand by the Agent, contribute such Lender's Percentage of the amount set aside, avoided or recovered together with
interest at the rate required to be paid by the Issuing Bank or the Agent upon the amount required to be repaid by the Issuing Bank or the Agent. 




        3.8    Compensation for Facility Letters of Credit.    



        (a)  The
Borrower shall pay to the Agent, for the ratable account of the Lenders, based upon the Lenders' respective Percentages, a per annum fee (the
"Facility Letter of Credit Fee") with respect to each Facility Letter of Credit that is equal to the Applicable Margin for LIBOR Loans multiplied by the
face amount of the Facility Letter of Credit. The Facility Letter of Credit Fee relating to any Facility Letter of Credit shall be due and payable in arrears in equal installments (except for the
first payment which may be a partial payment based on the proportionate share of the quarter then remaining) for any Facility Letter of Credit then outstanding, on the first day of the months of
April, July, October and January, during the term of the Facility, and, to the extent any such fees are then due and unpaid, on the Facility Termination Date such unpaid fees shall be due and payable
in full. The Agent shall promptly remit such balance of the Facility Letter of Credit Fees, when paid, to the Lenders (including the Issuing Bank) in accordance with their respective Percentages
thereof. The Borrower shall not have any liability to any Lender for the failure of the Agent to promptly deliver funds to any such Lender and shall be deemed to have made all such payments on the
date the respective payment is made by the Borrower to the Agent, provided such payment is received by the time specified in Section 2.16 hereof. 



        (b)  In
addition to the Facility Letter of Credit Fee, the Issuing Bank shall receive solely for its own account a "fronting fee" in an amount equal to the greater of
(i) .125% of the face amount of each Facility Letter of Credit and (ii) $250.00, payable by the Borrower on the Issuance Date for each such Facility Letter of Credit. The Issuing Bank
shall also be entitled to receive its reasonable out-of-pocket
costs and the Issuing Bank's standard charges of issuing, amending and servicing Facility Letters of Credit and processing draws thereunder. 




        3.9    Letter of Credit Collateral Account.    The Borrower hereby agrees that it will, if required pursuant to the
terms of a Facility Letter of Credit or Section 9.1, maintain a special collateral account (the "Letter of Credit Collateral Account") at the
Agent's office at the address specified pursuant to Section 14.1, in the name of the Borrower but under the sole dominion and control of the
Agent, for the benefit of the Lenders, and in which the Borrower shall have no interest other than as set forth in Section 9.1. Such Letter of
Credit Collateral Account shall be funded to the extent required by Section 9.1. In addition to the foregoing, the Borrower hereby grants to the
Agent, for the benefit of the Lenders, a properly perfected security interest in and to the Letter of Credit Collateral Account, 


34





 


any funds that may hereafter be on deposit in such account and the proceeds thereof. The Borrower agrees to execute a security agreement and such other documents as the Agent may require in
connection therewith. 


ARTICLE IV  


 CHANGE IN CIRCUMSTANCES  



        4.1    Yield Protection.    If, after the date hereof, any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, or the compliance of any Lender therewith, 



        (a)  subjects
any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal, state
and local income, franchise or similar taxes on the overall income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its
loans, Facility Letters of Credit or other amounts due it hereunder, or 


        (b)  imposes
or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR
Advances), or 


        (c)  imposes
any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining loans or
reduces any amount receivable by any Lender or any applicable Lending Installation in connection with loans, or requires any Lender or any applicable Lending Installation to make any payment
calculated by reference to the amount of loans held, Letters of Credit issued or participated in, or interest received by it, by an amount reasonably deemed material by such Lender then, 


        (d)  within
fifteen (15) days of written demand by such Lender pursuant to Section 4.4, the Borrower shall pay such
Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans and its Commitment. 




        4.2    Changes in Capital Adequacy Regulations.    If the amount of capital required or expected to be maintained by
each Lender, the Lending Installations of the Lenders or the corporations controlling the Lenders (as the case may be) is increased as a result of a Change (as hereinafter defined), then, within
fifteen days of written demand by such Lender pursuant to Section 4.4, the Borrower shall pay each such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion on such increased capital which such Lender determines is attributable to this Agreement, its Loans, its interest in the Facility Letters of
Credit, or its obligation to make Loans hereunder or participate in or issue Facility Letters of Credit (after taking into account such Lender's policies as to capital adequacy).
"Change" means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or
change in any other law, rule, regulation, policy, guideline, interpretation, or directive of any Governmental Authority having jurisdiction after the date of this Agreement which affects the amount
of capital required or reasonably expected to be maintained by each of the Lenders or the Lending Installations, or the corporations controlling such Lenders, (as the case may be).
"Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of
this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988
report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital
Standards," including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement. 


35





 

        4.3    Funding Indemnification.    If any payment of a LIBOR Advance occurs on a date which is not the last day of the
applicable LIBOR Interest Period, whether because of acceleration, prepayment or otherwise, or a LIBOR Advance is not made on the date specified by the Borrower for any reason, the Borrower will pay
to the Agent for the benefit of the applicable Lenders the Break-up Fee upon the Borrower's receipt of the written notice pursuant to  Section 4.5. 


        4.4    Lender Statements, Survival of Indemnity.    To the extent reasonably possible, each Lender shall designate an
alternate Lending Installation with respect to its LIBOR Loans and shall take other measures in its discretion to reduce any liability of the Borrower to such Lender under  Sections 4.1 and 
4.2 or to avoid the unavailability of a Type of a LIBOR Advance under Section 2.11, so long as
such designation or other measure is not disadvantageous to such Lender. Each Lender shall deliver a written statement of such Lender to the Agent and to the Borrower as to the amount due, if any,
under Sections 4.1, 4.2 or 4.3. Such written
statement shall set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest
error. Determination of amounts payable under such Sections in connection with a LIBOR Loan shall be calculated as though each Lender funded its LIBOR Loan through the purchase of a deposit of the
type and maturity corresponding to the deposit used as a reference in determining the LIBOR Rate applicable to such Loan, whether in fact that is the case or not. Unless otherwise provided herein, the
amount specified in the written statement shall be payable on demand after receipt by the Borrower of the written statement. The obligations of the Borrower under  Sections 4.1, 4.2 and 4.3 shall survive payment
of the Obligations and termination of this Agreement for a period of one year. 


        4.5    Limitation on the Borrower's Liability.    The Borrower shall not be obligated to compensate any Lender
pursuant to Sections 4.1, 4.2 or 4.3 for any
amounts attributable to a period more than one year prior to such Lender's written notice under Section 4.4 of its intention to seek compensation
under Sections 4.1, 4.2 or 4.3. 


ARTICLE V  


 CONDITIONS PRECEDENT  


        5.1    Conditions to Closing.    This Agreement shall not be effective unless and until (a) the Borrower shall
have paid all fees then due and payable to the Lenders, the Agent and the Arranger hereunder, and (b) the Borrower shall have furnished to the Agent, in form and substance satisfactory to the
Lenders and their counsel and with sufficient copies for the Lenders, the following: 



        (a)  The
duly executed originals of the Loan Documents (all of which must have been reviewed by and acceptable to the Agent) including this Agreement, the Notes, the Guaranty
Agreements, the Environmental Indemnity and the Modification Agreements; 


        (b)  Certified
copies of the articles of incorporation, limited partnership certificate, limited liability company agreement or other organizational document of the Borrower,
each Guarantor, each Subsidiary and each Qualified Borrower, to the extent applicable, with all amendments and certified by the appropriate governmental officer of the state of organization as of a
recent date; 


        (c)  Certificates
of good standing for the Borrower, each Guarantor, each Subsidiary and each Qualified Borrower certified by the appropriate governmental officer of the
state of organization, and foreign qualification certificates for the Borrower and each Guarantor, certified by the appropriate governmental officer, for each jurisdiction where any assets are located
and each other jurisdiction where the failure to so qualify or be licensed (if required) would have a Material Adverse Effect; 



36







  



        (d)  Copies,
certified by an officer of the Borrower, each Guarantor, each Subsidiary and each Qualified Borrower, as applicable, of each of the foregoing Persons' respective
by-laws, partnership agreement, operating agreement or similar document, to the extent applicable, together with all amendments thereto; 



        (e)  An
incumbency certificate, executed by an Authorized Officer of the Borrower, which shall identify by name and title and bear the signature of the Persons authorized to
sign the Loan Documents and to make borrowings hereunder on behalf of the Borrower, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing
by the Borrower; 


        (f)    Copies,
certified by the Secretary or Assistant Secretary, of RFS Investors (as the sole general partner of the Borrower) Board of Directors' resolutions (and
resolutions of other bodies, if any are deemed necessary by counsel for any Lender) authorizing on behalf of the Borrower as its sole general partner the Advances provided for herein and the
execution, delivery and performance of the Loan Documents to be executed and delivered by the Borrower hereunder; 


        (g)  A
written opinion of the Borrower's and each Guarantor's counsel, addressed to the Lenders in substantially the form of  Exhibit B hereto; 


        (h)  A
certificate, signed by an officer of RFS Investors, as the sole general partner of the Borrower, stating that on the Closing Date no Default or Unmatured Default has
occurred and is continuing and that all representations and warranties of the Borrower contained herein are true and correct as of the Closing Date as and to the extent set forth herein and that the
Borrower is in compliance with all covenants, terms and conditions of this Agreement and the other Loan Documents; 


        (i)    A
pro forma compliance certificate as of September 30, 2002 in the form attached hereto as Exhibit C; 


        (j)    Evidence
that all parties whose consent is required for the Borrower to execute the Loan Documents have provided such consents; and 


        (k)  Current
UCC-11, judgment and tax lien searches acceptable to the Agent. 




        5.2    Conditions to Each Advance, Issuance of Facility Letter of Credit and Continuation/ Conversion.    The
following conditions must be satisfied as a condition precedent to the making of an Advance, the issuance of a Facility Letter of Credit, or the continuation of a LIBOR Advance or conversion of an
existing Advance into a LIBOR Advance: 



        (a)  There
exists no Default or Unmatured Default; 


        (b)  The
representations and warranties contained in Article VI are true and correct as of such Borrowing Date,
Issuance Date, or date of conversion and/or continuation as and to the extent set forth therein, except to the extent any such representation or warranty is stated to relate solely to an earlier date,
in which case such representation or warranty shall be true and correct on and as of such earlier date and except for Property Breaches, in which case the compliance certificate shall contain a
calculation of the financial covenants with and without including the Hotel Property with respect to which there is a Property Breach and demonstrate compliance with such covenants both with and
without inclusion of such Hotel Property; 


        (c)  All
legal matters incident to the making of such Advance shall be reasonably satisfactory to the Lenders and their counsel; 


        (d)  Written
money transfer instructions, in substantially the form of Exhibit E hereto, addressed to the Agent and signed by an Authorized Officer, together with such
other related money transfer authorizations as the Agent may have reasonably requested; and 



37





 




        (e)  Such
approvals, opinions and documents pertaining to any Advance requested by or on behalf of a Qualified Borrower as the Agent may require have been provided. 




        Each
Borrowing Notice, Letter of Credit Request, and Conversion/Continuation Notice shall constitute a representation and warranty by the Borrower that the conditions contained in  Sections 5.2(a) and
(b) have been satisfied. 


        5.3    Conditions to Secured Collateral Pool.    No Hotel Property may henceforth be included in the Secured
Collateral Pool until the Agent has received, with respect to each such Hotel Property, each of the
following documents or information, which documents and information shall in all respects be acceptable in form and substance to the Agent and the Lenders and their counsel: 



        (a)    Security Documents.    Such Security Documents as the Agent shall require including, without limitation, a
Mortgage in recordable form duly executed by the Borrower in form and content acceptable to the Agent and its counsel and giving the Agent a first priority lien on said Hotel Property subject only to
those easements or encumbrances consented to in writing by the Agent ("Permitted Exceptions"). 


        (b)    Security Agreements.    Security Agreements duly executed by the Borrower, granting to the Agent a first
priority security interest in all furniture, furnishings, equipment, fixtures, supplies, inventory, accounts, licenses, franchise agreements, general intangibles and other personal property of every
kind and description used in connection with the ownership, operation and or management of each such Hotel Property, together with (i) acknowledgment copies of financing statements
(UCC-1's) duly filed under the Uniform Commercial Code of all jurisdictions necessary or, in the opinion of the Agent, desirable to perfect the security interests created by the Security
Agreements; and (ii) certified copies of requests for information (form UCC-11's) identifying all of the financing statements on file with respect to the Borrower, each Guarantor,
any Qualified Borrower and the Lessee, as applicable, indicating that no party claims an interest in any of the personal property composing part of the Collateral. At the Agent's option, the Security
Agreements may be contained in the Mortgages. 


        (c)    Evidence of Due Authorization of Security Documents and Corporate or Partnership Good Standing.    Certified
copies of all partnership or corporate action, as applicable, taken by each party executing a Mortgage, Security Agreement, Assignments of Rents and Leases, UCC-1 financing statements, and
all other Loan Documents and other instruments, certificates or agreements required by the Agent, including resolutions of its board of directors or appropriate partnership action, as applicable,
authorizing the execution, delivery and performance of the Security Documents and evidence of the good standing of each party to each of the Security Documents under their respective state's
organization and any other state the Agent deems necessary or appropriate. 


        (d)    Assignments of Rents and Leases.    The Assignment of Rents and Leases with respect to each such Hotel Property
duly executed by the Borrower, which assignments may be contained in the Mortgages at the Agent's option. 


        (e)    Franchise Agreements.    Copies of the franchise agreement under which each such Hotel Property will be
operated, a copy of the franchisor's most recent inspection report, and, unless waived by the Agent, a letter from each franchisor agreeing to give notices to the Agent of any defaults by the
franchisee. 


        (f)    Leases.    Copies of each Lease and any service agreements relating to each such Hotel Property, all of which
shall be acceptable in form and content to the Agent. 


        (g)    Subordinations.    Subordination agreement(s) duly executed by the Lessee under the Leases subordinating the
Leases to the Mortgages. 



38





 




        (h)    Management Agreements.    Copy of any management agreement for any Hotel Property subject to a management
agreement providing for management by a company satisfactory to the Agent, and an assignment to the Agent of any such management agreement, as well as the subordination thereof and management fees
thereunder to the Mortgage for the subject Hotel Property, and the consent of the manager thereto, all in form and content acceptable to the Agent and its counsel. 



        (i)    Surveys.    An ALTA (or its equivalent acceptable to the Agent) as-built survey of each such Hotel
Property from a licensed surveyor acceptable to the Agent, the Agent's counsel and the title insurance company. The survey must be sufficient in form and content so that the title insurance company
will issue an ALTA mortgagee's title insurance policy in which the standard boundary, encroachment and survey exceptions have been deleted. The survey for any Secured Collateral Pool Property acquired
by the Borrower after the date hereof must be dated within ninety (90) days prior to the issuance of the title policy and be certified to the Agent and the title insurance company in form
acceptable to the Agent. The survey must show all easements or restrictions reflected as exceptions in the title insurance policies and must not show any matters affecting a particular Hotel Property
which is objectionable to the Agent. The survey shall indicate whether any part of the particular Hotel Property is located within a flood plain area. 


        (j)    Title Insurance Policies.    A mortgagee title insurance policy with respect to each such Hotel Property in an
amount equal to fifty-five percent (55%) of the Value as of the date the applicable Hotel Property is accepted into the Collateral Pool, naming the Agent as the insured party, showing no
liens against such Hotel Property except for the Mortgage and reflecting fee simple title to the Hotel Property in the Borrower, subject to no exceptions except for Permitted Exceptions. Such policy
shall be issued by a title insurance company acceptable to the Agent, and shall contain affirmative coverage as to survey matters, and such other affirmative coverage or endorsements (including,
without limitation, so-called tie-in endorsement or equivalent thereof acceptable to the Agent) as may be reasonably required by the Agent. 


        (k)    Environmental Audits.    An ASTM Phase I ESA for each such Hotel Property, performed and issued by a nationally
recognized environmental audit firm, or as otherwise mutually agreed upon by the Borrower and the Agent, addressed to the Agent as a party entitled to rely thereon, dated not more than six
(6) months prior to the date the applicable Hotel Property is accepted into the Collateral Pool, reflecting no indication of adverse environmental conditions at the subject Hotel Property,
including, without limitation, asbestos, and including a certification that the Hotel Property is not located on, and has not disturbed, a protected wetlands area. 


        (l)    Physical Inspections.    A report of an independent inspecting engineering firm satisfactory to the Agent as to
the physical condition of each such Hotel Property reflecting a condition of such Hotel Property acceptable to the Agent and the independent satisfaction of the Agent with the physical condition of
the Hotel Property pursuant to the on-site inspection of officers of the Agent, for which inspections such officers shall be permitted access to the Hotel Property during reasonable hours.
All out of pocket expenses incurred by the Agent in connection with such inspections shall be payable on demand by the Borrower. 


        (m)    Certificates of Insurance.    Each of (i) a current certificate of insurance as to the insurance
maintained by the Borrower on such Hotel Property (including flood insurance if necessary) from the insurer or an independent insurance broker dated as of the date of determination, identifying
insurers, types of insurance, insurance limits, and policy terms (which certificate may evidence inclusion of such Hotel Property under a "blanket" policy maintained by the Borrower);
(ii) certified copies of all policies evidencing such insurance (or certificates therefor signed by the insurer or an agent authorized to bind the insurer); and (iii) such further 



39





 





information and certificates from the Borrower, its insurers and insurance brokers as the Agent may request. 


        (n)    Appraisals.    Any existing appraisal of each such Hotel Property which the Borrower may have access to. (Upon
any Default or Unmatured Default the Agent may order an appraisal on any or all Collateral Pool Properties at the Borrower's expense prepared by an MAI appraiser acceptable to the Agent). 


        (o)    Environmental Indemnity.    An Environmental Indemnity Agreement in form and content satisfactory to the Agent
and its counsel, executed by the Borrower, with respect to each such Hotel Property. 


        (p)    Opinion of Counsel.    The favorable opinion of counsel for the Borrower qualified to practice in the State in
which the Hotel Property is located, addressed to Agent as to the enforceability against the Borrower of the Security Documents, as applicable, and all other documents to be delivered by such entities
and, with respect to the Borrower, specifically opining as to the existence and sufficiency of consideration for the Security Documents to be signed by it, each such opinion letter to be in form and
content acceptable to the Agent, and opining as to such other matters as the Agent may request. 


        (q)    Independent Market Study.    An independent market study acceptable to the Agent on each such Hotel Property. 



        (r)    Certificate of Occupancy; As Built Plans and Specifications.    To the extent available or obtainable, a copy
of the certificate of occupancy for such Hotel Property, or other evidence satisfactory to the Agent that no certificate of occupancy is necessary to the use and occupation thereof, together with a
copy of as-built plans and specifications for such Hotel Property, showing all improvements thereon to the fullest extent available to the Borrower or in the Borrower's possession. 


        (s)    Zoning Compliance.    A zoning letter or certificate from the appropriate local official (or other evidence
satisfactory to the Agent) confirming that the use of the Hotel Property is in compliance with zoning regulations or is an otherwise permitted use, and other evidence reasonably satisfactory to the
Agent that in case of casualty the improvements could be rebuilt in substantially the manner existing prior to such casualty. 


        (t)    Permit Assurances.    Evidence by the Borrower or the Borrower's agents or representatives reasonably
satisfactory to the Agent that all activities being conducted on such Hotel Property which require federal, state or local licenses or permits have been duly licensed and that such licenses or permits
are in full force and effect. 


        (u)    Operating Statements.    Operating statements for such Hotel Property in form acceptable to the Agent covering
each of the last twelve (12) consecutive calendar months (or, if twelve (12) calendar months have not passed since completion of construction of such Hotel Property, an operating
statement for each quarter since such completion) ending immediately prior to the addition of such Hotel Property to the Secured Collateral Pool; provided, however, that if twelve (12) calendar
months have not passed since the Borrower acquired title to the Hotel Property, such operating statements for periods prior to the Borrower's ownership as are in the Borrower's possession or
reasonably obtainable by the Borrower. 


        (v)    Doing Business Opinion or Title Endorsement.    For Hotel Properties located in such states as the Agent may
designate, either (i) an opinion, dated the date of the inclusion of each such Hotel Property in the Secured Collateral Pool, of legal counsel acceptable to the Agent qualified to practice in
the state in which such Hotel Property is located, or (ii) a doing-business endorsement to the title insurance policy required by  Section 5.3 (j) hereof, each to the effect that




40





 





neither the Agent nor any Lender shall be required to qualify to do business in such state or any political subdivision thereof or to become liable to pay any taxes in such state or any political
subdivision thereof solely on account of the receipt of the security title or lien on such Hotel Property securing the Obligations, such opinion or endorsement to be satisfactory to the Agent, subject
to practices customary in such state with respect to the scope and substance of such opinion or endorsement. 



        (w)    Photographs.    Photographs of the Hotel Property, and a listing of amenities. 


        (x)    Legal Description.    A legal description of the Hotel Property. 


        (y)    Site Plan.    A site plan. 


        (z)    Location Map.    A location map with the Hotel Property clearly identified thereon. 



        (aa)    Borrowing Base.    The Cost and Implied Value for each Hotel Property from which the Borrowing Base can be
determined. 


        (bb)    Pro forma Compliance Certificate.    A pro forma compliance certificate in the form attached hereto as  Exhibit C.



        (cc)    Other Documents.    Such other approvals, opinions, information or documents as the Agent may request, it
being understood that all Hotel Properties now or hereafter being considered for inclusion in the Secured Collateral Pool must be acceptable to the Lenders. 




        If
at any time the Agent reasonably determines, in its sole discretion, that a Hotel Property should be removed from the Secured Collateral Pool, whether due to environmental concerns
which have changed or become known since the date of inclusion in the Secured Collateral Pool, casualty or otherwise, the Agent shall so notify the Borrower in writing and such Hotel Property shall
thereafter no longer be considered part of the Secured Collateral Pool, nor included in the calculation of the Borrowing Base. Any such Hotel Property so removed from the Secured Collateral Pool shall
upon written request from the Borrower be released by the Agent from the lien of any Mortgage provided there is then existing no Default or Unmatured Default hereunder and the provisions of  Section 7.13 hereof have been complied with. In addition, the Borrower may substitute another Hotel Property for the one removed from the Secured
Collateral Pool provided such new Hotel Property is acceptable to the Lenders and all conditions precedent to the inclusion of such Hotel Property in the Secured Collateral Pool have been complied
with including, without limitation, the provisions of Section 7.13 hereof. 


        5.4    Conditions to Negative Collateral Pool.    No Hotel Property may be included in the Negative Collateral Pool
until the Agent has received, with respect to each such Hotel Property, each of the following documents or information, which documents and information shall in all respects be acceptable in form and
substance to the Agent and the Lenders and their counsel: 



        (a)    Negative Pledge.    The Negative Pledge Agreement. 


        (b)    UCC Searches.    Certified copies of requests for information (form UCC-11) identifying all of the
financing statements on file with respect to the Borrower, the Guarantors, any Qualified Borrower and the Lessee, as applicable, indicating that no Person claims an interest in any of the personal
property belonging to the Borrower and located on or at the Hotel Property. 


        (c)    Evidence of Due Authorization and Corporate or Partnership Good Standing.    Certified copies of all
partnership or corporate action, as applicable, taken by each party executing a Negative Pledge Agreement, and all other Loan Documents and other instruments, certificates or agreements required by
the Agent, including resolutions of its board of directors or appropriate partnership action, as applicable, authorizing the execution, delivery and performance of the Negative Pledge Agreement and
evidence of the good standing of each party to each Negative 



41





 





Pledge Agreement under their respective state's organization and any other state the Agent deems necessary or appropriate. 


        (d)    Franchise Agreements.    Copies of the franchise agreement under which each such Hotel Property will be
operated, a copy of the franchisor's most recent inspection report, and, unless waived by the Agent, a letter from each franchisor agreeing to give notices to the Agent of any defaults by the
franchisee. 


        (e)    Leases.    Copies of each Lease and any service agreements relating to each such Hotel Property all of which
shall be acceptable in form and content to the Agent. 


        (f)    Management Agreements.    Copy of any management agreement for any Hotel Property subject to a management
agreement providing for management by a company satisfactory to the Agent, and an assignment to the Agent of any such management agreement, all in form and content acceptable to the Agent and its
counsel. 


        (g)    Title Insurance Policies; Updated Searches.    Copies of any owner's title insurance policy with respect to
each such Hotel Property showing no liens encumbering such Hotel Property and reflecting fee simple title to the Hotel Property in the Borrower, subject to no exceptions except for Permitted
Exceptions. The Borrower shall also provide updated title searches or abstracts sufficient to allow the Agent to determine the Hotel Property is unencumbered as of the date hereof. 



        (h)    Environmental Audits.    Any existing hazardous materials report site assessment for each such Hotel Property,
reflecting no indication of adverse environmental conditions at the subject Hotel Property, including, without limitation, asbestos, and including a certification that the Hotel Property is not
located on, and has not disturbed, a protected wetlands area. 


        (i)    Physical Inspections.    Any existing report of an inspecting engineering firm as to the physical condition of
each such Hotel Property reflecting a condition of such Hotel Property acceptable to the Agent and the independent satisfaction of the Agent with the physical condition of the Hotel Property pursuant
to the on-site inspection of officers of the Agent, for which inspections such officers shall be permitted access to the Hotel Property during reasonable hours. All out of pocket expenses
incurred by the Agent in connection with such inspections shall be payable on demand by the Borrower. 


        (j)    Appraisals.    Any existing appraisal of each such Hotel Property which the Borrower may have access to. (Upon
any Default or Unmatured Default the Agent may order an appraisal on any or all Collateral Pool Properties at the Borrower's expense prepared by an MAI appraiser acceptable to the Agent). 



        (k)    Environmental Indemnity.    An Environmental Indemnity Agreement in form and content satisfactory to the Agent
and its counsel, executed by the Borrower, with respect to each such Hotel Property. 


        (l)    Operating Statements.    Operating statements for such Hotel Property acceptable to the Agent covering each of
the last twelve (12) consecutive calendar months (or, if twelve (12) calendar months have not passed since completion of construction of such Hotel Property, an operating statement for
each quarter since such completion) ending immediately prior to the addition of such Hotel Property to the Negative Collateral Pool; provided, however, that if twelve (12) calendar months have
not passed since the Borrower acquired title to the Hotel Property, such operating statements for periods prior to the Borrower's ownership as are in the Borrower's possession or reasonably obtainable
by the Borrower. 



42











  



        (m)    Photographs.    Photographs of the Hotel Property, and a listing of amenities. 


        (n)    Legal Description.    A legal description of the Hotel Property. 



        (o)    Site Plan.    A site plan. 


        (p)    Location Map.    A location map with the Hotel Property clearly identified thereon. 


        (q)    Independent Market Study.    An independent market study acceptable to the Agent. 



        (r)    Borrowing Base.    The Cost and Implied Value for each Hotel Property from which the Borrowing Base can be
determined. 


        (s)    Pro forma Compliance Certificate.    A pro forma compliance certificate in the form attached hereto as  Exhibit C.



        (t)    Other Documents.    Such other approvals, opinions, information or documents as the Agent may request. 




        If
at any time the Agent reasonably determines, in its sole discretion, that a Hotel Property should be removed from the Negative Collateral Pool, whether due to environmental concerns
which have changed or become known since the date of inclusion in the Negative Collateral Pool, casualty or otherwise, the Agent shall so notify the Borrower in writing and such Hotel Property shall
thereafter no longer be considered part of the Negative Collateral Pool, nor included in the calculation of the Borrowing Base. Any such Hotel Property so removed from the Negative Collateral Pool
shall upon written request from the Borrower be released from the Negative Pledge Agreement applicable thereto provided there is then existing no Default or Unmatured Default hereunder, and the
provisions of Section 7.13 hereof have been complied with. In addition, the Borrower may substitute another Hotel
Property for the one removed from the Negative Collateral Pool provided such Hotel Property is acceptable to the Lenders and all conditions precedent to the inclusion of such Hotel Property in the
Negative Collateral Pool have been complied with. 


ARTICLE VI  


 REPRESENTATIONS AND WARRANTIES  


        The Borrower and each Guarantor each represent and warrant to the Lenders that as of the date hereof, and as of each Borrowing Date, Issuance Date and each
conversion and/or continuation (except as otherwise disclosed to and approved by the Required Lenders): 



        6.1    Existence.    They are duly organized, validly existing and in good standing under the laws of the State of
Tennessee, with their principal places of business in Memphis, Tennessee, and are duly qualified as a foreign partnership or corporation (as applicable), properly licensed (if required), in good
standing and have all requisite authority to conduct their business in each jurisdiction in which either owns Hotel Properties and, except where the failure to be so qualified or to obtain such
authority would not have a Material Adverse Effect, in each other jurisdiction in which their business is conducted. Each of their Subsidiaries, Qualified Borrowers and Investment Affiliates is duly
organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite authority to conduct its business in each jurisdiction in which it owns Hotel
Property, and except where the failure to be so qualified or to obtain such authority would not have a Material Adverse Effect, in each other jurisdiction in which it conducts business. 


        6.2    Authorization and Validity.    They have the power and authority and legal right to execute and deliver the
Loan Documents and to perform their respective obligations thereunder. The execution and delivery by them of the Loan Documents and the performance of their obligations thereunder have been duly
authorized by proper proceedings, and the Loan Documents constitute legal, valid and binding obligations of the Borrower and each Guarantor enforceable against them in accordance with 


43





 




their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law). 



        6.3    No Conflict; Government Consent.    Neither the execution and delivery by them of the Loan Documents, nor the
consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate in any material respect any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on, respectively, the Borrower, any Guarantor or any of their Subsidiaries or Qualified Borrowers or any of such entities' articles of incorporation, by-laws,
certificates of limited partnership, partnership agreements or operating agreements, as the case may be, or the
provisions of any indenture, declaration of trust, instrument or agreement to which any entity is a party or is subject, or by which it, or its Hotel Property, is bound, or conflict with or constitute
a default thereunder, or result in the creation or imposition of any Lien in, of or on the Hotel Property of such entity pursuant to the terms of any such indenture, instrument or agreement. No order,
consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is
required to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Loan Documents. 


        6.4    Financial Statements; Material Adverse Change.    The most recent consolidated financial statements of the
Borrower, each Guarantor and their Subsidiaries delivered to the Lenders prior to the date that this representation is made were prepared in accordance with GAAP in effect on the date such statements
were prepared and fairly present the consolidated financial condition and operations of the Borrower, each Guarantor and their Subsidiaries at such date and the consolidated results of their
operations for the period then ended. Since the date of such financial statements, there has been no change in the business, property, results of operations or financial condition of the Borrower, any
Guarantor or their Subsidiaries which have or could be reasonably expected to have a Material Adverse Effect. 


        6.5    Taxes.    The Borrower, each Guarantor and their Subsidiaries, and any Qualified Borrowers, have filed all
United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by, respectively,
the Borrower, any Guarantor, any of their Subsidiaries or any Qualified Borrowers, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided.
No tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of the Borrower, each Guarantor and their Subsidiaries,
and to the Borrower's and each Guarantor's collective knowledge, their Qualified Borrowers in respect of any taxes or other governmental charges are adequate. 


        6.6    Litigation and Contingent Obligations.    Except as set forth on  Schedule 6, there is no litigation, arbitration,
governmental investigation or proceeding pending or, to the knowledge of any Guarantor's
officers, threatened, in a writing received by the Borrower, any Guarantor, a Subsidiary, or a Qualified Borrower, against or affecting the Borrower, any Guarantor or any of their Subsidiaries,
Qualified Borrowers or Investment Affiliates which, if adversely determined, would have a Material Adverse Effect. Except as disclosed on  Schedule 7, they have no material contingent obligations
not provided for or disclosed in the financial statements referred to in  Section 7.1, which would have or could be reasonably expected to have a Material Adverse Effect. 



        6.7    Subsidiaries.    Schedule 1 hereto contains an accurate
list of all of the presently existing Subsidiaries and Investment Affiliates of the Borrower and each Guarantor, setting forth their respective jurisdictions of formation, the percentage of their
respective Capital Stock owned by them or their Subsidiaries, properties owned and a description of its business and with respect to Investment Affiliates, whether such Investment Affiliate
constitutes a Qualified Borrower. All of the issued and 


44





 




outstanding shares of Capital Stock of such Subsidiaries and, to the Borrower's and each Guarantor's collective knowledge, such Investment Affiliates have been duly authorized and issued and are
fully paid and non-assessable. 


        6.8    ERISA.    The Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed $1,000,000.
Neither the Borrower nor any Guarantor, nor any other member of the Controlled Group has incurred any withdrawal liability to Multiemployer Plans in excess of $250,000 in the aggregate. If withdrawals
from all Multiemployer Plans occurred, the liability would not exceed $250,000. Each Plan and, to the Borrower's and each Guarantor's collective knowledge, each Multiemployer Plan, complies in all
material respects with all applicable requirements of law and regulations and the Borrower, each Guarantor and all members of the Controlled Group have complied in all material respects with ERISA and
the Code with respect to each Plan. No Reportable Event has occurred with respect to any Plan, neither the Borrower nor any Guarantor nor any other member of the Controlled Group has withdrawn from
any Plan or Multiemployer Plan or initiated steps to do so, and no steps have been taken to reorganize or terminate any Plan or, to the Borrower's or any Guarantor's collective knowledge,
Multiemployer Plan. Neither the Borrower nor any Guarantor nor any member of the Controlled Group has any Plans or is a party to any collective bargaining agreements other than those listed on  Schedule 3. There is no accumulated funding deficiency (as defined in Section 412 of the
Code or Section 302 of ERISA) outstanding which could reasonably be expected to have a Material Adverse Effect, there is no lien outstanding
under Section 412 of the Code or Section 302 of ERISA with respect to assets of the
Borrower or any Guarantor or any member of the Controlled Group and no requirement to provide security under Section 401(a)(29) of the Code or  Section 307 of ERISA has been or is reasonably expected to be imposed on assets of the Borrower, any Guarantor or any member of the Controlled
Group. No liability to the PBGC or the Internal Revenue Service with respect to any Plan or Multiemployer Plan or trust related thereto has been or is reasonably expected to be incurred by the
Borrower or any Guarantor or any member of the Controlled Group which could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Guarantor nor any member of the
Controlled Group has any contingent liability with respect to any post-retirement benefits under any "welfare plan" (as defined in  Section 3(l) of ERISA) nor withdrawal liability or exit fee or
charge with respect to any such post-retirement benefits under any
welfare plan which could reasonably be expected to have a Material Adverse Effect. Throughout the term of the Loan, neither the Borrower nor any Guarantor is and none will be an "employee benefit
plan" as defined in Section 3(32) of ERISA or a "governmental plan" within the meaning of  Section 3(3) of ERISA, none of the assets of the
Borrower or any Guarantor will constitute "plan assets" of one or more plans for purposes of
Title I of ERISA, and neither the Borrower nor any Guarantor will be subject to state statutes applicable to Borrower or any Guarantor regulating investments and fiduciary obligations with
respect to governmental plans. 


        6.9    Accuracy of Information.    All factual information heretofore or contemporaneously furnished by or on behalf
of the Borrower, any Guarantor or any of their Subsidiaries or any Investment Affiliates, or Qualified Borrowers, to the Agent or any Lender for purposes of or in connection with this Agreement or any
transaction contemplated hereby is, and all other such factual information hereafter furnished by or on behalf of the Borrower, any Guarantor or any of their Subsidiaries, any Investment Affiliates or
Qualified Borrowers to the Agent or any Lender will be, true and accurate (taken as a whole) on the date as of which such information is dated or certified and not incomplete by omitting to state any
material fact necessary to make such information (taken as a whole) not misleading at such time. There are no facts, events or conditions directly and specifically affecting the Borrower, any
Guarantor, their Subsidiaries or any Investment Affiliate or Qualified Borrower known to the Borrower or any Guarantor and not disclosed to the Agent or not disclosed in the information furnished by
or on behalf
of the Borrower, any Guarantor, their Subsidiaries or any Investment Affiliates or Qualified Borrowers, which, in the aggregate, have or could be reasonably expected to have a Material Adverse Effect. 


45





 



        6.10    Regulation U.    They do not hold any margin stock (as defined in Regulation U). 



        6.11    Material Agreements.    Neither they nor any Subsidiary or Investment Affiliate or Qualified Borrower is in
default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could have a
Material Adverse Effect, or (ii) except as disclosed on Schedule 8 any agreement or instrument evidencing or governing Indebtedness. 


        6.12    Compliance With Laws.    Except as set forth in  Schedule 5, they and their Subsidiaries and any Investment Affiliates
and Qualified Borrowers have complied in all material respects, to their
collective knowledge, with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over
the conduct of their respective businesses or the ownership of their respective Hotel Property except where such non-compliance would not have a Material Adverse Effect. Except as
disclosed on Schedule 5, neither the Borrower, nor any Guarantor, nor any Subsidiary, nor any Investment Affiliate nor any Qualified Borrower,
has received any written notice to the effect that its operations are not in material compliance with any of the requirements of applicable federal, state and local environmental, health and safety
statutes and regulations or the subject of any federal or state remedial action responding to a release of any toxic or hazardous waste or substance into the environment, which
non-compliance or remedial action could have a Material Adverse Effect. 


        6.13    Ownership of Collateral Pool Properties.    On the date of this Agreement, the Borrower will have good title,
free of all Liens other than Permitted Liens, to all of the Collateral Pool Properties as identified on Exhibits G and H. 



        6.14    Investment Company Act.    Neither Borrower, nor any Guarantor nor any Subsidiary or any Investment Affiliate
or Qualified Borrower is an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended. 


        6.15    Public Utility Holding Company Act.    Neither Borrower, nor any Guarantor nor any Subsidiary nor any
Investment Affiliate or Qualified Borrower is a "holding company" or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935, as amended. 


        6.16    Solvency.    



        (a)  Immediately
after the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of such Loans,
(a) the fair value of the assets of the Borrower, the Guarantors and their Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated,
contingent or otherwise, of the Borrower, the Guarantors and their Subsidiaries on a consolidated basis; (b) the present fair saleable value of all property of the Borrower, the Guarantors and
their Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Borrower, the Guarantors and their Subsidiaries on a consolidated
basis on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) the Borrower, the Guarantors and their
Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and
(d) the Borrower, the Guarantors and their Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date hereof. 


        (b)  They
do not intend to, or to permit any of their Subsidiaries, Investment Affiliates or Qualified Borrowers to incur debts beyond their ability to pay such debts as they
mature, taking 



46





 





into account the timing of and amounts of cash to be received by them or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of their Indebtedness or the
Indebtedness of any such Subsidiary. 




        6.17    Insurance.    While any of the Obligations remain outstanding the Borrower shall procure and maintain or shall
cause to be procured and maintained continuously in effect, policies of insurance in form and amounts and issued by companies, associations or organizations licensed to do business in the states in
which the Collateral Pool Properties are located, with a Best's Rating of no less than A, XII and otherwise satisfactory to the Agent covering such casualties, risk, perils, liabilities and other
hazards reasonably required by the Agent. All original policies, or certificates thereof, and endorsements and renewals thereof shall be delivered to and retained by the Agent unless the Agent waives
this requirement in writing. All policies shall expressly protect or recognize the Lenders' interests as required by the Agent. Without limiting the generality of the foregoing, the Borrower shall
provide or cause to be provided the following types of insurance coverage: 



        (a)  Until
repayment and/or fulfillment of the Obligations: (i) property insurance on a "special causes of loss" replacement cost basis (or fire, extended coverage and
difference in conditions basis) including flood, earthquake and sinkhole coverages in amount equal to the replacement cost of the Collateral Pool Properties, naming the Agent as mortgagee and
loss/payee under a standard form mortgagee clause; (ii) Comprehensive General Liability Insurance (including contractual liability, owners and contractors protective coverages,
products & completed operations, personal & advertising injury liability, fire damage, legal liability and alienated premises coverage) and Comprehensive Auto Liability
Insurance in a minimum amount of $20,000,000 per each occurrence; (iii) Statutory Workers' Compensation and Employer's Liability Insurance in the minimum amounts of $1,000,000 each accident,
$1,000,000 each employee-disease, $1,000,000 policy limit-disease; and (iv) Rent loss insurance against loss of income by reason of any hazard covered under the insurance required under this
subparagraph (a) in an amount sufficient to avoid any co-insurance penalty, but in any event for not less than two (2) years gross receipts from all sources of income from
the Collateral Pool Properties. 


        (b)  Such
additional insurance as may be reasonably required by the Agent from time to time in the event that any of the Collateral Pool Properties are exposed to hazards and
risks with respect to which the Agent deems the existing insurance inadequate to properly protect its interests. 




        All
policies of insurance shall have attached thereto a lender's loss payable endorsement for the benefit of the Agent as loss payee, in form satisfactory to the Agent. The Borrower
shall furnish the Agent with a certified copy of an original or a certificate of insurance of all policies of insurance required. All policies or certificates, as the case may be, of insurance shall
set forth the coverage, the limits of liability, the name of the carrier, the policy number, the Bests' Rating of the carrier and the period of coverage. In addition, all policies of insurance
required under the terms hereof shall (i) contain an endorsement or agreement by the insurer that any loss shall be payable in accordance with the terms of such policy, notwithstanding any act
or negligence of the Borrower or any party holding under the Borrower which might otherwise result in a forfeiture of said insurance and the further agreement of the insurer waiving all rights of
setoff, counterclaim or deductions against the Borrower, (ii) indemnify the Agent against losses due to its sole or contributory negligence. At least twenty (20) days prior to the
expiration of each required policy, the Borrower shall deliver to the Agent evidence of the renewal or replacement of such policy, continuing such insurance in their form as required by this
agreement. All such policies shall contain a provision that notwithstanding any contrary agreement between the Borrower and the applicable insurance company, such policies will not be canceled,
allowed to lapse without renewal, surrendered or amended (which provision shall include any reduction in the scope or limits of coverage) without at least thirty (30) days prior written notice
to the Agent. 


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        6.18    NYSE and REIT Status.    RFS Investors' common stock is listed on the New York Stock Exchange and there is no
proceeding pending to delist said stock, and RFS Investors is qualified as a real estate investment trust and currently is in compliance with all applicable provisions of the Code. 


        6.19    Environmental Matters.    Except as disclosed in  Schedule 4, after due inquiry and investigation in accordance with
good commercial or customary practices, without regard to whether the Agent or
the Lenders have or hereafter obtain any knowledge or report of the environmental condition of any of the Collateral Pool Properties, each of the following representations and warranties is true and
correct except to the extent that the facts and circumstances giving rise to any such failure to be so true and correct, in the aggregate, could not reasonably be expected to have a Material Adverse
Effect: 



        (a)  During
the period of the Borrower's and/or the Guarantors' ownership of the Collateral Pool Properties, the Collateral Pool Properties have not been used for industrial
or manufacturing purposes, for landfill, dumping or other waste disposal activities or operations, for generation, storage, use, sale, treatment, processing, recycling or disposal of any Hazardous
Material in violation of any applicable Environmental Requirement, for underground or aboveground storage tanks, or for any other use that could give rise to the release of any Hazardous Material on
any of the Collateral Pool Properties; to the best of their knowledge, no such use of any of the Collateral Pool Properties occurred at any time prior to the period of their ownership; and to the best
of their knowledge, no such use on any adjacent property occurred at any time prior to the date hereof; and to the best of their knowledge, there is no Hazardous Material, storage tank (or similar
vessel) whether underground or otherwise, sump or well currently on any of the Collateral Pool Properties; 


        (b)  they
have received no notice and have no knowledge of any Environmental Claim regarding any of the Collateral Pool Properties or any adjacent property; 



        (c)  the
present conditions, uses and activities on the Collateral Pool Properties do not violate any Environmental Requirement and the uses of the Collateral Pool Properties
which Borrower (and each tenant and subtenant, if any) makes and intends to make of the Properties comply and will comply with all applicable Environmental Requirements; and neither they, nor to their
knowledge, any tenant or subtenant, has obtained or is required to obtain any permit or other authorization to construct, occupy, operate, use or conduct any activity on any of the Collateral Pool
Properties by reason of any Environmental Requirement; 


        (d)  None
of the Collateral Pool Properties appear on the National Priorities List or any other list or database of hotels maintained by any local, state or federal agency or
department showing Collateral Pool Properties which are known to contain or which are suspected of containing a Hazardous Material; and 


        (e)  They
have never applied for and been denied environmental impairment liability insurance coverage relating to any of the Collateral Pool Properties. 



48











   
        6.20    Licenses, Etc.    The Borrower, each Guarantor, their Subsidiaries, and any Qualified Borrowers or
Investment
Affiliates have obtained and hold in full force and effect, all material trademarks, trade names, copyrights, licenses, permits, certificates, authorizations, qualifications, accreditations,
easements, rights of way and other rights consents and approvals which are necessary for the operation of the Collateral Pool Properties. 



        6.21    Judgments.    There are no judgments, decrees, or orders of any kind against the Borrower, any Guarantor,
their Subsidiaries, any Qualified Borrowers or any Investment Affiliates unpaid of record which would have a Material Adverse Effect. 


        6.22    Lessee; Property Manager.    Except as set forth on  Schedule 9, as of the date hereof, the Lessee and manager of each
Collateral Pool Property is RFS Leasing. 



        6.23    Updated Schedules.    The Borrower will, at the Agent's request, update any or all of the Schedule(s) to this
Agreement by delivery to the Agent of such revised Schedule(s) and, from and after the date of delivery of such updated Schedule(s) to the Agent, and its approval by the Required Lenders, the
representations and warranties of the Borrower hereunder shall be deemed to reflect such revised Schedule, provided, however, in no event may the Borrower cure any Default hereunder by substituting a
revised Schedule for one that was incorrect when submitted. 


        6.24    Collateral Pool Properties.    Exhibits G and H hereto
contain a complete and accurate list of Hotel Properties in the Secured Collateral Pool and in the Negative Collateral Pool as of the Closing Date, and as supplemented from time to time. With respect
to each such Collateral Pool Property, the Borrower hereby represents and warrants as follows except to the extent disclosed in writing to the Lenders and approved by the Required Lenders (which
approval shall not be unreasonably withheld): 



        (a)  No
portion of any improvement on each Collateral Pool Property is located in an area identified by the Secretary of Housing and Urban Development or any successor
thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located
within any such area, the Borrower has obtained and will maintain the insurance prescribed in Section 6.17 hereof. 


        (b)  The
Borrower, or the Lessee, has obtained all material certificates, licenses and other approvals, governmental and otherwise, necessary for the operation of each
Collateral Pool Property and the conduct of its business and all required zoning, building code, land use, environmental and other similar permits or approvals which it is required to maintain, all of
which are in full force and effect as of the date hereof and not subject to revocation, suspension, forfeiture or modification. 



        (c)  To
the Borrower's knowledge, each Collateral Pool Property and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances
(without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, laws relating to the disabled including, but not limited to, the Americans with Disabilities Act
to the extent applicable, and other similar laws ("Applicable Laws"). 


        (d)  Each
Collateral Pool Property is served by all utilities required for the current or contemplated use thereof. All utility service is provided by public utilities and
each Collateral Pool Property has accepted or is equipped to accept such utility service. 



        (e)  All
public roads and streets necessary for service of and access to each Collateral Pool Property for the current or contemplated use thereof have been completed, are
serviceable and all-weather and are physically and legally open for use by the public. 


        (f)    Each
Collateral Pool Property is served by public water and sewer systems or, if any Collateral Pool Property is not serviced by a public water and sewer system, such
alternate systems 



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are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems. 


        (g)  The
Borrower is not aware of any latent or patent structural or other significant deficiency of any Collateral Pool Property. Each Collateral Pool Property is free of
damage and waste that would materially and adversely affect the value thereof, is in good repair and there is no deferred maintenance other than ordinary wear and tear. Each Collateral Pool Property
is free from damage caused by fire or other casualty. There is no pending or, to the actual knowledge of Borrower threatened condemnation proceedings affecting any Collateral Pool Property, or any
part thereof. 


        (h)  To
the Borrower's knowledge, all liquid and solid waste disposal, septic and sewer systems located on any Collateral Pool Property are in a good and safe condition and
repair and to the Borrower's knowledge, in compliance with all Applicable Laws with respect to such systems. 


        (i)    All
improvements on each Collateral Pool Property lie within the boundaries and building restrictions of the legal description of record of each Collateral Pool
Property, no such improvements encroach upon easements benefitting any Collateral Pool Property other than encroachments that do not materially adversely affect the use or occupancy thereof, and no
improvements on adjoining properties encroach upon any Collateral Pool Property or easements benefitting any Collateral Pool Property other than encroachments that do not materially adversely affect
the use or occupancy thereof. All amenities, access routes or other items that materially benefit each Collateral Pool Property are under direct control of the Borrower, constitute permanent easements
that benefit all or part of each Collateral Pool Property or are public property, and each Collateral Pool Property, by virtue of such easements or otherwise, is contiguous to a physically open,
dedicated all weather public street, and has the necessary permits for ingress and egress. 


        (j)    There
are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting any
Collateral Pool Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. 


        (k)  Each
Collateral Pool Property is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or
improvements not constituting a part of such lot or lots, and no other land or improvements is assessed and taxed together with any Collateral Pool Property or any portion thereof. 



        (l)    Each
Collateral Pool Property is operated in compliance with a franchise agreement entered into with a franchise chain approved by the Lenders, and the Borrower is not
in default under any of the terms thereof. 


        (m)  A
breach of any of the representations and warranties contained in this Section 6.24 with respect to a Collateral
Pool Property shall disqualify, unless otherwise approved by the Required Lenders, such Collateral Pool Property from being in the Collateral Pool but shall not constitute a Default (unless the
elimination of such Collateral Pool Property from the Collateral Pool results in a Default under one of the other provisions of this Agreement). 



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ARTICLE VII  


 COVENANTS  


        During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing: 



        7.1    Financial Reporting.    The Borrower and each Guarantor will maintain, for themselves and each Subsidiary, and
shall cause each Qualified Borrower and Investment Affiliate to maintain, a system of accounting established and administered in accordance with GAAP, and shall furnish to the Lenders: 



        (a)  As
soon as available, but in any event not later than forty-five (45) days after the close of each fiscal quarter, for the Borrower and each Guarantor
an unaudited consolidated balance sheet as of the close of each such period and the related unaudited consolidated statements of income and retained earnings and of cash flows of the Borrower, the
Guarantors and their Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year,
including, without limitation, a list of all contingent liabilities, all certified by the Borrower's and each Guarantor's chief financial officer or chief accounting officer, and, for each Guarantor,
as soon as available, but in any event not later than ninety (90) days after the close of each fiscal year, similar audited financial statements prepared by a public accounting firm acceptable
to the Agent; 


        (b)  As
soon as available, but in any event not later than forty-five (45) days after the close of each fiscal quarter, for the Borrower, each Guarantor
and their Subsidiaries, related reports in form and substance satisfactory to the Lenders, all certified by the Borrower's and each Guarantor's chief financial officer or chief accounting officer,
including a statement of Funds From Operations, Adjusted EBITDA, a listing of capital expenditures (in the level of detail as disclosed in the Borrower's most recent Form 10Q), a report listing
and describing all Collateral Pool Properties included in either the Secured or Negative Collateral Pools, including, without limitation, each Collateral Pool Property's name, franchise affiliations,
lessee name and address, Adjusted Cash Flow, Borrowing Base, Cost, Property Operating Income, Adjusted EBITDA, lease payments, real estate taxes, calculation of the Capital Expenditure Reserve Amount,
management fees, occupancy rates, square footage, date acquired or completed, and such other information as may be requested to evaluate the quarterly compliance certificate delivered as provided
below; 


        (c)  As
soon as publicly available but in no event later than the date such reports are to be filed with the Securities Exchange Commission, copies of all Form 1OKs
and 1OQs. In addition, Borrower shall give written notice of (and, upon the Agent's request, copies of) each 8K and other annual, quarterly, monthly or other reports, registration statements and any
other public information which the Borrower, any Guarantor or any of their Subsidiaries files with the Securities Exchange Commission and to the extent any of such reports contains information
required under the other subsections of this Section 7.1, the information need not be furnished separately under the other subsections; 


        (d)  As
soon as available, but in any event not later than ninety (90) days after the close of each fiscal year of the Borrower, each Guarantor and their Subsidiaries,
reports in form and substance satisfactory to the Lenders, certified by their respective Authorized Officers containing Property Operating Income for each Collateral Pool Property; 


        (e)  Not
later than forty-five (45) days after the end of each of the first three fiscal quarters, and not later than ninety (90) days after the end
of the fiscal year, a compliance certificate in substantially the form of Exhibit C hereto signed by the Borrower's and each Guarantor's chief
financial officer or chief accounting officer confirming that the Borrower and each Guarantor are in compliance with all of the covenants of the Loan Documents, showing the calculations and 



51





 





computations necessary to determine compliance with the financial covenants contained in this Agreement (including such schedules and backup information as may be necessary to demonstrate such
compliance) and stating that to such officer's best knowledge, no other Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof; 


        (f)    As
soon as possible and in any event within ten (10) Business Days after the Borrower or any Guarantor knows that any Reportable Event has occurred with respect
to any Plan, a statement, signed by an Authorized Officer, describing said Reportable Event and within twenty (20) days after such Reportable Event, a statement signed by such Authorized
Officers describing the action which they propose to take with respect thereto; and within ten (10) Business Days of receipt, any notice from the Internal Revenue Service, PBGC or Department of
Labor with respect to a Plan regarding any excise tax, proposed termination of a Plan, prohibited transaction or fiduciary violation under ERISA or the Code which could result in any liability to the
Borrower or any Guarantor or any member of the Controlled Group in excess of $100,000; and within ten (10) Business Days of filing, any Form 5500 filed by the Borrower or any Guarantor
with respect to a Plan, or any member of the Controlled Group which includes a qualified accountant's opinion; 


        (g)  As
soon as possible and in any event within thirty (30) days after receipt by the Borrower or any Guarantor, a copy of (i) any notice or claim to the
effect that the Borrower or any Guarantor or any of their Subsidiaries or Qualified Borrowers or Investment Affiliates is or may be liable to any Person as a result of the release by such entity, or
any of its Subsidiaries, or any other Person of any toxic or hazardous waste or substance into the environment, and (ii) any notice alleging any violation of any federal, state or local
environmental, health or safety law or regulation by the Borrower, any Guarantor or any of their Subsidiaries or Qualified Borrowers or Investment Affiliates, which, in either case, could be
reasonably likely to have a Material Adverse Effect; 


        (h)  Promptly
upon the furnishing thereof to the partners of the Borrower or shareholders of any Guarantor, copies of all financial statements, reports and proxy statements
so furnished; 


        (i)    Promptly
upon the distribution thereof to the press or the public, copies of all press releases; 



        (j)    As
soon as possible, and in any event within ten (10) days after the Borrower or any Guarantor knows of any fire or other casualty or any pending or threatened
condemnation or eminent domain proceeding with respect to all or any portion of any Collateral Pool Property, a statement signed by an Authorized Officer of the Borrower or any Guarantor, describing
such fire, casualty or condemnation and the action the Borrower intends to take with respect thereto; 


        (k)  Promptly
upon the giving of any notices of default under any of the Leases, copies of all such notices; 



        (l)    Not
later than forty-five (45) days after the end of each quarter, an unaudited financial statement for each Qualified Borrower that is not a
Subsidiary and has received an Advance (including, without limitation, a balance sheet, income statement, statement of sources and uses of funds and listing of contingent liabilities), certified by an
Authorized Officer; 


        (m)  As
soon as possible and in any event within thirty (30) days prior to the commencement of each calendar year, the Borrower shall supply a detailed capital
expenditure budget for that calendar year for each Collateral Pool Property, all in form and detail acceptable to the Required Lenders; and 



52





 




        (n)  Such
other information (including, without limitation, financial statements for the Borrower or any Guarantor and non-financial information) as the Agent or
any Lender may from time to time reasonably request. 




        7.2    Use of Proceeds.    (a) The Borrower will use the proceeds of the Advances and the Facility Letters of
Credit for the general business purposes of the Borrower, including working capital needs, closing costs, and interim or other financing for acquisitions of new Hotel Properties, construction of new
Hotel Properties or capital improvements or renovations of existing improvements on Hotel Properties, and to repay outstanding Indebtedness; and (b) the Borrower will not, nor will it permit
any Qualified Borrower or any Subsidiary to, use any of the proceeds of the Advances (i) to purchase or carry any "margin stock" (as defined in
Regulation U) or (ii) to fund any tender offer for all or substantially all of another Person's outstanding Capital Stock registered with the Securities and Exchange Commission under the
Securities Act of 1933, unless such Person shall have consented to such tender offer prior to its commencement and the Required Lenders shall have consented to such use of the proceeds of such
Advance. 


        7.3    Notice of Default.    The Borrower and each Guarantor will give, and will cause each of their Subsidiaries and
each Qualified Borrower to give, prompt notice in writing to the Lenders of the occurrence of any Default or Unmatured Default and of any other development, financial or otherwise, which could be
reasonably likely to have a Material Adverse Effect. 



        7.4    Conduct of Business.    The Borrower and each Guarantor will do, and will cause each of their Subsidiaries and
Qualified Borrowers to do, all things necessary to remain duly incorporated and/or duly qualified, validly existing and in good standing as a real estate investment trust, corporation, general
partnership, limited liability company or limited partnership, as the case may be, in its jurisdiction of incorporation/formation. The Borrower will maintain all requisite authority to conduct its
business in each jurisdiction in which the Collateral Pool Properties are located and, except where the failure to be so qualified would not have a Material Adverse Effect, in each jurisdiction
required to carry on and conduct its businesses in substantially the same manner as it is presently conducted, and, specifically, neither the Borrower nor any Guarantor nor their Subsidiaries nor any
Qualified Borrowers will undertake, or be allowed to undertake, any business other than the acquisition, development, ownership, management, operation and leasing of Hotel Properties and ancillary
businesses specifically related thereto, except that the Borrower, the Guarantors and their Subsidiaries and any Qualified Borrowers may invest in the following assets or property
("Non-Conforming Investments"), subject to such limitations as are hereinafter set forth: 



        (a)  unimproved
land; 


        (b)  other
non-income producing property holdings (excluding cash and Cash Equivalents that are hereby deemed conforming) and income producing properties other
than Hotel Properties or other investments not considered the Borrower's primary course of business; 


        (c)  stock
holdings (excluding stock holdings in Subsidiaries and Investment Affiliates engaged in the Borrower's primary course of business that are hereby deemed
conforming); 


        (d)  mortgages;
and 


        (e)  Joint
Ventures and partnerships (excluding those investments in Investment Affiliates engaged in the Borrower's primary course of business that are hereby deemed
conforming). 




        The
total investment (i.e. amounts actually expended as of such date) in Non-Conforming Investments and investments in conforming joint ventures and partnerships in the
aggregate shall never exceed 25% of Total Assets. Moreover, the total investment (i.e. amounts actually expended as of such date) in Non-Conforming Investments in the aggregate shall never
exceed 15% of Total Assets; provided, however, no (individual) investment in any Non-Conforming Investment described in 


53





 


subsections (a)—(e) above may exceed ten percent (10%) of Total Assets. In addition, the total aggregate amount of all budgeted costs (whether or not actually expended) for Hotel
Properties under development shall never exceed 10% of Total Assets. Finally, the total investment in the aggregate by the Borrower in Joint Ventures, partnerships and other Investment Affiliates
engaged in the Borrower's primary course of business that are hereby deemed conforming shall never exceed 25% of Total Assets; provided, however, with respect to each of the investments by the
Borrower in Joint Ventures, partnerships and other Investment Affiliates engaged in the Borrower's primary course of business that are hereby deemed conforming and/or nonconforming which would cause
the total investment in such entities to exceed 15% of Total Assets (but be less than 25% of Total Assets), Borrower shall be required to be in control (from a voting standpoint) of each such Joint
Venture, partnership or other Investment Affiliate engaged in the Borrower's primary course of business. 


        7.5    Taxes.    The Borrower and each Guarantor will pay, and will cause each of their Subsidiaries and Qualified
Borrowers to pay, when due all taxes, assessments and governmental charges and levies upon them of their income, profits or properties, except those which are being contested in good faith by
appropriate proceedings and with respect to which adequate reserves have been set aside. 


        7.6    Insurance.    



        (a)  The
Borrower and each Guarantor will, and will cause each of their Subsidiaries and Qualified Borrowers to, maintain with financially sound and reputable insurance
companies insurance on all its Collateral Pool Properties in such amounts and covering such risks as is consistent with sound business practice and in compliance with the representation in  Section 6.17, and the Borrower will furnish to the Agent or any Lender upon request full information as to the insurance carried.
 


        (b)  The
Borrower will promptly notify the Agent if there has been a termination of any insurance policy or a material change in coverage or of the credit rating of the
insurer providing such coverage. 




        7.7    Compliance with Laws.    The Borrower and each Guarantor will, and will cause each of their Subsidiaries and
Qualified Borrowers to, be in material compliance, with all laws, rules and regulations and with all final orders, writs, judgments, injunctions, decrees or awards to which they may be subject. 



        7.8    Maintenance of Collateral Pool Properties.    The Borrower and each Guarantor will, and will cause each of
their Subsidiaries, Qualified Borrowers, and the Lessee to, do all things necessary to maintain, preserve, protect and keep the Collateral Pool Properties in good repair, working order and condition,
and make all necessary and proper repairs, renewals and replacements so that their businesses carried on in connection therewith may be properly conducted at all times. 


        7.9    Inspection.    Upon reasonable notice, the Borrower and each Guarantor will, and will cause each of their
Subsidiaries and Qualified Borrowers and the Lessees to, permit the Lenders, by their respective representatives and agents, to inspect any of the Hotel Properties, books and financial records of the
Borrower and each Guarantor and each of their Subsidiaries and Qualified Borrowers and the Lessee, to examine and make copies of the books of accounts and other financial records of the Borrower and
each Guarantor and each of their Subsidiaries, Qualified Borrowers and the Lessee, and to discuss the affairs, finances and accounts of the Borrower and each Guarantor and each of their Subsidiaries,
Qualified Borrowers and lessees of Hotel Properties, and to be advised as to the same by, their respective officers at such reasonable times during normal business hours and reasonable intervals as
the Lenders may reasonably designate. 


        7.10    Maintenance of Status.    RFS Investors shall at all times (a) maintain the listing of its common stock
on the New York Stock Exchange and not take any action that results in a proceeding to delist such stock, and (b) maintain its status as a real estate investment trust in compliance with all
applicable provisions of the Code. 


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        7.11    Distributions.    



        (a)  No
Guarantor shall make any Distribution which, on a cumulative basis, is in excess of (i) the sum of (A) $25,000,000.00 plus (B) one hundred
percent (100%) of its Funds Available for Distribution (for the applicable reporting period subsequent to the Closing Date) plus the net proceeds of any stock issuance/offering of any Guarantor made
on or after the Closing Date, (ii) reduced by the sum of (C) any dividends paid on or after the Closing Date by any Guarantor plus (D) all funds utilized on or after the Closing
Date to purchase/redeem/retire any of either Guarantor's stock (whether common, preferred or other); provided that the limitation contained in this  Section 7.11(a) shall not preclude any Guarantor
from making Distributions in an amount equal to the minimum distributions required under the
Code to maintain the REIT status of such Guarantor, as evidenced by a certification of the principal financial or accounting officer of such Guarantor containing calculations in detail reasonably
satisfactory in form and substance to the Agent. 


        (b)  In
the event that there is a continuing Default under Section 8.1 or  Section 8.2, or there is a continuing Default under Section 8.3 relating to a breach of
any of the covenants contained in Sections 7.4, 7.17 and  7.18, no Guarantor shall make any Distribution
other than Distributions in an amount equal to the minimum distributions required under the Code to
maintain the REIT status of such Guarantor, as evidenced by a certification of the principal financial or accounting officer of the Guarantor containing calculations in detail reasonably satisfactory
in form and substance to the Agent. 




        7.12    Merger; Sale of Assets.    The Borrower and the Guarantors will not, nor will they permit any of their
Subsidiaries or Qualified Borrowers to, enter into any merger, consolidation, reorganization or
liquidation or transfer or otherwise dispose of all or a portion of their property except for (a) such transactions that occur between Wholly-Owned Subsidiaries, (b) transactions where
the Borrower or any Guarantor is the surviving entity and there is no change in business conducted or loss of an investment grade rating (if any) on such entity's long-term unsecured debt
and no other Default results from such transaction, or (c) transactions that are approved in advance in writing by all of the Lenders. 


        7.13    Release of Mortgages or Negative Pledge Agreements.    In addition to any other specific provisions herein
allowing the release of a Mortgage or Negative Pledge Agreement, provided there is no Default or Unmatured Default hereunder, the Borrower may by written request to the Agent obtain a release of a
Mortgage or a Negative Pledge Agreement encumbering or affecting any Collateral Pool Property if such Hotel Property is either being (i) sold by the Borrower under an arms-length
contract to a Person which is not also a Guarantor, a Subsidiary of the Borrower or any Guarantor, or a Qualified Borrower, (ii) is being included by the Borrower in a securitization offering,
or (iii) is being removed from the Collateral Pool due to other reasons as set forth in this Agreement, provided that in any such event at least one (1) of the following provisions is
satisfied: 



        (a)  the
Borrower provides a substitute Hotel Property acceptable to the Lenders and complies with all conditions precedent herein to the inclusion of such Hotel Property in
the Collateral Pool, or 


        (b)  the
outstanding principal balance of the Facility is reduced in an amount satisfactory to the Lenders and availability under the Facility is reduced by an equivalent sum
on a pro rata basis. 




In
addition to the foregoing, in order to obtain a release of any Mortgage or Negative Pledge Agreements, whether due to the sale of a Collateral Pool Property, or otherwise, all covenants must still
be met as evidenced by a pro forma compliance certificate in the form attached hereto as Exhibit "C".
Notwithstanding the foregoing, or any other provision herein to the contrary, the Agent shall be under no obligation to release any Mortgage or Negative Pledge Agreements if the mix of the 


55





 


remaining Collateral Pool Property types is not acceptable to the Required Lenders, in their sole but reasonable discretion. 



        7.14    Liens.    The Borrower and the Guarantors will not, nor will they permit any of their Subsidiaries or
Qualified Borrowers to, create, incur, or suffer to exist any Lien in, of or on their Collateral Pool Properties, except: 



        (a)  Liens
for taxes, assessments or governmental charges or levies on their Collateral Pool Properties if the same shall not at the time be delinquent or thereafter can be
paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves shall have been set aside on their books; 



        (b)  Liens
which arise by operation of law, such as carriers', warehousemen's, landlords', materialmen and mechanics' liens and other similar liens arising in the ordinary
course of business which secure payment of obligations not more than thirty (30) days past due or which are being contested in good faith by appropriate proceedings and for which adequate
reserves shall have been set aside on its books; 


        (c)  Liens
arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or
similar legislation; 


        (d)  Utility
easements, building restrictions, zoning restrictions, easements and such other encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in their businesses; 


        (e)  Liens
of any Subsidiary, Qualified Borrower or Investment Affiliate in favor of the Borrower; 


        (f)    Liens
existing on the date hereof and described in Schedule 2 hereto; and 



        (g)  Liens
arising in connection with any Indebtedness permitted hereunder to the extent such Liens will not result in a violation of any of the provisions of this Agreement. 



56











   
        Liens permitted pursuant to this Section 7.14 shall be deemed to be "Permitted
Liens". 


        7.15    Affiliates.    The Borrower and the Guarantors will not, nor will they permit any of their Subsidiaries or any
Qualified Borrowers or Investment Affiliates to, enter into any transaction (including, without limitation, the purchase or sale of any Hotel Property or service) with, or make any payment or transfer
to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of their business and upon fair and reasonable terms no less favorable to the Borrower or such
Subsidiary, Qualified Borrower or Investment Affiliate than they would obtain in a comparable arms-length transaction. 


        7.16    Interest Rate Hedging.    The Borrower and the Guarantors will not enter into or remain liable upon, nor will
they permit any Subsidiary, Qualified Borrower or Investment Affiliate to enter into or remain liable upon, any agreements, devices or arrangements designed to protect at least one of the parties
thereto from the fluctuations of interest rates, exchange rates or forward rates applicable to such party's assets, liabilities or exchange transactions, including, but not limited to, interest rate
exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward rate currency or interest rate options unless such agreement, device or
arrangement was entered into by the Borrower, a Subsidiary, a Qualified Borrower or Investment Affiliate in the ordinary course of its business for the purpose of hedging interest rate risk to any of
them. 


        7.17    Consolidated Net Worth.    The Borrower, the Guarantors and their Subsidiaries, as of the last day of any
fiscal quarter, shall maintain a Consolidated Net Worth of not less than the sum of (i) $250,000,000, plus (ii) seventy-five percent (75%) of the net proceeds of any stock
issuance/offering (with respect to Borrower, any Guarantor or any Subsidiary) received on or after the Closing Date, reduced by (iii) seventy-five percent (75%) of any funds
utilized on or after the Closing Date to purchase/redeem/retire any stock, whether common or preferred (of Borrower, any Guarantor or any Subsidiary). 


        7.18    Additional Financial Covenants.    The Borrower and each Guarantor and all Subsidiaries shall at all times
comply with the following additional financial covenants: 



        (a)    Debt Coverage Ratios.    



          (i)  Minimum Collateral Pool Debt Coverage Ratio.    The Borrower, each Guarantor, and their Subsidiaries shall
maintain a minimum debt coverage ratio on the Collateral Pool Properties of at least 2:00:1.00 at all times. This ratio shall be calculated by dividing Adjusted Cash Flow from the Collateral Pool
Properties by Implied Debt Service. 


        (ii)  Special Cure for Debt Coverage Ratio Defaults.    For purposes of determining compliance with the debt
coverage ratio covenant set forth above in Section 7.18(a)(i), upon any Default under said covenant, and upon the Borrower's written request to
the Agent given no later than two (2) Business Days after such Default occurs, the Borrower shall be allowed ninety (90) days from the original date the Default occurred, to cure such
Default before the Agent and/or the Lenders can exercise their remedies. If during this time period the Default is not cured, but the ratio is improved from the previous quarter by at least 50% of the
previous report's short fall expressed as a percent (i.e., if the ratio was 92% of the requirement, the ratio must have improved to at least 96% of the
required ratio), the Borrower may have a second consecutive ninety (90) day cure period upon written request to the Agent given no later than two (2) Business Days after the end of the
first ninety (90) day time period. The first and second cure periods will not be provided to the Borrower if the Default results from a debt coverage ratio which is less than 90% of the
required covenant, or if any other Default exists at either time. 




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        (iii)  Minimum Corporate Fixed Charge Ratio.    The Borrower, each Guarantor and their Subsidiaries shall maintain a
minimum consolidated fixed charge ratio of 1.75:1.00 at all times. This ratio shall be calculated by dividing Adjusted EBITDA by the sum of (i) Debt Service on Consolidated Total Indebtedness
plus (ii) preferred dividends paid during such trailing twelve (12) month period. 




        (b)    Minimum Interest Coverage.    The Borrower, each Guarantor and their Subsidiaries shall maintain a minimum
interest coverage on Consolidated Total Indebtedness of (A) at least 2.00:1.00 for the period through December 31, 2003 and (B) at least 2.25:1.00 for the period from
March 31, 2004 through the Facility Termination Date. This ratio shall be measured quarterly, using a trailing twelve (12) month rolling average for the immediately preceding twelve
(12) month period, and shall be calculated by dividing Adjusted EBITDA by Interest Expense. 


        (c)    Total Indebtedness Limitation.    Consolidated Total Indebtedness shall not exceed at any time (A) 5.5
times the trailing four (4) quarter Adjusted EBITDA for the period through December 31, 2003, (B) 5.25 times the trailing four (4) quarter Adjusted EBITDA for the period
from March 31, 2004 through December 31, 2004, and (C) 5.0 times the trailing four (4) quarter Adjusted EBITDA for the period from March 31, 2005 through the
Facility Termination Date. 


        (d)    Limit on Additional Indebtedness.    Neither the Borrower nor any Guarantor, nor any Qualified Borrower or any
of their Subsidiaries may incur any additional Indebtedness after the Closing Date in excess of $15,000,000 without the prior written approval of all Lenders, which any Lender may grant or
withhold in its sole discretion. The restriction set forth in the preceding sentence of this Section 7.18(d) shall not apply with respect to
additional senior or subordinate unsecured Indebtedness so long as (i) the incurrence of such Indebtedness will not cause a violation of, or default under, any of the financial covenants of
this Agreement (on a pro forma basis), and (ii) the terms and provisions of such subordinate unsecured Indebtedness are approved in advance by the Agent (which approval shall not be
unreasonably withheld). 


        (e)    Borrowing Base.    At no time shall the Allocated Facility Amount exceed the Borrowing Base. 


        (f)    Leverage Ratio.    At no time shall the Leverage Ratio exceed fifty-five percent (55%). Nothing
contained in the definitions of Applicable Margin for LIBOR Loans or Applicable Margin for Prime Rate Loans shall be deemed to modify this covenant. 




        7.19    Environmental Matters.    



        7.19.1    Violation.    The Borrower and the Guarantors will not cause, commit, permit or allow to continue
(i) any violation of any Environmental Requirement (a) by the Borrower or (b) by or with respect to any of the Collateral Pool Properties or any use of or condition or activity on
any of the Collateral Pool Properties, or (ii) the attachment of any environmental lien to any of the Collateral Pool Properties. The Borrower will not place, install, dispose of or release, or
cause, permit, or allow the placing, installation, disposal, spilling, leaking, dumping or release of, any Hazardous Material or storage tank (or similar vessel) on any of the Hotel Properties and
will keep the Hotel Properties free of Hazardous Material. Notwithstanding the foregoing provisions of this Section 7.19, the Borrower shall not
be in default hereunder should the Borrower or the Lessee store minimal quantities of substances on any of the Hotel Properties which technically could be considered Hazardous Material,  provided that:
such substances are of a type and are held only in a quantity normally used in connection with the construction, occupancy or operation
of comparable buildings (such as cleaning fluids, and supplies normally used in the day to day operation of business offices), such substances are being held, stored and used in complete and strict
compliance with all applicable Environmental Requirements, and the indemnity in Section 7.19.5 of this Agreement shall always apply to such
substances, and it shall be and continue 



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to be the responsibility of the Borrower to take, or cause any tenant to take, all remedial actions required under and in accordance with  Section 7.19.4 of this Agreement in the event of any
unlawful release of any such substance. 


        7.19.2    Notice to the Lenders.    The Borrower shall promptly deliver to the Agent a copy of each report pertaining
to the Collateral Pool Properties or to the Borrower prepared by or on behalf of the Borrower pursuant to any Environmental Requirement. The Borrower shall immediately advise the Agent in writing of
any Environmental Claim or of the discovery of any Hazardous Material on any of the Hotel Properties, as soon as the Borrower first obtains knowledge thereof, including a full
description of the nature and extent of the Environmental Claim and/or Hazardous Material and all relevant circumstances. 


        7.19.3    Site Assessments and Information.    If the Agent or any Lender shall ever have reason to believe that any
Hazardous Material affects any of the Hotel Properties, or if any Environmental Claim is made or threatened, or if a default shall have occurred under the Loan Documents, or upon the occurrence of the
Transition Date (defined below) if requested by the Agent, the Borrower will at its expense provide to the Agent from time to time, in each case within thirty (30) days after the Agent's
request, an Environmental Assessment (defined below) made after the date of the Agent's request. As used in this Agreement, the term "Environmental
Assessment" means a report (including all drafts thereof) of an environmental investigation and analysis of the subject Collateral Pool Property of such scope (including but
not limited to the taking of soil borings and air and groundwater samples and other above and below ground testing) as the Agent may request, by a consulting firm acceptable to Agent and made in
accordance with Agent's established guidelines. The Borrower will cooperate with each consulting firm making any such Environmental Assessment and will supply to the consulting firm, from time to time
and promptly on request, all information available to the Borrower to facilitate the completion of the Environmental Assessment. If the Borrower fails to furnish the Agent within ten (10) days
after the Agent's request with a copy of an agreement with an acceptable environmental consulting firm to provide such Environmental Assessment to be made at the Borrower's expense and risk, the Agent
and its designees are hereby granted access to the Hotel Properties at any time or times, upon reasonable notice (which may be written or oral), and a license which is coupled with an interest and
irrevocable, to make or cause to be made such Environmental Assessments. The Agent may disclose to interested parties any information the Agent ever has about the environmental condition or compliance
of the Hotel Property, but shall be under no duty to disclose any such information except as may be required by law. The Agent shall be under no duty to make any Environmental Assessment of any of the
Hotel Properties, and in no event shall any such Environmental Assessment by Agent be or give rise to a representation that any Hazardous Materials is or is not present on the subject Hotel Property,
or that there has been or shall be compliance with any Environmental Requirement, nor shall the Borrower or any other person be entitled to rely on any Environmental Assessment made by the Agent or at
the Agent's request. The Agent and the Lenders owe no duty of care to protect the Borrower or any other person against, or to inform them of, any Hazardous Material or other adverse condition
affecting any of the Collateral Pool Properties. 


        7.19.4    Remedial Actions.    



        (a)  If
any Hazardous Material is discovered on any of the Collateral Pool Properties at any time and regardless of the cause, (i) the Borrower shall promptly at the
Borrower's sole risk and expense remove, treat, and dispose of the Hazardous Material in compliance with all applicable Environmental Requirements and solely under the Borrower's name (or if removal
is prohibited by any Environmental Requirement, take whatever action is required by any Environmental Requirement), in addition to taking such other action as is necessary to have the full use and
benefit of the subject Collateral Pool Property as contemplated by the Loan 




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Documents, and provide the Agent with satisfactory evidence thereof; and (ii) if requested by the Agent, provide to the Agent within thirty (30) days of the Agent's request a bond,
letter of credit or other financial assurance evidencing to the Agent's satisfaction that all necessary funds are readily
available to pay the costs and expenses of the actions required by clause (i) preceding and to discharge any assessments or liens established against the subject Collateral Pool Property as a
result of the presence of the Hazardous Material on the Collateral Pool Property. Within fifteen (15) days after completion of such remedial actions, Borrower shall obtain and deliver to the
Agent an Environmental Assessment of the Hotel Property made after such completion and confirming to the Agent's satisfaction that all required remedial action as stated above has been taken and
successfully completed and that there is no evidence or suspicion of any contamination or risk of contamination on the subject Hotel Property or any adjacent property, or of violation of any
Environmental Requirement, with respect to any such Hazardous Material. 


        (b)  The
Agent may, but shall never be obligated to, remove or cause the removal of any Hazardous Material from any of the Collateral Pool Properties (or if removal is
prohibited by any Environmental Requirement, take or cause the taking of such other action as is required by any Environmental Requirement) if the Borrower fails to promptly commence such remedial
actions following discovery and thereafter diligently prosecute the same to the satisfaction of the Agent (without limitation of the Agent's rights to declare a default under any of the Loan Documents
and to exercise all rights and remedies available by reason thereof); and the Agent and its designees are hereby granted access to the Collateral Pool Properties at any time or times, upon reasonable
notice (which may be written or oral), and a license which is coupled with an interest and irrevocable, to remove or cause such removal or to take or cause the taking of any such other action. 




        7.19.5    Indemnity.    



        (a)  The
Borrower, each Guarantor and their Subsidiaries hereby agree to protect, indemnify and hold (i) the Agent, the Arranger and the Lenders; (ii) any
persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with the Agent or the Lenders; (iii) any participants in the Facility; (iv) the
directors, officers, partners, employees and agents of the Lenders and/or such persons or entities; and (v) the heirs, personal representatives, successors and assigns of each of the foregoing
persons or entities (each an "Indemnified Party") harmless from and against, and, if and to the extent paid, reimburse them on demand for, any and all
Environmental Damages (as hereinafter defined). Without limitation, the foregoing indemnity shall apply to each Indemnified Party with respect to Environmental Damages which in whole or in part are
caused by or arise out of the negligence of such (and/or any other) Indemnified Party. However, such indemnity shall not apply to a particular Indemnified Party to the extent that the subject of the
indemnification is caused by or arises out of the gross negligence or willful misconduct of that particular Indemnified Party. Upon demand by the Agent, the Borrower shall diligently defend any
Environmental Claim which affects any of the Collateral Pool Properties or is made or commenced against any of the Agent or the Lenders, whether alone or together with the Borrower or any other
person, all at the Borrower's own cost and expense and by counsel to be approved by the Agent in the exercise of its reasonable judgment. In the alternative, at any time the Agent or any Lender may
elect to conduct its own defense through counsel selected by the Agent or such Lender and at the cost and expense of the Borrower. 


        (b)  As
used in this Agreement, the term "Environmental Damages" means all claims, demands, liabilities (including strict liability), losses, damages (including consequential
damages), causes of action, judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and 




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every kind or character, contingent or otherwise, matured or unmatured, known or unknown, foreseeable or unforeseeable, made, incurred, suffered, brought, or imposed at any time and from time to
time, whether before or after the Transition Date (as hereinafter defined) and arising in whole or in part from: 



          (i)  the
presence of any Hazardous Material on any of the Collateral Pool Properties, or any escape, seepage, leakage, spillage, emission, release, discharge or disposal of
any Hazardous Material on or from any of the Collateral Pool Properties, or the migration or release or threatened migration or release of any Hazardous Material to, from or through any of the
Collateral Pool Properties, on or before the Transition Date; or 


        (ii)  any
act, omission, event or circumstance existing or occurring in connection with the handling, treatment, containment, removal, storage, decontamination,
clean-up, transport or disposal of any Hazardous Material which is at any time on or before the Transition Date present on any of the Hotel Properties; or 



        (iii)  the
breach of any representation, warranty, covenant or agreement contained in this Agreement because of any event or condition occurring or existing on or before the
Transition Date; or 


        (iv)  any
violation on or before the Transition Date, of any Environmental Requirement in effect on or before the Transition Date, regardless of whether any act, omission,
event or circumstance giving rise to the violation constituted a violation at the time of the occurrence or inception of such act, omission, event or circumstance; or 


        (v)  any
Environmental Claim, or the filing or imposition of any environmental lien against any of the Collateral Pool Properties, because of, resulting from, in connection
with, or arising out of any of the matters referred to in subparagraphs (i) through (iv) preceding; and regardless of whether any of the foregoing was caused by the Borrower or the
Lessee, or a prior owner of any of the Collateral Pool Properties or its tenant or subtenant, or any third party, including but not limited to (a) injury or damage to any person, property or
natural resource occurring on or off of any of the Collateral Pool Properties, including but not limited to the cost of demolition and rebuilding of any improvements on real property; (b) the
investigation or remediation of any such Hazardous Material or violation of Environmental Requirement, including but not limited to the preparation of any feasibility studies or reports and the
performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration, monitoring or similar work required by any Environmental Requirement or necessary to have full
use and benefit of the subject Collateral Pool Property as contemplated by the Loan Documents (including any of the same in connection with any foreclosure action or transfer in lieu thereof);
(c) all liability to pay or indemnify any person or governmental authority for costs expended in connection with any of the foregoing; (d) the investigation and defense of any claim,
whether or not such claim is ultimately defeated; and (e) the settlement of any claim or judgment. 




        (c)  As
used in this Agreement, the term "Transition Date" means the earlier of the following two dates: (i) the date
on which the Obligations have been paid and performed in full and the Mortgages have been released; or (ii) the date on which the liens of the Mortgages are fully and finally foreclosed or a
conveyance by deed in lieu of such foreclosure is fully and finally effective and possession of the Collateral Pool Properties has been given to and accepted by the purchaser or grantee free of
occupancy and claims to occupancy by the Borrower and the Borrower's heirs, devisees, representatives, successors and assigns; provided that, if such payment, performance, release, foreclosure or
conveyance is challenged, in 




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bankruptcy proceedings or otherwise, the Transition Date shall be deemed not to have occurred until such challenge is validly released, dismissed with prejudice or otherwise barred by law from
further assertion. 


        (d)  The
indemnification agreements contained in this Section 7.19 are not secured by the Collateral. 





        7.20    Negative Pledge Agreements.    The Borrower, each Guarantor and their Subsidiaries agree that throughout the
Facility, they shall not transfer, assign, mortgage, hypothecate, grant or agree to a negative pledge or otherwise encumber any of the Hotel Properties, whether or not such Hotel Properties are to be
included in the Collateral Pool, or any other asset or property of the Borrower, any Guarantor or their Subsidiaries except to the extent permitted in  Section 7.18(f), in any event subject to the
provisions of Section 7.13, if applicable.
The Borrower further agrees to execute Negative Pledge Agreements for all Hotel Properties in the Negative Collateral Pool, such agreements to be in recordable form such that they can be recorded by
the Agent in the proper land records office for the state and county where each such Collateral Pool Property is located. The effectiveness of the Negative Pledge Agreements shall not in any way be
conditioned upon the recordation of such recordable instruments. 


        7.21    Manager.    The Collateral Pool Properties shall at all times be managed by RFS Leasing or another Person
approved in writing by the Required Lenders, it being understood that any other manager identified on Schedule 9 is acceptable to the Lenders. 



        7.22    Acceleration Notice.    Borrower agrees that it shall, within ten (10) days after receipt of written
notice that any Indebtedness aggregating $5,000,000 or more of the Borrower, any Guarantor, any Qualified Borrower or any Subsidiary or Investment Affiliate has been accelerated, provide written
notice to the Agent of such acceleration. 


        7.23    Additional Covenants.    Neither the Borrower nor the Guarantors will engage in or willingly permit any
illegal activities at any Collateral Pool Property. 



        7.24    Calculation of Financial Covenants Upon Property Breaches.    In the event of a breach of a representation or
warranty under Article VI or of a covenant under Sections 7.5, 7.6, 7.7, 7.8, 7.14, 7.19, 7.20, 7.21 or 7.23, or in the event of the occurrence of any other event which has a Material Adverse
Effect on the operation of any Collateral Pool Property (collectively a "Property Breach"), or if there are environmental disclosures concerning a Collateral Pool Property contained in
Schedule 4, such Hotel Property shall be excluded from the Borrowing Base, and the Borrower shall be required to demonstrate financial covenant compliance under applicable provisions of
Article VII both with and without the affected Collateral Pool Property for as long as such breach or condition shall exist. At the Borrower's option, upon written notice and request to the
Agent, the Borrower may substitute another Hotel Property for the Hotel Property excluded, provided such new Hotel Property is acceptable to the Lenders and all conditions precedent to the inclusion
of such Hotel Property in the Collateral Pool, as well as the release of a Hotel Property therefrom, have been complied with. Furthermore, upon such substitution the Borrower may obtain the release of
such Hotel Property excluded from the Borrowing Base from the lien of any Mortgage or from the restrictions of any Negative Pledge Agreement only if no Default or Unmatured Default then exists
hereunder and all provisions of Section 7.13 hereof have been complied with. 



        7.25    Leases.    The Borrower will duly perform all obligations as landlord under the Leases and shall not amend any
of the Leases in any material manner without the Agent's prior written consent, which consent will not be unreasonably withheld. 


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        7.26    Franchises.    The Borrower shall comply, and shall take all reasonable and necessary steps to ensure that
the
Lessee complies, with all requirements of all franchise agreements affecting the use and operation of the Collateral Pool Properties, and shall promptly notify the Agent within ten (10) days of
the Borrower learning of any default or alleged default under any such franchise agreement(s), or of any change therein which could have a Material Adverse Effect. 


 
 

ARTICLE VIII    
    
    DEFAULTS    
  


        The occurrence of any one or more of the following events shall constitute a Default: 


        8.1  Nonpayment
of any principal payment on any Note. Within five (5) Business Days of the Borrower's receipt of written notice from the Agent (provided that the final
payment due on maturity of any Note for which no notice is required); provided, however, once such written notice has been given, whether or not such payment is made, no further written notice will be
required in that same calendar year for any subsequent nonpayment of principal on any Note in order for such nonpayment to constitute a Default. 



        8.2  Nonpayment
of (a) interest upon any Note. Any Amendment Fee (or similar fee), Facility Letter of Credit Fee, Unused Credit Fee, or other fee under any of the Loan
Documents within five (5) Business Days after the same becomes due or (b) any other payment Obligation under any of the Loan Documents within five (5) Business Days of the
Borrower's receipt of written notice from the Agent provided, however, once such written notice has been given, whether or not such payment is made, no further written notice will be required in that
same calendar year for any subsequent nonpayment of another payment Obligation in order for such nonpayment under this Section 8.2 (b) to constitute a Default. 



        8.3  The
breach of any of the terms or provisions of Sections 7.1(c),  (d) and (e), 7.2(b)
,  7.6, 7.10, 7.11,  7.12,
7.13, 7.14,  7.16, 7.17, 7.18,  7.19, 7.20, or 7.21, or a breach of any of the terms or
provisions of Section 7.1 (other than as set forth above) which remains uncured for ten (10) Business Days after the Borrower's receipt of
written notice from the Agent, provided, however, in the event such breach of  Section 7.18 results from an adjustment by the Required Lenders in the Applicable Cap Rate, such breach shall not
constitute a Default hereunder
if within six (6) months from the date of such adjustment in the Applicable Cap Rate, the Borrower either reduces the Allocated Facility Amount to a sum equal to or less than the Borrowing Base
(in which case the Aggregate Commitment Amount of the Facility shall be presumably reduced unless the Lenders otherwise agree), or provides additional Collateral satisfactory to the Lenders necessary
to restore compliance. 


        8.4  Any
representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with
this Agreement (other than Section 6.24 and a Property Breach unless such breach causes a Default under another provision of this  Article VIII),
any Loan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be
materially false on the date as of which made. 


        8.5  The
breach of any of the other terms or provisions of this Agreement which is not remedied within thirty (30) days, or ninety (90) days for a breach which
is curable but cannot be cured within thirty (30) days but is being diligently cured, after the receipt of written notice from the Agent. 


        8.6  Any
default by the Borrower, any Guarantor, any Qualified Borrower or any Investment Affiliate (to the extent the Indebtedness is recourse to such Person), or any of
their Subsidiaries (after applicable cure periods) under any other loan documents relating to any of such Persons in connection with any Indebtedness other than the Obligations aggregating in excess
of $50,000,000. 


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        8.7  The
Borrower, any Guarantor, any Qualified Borrower or any Investment Affiliate that is not a Subsidiary (a) have an order for relief entered with respect to it
under the Federal bankruptcy laws as now or hereafter in effect, (b) make an assignment for the benefit of creditors, (c) apply for, seek, consent to, or acquiesce in, the appointment of
a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (d) institute any proceeding seeking an order for relief under the
Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment
or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations
of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this  Section 8.7, (f) fail to contest in good faith
any appointment or proceeding described in  Section 8.8, or (g) not pay, or admit in writing its inability to pay, its debts generally as they become due. 



        8.8  A
receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower, any Guarantor, any Qualified Borrower or any Investment Affiliate that
is not a Subsidiary, or any Subsidiary or any portion of its property, or a proceeding described in Section 8.7(d) shall be instituted
against any of them and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of sixty (60) consecutive days. 


        8.9  Any
court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a
"Condemnation"), all or any portion of the Hotel Properties of the Borrower, any Guarantor, any Qualified Borrower or any Investment Affiliates or any
Subsidiaries which, when taken together with all other of their property so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in
which any such Condemnation occurs, constitutes a substantial (as determined in the Agent's reasonable discretion) portion of their property. 


        8.10 The
Borrower, any Guarantor, any Qualified Borrower or Investment Affiliate or any Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise
discharge any judgments or orders for the payment of money in an amount which, when added to all other judgments or orders outstanding against any of them would exceed $10,000,000 in the aggregate,
which have not been stayed on appeal or otherwise appropriately contested in good faith, unless the liability is insured against and the insurer has not challenged coverage of such liability. 


        8.11 The
Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan, the PBGC or other party that it has incurred
withdrawal liability or is in default of payments to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or
any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification) or amounts in default, exceeds $250,000 or requires payments exceeding $100,000 per
annum. 


        8.12 The
Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or the PBGC or other party that such
Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the
Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the
amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by
an amount exceeding $250,000 per year. 


        8.13 (a)
A Reportable Event shall occur with respect to a Plan, or (b) any Plan shall incur an accumulated funding deficiency (as defined in  Section 412 of the Code or Section 302 of ERISA), 


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whether or not waived, or fail to make a required installment payment on or before the due date under Section 412 of the Code or  Section 302 of
ERISA, or (c) the Borrower or a member of the Controlled Group shall have engaged in a nonexempt prohibited transaction
under Section 4975 of the Code or Section 406 of ERISA, or (d) the Borrower or any
member of the Controlled Group shall fail to
pay when due an amount which it shall have become liable to pay to the PBGC, or any Plan, any Multiemployer Plan, or (e) Borrower or any member of the Controlled Group shall have received a
notice from the PBGC of its intention to terminate a Plan or to appoint a trustee to administer a Plan, or Multiemployer Plan, or a condition exists by reason of which the PBGC would be entitled to
obtain a decree adjudicating that a Plan must be terminated, or (f) any other event or condition shall occur or exist with respect to any employee benefit plan (as defined in  Section 3(3) of
ERISA) or Plan or any Multiemployer Plan, which could reasonably be expected to subject the Borrower or any member of the
Controlled Group to any tax, penalty or other liability or the imposition of any lien or security interest on the Borrower or any member of the Controlled Group, provided, however, that any event or
circumstance in Section 8.13(a) through (f) shall only be an Event of Default if it would
result in liability to Borrower in excess of $250,000 per year; or (g) the assets of the Borrower or any Guarantor become or are deemed to be assets of an employee benefit plan (as defined in  Section 3(3)
 of ERISA or a plan as defined in Section 4975 of the Code). No Default under
this Section 8.13 shall be deemed to have been or be waived or corrected because of any disclosure by the Borrower. 


        8.14 Failure
to remediate within the time period required by law or governmental order, (or within a reasonable time in light of the nature of the problem if no specific
time period is so established), environmental problems in violation of applicable law (a) related to Collateral Pool Properties of the Borrower, any Guarantor, any Qualified Borrower or any
Investment Affiliates or any Subsidiaries if the affected Collateral Pool Properties have an aggregate book value in excess of $10,000,000 or (b) where the estimated cost of remediation is in
the aggregate in excess of $500,000, in each case after all administrative hearings and appeals have been concluded. 


        8.15 The
occurrence of any default under any Loan Document other than this Agreement or the breach of any of the terms or provisions of any Loan Document other than this
Agreement, which default or breach continues beyond any period of grace therein provided. 


        8.16 Robert
Solmson ceases to be a member of the Board of Directors of RFS Investors and a successor to Mr. Solmson approved by the Required Lenders is not appointed
within four (4) months of Mr. Solmson's departure, demise or physical or mental incapacitation. 


 
 

ARTICLE IX    
    
    ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES    
  


        9.1    Acceleration.    If any Default described in Sections 8.7 or  8.8 occurs with
respect to the Borrower, any Guarantor, any Qualified Borrower or any Subsidiary or Investment Affiliate, the obligations of the Lenders
to make Loans and of the Issuing Bank to issue Facility Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any
election or action on the part of the Agent or any Lender. If any other Default (other than a Property Breach unless such breach causes a Default under any other provision of  Article VIII) occurs
and is continuing, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder, and
to issue Facility Letters of Credit, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, upon written notice to the Borrower. 



        In
addition to the foregoing, following the occurrence and during the continuance of a Default and so long as any Facility Letter of Credit has not been fully drawn and has not been
canceled or expired by its terms, upon demand by the Agent the Borrower shall establish and deposit in the Letter of Credit Collateral Account cash in an amount equal to the aggregate undrawn face
amount of all 


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outstanding Facility Letters of Credit and all fees and other amounts due or which may become due with respect thereto. The Borrower shall have no control over funds in the Letter of Credit
Collateral Account, which funds will be invested by the Agent from time to time at its discretion in certificates of deposit of Bank of America having a maturity not exceeding thirty (30) days.
Such funds shall be promptly applied by the Agent to reimburse any Issuing Bank for drafts drawn from time to time under the Facility Letters of Credit, provided, however, interest accrued on such
funds shall remain in the Letter of Credit Collateral Account to be used for reimbursement as set forth above. Such funds, if any, remaining in the Letter of Credit Collateral Account following the
payment of all Obligations in full shall, unless Agent is otherwise directed by a court of competent jurisdiction, be promptly paid over to the Borrower. 


        If,
within forty-five (45) days after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans hereunder or to
issue Facility letters of Credit as a result of any Default (other than any Default as described in Sections 8.7 or  8.8 with respect to the Borrower) and
before any judgment or decree for the payment of the Obligations shall have been obtained or entered, the Required
Lenders (in their sole discretion) may direct the Agent by notice to the Borrower, to rescind and annul such acceleration and/or termination. 


        9.2    Amendments, Waivers, Decisions.    Subject to the provisions of this  Article IX, the Required Lenders (or the Agent
with the consent or direction in writing of the Required Lenders) and the Borrower may waive or
amend any terms or conditions of this Agreement and enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the
rights of the Lenders or the Borrower hereunder, releasing any Mortgages or Negative Pledge Agreements except as provided in Section 7.13 hereof,
or waiving any Default hereunder; provided, however, that no such supplemental agreement shall, without the consent of all Lenders: 



        (a)  Extend
the Facility Termination Date or forgive all or any portion of the principal amount of any Loan or accrued interest thereon or the Commitment Fee, or any other
fees, reduce the applicable margin or spread on the underlying interest rate options applicable to the various Types of Advances except as provided in the applicable interest rate grids based upon the
Leverage Ratio, or otherwise modify or add to such interest rate options, or extend the time of payment of any of the Obligations. 


        (b)  Reduce
the percentage specified in the definition of Required Lenders or change any provision that currently requires an approval from the Required Lenders, all Lenders
or the specific Lender affected, to approval by a different standard. 



        (c)  Increase
the amount of the Aggregate Commitment. 


        (d)  Permit
the Borrower to assign its rights under this Agreement. 


        (e)  Amend
Sections 2.2, 2.3, 3.4(a), 3.8(a), 7.4, 7.11, 7.18, 13.2, 13.3 or this Section 9.2. 


        (f)    Release
or limit the liability of Borrower, any Guarantor, or any Qualified Borrower with respect to the Obligations. 



        (g)  Add
any Hotel Property to the Collateral Pool. 


        (h)  Amend
or modify the definition of, or provisions for the calculation of, the Borrowing Base. 




        No
amendment of any provision of this Agreement relating to the Agent shall be effective without the written consent of the Agent, and no amendment increasing the Commitment of any
Lender shall be effective without the written consent of such Lender. 


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        9.3    Preservation of Rights.    No delay or omission of the Lenders or the Agent to exercise any right under the
Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Loan notwithstanding the existence of a Default or the inability of
the Borrower to satisfy the conditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further
exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in
writing signed by the Lenders required pursuant to Section 9.2, and then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agent and the Lenders until the Obligations have been paid in full. 


 
 

ARTICLE X    
    
    GENERAL PROVISIONS    
  


        10.1    Survival of Representations.    All representations and warranties of the Borrower contained in this Agreement
shall survive delivery of the Notes and the making of the Loans herein contemplated. 


        10.2    Governmental Regulation.    Anything contained in this Agreement to the contrary notwithstanding, no Lender
shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation. 


        10.3    Taxes.    Any taxes (excluding federal, state and local income or franchise or other similar taxes on the
overall net income of any Lender) or other similar assessments or charges made by any governmental or revenue authority in respect of the Loan Documents shall be paid by the Borrower, together with
interest and penalties, if any. 


        10.4    Headings.    Section headings in the Loan Documents are for convenience of reference only, and shall not
govern the interpretation of any of the provisions of the Loan Documents. 


        10.5    Entire Agreement.    The Loan Documents embody the entire agreement and understanding among the Borrower, the
Guarantors, the Agent, and the Lenders and supersede all prior commitments, agreements and understandings among the Borrower, the Guarantors, the Agent, and the Lenders relating to the subject matter
thereof, except for the agreement of the Borrower to pay certain fees to the Agent and the agreement of the Agent to pay certain fees to the Lenders. 


        10.6    Several Obligations; Benefits of This Agreement.    The respective obligations of the Lenders hereunder are
several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Agent is authorized to act as such). The failure of any Lender to perform any of its
obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than
the parties to this Agreement and their respective successors and assigns. 


        10.7    Expenses; Indemnification.    The Borrower and the Guarantors shall reimburse upon demand the Arranger, the
Agent, and each Lender for any costs, and reasonable out-of-pocket expenses (including, without limitation, all reasonable fees for consultants and reasonable fees and expenses
for attorneys for the Arranger, the Agent and each Lender) in connection with the preparation, negotiation, execution, delivery, amendment or modification of the Loan Documents, as well as any
syndication or assignment of any of their rights under the Loan Documents as set forth in Section 13.3 hereof. The Borrower and the Guarantors
also agree to reimburse upon demand the Arranger, the Agent, and the Lenders for any costs, internal charges and reasonable out-of-pocket expenses (including, without
limitation, appraisal expenses and all reasonable fees and expenses for attorneys for the Arranger, the Agent and the Lenders) paid or incurred by the Arranger or the Agent (whether in its capacity as
arranger, or, in the case of Bank of America, in its capacity as the Agent) or any Lender 


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in connection with the collection and enforcement of the Loan Documents (including, without limitation, any workout). The Borrower and the Guarantors further agree to indemnify and hold harmless the
Agent, the Arranger and each Lender and their directors, officers, employees, agents, attorneys and Affiliates against all losses, claims, damages, penalties, judgments, liabilities and reasonable
expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not such entity is a party thereto) which any of them may pay or incur arising out of or relating
to this Agreement, the other Loan Documents, the Hotel Properties, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Loan
hereunder, other than liability arising from the gross negligence or willful misconduct of the party being indemnified. The obligations of the Borrower and the Guarantors under this  Section 10.7
shall survive the Facility Termination Date and continue for the benefit of the Agent, the Arranger, each Lender, and all of their
respective agents, representatives, employees, officers, directors, and partners at all times after the Borrower's acceptance of the Commitment (whether or not any expenses were incurred before or
after the execution of the Commitment Letter by the Borrower) as evidenced by its execution of the Commitment Letter. 


        10.8    Numbers of Documents.    All financial statements, notices, closing documents, press releases, compliance
certificates and requests hereunder shall be furnished to the Agent with sufficient counterparts so that the Agent may furnish one to each of the Lenders. 


        10.9    Accounting.    Except as provided to the contrary herein, all accounting terms used herein shall be
interpreted and all accounting determinations hereunder shall be made in accordance with GAAP, except that any calculation or determination which is to be made on a consolidated basis shall be made
for the Borrower, the Guarantors and all their Subsidiaries. 


        10.10    Severability of Provisions.    Any provision in any Loan Document that is held to be inoperative,
unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable. 


        10.11    Nonliability of Lenders, Arranger, Agent.    The relationship between the Borrower, on the one hand, and the
Lenders, the Arranger and the Agent on the other, shall be solely that of borrower and lender. Neither the Agent, the Arranger nor any Lender shall have any fiduciary responsibilities to the Borrower.
Neither the Agent, the Arranger nor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower's business or
operations. Neither the Arranger nor the Agent shall have any responsibilities to the Borrower or Lenders under this Agreement except to the extent, if any, expressly set forth herein. 


        10.12    Publicity.    Each Lender and the Arranger shall have the right to do a tombstone publicizing the transaction
contemplated hereby upon the consent of the Borrower which shall not be unreasonably withheld. 



        10.13    Brokers.    The Borrower and the Agent each hereby represent and warrant that no brokers or finders were used
in connection with procuring the financing contemplated hereby and the Borrower hereby agrees to indemnify and save the Agent and each Lender harmless from and against any and all liabilities, losses,
costs and expenses (including attorneys' fees or court costs) suffered or incurred by the Agent or any Lender as a result of any claim or assertion by any party claiming by, through or under the
Borrower, any Guarantor, any Qualified Borrower, any Investment Affiliate or any of their Subsidiaries that it is entitled to compensation in connection with the financing contemplated hereby. 



        10.14    Confidentiality.    With respect to the financial statements and other information delivered pursuant to  Section 7.1,
and any other information obtained by any Lender or any assignee of any 


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Lender pursuant to this Section 10.14 or otherwise, each Lender and each assignee of any Lender agree that, to the extent that such information
therein contained has not theretofore otherwise been disclosed in such a manner as to render such information no longer confidential, such Lender and such assignee will employ reasonable procedures
reasonably designed to maintain the confidential nature of the information therein contained; provided that anything herein contained to the contrary notwithstanding, any Lender or its assignee may
disclose or disseminate such information to: (a) its employees, agents, attorneys accountants, and the Arranger who would ordinarily have access to such information in the normal course of the
performance of their duties; (b) such third parties as such Lender may deem reasonably necessary in connection with or in response to (i) compliance with any law, ordinance or
governmental order, regulation, rule, policy, subpoena, investigation, regulatory authority request or requests, or (ii) any order, decree, judgment, subpoena, notice of discovery or similar
ruling or pleading issued, filed, served or purported on its face to be issued, filed or served by or under authority of any court, tribunal, arbitration board of any governmental or industry agency,
commission, authority, board or similar entity or in connection with any proceeding, case or matter pending (or on its face purported to be pending) before any court, tribunal, arbitration board or
any governmental agency, commission, authority, board or similar entity; and (c) any prospective assignee of or Participant in such Lender's interest, provided such prospective assignee or
Participant agrees in writing to be bound by these provisions. 


        10.15    Appraisals.    Upon any Default or Unmatured Default hereunder, the Agent may order new or updated appraisals
on any Collateral Pool Properties selected by the Agent. Such appraisals shall be at the Borrower's expense and the Borrower shall fully cooperate with the Agent to facilitate the preparation of such
appraisals. 


        10.16    CHOICE OF LAW.    THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION)
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TENNESSEE, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. 


        10.17    CONSENT TO JURISDICTION.    THE BORROWER AND EACH GUARANTOR EACH HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TENNESSEE STATE COURT SITTING IN MEMPHIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS AND
THE BORROWER AND EACH GUARANTOR EACH HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY
OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN, SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT
OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER OR ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER OR ANY GUARANTOR AGAINST THE
AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE
BROUGHT ONLY IN A COURT IN MEMPHIS, TENNESSEE. 


        10.18    WAIVER OF JURY TRIAL.    THE BORROWER, EACH GUARANTOR, THE AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY
IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR 


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CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER. 


        10.19    MANDATORY ARBITRATION.    ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES HERETO INCLUDING BUT NOT
LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED AGREEMENTS OR INSTRUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING
ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL
DISPUTES OF ENDISPUTE, INC., DOING BUSINESS AS J.A.M.S./ENDISPUTE ("J.A.M.S."), AS AMENDED FROM TIME TO TIME, AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF ANY INCONSISTENCY, THE
SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED
PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION. 



        (a)    SPECIAL RULES.    THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF DALLAS, TEXAS AND ADMINISTERED BY J.A.M.S.
WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL BE
COMMENCED WITHIN NINETY (90) DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO
AN ADDITIONAL SIXTY (60) DAYS. 


        (b)    RESERVATIONS OF RIGHTS.    NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO (i) LIMIT THE APPLICABILITY OF
ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION OR RESPONSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT; OR (ii) BE A WAIVER BY THE LENDERS OF THE PROTECTION AFFORDED TO THEM BY 12 U.S.C. SEC.
91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (iii) LIMIT THE RIGHT OF ANY LENDER (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR (B) TO FORECLOSE
AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF OR THE APPOINTMENT OF A
RECEIVER. THE LENDERS MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION
PROCEEDING BROUGHT PURSUANT TO THIS AGREEMENT. AT THE LENDER'S OPTION, FORECLOSURE UNDER A MORTGAGE MAY BE ACCOMPLISHED BY ANY OF THE FOLLOWING: THE EXERCISE OF A POWER OF SALE UNDER THE MORTGAGE, OR
BY JUDICIAL SALE UNDER THE MORTGAGE, OR BY JUDICIAL FORECLOSURE. NEITHER THE EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY
REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES. 



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        NO
PROVISION IN THE LOAN DOCUMENTS REGARDING SUBMISSION TO JURISDICTION AND/OR VENUE IN ANY COURT IS INTENDED OR SHALL BE CONSTRUED TO BE IN
DEROGATION OF THE PROVISIONS IN ANY LOAN DOCUMENT FOR ARBITRATION OF ANY CONTROVERSY OR CLAIM. 


        10.20    [Intentionally
Deleted.] 


 
 

ARTICLE XI    
    
    THE AGENT AND AGREEMENTS AMONG LENDERS    
  


        11.1    Appointment.    Subject to the provisions of  Section 11.11, Bank of America is hereby appointed as the Agent hereunder
and under each other Loan Document, and each of the Lenders irrevocably
authorizes the Agent to act as the agent of such Lender. The Agent agrees to act as such upon the express conditions contained in this  Article XI. The Agent shall not have a fiduciary relationship
in respect of the Borrower or any Lender by reason of this Agreement. The Agent
agrees to administer this Facility in the same manner as it administers similar facilities for its own account. 



        11.2    Powers.    The Agent shall have and may exercise such powers under the Loan Documents as are specifically
delegated to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Agent. 


        11.3    General Immunity.    Neither the Agent nor any of its directors, officers, agents or employees shall be liable
to the Borrower, the Lenders or any Lender for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except for its or
their own gross negligence or willful misconduct and except for any liability of the Agent for breach of an express agreement made by the Agent herein to take or not take actions based on the approval
or direction of a requisite number of Lenders. 


        11.4    No Responsibility for Loans, Recitals, Etc.    Neither the Agent nor any of its directors, officers, agents,
employees, attorneys-in-fact or Affiliates shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation
made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including,
without limitation, any agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition specified in  Article V, except receipt of items required
to be delivered to the Agent; (d) the validity, effectiveness,
enforceability, collectibility, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith (provided that the Agent shall be obligated to
furnish copies of the Loan Documents to the Lenders); or (e) the value, sufficiency, creation, perfection or priority of any interest in any collateral security. The Agent shall have no duty to
disclose to the Lenders information that is not required to be furnished by the Borrower to the Agent at such time, but is voluntarily furnished by the Borrower to the Agent in its individual
capacity. 


        11.5    Action on Instructions of Lenders.    The Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders unless such action or inaction requires the consent of all
the Lenders or an individual Lender not included in the direction of the Required Lenders pursuant to this Agreement, and such instructions and any action taken or failure to act pursuant thereto
shall be binding on all of the Lenders and on all holders of Notes. The Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it
shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action. 


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        11.6    Employment of Agents and Counsel.    The Agent may execute any of its duties as the Agent hereunder and under
any other Loan Document by or through employees, agents, attorneys and attorneys-in-fact and so long as it exercises reasonable care in the selection of such parties, the Agent
shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, due solely to the default, negligence or misconduct of any such parties. The Agent
shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunder and under any other Loan Document. 


        11.7    Reliance on Documents, Counsel.    The Agent shall be entitled to rely upon any Note, notice, consent,
certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel may be employees of the Agent. 


        11.8    Agent's Reimbursement and Indemnification.    The Lenders agree to reimburse and indemnify the Agent (in its
capacity as Agent but not as Lender) ratably in proportion to their respective Commitments (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by
the Borrower under the Loan Documents including reasonable out-of pocket expenses in connection with the preparation, execution and delivery of the Loan Documents, (ii) for any
other reasonable out-of-pocket expenses incurred by the Agent on behalf of the Lenders, in connection with the administration and enforcement of the Loan Documents and
(iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby,
or the enforcement of any of the terms thereof or
of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Agent or an action
relating to a dispute which is solely between the Agent and one or more Lenders in which the other Lender prevails, or an action taken or not taken by Agent contrary to the express requirements
contained herein pertaining to the requisite number of lenders required to approve or direct certain actions. The obligations of the Lenders under this  Section 11.8 shall survive payment of the
Obligations and termination of this Agreement. 


        11.9    Rights as a Lender.    In the event the Agent is a Lender, the Agent shall have the same rights and powers and
the same duties and obligations hereunder and under any other Loan Document as any Lender and may exercise the same as though it were not the Agent, and the term "Lender" or "Lenders" shall, at any
time when the Agent is a Lender, unless the context otherwise indicates, include the Agent in its individual capacity. The Agent may accept deposits from, lend money to, and generally engage in any
kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower, any Guarantor or any of their Subsidiaries in which
the Borrower, any Guarantor or such Subsidiary is not restricted hereby from engaging with any other Person. 


72









  





        11.10    Lender Credit Decision; Non-Reliance on Agents and Other Lenders.    Each Lender expressly
acknowledges that neither the Agent, BAS, nor any of their officers, directors, employees, agents, attorneys, attorneys-in-fact or Affiliates has made any representations or
warranties to it and that no act by the Agent, BAS or any Affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, any Guarantor, any Qualified Borrower, Investment
Affiliate, or Subsidiary, shall be deemed to constitute any representation or warranty by the Agent or BAS to any Lender. Each Lender represents to the Agent and BAS that it has, independently and
without reliance upon the Agent or BAS or any other Lender, or any of their respective officers, directors, employees, agents, attorneys, attorneys-in-fact, or Affiliates, and
based on such documents and information as it has deemed appropriate made its own credit analysis, appraisal of and investigation into the business, assets, operations, property, financial and other
conditions, prospects and credit worthiness of the Borrower, any Guarantor, any Qualified Borrower, Investment Affiliate, or Subsidiary and made its own decision to make its loans hereunder and enter
into this Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent, BAS or any other lender or any of their respective officers, directors, employees,
agents, attorneys, attorneys-in-fact or Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals, and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations,
property, financial and other conditions, prospects and creditworthiness of the Borrower, any Guarantor, any Qualified Borrower, Investment Affiliate, or Subsidiary. The Agent shall promptly provide
to the Lenders copies of all notices of Default, copies of all financial statements, certificates and other information pursuant to Section 11.14. Except for such notices, reports and other
documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent and BAS shall not have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower, any Guarantor, any Qualified Borrower, Investment
Affiliate or Subsidiary, which may come into the possession of the Agent, BAS or any of their officers, directors, employees, agents, attorneys, attorneys-in-fact or
Affiliates. 


        11.11    Resignation of Agent; Removal of Agent; Successor Agent.    



        (a)    Resignation of Agent.    The Agent may resign at any time by giving prior written notice thereof to the Lenders
and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders and
shall have accepted such appointment within thirty (30) days after the retiring Agent's giving notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor
Agent. Any such successor Agent shall be either a Lender or a commercial bank organized under the laws of the United States of America or any state thereof and have total assets of at least
$25,000,000,000 (as shown on its most recently published statement of condition) and whose debt obligations (or whose parent's debt obligations) are rated not less than Baa1 by Moody's or BBB+ by
Standard & Poor's, and is generally in the business of making loans comparable to the Loans made under this Facility. If the successor Agent is a subsidiary of a bank, total assets and rating
requirement shall apply only to the parent bank. In the event that the retiring Agent, after becoming entitled to appoint a successor Agent as set forth above, does not appoint a successor agent
within sixty (60) days after the retiring Agent giving notice of resignation, the Lenders shall perform all the duties of the Agent hereunder and the Borrower shall make all payments in respect
of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has
accepted the appointment. 


        (b)    Removal of Agent.    The Lenders may remove the Agent as the Agent hereunder and appoint a successor Agent upon
not less than thirty (30) days' prior written notice signed by 



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Lenders whose Commitment Percentages equal 662/3% of the Aggregate Commitment exclusive of the Agent's Commitment, if the Agent is grossly negligent or is guilty of willful misconduct
in the performance of its duties hereunder, as determined in the reasonable discretion of the Lenders signing the foregoing written notice. 


        (c)    Successor Agents.    Upon the acceptance of any appointment as Agent under this Agreement by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent upon written notice thereof to the Borrower, and
the retiring Agent shall be discharged from its duties and obligations under this Agreement excepting with respect to its willful misconduct or gross negligence occurring prior to its discharge. After
any retiring Agent's resignation or removal under this Agreement as Agent, the provisions of this Article 11 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Agent. 




        11.12    Notice of Defaults.    The Agent shall not be deemed to have knowledge or notice of the occurrence of any
Default or Unmatured Default hereunder (other than a Default resulting from the nonpayment of any principal, interest or fees due hereunder) unless the Agent has received notice from a Lender or
another Person referring to a Loan Document describing such Default or Unmatured Default and stating that such notice is a "notice of default." In the event the Agent receives such a notice, the Agent
shall give notice thereof to the Lenders within one (1) Business Day of the Agent's receipt thereof. The Agent shall take such action with respect to such Default or Unmatured Default as shall
be reasonably directed by the Required Lenders. Each Lender shall give the Agent written notice of any Default or Unmatured Default within one (1) Business Day of such Lender's knowledge of a
Default or Unmatured Default. 


        11.13    Requests for Approval.    If the Agent requests in writing the consent or approval of a Lender, unless
otherwise provided herein or in any other Loan Document, such Lender shall respond and either approve or disapprove definitively in writing to the Agent within ten (10) Business Days (or sooner
if such notice specifies a shorter period, but in no event less than five (5) Business Days for responses based on the Agent's good faith determination that circumstances exist warranting its
request for an earlier response) after such written request from the Agent, and within fifteen (15) Business Days of the written request from the Agent and the receipt of all documents and
information required by Sections
5.3 and 5.4, as applicable, when considering new Hotel Properties for inclusion in the Collateral Pool. If the Lender does not
so respond, that Lender shall be deemed to have approved the request. Upon request, the Agent shall notify the Lenders which Lenders, if any, failed to respond to a request for approval. 


        11.14    Copies of Documents.    The Agent shall promptly deliver to each of the Lenders copies of all notices of
Default and other formal notices sent or received and according to Section 14 of this Agreement. The Agent shall deliver to Lenders within fifteen (15) Business Days following receipt,
copies of all financial statements and certificates except to the extent such items are required to be furnished directly to the Lenders by the Borrower hereunder. Within fifteen (15) Business
Days after a request by a Lender to the Agent for other documents previously furnished to the Agent by the Borrower, the Agent shall provide copies of such documents to such Lender except where this
Agreement obligates the Agent to provide copies in a shorter period of time. 


        11.15    Defaulting Lenders.    At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender's right
to vote on matters which are subject to the consent or approval of the Required Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as the Lender is no longer a
Defaulting Lender. If a Defaulting Lender has failed to fund its Percentage of any Advance and until such time as such Defaulting Lender subsequently funds its Percentage of such Advance, all
Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of 


74





 




all principal of, interest on and fees relating to the Loans funded by the other Lenders in connection with any such Advance in which the Defaulting Lender has not funded its Percentage (such
principal, interest and fees being referred to as "Senior Loans" for the purposes of this section). All amounts paid by the Borrower and otherwise due
to be applied to the Obligations owing to such Defaulting Lender pursuant to the terms hereof shall be distributed by the Agent to the other Lenders in accordance with their respective Percentages
(recalculated for the purposes hereof to exclude the Defaulting Lender) until all Senior Loans have been paid in full. At that point, the "Defaulting Lender" shall no longer be deemed a Defaulting
Lender. After the Senior Loans have been paid in full, equitable adjustments will be made in connection with future payments by the Borrower to the extent a portion of the Senior Loans had been repaid
with amounts that otherwise would have been distributed to a Defaulting Lender but for the operation of this Section 11.15. This provision
governs only the relationship among the Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of the Borrower to repay all Loans in accordance with the
terms of this Agreement. The provisions of this section shall apply and be effective regardless of whether a Default occurs and is continuing, and notwithstanding (i) any other provision of
this Agreement to the contrary, (ii) any instruction of the Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender's right to vote on
matters which are subject to the consent or approval of the Required Lenders or all Lenders. 


 
 

ARTICLE XII    
    
    RATABLE PAYMENTS    
  


        If any Lender has payment made to it upon its Loans (other than payments received pursuant to Sections 4.1,  4.2 or 4.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly
upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees,
promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their Loans. In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made. 


 
 

ARTICLE XIII    
    
    BENEFIT OF AGREEMENT; PARTICIPATIONS; ASSIGNMENTS    
  


        13.1    Successors and Assigns.    The terms and provisions of the Loan Documents shall be binding upon and inure to
the benefit of the Borrower, the Guarantors and the Lenders and their successors and permitted assigns, except that (i) the Borrower and the Guarantors shall not have the right to assign their
rights or obligations under the Loan Documents and (ii) any assignment by any Lender must be made in compliance with Section 13.3.
Notwithstanding clause (ii) of this Section 13.1, any Lender may at any time, without the consent of the Borrower or the Guarantors,
assign all or any portion of its rights under this Agreement and its Notes to a Federal Reserve Bank or to an Affiliate; provided, however, that no such assignment shall release the transferor Lender
from its obligations hereunder. The Agent may treat the payee of any Note as the owner thereof for all purposes hereof unless and until such payee complies with  Section 13.3 in the case of an
assignment thereof or, in the case of any other transfer, a written notice of the transfer is filed with the
Agent. Any assignee or transferee of a Note agrees by acceptance thereof to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the
time of making such request or giving such authority or consent is the holder of any Note, shall be conclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Note
or Notes issued in exchange therefor. 


75





 

        13.2    Participations.    



        13.2.1    Permitted Participants; Effect.    Any Lender, in the ordinary course of its business and in accordance with
applicable law, at any time, may sell participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such under the Loan
Documents. Any Person to whom such a participating interest is sold is a "Participant." In the event of any such sale by a Lender of participating
interests to a Participant, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the holder of any such Note for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if
such Lender had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents. 


        13.2.2    Voting Rights.    Each Lender shall retain the sole right to approve, without the consent of any
Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Loan or Commitment in which such
Participant has an interest which forgives principal, interest or fees or reduces the interest rate or fees payable with respect to any such Loan or Commitment or postpones any date fixed for any
regularly-scheduled payment of principal of, or interest or fees on, any such Loan or Commitment or releases any guarantor of any such Loan or releases any substantial portion of collateral, if any,
securing such Loan. 




        13.3    Assignments.    



        13.3.1    Permitted Assignments.    In addition to the assignments permitted in  Section 13.1 hereof, any Lender may, in the
ordinary course of its business, with the prior written consent of the Agent, which consent shall not
be unreasonably withheld, and in accordance with applicable law, at any time, assign all or any portion of its rights and obligations under the Loan Documents pursuant to an assignment agreement
substantially in the form of Exhibit D, to one or more Eligible Assignees, provided that
(a) any such assignment shall be in a minimum aggregate amount of $10,000,000 of such Lender's Commitment, and in integral multiples of $1,000,000 above such amount (or the remaining amount of
the Commitment held by such Lender), (b) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being
assigned, and (c) any Lender wishing to assign all or a portion of its Commitment who has received a bona fide offer to purchase all or a portion of its Commitment must first offer to assign
such Commitment, or portion thereof, for the same sum as set forth in said offer, by written notice to all other Lenders, followed by ten (10) Business Days during which time any other Lender
may by written notice to the assigning Lender as well as the Agent exercise its right of first refusal to purchase such Commitment, or portion thereof. In the event more than one (1) Lender
exercises such right, the amount of the Commitment to be assigned shall be divided equally among such Lenders, with the payment of funds due from each such purchasing Lender to be made within five
(5) Business Days of the date of such written notice from the end of the ten (10) day right of first refusal period. Any Lender considering an assignment of all or a portion of its
Commitment is hereby authorized to disseminate any information it now has or hereafter obtains pertaining to the Facility, including, without limitation, any of the Loan Documents and any credit or
other information on the Borrower and any Guarantor, and any Subsidiaries, Qualified Borrowers or
Investment Affiliates, to any such assignee, or prospective assignee, affiliates of the Agent or the Lenders, including, without limitation, BAS, any regulatory body having jurisdiction over the Agent
or the Lenders, and to any other Persons as necessary or appropriate in the Agent's or the Lenders' reasonable judgment. Unless such Lender assigns its entire interest, it must maintain a minimum
Commitment of 



76





 


$10,000,000 (exclusive of any portion of its Commitment in which it has sold a participation interest, other than participations where such Lender retains full voting control). Notwithstanding the
foregoing provisions, any assignment by a Lender to another Lender, or an Affiliate thereof, or an Affiliate of the assigning Lender shall not be subject to (i) the $10,000,000 minimum
assignment amount, (ii) the requirement to first offer to assign such Commitment, or portion thereof, to all other Lenders, or (iii) the fee in  Section 13.3.2(b) hereof, and, further,
such assignment shall release the transferor Lender from its obligations hereunder. If the Aggregate
Commitment is reduced, the references to $10,000,000 contained in this Section 13.3.1 shall be reduced proportionately. Any Person to whom such
rights and obligations are assigned is a "Purchaser." Such assignment shall be substantially in the form of  Exhibit D hereto or in such other form as
may be agreed to by the parties thereto (the "Assignment"). So long as no Default or Unmatured Default
exists hereunder, in no event shall Agent's Commitment amount be reduced below the largest Commitment amount for any of the other Lenders. 


        13.3.2    Effect; Effective Date.    Upon (a) delivery to the Agent and the Borrower of a notice of assignment,
substantially in the form attached as Exhibit I to Exhibit D hereto (a "Notice of
Assignment"), together with any consents required by Section 13.3.1, and (b) payment of a $3,500 fee to the Agent for processing such
assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect
that none of the consideration used to make the purchase of the Commitment and Loans under the applicable assignment agreement are "plan assets" as defined under ERISA and that the rights and
interests of the Purchaser in and under the Loan Documents will not be "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender
party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an
original party hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall be required to release Bank of America with respect to the percentage of the Aggregate
Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section 13.3.2, the
transferor Lender, Agent and the Borrower shall make appropriate arrangements so that replacement Notes are issued to such transferor Lender, if applicable, and new Notes or, as appropriate,
replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment. 




        13.4    Dissemination of Information.    The Borrower and each Guarantor hereby authorize each Lender to disclose to
the Arranger and to any Participant or Purchaser, or any other Person acquiring an interest in the Loan Documents by operation of law (each a
"Transferee") and any prospective Transferee any and all information in such Lender's possession concerning the creditworthiness of the Borrower, any
Guarantor and their Subsidiaries, provided that such Transferees agree to maintain the confidentiality of any information that is confidential in the manner set forth in  Section 10.14. 



        13.5    Tax Treatment.    If any interest in any Loan Document is transferred to any Transferee which is organized
under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply
with the provisions of Section 2.20. 


        13.6    Possession of Loan Documents and Register.    The Agent shall keep and maintain complete and accurate files
and records of all matters pertaining to the Loan. Upon reasonable prior notice to the Agent by any Lender, other than any privileged attorney/client information or documentation or other internal
information or documentation deemed by the Agent to be privileged or proprietary in nature, the Agent will make available to such Lender and their representatives and agents, the files and records
relating to the Facility for inspection and copying at their expense during normal business hours. The Agent shall also maintain at its address specified pursuant to  Article XIV, a copy of each



77





 




Assignment delivered to and accepted by it and a listing of the names and addresses of the Lenders, the amount of each Lender's Commitment and Percentage (the "Register"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent, and the Lenders may treat each person or entity whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by the Borrower or any Lender during normal business hours upon reasonable prior notice to the
Agent. 


 
 

ARTICLE XIV    
    
    NOTICES    
  


        14.1    Giving Notice.    Except as otherwise permitted by  Section 2.15 with respect to borrowing notices, all notices and
other communications provided to any party hereto under this Agreement or any
other Loan Document shall be in writing or by telex or by facsimile and addressed or delivered to such party at its address set forth below its signature hereto or at such other address as may be
designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid, shall be deemed given when received; any notice, if transmitted by telex
or facsimile, shall be deemed given when transmitted (answer back confirmed in the case of telexes). 


        14.2    Change of Address.    The Borrower, any Guarantor, the Arranger, the Agent and any Lender may each change the
address for service of notice upon it by a notice in writing to the other parties hereto. 


        14.3    Accounts.    The Agent shall deliver to each Lender and the Borrower, and each Lender shall deliver to the
Agent wiring instructions containing account information for purposes of the payment of sums due under this Agreement. 


 
 

ARTICLE XV    
    
    COUNTERPARTS    
  


        This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Guarantors, the Arranger, the Agent and the Lenders and each
party has notified the Agent by telex or telephone, that it has taken such action. 


[The remainder of this page has been intentionally left blank]


78







   
        IN WITNESS WHEREOF, the Borrower, the Guarantors, the Arranger, the Agent and the Lenders have executed this Agreement as of the date first above written. 



	 	 	The "Borrower"
	

 	
 	

RFS PARTNERSHIP, L.P.
	

 	
 	

By:	

RFS Hotel Investors, Inc.

Its General Partner
	

 	
 	

By:	

/s/  KEVIN M. LUEBBERS      

	

 	
 	

Name:	

Kevin M. Luebbers

	

 	
 	

Title:	

Executive Vice President and Chief Financial Officer

	

 	
 	

Notice Address:
	

 	
 	

850 Ridge Lake Blvd., Suite 300

Memphis, Tennessee 38120

Attention:    Kevin Luebbers

Telephone:    901-767-7005

Facsimile:    901-818-5260




[SIGNATURES
CONTINUED ON FOLLOWING PAGE] 


79





 


	 	 	The "Guarantors"
	

 	
 	

RFS HOTEL INVESTORS, INC.
	

 	
 	

By:	

/s/  KEVIN M. LUEBBERS      

	

 	
 	

Name:	

Kevin M. Luebbers

	

 	
 	

Title:	

Executive Vice President and Chief Financial Officer

	

 	
 	

Notice Address:
	

 	
 	

850 Ridge Lake Blvd., Suite 300

Memphis, Tennessee 38120

Attention: Kevin Luebbers

Telephone: 901-767-7005

Facsimile: 901-818-5260




[SIGNATURES
CONTINUED ON FOLLOWING PAGE] 


80





 


	 	 	The "Guarantors"
	

 	
 	

RFS LEASING VII, INC.
	

 	
 	

By:	

/s/  KEVIN M. LUEBBERS      

	

 	
 	

Name:	

Kevin M. Luebbers

	

 	
 	

Title:	

Executive Vice President and Chief Financial Officer

	

 	
 	

Notice Address:
	

 	
 	

850 Ridge Lake Blvd., Suite 300

Memphis, Tennessee 38120

Attention: Kevin Luebbers

Telephone: 901-767-7005

Facsimile: 901-818-5260




[SIGNATURES
CONTINUED ON FOLLOWING PAGE] 


81





 


	 	 	The "Agent"
	

 	
 	

BANK OF AMERICA, N.A.

Individually and as Agent
	

 	
 	

By:	

/s/  LESA J. BUTLER      

	

 	
 	

Name:	

Lesa J. Butler

	

 	
 	

Title:	

Principal

	

 	
 	

Notice Address:
	

 	
 	

Bank of America, N.A.

901 Main Street, 64th Floor

Dallas, Texas 75202

Attention: Lesa J. Butler

Telephone: 214-209-1506

Facsimile: 214-209-0085




[SIGNATURES
CONTINUED ON FOLLOWING PAGE] 


82





 


	 	 	CREDIT SUISSE FIRST BOSTON,

CAYMAN ISLANDS BRANCH
	

 	
 	

By:	

/s/  BILL O'DALY      

	

 	
 	

Name:	

Bill O'Daly

	

 	
 	

Title:	

Director

	

 	
 	

By:	

/s/  CASSANDRA DROOGAN      

	

 	
 	

Name:	

Cassandra Droogan

	

 	
 	

Title:	

Associate

	

 	
 	

Notice Address:

11 Madison Avenue

10th Floor

New York, New York 10010

Attention: Bill O'Daly

Telephone: 212-325-1986

Facsimile: 212-743-2254




[SIGNATURES
CONTINUED ON FOLLOWING PAGE] 


83







  



	 	 	FIRST TENNESSEE BANK NATIONAL ASSOCIATION
	

 	
 	

By:	

/s/  ROBERT P. NIEMAN      

	

 	
 	

Name:	

Robert P. Nieman

	

 	
 	

Title:	

Senior Vice President

	

 	
 	

Notice Address:
	

 	
 	

165 Madison Avenue, 10th Floor

Memphis, Tennessee 38103

Attention: Robert P. Nieman

Telephone: 901-523-4259

Facsimile: 901-523-4235




[SIGNATURES
CONTINUED ON FOLLOWING PAGE] 


84





 


	 	 	PNC BANK, NATIONAL ASSOCIATION
	

 	
 	

By:	

/s/  WAYNE ROBERTSON      

	

 	
 	

Name:	

Wayne Robertson

	

 	
 	

Title:	

Senior Vice President

	

 	
 	

Notice Address:
	

 	
 	

249 5th Avenue

P1-POPP-19-2

Pittsburgh, PA 15222

Attention: Wayne Robertson

Telephone: 412-762-8452

Facsimile: 412-762-6500




[SIGNATURES
CONTINUED ON FOLLOWING PAGE] 


85





 


	 	 	WELLS FARGO BANK, N.A.
	

 	
 	

By:	

/s/  JOHN S. MISIURA      

	

 	
 	

Name:	

John S. Misiura

	

 	
 	

Title:	

Vice President

	

 	
 	

Notice Address
	

 	
 	

2859 Paces Ferry Rd.

Suite 1805

Atlanta, GA 30339

Attention: Jack Misiura

Telephone: 770-435-3800

Facsimile: 770-435-2262




[SIGNATURES
CONTINUED ON FOLLOWING PAGE] 


86





 


	 	 	AMSOUTH BANK
	

 	
 	

By:	

/s/  LAWRENCE CLARK      

	

 	
 	

Name:	

Lawrence Clark

	

 	
 	

Title:	

Vice President

	

 	
 	

Notice Address
	

 	
 	

1900 5th Ave. North, AST #9

Birmingham, AL 35203

Attention: Lawrence Clark

Telephone: 205-581-7493

Facsimile: 205-326-4075




[SIGNATURES
CONTINUED ON FOLLOWING PAGE] 


87





 


	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION
	

 	
 	

By:	

/s/  REX RUDY      

	

 	
 	

Name:	

Rex Rudy

	

 	
 	

Title:	

Vice President

	

 	
 	

Notice Address:
	

 	
 	

Attention: Rex Rudy

Wachovia Bank, National Association

One Wachovia Center

301 South College Street

Charlotte, NC 28288-0171

Telephone: 704-383-6506

Facsimile: 704-383-6205




[SIGNATURES
CONTINUED ON FOLLOWING PAGE] 


88





 


	 	 	UNION PLANTERS BANK, N.A.
	

 	
 	

By:	

/s/  CRAIG E. GARDELLA      

	

 	
 	

Name:	

Craig E. Gardella

	

 	
 	

Title:	

Senior Vice President

	

 	
 	

Notice Address:
	

 	
 	

6200 Poplar Avenue

HQ04

Memphis, Tennessee 38119

Attention: Craig Gardella

Telephone: 901-580-5507

Facsimile: 901-580-5451



89











  



 
 

EXHIBIT A    
    
    NOTE    
    
    FORM OF NOTE    
  



	$                        	 	October 31, 2002






        RFS
Partnership, L.P., a Tennessee limited partnership (the "Borrower"), promises to pay to the order of                        (the
"Lender") the principal sum                        Dollars
($                        ), in immediately available funds at the main office of Bank of America, N.A. in Dallas, Texas, together
with interest on the unpaid principal amount hereof at the rates and on the
dates set forth in the Agreement (as hereinafter defined). The Borrower shall pay the remaining unpaid principal of and accrued and unpaid interest on this Loan in full on the Facility Termination
Date. 


        The
Lender shall, and is hereby authorized to, record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. 


        This
Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Sixth Amended and Restated Revolving Credit Agreement among the Borrower, Bank of America, N.A.,
individually as
a Lender and as Agent, Banc of America Securities LLC, and the other Lenders named therein, dated as of the date hereof (the "Agreement"), to which Agreement reference is hereby made for a statement
of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not
otherwise defined herein are used with the meanings attributed to them in the Agreement. 


        If
there is an Unmatured Default or Default under the Agreement or any other Loan Document and Agent exercises the remedies provided under the Agreement and/or any of the Loan Documents
for the Lenders, then in addition to all amounts recoverable by the Agent and the Lenders under such documents, the Agent and the Lenders shall be entitled to receive on demand reasonable attorneys
fees and expenses incurred by Agent and the Lenders in connection with the exercise of such remedies. 



        The
Borrower and all endorsers severally waive presentment, protest and demand, notice of protest, demand and of dishonor and nonpayment of this Note, and any and all lack of diligence
or delays in collection or enforcement of this Note, and expressly agree that this Note, or any payment hereunder, may be extended from time to time, and expressly consent to the release of any party
liable for the obligation secured by this Note, the release of any of the security for this Note, the acceptance of any other security therefor, or any other indulgence or forbearance whatsoever, all
without notice to any party and without affecting the liability of the Borrower and any endorsers hereof. 


        This
Note is issued in renewal, extension, substitution and rearrangement (but not in satisfaction) of that certain Note in the stated principal amount of
$                        , dated
July 16, 2001, executed by the Borrower and payable to the order of the Lender. 


        This
Note shall be governed and construed under the internal laws of the State of Tennessee. 


90





 



        IN
WITNESS WHEREOF, the Borrower has executed this Note under seal as of the date first written above. 



	 	 	RFS PARTNERSHIP, L.P.
	
 	
 	

By:	
 	

RFS Hotel Investors, Inc.

Its General Partner
	

 	
 	

 	
 	

By:	

 
	 	 	 	 	 	

	 	 	 	 	Name:	 
	 	 	 	 	 	

	 	 	 	 	Title:	 
	 	 	 	 	 	






        [CORPORATE
SEAL] 



	 	 	Notice Address:
	

 	
 	

850 Ridge Lake Blvd., Suite 300

Memphis, Tennessee 38120
	 	 	Attention:	Kevin Luebbers
	 	 	Telephone:	901-767-7005
	 	 	Facsimile:	901-818-5260




91






  



 
 

EXHIBIT B    
    
    FORM OF OPINION    
  


                        ,
20    



The
Agent and

the Lenders who are parties to

Credit Agreement described below 




        Gentlemen/Ladies:



        We
are counsel for RFS Partnership, L.P. (the "Borrower"), RFS Hotel Investors, Inc. ("RFS Investors") and RFS Leasing VII, Inc. ("RFS Leasing"; RFS Investors and RFS
Leasing are hereinafter collectively referred to as the "Guarantors"), and have represented the Borrower and the Guarantors in connection with their execution and delivery of that certain Sixth
Amended and Restated Revolving Credit Agreement among the Borrower, the Guarantors, Bank of America, N.A., individually and as Agent, Banc of America Securities LLC and the Lenders named therein,
providing for Advances in an aggregate principal amount not exceeding $140,000,000 at any one time outstanding and dated as of October 31, 2002 (the "Agreement"). All capitalized terms used in
this opinion and not otherwise defined shall have the meanings attributed to them in the Agreement. 


        We
have examined the Borrower's Partnership Agreement and Covenants as well as each Guarantor's articles of incorporation, by-laws, and resolutions, the Loan Documents and
such other matters of fact
and law which we deem necessary in order to render this opinion. Based upon the foregoing, it is our opinion that: 



        1.    The
Borrower and each Guarantor and each of their Subsidiaries and each Qualified Borrower are either duly incorporated corporations or duly qualified and formed limited
partnerships, validly existing and in good standing under the laws of their states of incorporation or formation, and they each have all requisite authority and power to enter into, and perform the
obligations under, the Loan Documents and to conduct business in each jurisdiction in which they conduct business. 


        2.    The
execution and delivery of the Loan Documents by the Borrower and each Guarantor and the performance by them of their respective obligations under the Loan Documents
have been duly authorized by all necessary corporate action and/or proceedings on their part and will not: 



        (a)  require
any consent of the Borrower's limited partners or any Guarantor's shareholders; 


        (b)  violate
any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any Guarantor or any of their Subsidiaries or the
Borrower's, any Guarantor's or any Subsidiary's articles of incorporation, by-laws, certificate of limited partnership, partnership agreement, or any indenture, instrument or agreement
binding upon the Borrower or any Guarantor or any of their Subsidiaries; 


        (c)  result
in, or require, the creation or imposition of any Lien pursuant to the provisions of any indenture, instrument or agreement binding upon the Borrower or any
Guarantor or any of their Subsidiaries. 




        3.    The
Loan Documents have been duly executed and delivered by the Borrower and each Guarantor and constitute their legal, valid and binding obligations enforceable in
accordance with their respective terms except to the extent the enforcement thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally
and subject also to the availability of equitable remedies if equitable remedies are sought. 



92





 

        4.    There
is no litigation or proceeding against the Borrower or any Guarantor or any of their Subsidiaries which, if adversely determined, could have a Material Adverse
Effect. 


        5.    No
approval, authorization, consent, adjudication or order of, or registration or filing with, any governmental authority, which has not been obtained or made by the
Borrower or any Guarantor or any of their Subsidiaries, is required to be obtained or made by the Borrower or any Guarantor or any of their Subsidiaries in connection with the execution and delivery
of the Loan Documents, the borrowings under the Agreement or in connection with the payment by the Borrower or the Guarantors of their obligations under the Loan Documents. 


        6.    The
Loan does not violate the usury laws or laws regulating the use or forbearance of money of Tennessee and the operation of any term of the Agreement or Loan Documents,
including, without limitation, the terms regarding late charges and default interest rate or the lawful exercise of any right thereunder, shall not render the Agreement or Loan Documents
unenforceable, in whole or in part, or subject to any right of rescission. set-off, counterclaim or defense. 


        7.    RFS
Investors qualifies as a real estate investment trust in accordance with all applicable requirements of the Internal Revenue Code. 




        This
opinion may be relied upon by the Agent, the Lenders and their participants, assignees and other transferees. 



	 	 	Very truly yours,
	

 	
 	






93






  



 
 

EXHIBIT C    
    
    COMPLIANCE CERTIFICATE    
  



	TO:
	The
Agent and the Lenders who are parties to the Agreement described below 




        This
Compliance Certificate is furnished pursuant to that certain Sixth Amended and Restated Revolving Credit Agreement dated as of October 31, 2002 (as amended, modified, renewed
or extended from time to time, the "Agreement") executed by and among (among others) RFS Partnership, L.P. (the "Borrower"), Bank of America, N.A., individually and as Agent, and the Lenders named
therein. Unless otherwise defined herein, capitalized terms used in the Compliance Certificate have the meanings ascribed thereto in the Agreement. 


        THE
UNDERSIGNED HEREBY CERTIFIES THAT: 



	1.
	I
am the duly elected Chief Financial Officer of the Borrower.



	2.
	I
have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its
Subsidiaries, each Guarantor and its Subsidiaries, and any Investment Affiliates and Qualified Borrowers during the accounting period covered by the financial statement attached (or most recently
delivered to the Agent if none are attached).



	3.
	The
examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Material Adverse Effect,
Default or Unmatured Default
during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate, except as set forth below.



	4.
	Schedule I,
Exhibit I-1 and Exhibit I-2 (if attached) attached hereto set forth financial data and computations and other information
evidencing the Borrower's compliance with certain covenants of the Agreement, all of which data, computations and information (or if no Schedule I, Exhibit I-1 or
Exhibit I-2 are attached, the data, computations and information contained in the most recent Schedule I, Exhibit I-1 and Exhibit I-2
attached to a prior Compliance Certificate) are true, complete and correct in all material respects.



	5.
	The
financial statements and reports referred to in Section 7.1 of the Agreement which are delivered concurrently with the delivery of this Compliance Certificate, if any,
fairly present in all material respects the consolidated financial condition and operations of the Borrower, each Guarantor and their Subsidiaries at such date and the consolidated results of their
operations for the period then-ended, in accordance with GAAP applied consistently throughout such period and with prior periods (except as otherwise approved, and disclosed therein).
Further, the Property Operating Income for each Collateral Pool Property has been reported in accordance with GAAP and adjusted per the definition of the Property Operating Income contained in the
Agreement. The following required reporting items are not yet available but will be delivered within the ten (10) Business Day grace period: 




        Described
below are the exceptions, if any, to paragraph 3 including, in detail, the nature of the condition or event, the period during which it has existed and the action which
the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: 



	 	 	

	

 	
 	


	

 	
 	


	

 	
 	






94





 

        The
foregoing certifications, together with the computations and information set forth in Schedule I, Exhibit I-1 and Exhibit I-2 hereto and
the financial statements delivered with this Compliance Certificate in support hereof, are made and delivered this    day
of                        , 20    . 



	RFS PARTNERSHIP, L.P.	 	 
	By:	 	RFS Hotel Investors, Inc.

        its General Partner	 	 
	

By:	
 	

 	
 	

 
	 	 	
	 	 
	Name:	 	Kevin M. Luebbers	 	 
	 	 	
	 	 
	Title:	 	CFO	 	 
	 	 	
	 	 




95






   SCHEDULE I  


Calculation of Covenants (in 000's)  



        The calculations in this document are based on results for the fiscal period ending on the        day
of            , 20    . This document
is showing the demonstration of actual compliance. 


(1)    Investments (amounts expended to date) in Non-conforming Investments shall not exceed 15% of Total Assets (Section 7.4)



	(a)	 	Total Assets	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(b)	 	Total percent from below	 	 	 	%
	 	 	 	 	 	 	 	 	
	 





	Non-conforming Investments
 
	 	GAAP Value
	 	Percent of Total Assets
	 
	(i)	 	Unimproved Land	 	$	 	 	 	%
	 	 	 	 	
	 	
	 
	(ii)	 	Other non-income producing property holdings (excluding cash and Cash Equivalents that are hereby deemed conforming) and income producing properties other than Hotel Properties or other investments not considered the
Borrower's primary course of business;	 	$	 	 	 	%
	 	 	 	 	
	 	
	 
	(iii)	 	Stock holdings (excluding stock holdings in Subsidiaries and Investment Affiliates engaged in the Borrower's primary course of business that are hereby deemed conforming);	 	$	 	 	 	%
	 	 	 	 	
	 	
	 
	(iv)	 	mortgages; and	 	$	 	 	 	%
	 	 	 	 	
	 	
	 
	(v)	 	Joint Ventures and partnerships (excluding those investments in Investment Affiliates engaged in the Borrower's primary course of business that are hereby deemed conforming).	 	$	 	 	 	%
	 	 	 	 	
	 	
	 
	TOTAL	 	$	 	 	 	%
	 	 	 	 	
	 	
	 





	(c)	 	Is (b) less than or equal to 15%?	 	$	 
	 	 	 	 	 	 	 	 	






(2)    Total aggregate amount of all budgeted costs (whether or not actually expended) for Hotel Properties under development shall never exceed 10% of Total Assets.
(Section 7.4)



	(a)	 	Total budgeted costs for development	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(b)	 	Total Assets	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(c)	 	Result of (a) divided by (b)	 	 	 	%
	 	 	 	 	 	 	 	 	
	 
	(d)	 	Is (c) less than or equal to 10%?	 	 	 	 
	 	 	 	 	 	 	 	 	
	 





(3)    Total investment in the aggregate in Joint Ventures, partnerships and other Investment Affiliates in Borrower's primary course of business shall never exceed
25% of Total Assets. (Section 7.4)



	(a)	 	Investment in Joint Ventures, partnerships, etc.	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(b)	 	Total Assets	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(c)	 	Result of (a) divided by (b)	 	 	 	%
	 	 	 	 	 	 	 	 	
	 
	(d)	 	Is (c) less than or equal to 25%?	 	 	 	 
	 	 	 	 	 	 	 	 	
	 



96





 

	(e)	 	Is the Borrower in control (from a voting standpoint) of each Joint Venture, Partnership or Other Investment Affiliate engaged in the Borrower's primary course of business that would cause the total investment in such
entities to exceed 15% of Total Assets (but be less than 25% of Total Assets).	 	 	 	 





(4)    Each Guarantor's distributions shall not exceed the amount set forth in Section 7.11



	(a)	 	Cumulative Distributions	 	$	 
	 	 	 	 	 	 	 	 	

	(b)	 	Plus $25,000,000	 	$	25,000,000
	 	 	 	 	 	 	 	 	

	(c)	 	Plus: Funds Available for Distribution for the applicable reporting period	 	$	 
	 	 	 	 	 	 	 	 	

	(d)	 	Plus: Net Proceeds of stock issuances/offerings	 	 	 
	
(e)	
 	

Less: The sum of dividends paid after Closing Date plus funds utilized to purchase/redeem/retire any Guarantor's stock	
 	
$	

 
	 	 	 	 	 	 	 	 	

	(f)	 	Result of (b) plus (c) plus (d), less (e)	 	$	 
	 	 	 	 	 	 	 	 	

	(g)	 	Is (f) less than or equal to (a)?	 	 	 
	 	 	 	 	 	 	 	 	






(5)    Consolidated Net Worth shall be maintained at not less than the sum of $250,000,000 plus 75% of the net proceeds received by Borrower, each Guarantor and any
Subsidiary (net of customary fees and expenses) of any stock issuance/offering, less 75% of funds utilized to purchase/redeem/retire any stock of Borrower, any Guarantor or any Subsidiary.
(Section 7.17)



	(a)	 	Consolidated Net Worth	 	 	 
	

 	
 	

(i)	
 	

Total Assets	
 	
$	

 
	 	 	 	 	 	 	 	 	

	 	 	(ii)	 	Total Liabilities	 	$	 
	 	 	 	 	 	 	 	 	

	 	 	(iii)	 	Minority Interest	 	$	 
	 	 	 	 	 	 	 	 	

	 	 	(iv)	 	Consolidated Net worth [(i) less (ii) and (iii)]	 	$	 
	 	 	 	 	 	 	 	 	

	(b)	 	$250,000,000	 	 	 
	

(c)	
 	

Product of .75 times the net proceeds from equity offerings since the Closing Date less product of .75 times the amount of funds utilized to purchase/redeem/retire stock after the Closing Date	
 	
$	

 
	 	 	 	 	 	 	 	 	

	(d)	 	Sum of (b) plus (c)	 	$	 
	 	 	 	 	 	 	 	 	

	(e)	 	Is (d) less than or equal to (a)(iv)?	 	 	 
	 	 	 	 	 	 	 	 	






(6)    Minimum Collateral Pool Debt Coverage Ratio must be at least 2.00:1.00 at all Times. (Section 7.18(a)(i))



	(a)	 	Adjusted Cash Flow from the Collateral Pool Properties (Page 2 of Exhibit I-1)	 	$	 
	 	 	 	 	 	 	 	 	

	(b)	 	Implied Debt Service	 	 	 
	

 	
 	

(i)	
 	

Allocated Facility Amount	
 	
 	

 
	

 	
 	

 	
 	

(A)	
 	

Outstanding Advances	
 	
$	

 
	 	 	 	 	 	 	 	 	

	 	 	 	 	(B)	 	Facility Letter of Credit Obligations	 	$	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	(C)	 	Allocated Facility Amount is (A) plus (B)	 	$	 
	 	 	 	 	 	 	 	 	

	 	 	(ii)	 	Constant	 	 	 
	

 	
 	

 	
 	

(A)	
 	

most recent month's 7 year Treasury	
 	
 	

 
	 	 	 	 	 	 	 	 	

	 	 	 	 	(B)	 	sum of (A) plus 2.25%	 	 	 
	 	 	 	 	 	 	 	 	




97





 

	 	 	 	 	(C)	 	constant using (B) and 25 year amortization	 	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	(D)	 	greater of 9% or (C)	 	 	 
	 	 	 	 	 	 	 	 	

	 	 	(iii)	 	Implied Debt Service	 	 	 
	

 	
 	

 	
 	

(A)	
 	

Monthly payment to fully amortize (b)(i)(C) using (b)(ii)(D)	
 	
$	

 
	 	 	 	 	 	 	 	 	

	 	 	 	 	(B)	 	Implied Debt Service is 12 times (A)	 	$	 
	 	 	 	 	 	 	 	 	

	(c)	 	Minimum Collateral Pool DSC ratio is (a) divided by (b) (iii) (B)	 	 	 
	 	 	 	 	 	 	 	 	

	(d)	 	Is (c) greater than or equal to 2.00:1.00 (i.e. 200%)?	 	 	 
	 	 	 	 	 	 	 	 	






(7)    Minimum Corporate Debt Coverage Ratio must be equal to or greater than 2.25:1.00 at all times. (Section 7.18(a)(ii)) [NOTE: IS THIS
SECTION (7) NECESSARY/REQUIRED?]



	(a)	 	Adjusted EBITDA	 	 	 	 
	

 	
 	

(i)	
 	

EBITDA (trailing 12 month historical)	
 	
 	

 	
 
	

 	
 	

 	
 	

(A)	
 	

EBITDA from Borrower, Guarantors and Subs	
 	
$	

 	
 
	 	 	 	 	 	 	 	 	
	 
	 	 	 	 	(B)	 	Allocable EBITDA from Investment Affiliates	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	 	 	 	 	(C)	 	EBITDA is (A) plus (B)	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	 	 	(ii)	 	Capital Expenditure Reserve Amount	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	 	 	(iii)	 	Adjusted EBITDA is (i)(C) minus (ii)	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(b)	 	Debt Service on Consolidated Total Indebtedness (trailing 12 month historical)	 	 	 	 
	

 	
 	

(i)	
 	

Interest Expense for Borrower, Guarantor and Subs	
 	
$	

 	
 
	 	 	 	 	 	 	 	 	
	 
	 	 	(ii)	 	Interest Expense for Investment Affiliates (greater of percentage of ownership interest in Investment Affiliate, or amount of all interest expense on recourse debt that Borrower, Guarantors or Sub have in Investment
Affiliate)	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	 	 	(iii)	 	Regularly scheduled principal payments for Borrower, Guarantors and Subs	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	 	 	(iv)	 	Percentage of regularly scheduled principal payments by Investment Affiliate (equal to the greater of the percentage for which Borrower, Guarantors, or Sub is liable or percentage ownership interest in Investment
Affiliate)	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	 	 	(v)	 	Debt Service is sum of (i) through (iv)	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(c)	 	Minimum Corporate Debt Coverage Ratio is (a)(iii) divided by (b)(v)	 	 	 	%
	 	 	 	 	 	 	 	 	
	 
	(d)	 	Is (c) greater than or equal to 2.25:1.00 (i.e. 225%)?	 	 	 	 
	 	 	 	 	 	 	 	 	
	 





(8)    Minimum Corporate Fixed Charge Ratio must be equal to or greater than 1.75:1.00 at all times. (Section 7.18(a)(iii))



	(a)	 	Adjusted EBITDA is 7(a)(iii)	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(b)	 	Debt Service on Consolidated Total Indebtedness is (7)(b)(v)	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(c)	 	Preferred dividends paid during trailing 12 months	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(d)	 	Corporate Fixed Rate Charge Ratio is (a) divided by the sum of (b) and (c)	 	 	 	%
	 	 	 	 	 	 	 	 	
	 
	(e)	 	Is (d) greater than or equal to 1.75:1.00 (ie 175%)?	 	 	 	 
	 	 	 	 	 	 	 	 	
	 




98





 

(9)    Minimum Interest Coverage shall at all times be equal to or greater than 2.00:1.00 for period from Closing Date until 12/31/03 and equal to or greater than
2.25:1.00 for period from 3/31/04 through Facility Termination Date. (Section 7.18 (b))



	(a)	 	Adjusted EBITDA is (7)(a)(iii)	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(b)	 	Interest Expense is (7)(b)(i) plus (7)(b)(ii)	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(c)	 	Minimum Interest Coverage is (a) divided by (b)	 	 	 	%
	 	 	 	 	 	 	 	 	
	 
	(d)	 	Is (c) equal to or greater than 2.00:1.00 (200%) from Closing Date until 12/31/03 and equal to or greater than 2.25:1.00 (225%) from 3/31/04 through Facility Termination Date?	 	 	 	 
	 	 	 	 	 	 	 	 	
	 





(10)    Total Indebtedness Limitation (Section 7.18 (c))



	(a)	 	Consolidated Total Indebtedness (Exhibit I-2)	 	$	 
	 	 	 	 	 	 	 	 	

	(b)	 	Adjusted EBITDA (from (7)(a)(iii)	 	$	 
	 	 	 	 	 	 	 	 	

	(c)	 	Multiplier of (i) 5.5 times Adjusted EBITDA from (7)(a)(iii) for the period through 12/31/03, (ii) 5.25 times Adjusted EBITDA from (7)(a)(iii) for period from 3/31/04 through 12/31/04 and (iii) 5.0 times Adjusted EBITDA
from (7)(a)(iii) for period from 3/31/05 through the Facility Termination Date	 	$	 
	 	 	 	 	 	 	 	 	

	(d)	 	Is (a) equal to or less than (c)?	 	 	 
	 	 	 	 	 	 	 	 	






(11)    Total Liabilities Limitation. (Section 7.18 (d)) [NOTE: IS THIS SECTION (11) NECESSARY/REQUIRED?]



	(a)	 	Total Liabilities	 	$	 
	 	 	 	 	 	 	 	 	

	(b)	 	Result of the following	 	 	 
	

 	
 	

(i)	
 	

Consolidated Net Worth is 5(a)(iv)	
 	
$	

 
	 	 	 	 	 	 	 	 	

	 	 	(ii)	 	50% of the sum of (a) and (b)(i)	 	$	 
	 	 	 	 	 	 	 	 	

	(c)	 	Is (a) equal to or less than (b) (ii)?	 	 	 
	 	 	 	 	 	 	 	 	






(12)    Limit on Additional Indebtedness. (Section 7.18(d))



	(a)	 	Amount of additional Indebtedness incurred by Borrower, Guarantors, Qualified Borrowers and Subsidiaries after the Closing Date, excluding senior or subordinate unsecured Indebtedness which (i) does not violate any of the
terms of the Agreement and (ii) is approved in advance by the Agent.	 	$	 
	 	 	 	 	 	 	 	 	

	(b)	 	Is (a) less than or equal to $15MM?	 	 	 
	 	 	 	 	 	 	 	 	

	(c)	 	If the answer to (b) is "no", was prior to written approval received from Agent on behalf of all Lenders?	 	 	 
	 	 	 	 	 	 	 	 	






(13)    At no time shall the Allocated Facility Amount exceed the Borrowing Base. (Section 7.18 (e))



	(a)	 	Allocated Facility Amount is (6)(b)(i)(C)	 	$	 
	 	 	 	 	 	 	 	 	

	(b)	 	Borrowing Base is (12)(a)	 	$	 
	 	 	 	 	 	 	 	 	

	(c)	 	Is (a) less than or equal to (b)?	 	 	 
	 	 	 	 	 	 	 	 	






(14)    At no time shall the Leverage Ratio exceed 55%. (Section 7.18(f))



	(a)	 	Consolidated Total Indebtedness is (10)(a)	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(b)	 	Total Asset Value	 	 	 	 



99





 

	

 	
 	

(i)	
 	

Cost of all open Hotel Properties owned or open less than four fiscal quarters (Page 7 of Exhibit I-1)	
 	
$	

 	
 
	 	 	 	 	 	 	 	 	
	 
	 	 	(ii)	 	Implied Value of all Hotel Properties owned or open for four fiscal quarters or more (Page 7 of Exhibit I-1)	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	 	 	(iii)	 	100% of GAAP Cash and Cash Equivalents	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	 	 	(iv)	 	Total Asset Value is sum of (i) through (iii)	 	$	 	 
	 	 	 	 	 	 	 	 	
	 
	(c)	 	Leverage Ratio is (a) divided by (b)(iv)	 	 	 	%
	 	 	 	 	 	 	 	 	
	 
	(d)	 	Is (c) less than or equal to 55%?	 	 	 	 
	 	 	 	 	 	 	 	 	
	 
	(e)	 	The resulting LIBOR Basis margin is	 	 	 	 
	 	 	 	 	 	 	 	 	
	 





	Leverage Ratio
	 	LIBOR Margin
	 	 

	<25%	 	150 bps	 	 
	325% and <35%	 	165 bps	 	 
	335% and <40%	 	175 bps	 	 
	340% and <45%	 	200 bps	 	 
	350%	 	250 bps	 	 






	(f)	 	The resulting Prime Basis margin is	 	 
	 	 	 	 	 	 	 	 	






	Leverage Ratio
	 	Prime Margin
	 	 

	<25%	 	0 bps	 	 
	325% and <35%	 	0 bps	 	 
	335% and <40%	 	25 bps	 	 
	340% and <45%	 	50 bps	 	 
	345% and <50%	 	75 bps	 	 
	350%	 	100 bps	 	 






(15)    Property Breaches. (Section 7.24)



	(a)	 	Has there been a Property Breach or environmental disclosure in Schedule 4 to the Agreement?	 	 
	 	 	 	 	 	 	 	 	

	 	 	(i)	 	If so, please list the nature of each breach on a separate attachment hereto (indicate whether an attachment was necessary via a yes/no answer)	 	 
	 	 	 	 	 	 	 	 	

	 	 	(ii)	 	If so, the covenants calculated herein should be performed both with and without the affected properties(indicate whether this was necessary via a yes/no answer)	 	 
	 	 	 	 	 	 	 	 	

	(16)	 	Has Robert Solmson ceased to be a member of the Board of Directors of RFS Investors? If so, please state date. (Section 8.16)	 	 
	 	 	 	 	 	 	 	 	






NOTE:    To the extent of any inconsistencies between the form of this Compliance Certificate and the terms of the Agreement, the terms of the
Agreement shall prevail.


100








   BORROWING BASE LIMITS (in 000's)  



	COMPLETED DEVELOPMENT HOTELS IN SECURED POOL	 	 	 	 
	
(a)	
 	

Borrowing Base attributable to Completed Development Hotels in the Secured Pool	
 	
$	

 	
 
	 	 	 	 	
	 
	(b)	 	Secured Pool Borrowing Base	 	$	 	 
	 	 	 	 	
	 
	 	 	(a) divided by (b)	 	 	 	%
	 	 	 	 	
	 
	If the result above is greater than 15%, then the Secured Borrowing Base must be adjusted downward such that the percentage is met.	 	 	 	 
	
Adjusted Secured Pool Borrowing Base*	
 	
 	

 	
 
	 	 	 	 	
	 
	VALUE ATTRIBUTABLE TO COMPLETED DEVELOPMENT HOTELS	 	 	 	 
	
(a)	
 	

Value attributable to Completed Development Hotels in the Secured Pool	
 	
$	

 	
 
	 	 	 	 	
	 
	(b)	 	Value of all Secured Pool Properties	 	$	 	 
	 	 	 	 	
	 
	 	 	(a) divided by (b)	 	 	 	%
	 	 	 	 	
	 
	If the result above is greater than 15%, then the Secured Borrowing Base must be adjusted downward such that the percentage is met.	 	 	 	 
	
Adjusted Value of all Secured Pool Properties*	
 	
$	

 	
 
	 	 	 	 	
	 
	Adjusted Secured Pool Borrowing Base*	 	$	 	 
	 	 	 	 	
	 
	FINAL ADJUSTED BORROWING BASE	 	 	 	 
	
Final Adjusted Borrowing Base*	
 	
$	

 	
 
	 	 	 	 	
	 






	*
	If
no adjustment has been made, then fill in the unadjusted figure. Include adjustments made due to covenants. 


101





 
EXHIBIT I-2  


CONSOLIDATED TOTAL INDEBTEDNESS (in 000's)  


        Consolidated Total Indebtedness means, without duplication, the sum of the following. 



	a)	 	Total Liabilities	 	$	 
	 	 	 	 	

	b)	 	Deferred purchase price of property or services	 	$	 
	 	 	 	 	

	c)	 	Other indebtedness evidenced by a note, bond, etc.	 	$	 
	 	 	 	 	

	d)	 	Capitalized Lease Obligations	 	$	 
	 	 	 	 	

	e)	 	Acceptances issued	 	$	 
	 	 	 	 	

	f)	 	Guarantee Obligations	 	$	 
	 	 	 	 	

	g)	 	Reimbursement obligations for letters of credit and other contingent liabilities	 	$	 
	 	 	 	 	

	h)	 	Non-recourse liabilities secured by a lien	 	$	 
	 	 	 	 	

	i)	 	Repurchase obligations or liabilities with respect to accounts or notes receivable which have been sold	 	$	 
	 	 	 	 	

	j)	 	Pro rata share of debt in Investment Affiliates and any loans where entity is liable as general partner	 	$	 
	 	 	 	 	

	k)	 	Greater of recourse interest in Investment Affiliate's debt or pro rata interest in all debt owned by Investment Affiliate	 	$	 
	 	 	 	 	

	l)	 	Pre-sale obligations relating to repurchase of real or personal property	 	$	 
	 	 	 	 	

	m)	 	Amounts payable under interest rate protection products	 	$	 
	 	 	 	 	

	n)	 	Any other amount considered debt by rating agencies	 	$	 
	 	 	 	 	

	o)	 	Forward equity commitments	 	$	 
	 	 	 	 	

	p)	 	Total Consolidated Indebtedness is sum of above	 	$	 
	 	 	 	 	





102






  



 
 

EXHIBIT D    
    
    ASSIGNMENT AGREEMENT    
  


        This Assignment Agreement (this "Assignment Agreement")
between                        (the "Assignor")
and                        (the "Assignee") is dated as of
                        , 20    . The parties hereto agree as follows: 



        1.    PRELIMINARY STATEMENT.    The Assignor is a party to that certain Sixth Amended and Restated Revolving Credit
Agreement (which, as it may be amended, modified, renewed or extended from time to time is herein called the "Credit Agreement") described in Item I of  Schedule 1 attached hereto
("Schedule 1"). Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to them in the Credit Agreement. 



        2.    ASSIGNMENT AND ASSUMPTION.    The Assignor hereby sells and assigns to the Assignee, without recourse and
without representation or warranty, express or implied, except as expressly set forth herein, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor's
rights and obligations under the Credit Agreement and the other Loan Documents, such that after giving effect to such assignment the Assignee shall have purchased pursuant to this Assignment Agreement
the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement and the
other Loan Documents. The aggregate Commitment (or Loans, if the applicable Commitment has been terminated) purchased by the Assignee hereunder is set forth in Item 4 of  Schedule 1.



        3.    EFFECTIVE DATE.    The effective date of this Assignment Agreement (the "Effective Date") shall be the later of
the date specified in Item 5 of Schedule 1 or, if any Assignor is other than Bank of America two (2) Business Days (or such shorter period agreed to by the Agent) after a Notice
of Assignment substantially in the form of Exhibit "I" attached hereto has been delivered to the Agent. In no event will the Effective Date occur
if the payments required to be made by the Assignee to the Assignor on the Effective Date under Section 4 hereof are not made on the proposed
Effective Date, unless otherwise agreed to in writing by Assignor and Assignee. The Assignor will notify the Assignee of the proposed Effective Date no later than the Business Day prior to the
proposed Effective Date. As of the Effective Date, (i) the Assignee shall have the rights and obligations of a Lender under the Loan Documents with respect to the rights and obligations
assigned to the Assignee hereunder and (ii) the Assignor shall
relinquish its rights and be released from its corresponding obligations under the Loan Documents with respect to the rights and obligations assigned to the Assignee hereunder. 



        4.    PAYMENTS OBLIGATIONS.    On and after the Effective Date, the Assignee shall be entitled to receive from the
Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement
payments made on or after the Effective Date with respect to the interest assigned hereby. In consideration for the sale and assignment of Loans hereunder, (i) the Assignee shall pay the
Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Prime Loans assigned to the Assignee hereunder and (ii) with respect to each LIBOR Loan made by
the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to
by the Assignor and the Assignee or (c) on the date on which any such LIBOR Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses
(a), (b) or (c) being hereinafter referred to as the "LIBOR Due Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such LIBOR Loan
assigned to the Assignee which is outstanding on the LIBOR Due Date. If the Assignor and the Assignee agree that the applicable LIBOR Due Date for such LIBOR Loan shall be the Effective Date, they
shall agree, solely for purposes of dividing interest paid by the 



103





 





Borrower on such LIBOR Loan, to an alternate interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the related Interest Period
(the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate, with respect to such LIBOR Loan for such period, shall be remitted to the Assignor. In the
event a prepayment of any LIBOR Loan which is existing on the Effective Date and assigned by the Assignor to the Assignee hereunder occurs after the Effective Date but before the applicable LIBOR Due
Date, the Assignee shall remit to the Assignor any excess of the funding indemnification amount paid by the Borrower under Section 3.4 of the Credit Agreement as well as an account of such
prepayment with respect to the portion of such LIBOR Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment amount were calculated based on the Agreed
Interest Rate and only covered the portion of the Interest Period after the Effective Date. The Assignee will promptly remit to the Assignor (i) the portion of any principal payments assigned
hereunder and received from the Agent with respect to any LIBOR Loan prior to its LIBOR Due Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the
portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Prime Loans or fees, or the LIBOR Due Date, in the case of LIBOR Loans, and not
previously paid by the Assignee to the Assignor. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party
receiving such amount shall promptly remit it to the other party hereto. 


        5.    REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S LIABILITY.    The Assignor represents and
warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim created by the Assignor. It is
understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the
Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or Attorneys shall be responsible for (i) the due execution, legality, validity, enforceability,
genuineness, sufficiency or collectibility of any Loan Document, including without limitation, documents granting the Assignor and
the other Lenders a security interest in assets of the Borrower or any guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Loan Documents,
(iii) the financial condition or creditworthiness of the Borrower or any guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Loan
Documents, (v) inspecting any of the Collateral Pool Properties, books or records of the Borrower, the Guarantors, their Subsidiaries or Investment Affiliates, (vi) the validity,
enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of judgment, or action taken or
omitted to be taken in connection with the Loans or the Loan Documents. 


        6.    REPRESENTATIONS OF THE ASSIGNEE.    The Assignee (i) confirms that it has received a copy of the Credit
Agreement and the other Loan Documents, together with copies of the financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Documentation Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents,
(iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the 



104





 





attachment to Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and
assumption hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be "plan assets" under ERISA, (vii) attaches
either U.S. Internal Revenue Service Form 4224 or Form 1001 certifying that the Assignee claims entitlement to complete exemption from U.S. Federal withholding tax on all interest
payments under the Loans and (viii) if Assignee is organized under the laws of any jurisdiction other than the United States or any state thereof, agrees to provide Assignor and the Agent a new
Form 4224 or Form 1001 upon the expiration or obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations, and
amendments duly executed and completed by Assignee, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemption. 


        7.    INDEMNITY.    The Assignee agrees to indemnify and hold the Assignor harmless against any and all losses, costs
and expenses (including, without limitation, reasonable attorneys' fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee's nonperformance of the
obligations assumed under this Assignment Agreement. 


        8.    REDUCTIONS OF AGGREGATE COMMITMENT.    If any reduction in the Aggregate Commitment occurs between the date of
this Assignment Agreement and the Effective Date, the percentage interest specified in Item 3 of Schedule I shall remain the same, but the
dollar amount purchased shall be recalculated based on the reduced Aggregate Commitment. 


        9.    ENTIRE AGREEMENT.    This Assignment Agreement and the attached Notice of Assignment embody the entire agreement
and understanding between the parties hereto and supersede all prior agreements and understandings between the parties hereto relating to the subject matter hereof. 


        10.    GOVERNING LAW.    This Assignment Agreement shall be governed by the internal law, and not the law of
conflicts, of the State of Tennessee. 


        11.    NOTICES.    Notices shall be given under this Assignment Agreement in the manner set forth in the Credit
Agreement. For the purpose hereof, the addresses of the parties hereto (until notice of a change is delivered) shall be the address set forth in the attachment to  Schedule 1. 



105





 

        IN
WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their duly authorized officers as of the date first above written. 



	 	 	[NAME OF ASSIGNOR]
	

 	
 	

By:	
 	

 
	 	 	 	 	

	

 	
 	

Title:	
 	

 
	 	 	 	 	

	

 	
 	

[NAME OF ASSIGNEE]
	

 	
 	

By:	
 	

 
	 	 	 	 	

	

 	
 	

Title:	
 	

 
	 	 	 	 	





106






   SCHEDULE I  


to Assignment Agreement  



	1.	 	Description and Date of Credit Agreement:	 	 	 	 
	

2.	
 	

Date of Assignment Agreement:                        , 20    	
 	
 	

 	
 
	

3.	
 	

Amounts (As of Date of Item 2 above):	
 	
 	

 	
 
	

 	
 	

a.	
 	

Aggregate Commitment (Loans)* under Credit Agreement	
 	
$	

 	
 
	 	 	 	 	 	 	
	 
	 	 	b.	 	Assignee's Percentage of the Aggregate Commitment purchased under this Assignment Agreement**	 	 	 	%
	 	 	 	 	 	 	
	 
	4.	 	Amount of Assignee's Commitment (Loan Amount)* Purchased under this Assignment Agreement:	 	$	 	 
	 	 	 	 	 	 	
	 
	5.	 	Amount of Assignor's Commitment (Loan Amount) After Purchase under this Assignment Agreement	 	 	 	 
	 	 	 	 	 	 	
	 
	6.	 	Proposed Effective Date:	 	 	 	 
	 	 	 	 	 	 	
	 





	Accepted and Agreed:	 	 	 	 
	

[NAMES OF ASSIGNOR]	
 	

[NAMES OF ASSIGNEE]
	

By:	
 	

    
	
 	

By:	
 	

    

	

Title:	
 	

    
	
 	

Title:	
 	

    







	*
	If
a Commitment has been terminated, insert outstanding Loans in place of Commitment



	**
	Percentage
taken to 8 decimal places 


107






 
Attachment to SCHEDULE I to ASSIGNMENT AGREEMENT  


        Attach Assignor's Administrative Information Sheet, which must include notice address and account information for the Assignor and the Assignee 


108





 
EXHIBIT "I"


 to Assignment Agreement  


 NOTICE OF ASSIGNMENT


                    ,
20    


To:    [NAME OF Agent] 


From:    [NAME OF ASSIGNOR] (the "Assignor") 


[NAME OF ASSIGNEE] (the "Assignee") 


        1.    We
refer to that Sixth Amended and Restated Revolving Credit Agreement (the "Credit Agreement") described in Item 1 of  Schedule I attached hereto ("Schedule I"). Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to them in the Credit Agreement. 



        2.    This
Notice of Assignment (this "Notice") is given and delivered to the Agent pursuant to Section 13.3.2 of the
Credit Agreement. 


        3.    The
Assignor and the Assignee have entered into an Assignment Agreement, dated as of                        ,
20    (the "Assignment"), pursuant to which, among other
things, the Assignor has sold, assigned, delegated and transferred to the Assignee, and the Assignee has purchased, accepted and assumed from the Assignor the percentage interest specified in Item 3
of Schedule I of all outstandings, rights and obligations under the Credit Agreement. From and after such purchase, the Assignee's Commitment
shall be the amount specified in Item 4 of Schedule I and the Assignor's Commitment shall be the amount specified in Item 5 of  Schedule I. The
Effective Date of the Assignment shall be the later of the date specified in Item 5 of  Schedule I or two (2) Business Days (or such shorter period as agreed to by the Agent) after this Notice
of Assignment has been delivered
to the Agent, provided that the Effective Date shall not occur if any condition precedent agreed to by the Assignor and the Assignee or set forth in  Section 13 of the Credit Agreement has not been
satisfied. 


        4.    The
Assignor and the Assignee hereby give to the Agent notice of the assignment and delegation referred to herein. The Assignor will confer with the Agent before the date
specified in Item 6 of Schedule I to determine if the Assignment Agreement will become effective on such date pursuant to  Section 3 hereof, and
will confer with the Agent to determine the Effective Date pursuant to  Section 3 hereof if it occurs thereafter. The Assignor shall notify the Agent if the Assignment Agreement does not become
effective on any
proposed Effective Date as a result of the failure to satisfy the conditions precedent agreed to by the Assignor and the Assignee. At the request of the Agent, the Assignor will give the Agent written
confirmation of the satisfaction of the conditions precedent. 


        5.    The
Assignor or the Assignee shall pay to the Agent on or before the Effective Date the processing fee of $3,500 required by  Section 13.3.2 of the Credit Agreement. 


        6.    If
Notes are outstanding on the Effective Date, the Assignor and the Assignee request and direct that the Agent prepare and cause the Borrower to execute and deliver new
Notes or, as appropriate, replacements notes, to the Assignor and the Assignee. The Assignor and, if applicable, the Assignee each agree to deliver to the Agent the original Note received by it from
the Borrower upon its receipt of a new Note in the appropriate amount. 


        7.    The
Assignee advises the Agent that notice and payment instructions are set forth in the attachment to Schedule I. 


        8.    The
Assignee hereby represents and warrants that none of the funds, monies, assets or other consideration being used to make the purchase pursuant to the Assignment are
"plan assets" as defined 


109





 




under ERISA and that its rights, benefits, and interests in and under the Loan Documents will not be "plan assets" under ERISA. 


        9.    The
Assignee authorizes the Agent to act as its agent under the Loan Documents in accordance with the terms thereof. The Assignee acknowledges that the Agent has no duty
to supply information with respect to the Borrower or the Loan Documents to the Assignee until the Assignee becomes a party to the Credit Agreement.* 


        *May
be eliminated if Assignee is a party to the Credit Agreement prior to the Effective Date. 



	NAME OF ASSIGNOR	 	NAME OF ASSIGNEE
	

By:	
 	

    
	
 	

By:	
 	

    

	Title:	 	    
	 	Title:	 	    

	

ACKNOWLEDGED AND CONSENTED TO BY Agent	
 	

 	
 	

 
	

By:	
 	

    
	
 	

 	
 	

 
	Title:	 	    
	 	 	 	 





[Attach photocopy of Schedule I to Assignment]


110








  



 
 

EXHIBIT E    
    
    LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION    
  


	To:
	Bank
of America, N.A.

as Agent (the "Agent") under the Credit Agreement Described Below



	Re:
	Sixth
Amended and Restated Revolving Credit Agreement, dated as of October 31, 2002 (as amended, modified, renewed or extended from time to time, the "Agreement"), among RFS
Partnership, L.P. (the "Borrower"), Bank of America, N.A., individually and as Agent, Banc of America Securities LLC and the Guarantors and Lenders named therein. Terms used herein and not otherwise
defined shall have the meanings assigned thereto in the Credit Agreement. 



        The
Agent is specifically authorized and directed to act upon the following standing money transfer instructions with respect to the proceeds of Advances or other extensions of credit
from time to time until receipt by the Agent of a specific written revocation of such instructions by the Borrower, provided, however, that the Agent may otherwise transfer funds as hereafter directed
in writing by the Borrower in accordance with Section 14.1 of the Credit Agreement or based on any telephonic notice made in accordance with  Section 2.15 of the Credit Agreement. 



	 	Facility Identification Number(s)	 	 	 	 	 	 
	 	 	 	

	 	Customer/Account Name	 	 	 	 	 	 
	

 	

Transfer Funds To	
 	

 	
 	

 	
 	

 
	 	 	 	

	

 	

 	
 	


	

 	

For Account No.	
 	

 	
 	

 	
 	

 
	 	 	 	

	 	Reference/Attention To	 	 	 	 	 	 
	 	 	 	

	 	Authorized Officer (Customer Representative)	 	Date	 	 
	 	 	 	 	 	 	 	









	
 (Please Print)	 	
 Signature
	

Bank Officer Name	
 	

Date	
 	

 
	 	 	 	 	

	

 (Please Print)	
 	

 Signature




(Deliver
Completed Form to Credit Support Staff For Immediate Processing) 


111






  



 
 

EXHIBIT F    
    
    FOURTH AMENDED AND RESTATED
  MASTER ENVIRONMENTAL INDEMNITY AGREEMENT    
  



        This FOURTH AMENDED AND RESTATED MASTER ENVIRONMENTAL INDEMNITY AGREEMENT (this "Agreement") is executed as of the
31st day of October, 2002, by RFS PARTNERSHIP, L.P., a Tennessee limited partnership (the "Borrower"), and BANK OF
AMERICA, N.A., a national banking corporation ("Agent"), for itself and as agent for the Lenders described in the Sixth Amended Agreement (as hereinafter defined), with
reference to the following facts: 


RECITALS:  


        A.    The
Borrower is primarily engaged in the business of purchasing, developing, owning, operating, leasing, managing, financing and selling hotel properties. 


        B.    Boatmen's
Bank of Tennessee ("BBOT") has heretofore made loans available to RFS Hotel Investors, Inc. ("Investors"), formerly as borrower, in the maximum aggregate
principal amount of $75,000,000 (hereinafter as modified and/or increased called the "Facility"), as set forth in that certain First Amended Revolving Credit and Term Loan Agreement dated as of
February 20, 1996, as modified by that certain First Modification of First Amended Revolving Credit and Term Loan Agreement and of Related Documents dated as of May 19, 1996
(collectively the "BBOT Loan Agreement"). 


        C.    BBOT
has heretofore transferred undivided participation interests in the Facility (the "Participations") to SouthTrust Bank of Georgia, N.A., First Tennessee Bank
National Association, and First National Bank of Commerce, New Orleans (collectively the "Participating Lenders"), pursuant to the terms of that certain First Amended Participation Agreement dated as
of May 29, 1996 (the "Participation Agreement"). 


        D.    By
Amended and Restated Revolving Credit and Term Loan Agreement dated as of July 30, 1997 (the "Restated Loan Agreement"), the Borrower became the borrower and
assumed the obligations of Investors, formerly as the borrower, relating to the Facility set forth in the BBOT Loan Agreement, the Participations were converted into a single direct multiple-lender
line of credit, and the Facility was increased to the maximum aggregate principal amount of $175,000,000. 


        E.    In
connection with the Restated Loan Agreement, BBOT assigned all of its right, title and interest in and to the Facility, the BBOT Loan Agreement, the Participation
Agreement and the other Loan Documents (as herein defined) to NationsBank, N.A. ("NationsBank") which then, together with the Participating Lenders, terminated the Participation Agreement and assigned
to the Participating Lenders an undivided interest in and to the Facility. NationsBank also placed of record in each jurisdiction where a Mortgage was already of record an assignment, modification and
assumption agreement, assigning its rights therein to the Agent as agent for the Lenders, modifying such Mortgage to reflect the increase in the Facility and extension of the Facility Termination
Date, and reflecting the assumption of the Obligations by the Borrower, and including certain other matters. 


        F.    Contemporaneously
with the termination of the Participation Agreement, NationsBank and the Participating Lenders assigned to the remaining Lenders such portions of the
Commitment existing under the BBOT Loan Agreement as were necessary to properly distribute to all Lenders their proper pro rata shares of the Commitment existing under the BBOT Loan Agreement,
followed contemporaneously by an increase in the Facility and Commitment as set forth in the Restated Loan Agreement and the appointment of NationsBank as the Agent for the Lenders pursuant to the
terms thereof. NationsBanc Capital Markets, Inc. ("NCMI"), subsequently known as NationsBanc Montgomery Securities LLC ("NMS") and now known as Banc of America Securities LLC ("BAS"), 


112





 




arranged the increase in the Facility requested by the Borrower and Investors from $75,000,000 to $175,000,000, and NCMI and NationsBank coordinated the closing of such increase. 


        G.        In
connection with such increase in the Facility, the Borrower executed and delivered to NationsBank that certain Master Environmental Indemnity Agreement
(the "Original Indemnity Agreement") covering certain property more particularly described therein (the "Original Property"). 


        H.    By
Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 1, 1997, made and entered into by and among the Borrower, Investors,
the Lenders party thereto and the Agent (the "Second Restated Loan Agreement"), the parties modified the Restated Loan Agreement to adjust the interest rate options therein, to add certain additional
financial covenants and delete or modify certain existing financial covenants, and to include certain other modifications. 


        I.    By
First Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 4, 1998, made and entered into by and among the
Borrower, Investors, the Lenders party thereto and the Agent (the "First Amendment to Second Restated Loan Agreement"), the parties modified the Second Restated Loan Agreement to increase the Facility
to the maximum aggregate principal amount of $190,000,000, to modify certain existing financial covenants, and to include certain other modifications, all to be effective from the date thereof through
and including December 31, 1998. 


        J.    By
Second Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of June 30, 1998, made and entered into by and among the
Borrower, Investors, the Lenders party thereto and the Agent (the "Second Amendment to Second Restated Loan Agreement"; the Second Restated Loan Agreement, as modified by the First Amendment to Second
Restated Loan Agreement and the Second Amendment to Second Restated Loan Agreement, being hereinafter referred to as the "Amended Second Restated Loan Agreement"), the parties modified and added
certain definitions. 


        K.    By
letter dated November 6, 1998 (the "Waiver Letter"), Agent, on behalf of the Required Lenders, waived any defaults arising due to breaches of
Section 7.18(d) of the Amended Second Restated Loan Agreement through December 31, 1998. 


        L.    By
Third Amended and Restated Revolving Credit Agreement, dated as of December 22, 1998, made and entered into by and among the Borrower, Investors, the Lenders
party thereto and the Agent (the "Third Restated Loan Agreement"), the parties modified the Amended Second Restated Loan Agreement to decrease the Facility to the maximum aggregate principal amount of
$100,000,000 in exchange for the release of certain Collateral Pool Property (as defined therein), to modify certain existing financial covenants, and to include certain other modifications. 


        M.  By
First Amendment to Third Amended and Restated Revolving Credit Agreement dated as of June 30, 1998, made and entered into by and among the Borrower, Investors,
the Lenders party thereto and the Agent (the "First Amendment to Third Restated Loan Agreement"; the Third Restated Loan Agreement, as modified by the First Amendment to Third Restated Loan Agreement,
being hereinafter referred to as the "Amended Third Restated Loan Agreement"), the parties modified certain provisions. 



        N.    The
indebtedness and obligations of the Borrower under the Amended Third Restated Loan Agreement (hereinafter as increased collectively referred to as the "Obligations"),
as heretofore guaranteed by Investors, were secured in part by those certain mortgages/deeds of trusts (collectively, the "Mortgage"), and by those certain assignments of rents and leases
(collectively, the "Assignment"), appearing of record, and encumbering or relating to certain real property owned by the Borrower, as such instruments were modified by that certain Assignment,
Modification, Assumption and Extension 


113





 




Agreement dated effective as of July 30, 1997 (the "Modification and Assumption Agreement") executed by and among BBOT, NationsBank, the Borrower and Investors. 


        O.        By
Fourth Amended and Restated Revolving Credit Agreement (the "Fourth Agreement") dated as of January 7, 2000, made and entered into by and among
the Borrower, Investors, the Lenders party thereto and the Agent, the parties modified the Amended Third Restated Loan Agreement to increase the Facility to the aggregate principal amount of
$130,000,000.00, to permit the possible future increase in the Facility to $140,000,000 and to modify certain existing financial covenants. 



        P.    In
connection with such increase in the Facility, the Borrower executed and delivered to Agent that certain Amended and Restated Master Environmental Indemnity Agreement
(the "Restated Indemnity Agreement") covering certain property more particularly described therein. 


        Q.    By
First Amendment to Fourth Amended and Restated Revolving Credit Agreement dated as of March 14, 2000, made and entered into by and among the Borrower,
Investors, Ridge Lake General Partner, Inc. ("Ridge Lake"), the Lenders party thereto and the Agent (the "First Amendment to Fourth Amended and Restated Credit Agreement"), the parties modified
the Fourth Agreement to increase the Aggregate Commitment by $10,000,000 (as contemplated by the terms of the Fourth Agreement), the funding of which was supplied by Union Planters Bank, N.A. ("UPB")
and to permit UPB to become an Additional Lender under the terms of the Fourth Agreement (as modified by the First Amendment to Fourth Amended and Restated Credit Agreement). 


        R.    By
Second Amendment to Fourth Amended and Restated Revolving Credit Agreement dated as of August 1, 2000, made and entered into by and among the Borrower,
Investors, Ridge Lake, the Lenders party thereto and the Agent (the "Second Amendment to Fourth Amended and Restated Credit Agreement"), the parties modified the Fourth Agreement to permit the release
of certain of the properties in the Secured Collateral Pool, to secure (with mortgages or deeds of trust (as the case may be) and such other security documents as the Agent may require) each of the
Negative Collateral Pool Properties, to modify the Advance Rate and certain other financial covenants and to modify certain other provisions therein. 


        S.    By
that certain Third Amendment to Fourth Amended and Restated Revolving Credit Agreement dated as of August 1, 2000, made and entered into by and among the
Borrower, Investors, Ridge Lake, the Lenders party thereto and the Agent (the "Third Amendment to Fourth Amended and Restated Credit Agreement"; the Fourth Agreement, as modified by the First
Amendment to Fourth Amended and Restated Credit Agreement, the Second Amendment to Fourth Amended and Restated Credit Agreement and the Third Amendment to Fourth Amended and Restated Credit Agreement,
being hereinafter referred to as the "Fourth Restated Agreement"), the parties modified the Fourth Agreement to permit Plano Inn, L.P. ("Plano Inn") to execute a Deed of Trust in favor of the Agent
with respect to certain property more particularly described therein. 


        T.    In
connection with the execution of the Second Amendment to Fourth Amended and Restated Revolving Credit Agreement and the Third Amendment to Fourth Amended and Restated
Revolving Credit Agreement, the Agent required that the Restated Indemnity Agreement be amended and restated in its entirety by that certain Second Amended and Restated Master Environmental Indemnity
Agreement executed by Borrower, Ridge Lake and Plano Inn, dated as of August 1, 2000 (the "Second Restated Indemnity Agreement"), in order that all of the properties described thereon be
subjected to the indemnifications of the Borrower, Ridge Lake and Plano Inn as set forth in the Second Restated Indemnity Agreement. 


        U.    Ridge
Lake subsequently conveyed to the Borrower the property owned by Ridge Lake and, in connection therewith, Ridge Lake was released from liability under its Guaranty
Agreement. Similarly, Plano Inn subsequently sold the particular Secured Collateral Pool property that Plano Inn 


114





 




owned and, in connection therewith, the Agent released the (lien and provisions of the) Mortgage encumbering such property. 


        V.    By
that certain Fifth Amended and Restated Revolving Credit Agreement dated as of July 16, 2001, made and entered into by and among the Borrower, Investors, RFS
Leasing VII, Inc. a Tennessee corporation ("RFS Leasing"), the Lenders party thereto and the Agent (the "Fifth Amended Agreement"), the parties modified the Fourth Restated Agreement to
(i) recognize that the Borrower was permitted to issue senior unsecured notes in the minimum amount of $100,000.00 (the "Senior Notes") to (initially) reduce the outstanding balance of the
Facility and to provide for acquisitions, (ii) extend the Facility Termination Date to July 30, 2004, and (iii) modify certain other covenants and provisions therein. 


        W.    By
that certain First Amendment to Fifth Amended and Restated Revolving Credit Agreement dated as of November 19, 2001, made and entered into by and among the
Borrower, Investors, RFS Leasing, the Lenders party thereto and the Agent (the "First Amendment to Fifth Amended and Restated Revolving Credit Agreement"), the Fifth Amended Agreement, as modified by
the First Amendment to Fifth Amended and Restated Revolving Credit Agreement, is hereinafter referred to as the "Fifth Restated Agreement"), the parties modified the Fifth Amended Agreement to permit
certain properties to be added to the Secured Collateral Pool pursuant to and in accordance with the terms and provisions thereof and to modify certain other provisions therein. 


        X.    In
connection with the execution of the First Amendment to Fifth Amended and Restated Revolving Agreement, the Agent required that the Second Restated Indemnity Agreement
be amended and restated in its entirety by that certain Third Amended and Restated Master Environmental Indemnity Agreement executed by Borrower, dated as of November 19, 2001 (the "Third
Restated Indemnity Agreement"), in order that all the properties described therein be subjected to the indemnification of the Borrower as set forth in the Third Restated Indemnity Agreement. 



        Y.    The
Borrower and Investors have asked that the Fifth Restated Agreement be modified pursuant to the terms of that certain Sixth Amended and Restated Revolving Credit
Agreement to be executed contemporaneously herewith (the "Sixth Amended Agreement") to, among other things, (i) extend the Facility Termination Date, and (ii) modify certain other
covenants and provisions therein. 


        Z.    As
a condition to the execution of the Sixth Amended Agreement, Agent requires that the Third Restated Indemnity Agreement be amended and restated in its entirety by the
terms of this Agreement in order that all of the properties described on Exhibit "A", attached hereto and made a part hereof for all purposes
(such properties, as now or hereafter included in Exhibit "A" as it may be hereafter amended, restated or replaced from time to time, being hereinafter collectively referred to as the "Property"), be
subjected to the indemnifications of the Borrower (sometimes hereinafter referred to as the "Indemnitor") hereinafter set forth in this Agreement. Agent and the other Lenders would not execute the
Sixth Amended Agreement without this Agreement and the Indemnitor acknowledges and understands that this Agreement is a material inducement for Agent's and the Lenders' agreement to execute the Sixth
Amended Agreement. This Agreement is not intended to be, nor shall it be, secured by any collateral and it is not intended to secure payment of the Notes but rather is an independent obligation of the
Indemnitor. 


        AA. Unless
otherwise defined herein, the (defined) terms set forth in this Agreement shall have the same meaning as are ascribed to such terms in the Sixth Amended
Agreement. 


115





 



        NOW
THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00), cash in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Indemnitor hereby covenants and agrees as follows: 


        1.    Definitions.    



        (a)  "Environmental Claim" means any investigative, enforcement, cleanup, removal, containment, remedial or other private or
governmental or regulatory action at any time threatened, instituted or completed pursuant to any applicable Environmental Requirement, against the Indemnitor or against or with respect to the
Property or any condition, use or activity on any of the Property (including any such action against Agent or the Lenders), and any claim at any time threatened or made by any person against the
Indemnitor or against or with respect to any of the Property or any condition, use or activity on any of the Property (including any such claim against Agent or the Lenders), relating to damage,
contribution, cost recovery, compensation, loss or injury resulting from or in any way arising in connection with any Hazardous Material or any Environmental Requirement. 


        (b)  "Environmental Law" means any federal, state or local law, statute, ordinance, code, rule, regulation, license,
authorization, decision, order, injunction, decree, or rule of common law, and any judicial interpretation of any of the foregoing which pertains to health, safety, any Hazardous Material, or the
environment (including but not limited to ground or air or water or noise pollution or contamination, and underground or above ground tanks) and shall include without limitation, the Solid Waste
Disposal Act, 42 U.S.C. § 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.
§ 9601 et seq. ("CERCLA"), as amended by the Superfund Amendments and Reauthorization
Act of 1986 ("SARA"); the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et
seq.; the Federal Water Pollution Control Act, 33 U.S. C. § 1251 et seq.; the Clean Air Act, 42 U.S.C.
§ 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 et
seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq.; any applicable state air and water quality laws;
any applicable state underground storage tank laws and applicable state solid waste laws; any applicable oil or Hazardous Material spill or release laws; any applicable state hazardous waste
management laws, any applicable hazardous site laws and any other state or federal environmental statutes, and all rules, regulations, orders and decrees now or hereafter promulgated under any of the
foregoing as any of the foregoing now exist or may be changed or amended or come into effect in the future. 


        (c)  "Environmental Requirement" means any Environmental Law, agreement or restriction (including but not limited to any
condition or requirement imposed by any insurance or surety company), as the same now exists or may be changed or amended or come into effect in the future, which pertains to health, safety, any
Hazardous Material, or the environment, including but not limited to ground or air or water or noise pollution or contamination, and underground or aboveground tanks. 


        (d)  "Hazardous Material" means any substance, whether solid, liquid or gaseous, which is listed, defined or regulated as a
"hazardous substance", "hazardous waste" or "solid waste", or otherwise classified as hazardous or toxic, in or pursuant to any Environmental Requirement; or which is or contains asbestos, radon, any
polychlorinated biphenyl, urea formaldehyde foam insulation, explosive or radioactive material, or motor fuel or other petroleum hydrocarbons; or which causes or poses a threat to cause a
contamination or nuisance on the Property or any adjacent property or a hazard to the environment or to the health or safety of persons on the Property. 


        (e)  "On" or "on", when used with respect to the Property or any property
adjacent to the Property, means "on, in, under, above or about". 



116





 





        2.    Representations and Warranties.    The Indemnitor, after due inquiry and investigation in accordance with good
commercial or customary practices, hereby represents and warrants to Agent and the other Lenders, without regard to whether Agent and the other Lenders have or hereafter obtain any knowledge or report
of the environmental condition of the Property, as follows: 



        (a)  During
the period of the Indemnitor's ownership of the Property, the Property has not been used for industrial or manufacturing purposes, for landfill, dumping or other
waste disposal activities or operations, for generation, storage, use, sale, treatment, processing, recycling or disposal of any Hazardous Material, for underground or aboveground storage tanks, or
for any other use that could give rise to the release of any Hazardous Material on the Property, to the best of the Indemnitor's knowledge, no such use of the Property occurred at any time prior to
the period of the Indemnitor's ownership of the Property; and to the best of Indemnitor's knowledge, no such use on any adjacent property occurred at any time prior to the date hereof; 



        (b)  to
the best of Indemnitor's knowledge, there is no Hazardous Material, storage tank (or similar vessel), whether underground or otherwise, sump or well currently on the
Property; 


        (c)  Indemnitor
has not received any notice and Indemnitor has no knowledge of any Environmental Claim regarding the Property or any adjacent property; 


        (d)  the
present conditions, uses and activities on the Property do not violate any Environmental Requirement and the use of the Property which the Indemnitor (and each
tenant and subtenant, if any) makes and intend to make of the Property complies and will comply with all applicable Environmental Requirements; and neither Indemnitor, nor to Indemnitor's knowledge,
any tenant or subtenant, has obtained or is required to obtain any permit or other authorization to construct, occupy, operate, use or conduct any activity on any of the Property by reason of any
Environmental Requirement; 


        (e)  the
Property does not appear on the National Priorities List or any other list or database of properties maintained by any local, state or federal agency or department
showing properties which are known to contain or which are suspected of containing a Hazardous Material; and 


        (f)    Indemnitor
has never applied for and been denied environmental impairment liability insurance coverage relating to the Property. 




        3.    Violations.    The Indemnitor will not cause, commit, permit or allow to continue (i) any violation of
any Environmental Requirement (A) by Indemnitor or (B) by or with respect to the Property or any use of or condition or activity on the Property, or (ii) the attachment of any
environmental lien to the Property. The Indemnitor will not place, install, dispose of or release, or cause, permit, or allow the placing, installation, disposal, spilling, leaking, dumping or release
of, any Hazardous Material or storage tank (or similar vessel) on the Property and will keep the Property free of all Hazardous Material. 



        4.    Notice to Agent.    The Indemnitor shall promptly deliver to Agent a copy of each report pertaining to the
Property or to Indemnitor prepared by or on behalf of Indemnitor pursuant to any Environmental Requirement. The Indemnitor shall immediately advise Agent in writing of any Environmental Claim or
of the discovery of any Hazardous Material on the Property, as soon as the Indemnitor first obtains knowledge thereof, including a full description of the nature and extent of the Environmental Claim
and/or Hazardous Material and all relevant circumstances. 


        5.    Site Assessments and Information.    If Agent shall ever have reason to believe that any Hazardous Material
affects the Property, or if any Environmental Claim is made or threatened, or if a default shall have occurred under the Loan Documents, or upon the occurrence of the Transition Date (defined below)
if requested by Agent, the Indemnitor will at its expense provide to Agent from time to time, in each case within 30 days after Agent's request, an Environmental Assessment (defined 


117





 




below) made after the date of Agent's request. As used in this Agreement, the term "Environmental Assessment" means a report (including all drafts
thereof) of an environmental assessment of the Property of such scope (including but not limited to the taking of soil borings and air and groundwater samples and other above and below ground testing)
as Agent may request, by a consulting firm acceptable to Agent and made in accordance with Agent's established guidelines. The Indemnitor will cooperate with each consulting firm making any such
Environmental Assessment and will supply to the consulting firm, from time to time and promptly on request, all information available to the Indemnitor to facilitate the completion of the
Environmental Assessment. If the Indemnitor fails to furnish Agent within ten (10) days after Agent's request with a copy of an agreement with an acceptable environmental consulting firm to
provide such Environmental Assessment, or if the Indemnitor fails to furnish to Agent such Environmental Assessment within thirty (30) days after Agent's request, Agent may cause any such
Environmental Assessment to be made at the Indemnitor's expense and risk. Agent and its designees are hereby granted access to the Property at any time or times, upon reasonable notice (which may be
written or oral), and a license which is coupled with an interest and irrevocable, to make or cause to be made such Environmental Assessments. Agent may disclose to interested parties any information
Agent ever has about the environmental condition or compliance of the Property, but shall be under no duty to disclose any such information except as may be required by law. Agent shall be under no
duty to make any Environmental Assessment of the Property, and in no event shall any such Environmental Assessment by Agent be or give rise to a representation that any Hazardous Material is or is not
present on the Property, or that there has been or shall be compliance with any Environmental Requirement, nor shall the Indemnitor or any other person be entitled to rely on any Environmental
Assessment made by Agent or at Agent's request. Agent owes no duty of care to protect the Indemnitor or any other person against, or to inform them of, any Hazardous Material or other adverse
condition affecting the Property. 


        6.    Remedial Actions.    



        (a)  If
any Hazardous Material is discovered on the Property at any time and regardless of the cause, (i) the Indemnitor shall promptly at the Indemnitor's sole risk
and expense remove, treat, and dispose of the Hazardous Material in compliance with all applicable Environmental Requirements and solely under the Indemnitor's name (or if removal is prohibited by any
Environmental Requirement take whatever action is required by any Environmental Requirement), in addition to taking such other action as is necessary to have the full use and benefit of the Property
as contemplated by the Loan Documents, and provide Agent with satisfactory evidence thereof, and (ii) if requested by Agent, provide to Agent within 30 days of Agent's request a bond,
letter of credit or other financial assurance evidencing to Agent's satisfaction that all necessary funds are readily available to pay the costs and
expenses of the actions required by clause (i) preceding and to discharge any assessments or liens established against the Property as a result of the presence of the Hazardous Material on the
Property. Within 15 days after completion of such remedial actions, the Indemnitor shall obtain and deliver to Agent an Environmental Assessment of the Property made after such completion and
confirming to Agent's satisfaction that all required remedial action as stated above has been taken and successfully completed and that there is no evidence or suspicion of any contamination or risk
of contamination on the Property or any adjacent property, or of violation of any Environmental Requirement, with respect to any such Hazardous Material. 


        (b)  Agent
may, but shall never be obligated to, remove or cause the removal of any Hazardous Material from the Property (or if removal is prohibited by any Environmental
Requirement, take or cause the taking of such other action as is required by any Environmental Requirement) if Indemnitor fails to promptly commence such remedial actions following discovery and
thereafter diligently prosecute the same to the satisfaction of Agent (without limitation of Agent's rights to declare a default under any of the Loan Documents and to exercise all rights and 



118





 





remedies available by reason thereof); and Agent and its designees are hereby granted access to the Property at any time or times, upon reasonable notice (which may be written or oral), and a license
which is coupled with an interest and irrevocable, to remove or cause such removal or to take or cause the taking of any such other action. 




        7.    Indemnity.    



        (a)  The
Indemnitor hereby agrees to protect, indemnify and hold (i) Agent and the other Lenders; (ii) any persons or entities owned or controlled by, owning or
controlling, or under common control or affiliated with Agent and the other Lenders; (iii) any participants in the Loan; (iv) the directors, officers, partners, employees and agents of
Agent and the other Lenders and/or such persons or entities; and (v) the heirs, personal representatives, successors and assigns of each of the foregoing persons or entities (each an
"Indemnified Party") harmless from and against, and, if and to the extent paid, reimburse them on demand for, any and all Environmental Damages (as
hereinafter defined). Without limitation, the foregoing indemnity shall apply to each Indemnified Party with respect to Environmental Damages which in whole or in part are caused by or arise out of
the negligence of such (and/or any other) Indemnified Party. However, such indemnity shall not apply to a particular Indemnified Party to the extent that the subject of the indemnification is caused
by or arises out of the gross negligence or willful misconduct of that particular Indemnified Party. Upon demand by Agent, the Indemnitor shall diligently defend any Environmental Claim which affects
the Property or is made or commenced against Agent and the other Lenders, whether alone or together with the Indemnitor or any other person, all at the Indemnitor's own cost and expense and by counsel
to be approved by Lender in the exercise of its reasonable judgment. In the alternative, at any time Agent may elect to conduct its own defense through counsel selected by Agent and at the cost and
expense of the Indemnitor. 


        (b)  As
used in this Agreement, the term "Environmental Damages" means all claims, demands, liabilities (including strict
liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, costs and expenses (including fees, costs and expenses of attorneys,
consultants, contractors, experts and laboratories), of any and every kind or character, contingent or otherwise, matured or unmatured, known or unknown, foreseeable or unforeseeable, made, incurred,
suffered, brought, or imposed at any time and from time to time, whether before or after the Transition Date (as hereinafter defined) and arising in whole or in part from: 



        (1)  The
presence of any Hazardous Material on the Property, or any escape, seepage, leakage, spillage, emission, release, discharge or disposal of any Hazardous Material on
or from the Property, or the migration or release or threatened migration or release of any Hazardous Material to, from or through the Property, on or before the Transition Date; or 


        (2)  any
act, omission, event or circumstance existing or occurring in connection with the handling, treatment, containment, removal, storage, decontamination,
clean-up, transport or disposal of any Hazardous Material which is at any time on or before the Transition Date present on the Property; or 


        (3)  the
breach of any representation, warranty, covenant or agreement contained in this Agreement because of any event or condition occurring or existing on or before the
Transition Date; or 


        (4)  any
violation on or before the Transition Date, of any Environmental Requirement in effect on or before the Transition Date, regardless of whether any act, omission,
event or circumstance giving rise to the violation constituted a violation at the time of the occurrence or inception of such act, omission, event or circumstance; or 




119





 





        (5)  any
Environmental Claim, or the filing or imposition of any environmental lien against the Property, because of, resulting from, in connection with, or arising out of
any of the matters referred to in subparagraphs (1) through (4) preceding; 




and
regardless of whether any of the foregoing was caused by the Indemnitor or the Indemnitor's tenant or subtenant, or a prior owner of the Property or its tenant or subtenant, or any third party,
including but not limited to (i) injury or damage to any person, property or natural resource occurring on or off of the Property, including but not limited to the cost of demolition and
rebuilding of any improvements on real property; (ii) the investigation or remediation of any such Hazardous Material or violation of Environmental Requirement, including but not limited to the
preparation of any feasibility studies or reports and the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration, monitoring or similar work required
by any Environmental Requirement or necessary to have full use and benefit of the Property as contemplated by the Loan Documents (including any of the same in connection with any foreclosure action or
transfer in lieu thereof); (iii) all liability to pay or indemnify any person or governmental authority for costs expended
in connection with any of the foregoing; (iv) the investigation and defense of any claim, whether or not such claim is ultimately defeated; and (v) the settlement of any claim or
judgment. 


        (c)  As
used in this Agreement, the term "Transition Date" means the earlier of the following two dates: (i) the date
on which the indebtedness and obligations secured by any and all deeds of trusts, mortgages, deeds to secure debt, or other similar security documents (collectively the "Mortgage") have been paid and
performed in full and the Mortgage has been released; or (ii) the date on which the lien of the Mortgage is fully and finally foreclosed or a conveyance by deed in lieu of such foreclosure is
fully and finally effective and possession of the Property has been given to and accepted by the purchaser or grantee free of occupancy and claims to occupancy by the Indemnitor and the Indemnitor's
heirs, devisees, representatives, successors and assigns; provided that, if such payment, performance, release, foreclosure or conveyance is challenged, in bankruptcy proceedings or otherwise, the
Transition Date shall be deemed not to have occurred until such challenge is validly released, dismissed with prejudice or otherwise barred by law from further assertion. 



        (d)  The
indemnification agreements contained in this Section 7 are not secured by the Mortgage. 




        8.    Consideration; Survival; Cumulative Rights; Conflicts.    The Indemnitor acknowledges that Agent and the other
Lenders have relied and will rely on the representations, warranties, covenants and agreements herein in executing the Sixth Amended Agreement and that the execution and delivery of this Agreement is
an essential condition but for which Agent and the other Lenders would not close the Sixth Amended Agreement. The representations, warranties, covenants and agreements in this Agreement: shall be
binding upon Indemnitor and Indemnitor's successors, assigns and legal representatives and shall inure to the benefit of Agent and the other Lenders and their successors, assigns and legal
representatives and participants in the Loan; and shall not terminate on the Transition Date or upon the release, foreclosure or other termination of the Mortgage, but will survive the Transition
Date, the payment in full of the indebtedness secured by the Mortgage, foreclosure of the Mortgage or conveyance in lieu of foreclosure, the release or termination of the Mortgage and any and all of
the other Loan Documents, any investigation by or on behalf of Lender, any bankruptcy or other debtor relief proceeding, and any other event whatsoever. Any amount to be paid under this Agreement by
the Indemnitor shall be a demand obligation owing by the Indemnitor (which the Indemnitor hereby promises to pay). Agent's and Lenders' rights under this Agreement shall be in addition to all rights
of Agent and the other Lenders under the Loan Documents or at law or in equity, and payments by the Indemnitor under this Agreement shall not reduce the Indemnitor's obligations and liabilities under
any of the Loan Documents. The liability of the Indemnitor or any 


120





 


other person under this Agreement shall not be limited or impaired in any way by any provision in the Loan Documents or applicable law limiting the Indemnitor's or such other person's liability or
Agent's recourse or rights to a deficiency judgment, or by any change, extension, release, inaccuracy, breach or failure to perform by any party under the Loan Documents, the Indemnitor (and, if
applicable, such other person's) liability hereunder being direct and primary and not as a guarantor or surety. Nothing in this Agreement or in any other Loan Document shall limit or impair any rights
or remedies of Agent and the other Lenders or any other Indemnified Party against the Indemnitor or any other person under any Environmental Requirement or otherwise at law or in equity, including
without limitation any rights of contribution or indemnification. In the event of any conflict between this Agreement and any other environmental indemnity agreement executed by the Indemnitor in
connection with any of the Property, the provisions most favorable to Agent and the Lenders, as determined in Agent's sole discretion, shall control. 



        9.    No Waiver.    No delay or omission by Agent and the other Lenders to exercise any right under this Agreement
shall impair any such right nor shall it be construed to be a waiver thereof. No waiver of any single breach or default under this Agreement shall be deemed a waiver of any other breach or default.
Any waiver, consent or approval under this Agreement must be in writing to be effective. 


        10.    Notices.    Unless specifically provided otherwise, any notice for purposes of this Agreement shall be given in
writing or by telex or by facsimile (fax) transmission and shall be addressed or delivered to the respective addresses set forth at the end of this Agreement, or to such other address as may have been
previously designated by the intended recipient by notice given in accordance with this Section. If sent by prepaid, registered or certified mail (return receipt requested), the notice shall be deemed
effective when the receipt is signed or when the attempted initial delivery is refused or cannot be made because of a change of address of which the sending party has not been notified; if sent by
telex, the notice shall be effective when transmitted (answerback confirmed); if sent in any other manner, the notice shall be effective when received. No notice of change of address shall be
effective except upon actual receipt. This Section shall not be construed in any way to affect or impair any waiver of notice or demand provided in any Loan Document or to require giving of notice or
demand to or upon any person in any situation or for any reason. 


        11.    Invalid Provisions.    A determination that any provision of this Agreement is unenforceable or invalid shall
not affect the enforceability or validity of any other provision and a determination that the application of any provision of this Agreement to any person or circumstance is illegal or unenforceable
shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. 



        12.    Construction.    Whenever in this Agreement the singular number is used, the same shall include the plural
where appropriate, and vice versa; and words of any gender in this Agreement shall include each other gender where appropriate. The headings in this Agreement are for convenience only and shall be
disregarded in the interpretation hereof. Reference to "person" or "entity" means firms, associations, partnerships, joint ventures, trusts, limited liability companies, corporations and other legal
entities, including public or governmental bodies, agencies or instrumentalities, as well as natural persons. 



        13.    Applicable Law; Forum.    This Agreement is performable in the State of Tennessee, and the laws of the State of
Tennessee, the laws of the state in which any of the Property is located, and applicable United States federal law shall govern the rights and duties of the parties hereto and the validity,
enforcement and interpretation hereof. Each Indemnitor hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the non-exclusive jurisdiction
of any Tennessee state court, or any United States federal court, sitting in the State of Tennessee, and to the non-exclusive jurisdiction of any state or United States federal court
sitting in the state in which any of 


121





 




the Property is located, over any suit, action or proceeding arising out of or relating to this Agreement or the indebtedness secured by the Mortgage. 


        14.    Execution; Modification.    This Agreement has been executed in a number of identical counterparts, each of
which shall be deemed an original for all purposes and all of which constitute, collectively, one agreement; but, in making proof of this Agreement, it shall not be necessary to produce or account for
more than one such counterpart. This Agreement may be amended only by an instrument in writing intended for that purpose executed jointly by an authorized representative of each party hereto. 


        15.    Entire Agreement.    


        THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.


        THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



        16.    Amended and Restated Agreement.    This Agreement amends and restates in its entirety that certain Third
Amended and Restated Master Environmental Indemnity Agreement dated as of November 19, 2001, executed by and between the Borrower and Agent, and the Lenders are entitled to all of the benefits,
rights and privileges set forth in the Third Restated Indemnity Agreement, as amended and restated hereby. 


        17.    Joint and Several Obligations.    If Indemnitor consists of more than one person or entity, each shall be
jointly and severally liable to perform the obligations of Indemnitor under this Agreement. 


        Executed
under seal and dated as of the date first written above. 



	 	 	 	 	BORROWER:
	

The address of Borrower is:

850 Ridge Lake Blvd., Suite 300

Memphis, TN 38120	
 	

RFS PARTNERSHIP, L.P.,

a Tennessee partnership
	 	 	 	 	By:	 	RFS Hotel Investors, Inc.,

a Tennessee corporation,.

General Partner
	

Attest:	
 	

/s/  ELIZABETH A. MCNEILL      
	
 	

By:	
 	

/s/  KEVIN M. LUEBBERS      

	

Name:	
 	

Elizabeth A. McNeill
	
 	

Name:	
 	

Kevin M. Luebbers

	

Title:	
 	

Secretary
	
 	

Title:	
 	

Executive Vice President and Chief Financial Officer






        [CORPORATE
SEAL] 


122







  





	 	 	 	 	AGENT:
	

The address of Agent is:

901 Main Street, 64th Floor

Dallas, Texas 75202	
 	

BANK OF AMERICA, N.A.
	

Attest:	
 	

 	
 	

By:	
 	

/s/  LESA J. BUTLER      

	 	 	
	 	 	 	 
	Name:	 	 	 	Name:	 	Lesa J. Butler

	 	 	
	 	 	 	 
	Title:	 	 	 	Title:	 	Principal

	 	 	
	 	 	 	 





        [BANK
SEAL] 


 
 

EXHIBIT "A"    
  


        [Legal Descriptions for all of the Secured Collateral Pool Properties] 


123





 
 
 

EXHIBIT G    
    
    Secured Collateral Pool
  (As of September 30, 2002)    




	Hotel (Franchise)
 
	 	City
	 	State
	 	Franchisor
	 	Cost

	Hampton Inn	 	Ft. Lauderdale	 	FL	 	Hilton Hotels Corporation	 	$	7,.714,000
	Hampton Inn	 	Minnetonka	 	MN	 	Hilton Hotels Corporation	 	$	6,732,000
	Hampton Inn	 	Lincoln	 	NE	 	Hilton Hotels Corporation	 	$	6,471,000
	Hampton Inn	 	Tulsa	 	OK	 	Hilton Hotels Corporation	 	$	7,986,000
	Holiday Inn	 	Louisville	 	KY	 	Six Continents PLC	 	$	9,311,000
	Holiday Inn	 	Lafayette	 	LA	 	Six Continents PLC	 	$	15,271,000
	Holiday Inn	 	Columbia	 	SC	 	Six Continents PLC	 	$	9,384,000
	Holiday Inn Express	 	Bloomington	 	MN	 	Six Continents PLC	 	$	10,148,000
	Residence Inn	 	Wilmington	 	DE	 	Marriott International Inc.	 	$	11,199,000
	Courtyard	 	Flint	 	MI	 	Marriott International Inc.	 	$	6,673,000
	Hampton Inn	 	Laredo	 	TX	 	Hilton Hotels Corporation	 	$	6,448,000
	Residence Inn	 	Tyler	 	TX	 	Marriott International Inc.	 	$	9,662,000
	Residence Inn	 	Fishkill	 	NY	 	Marriott International Inc.	 	$	15,589,000
	Hampton Inn	 	Chandler	 	AZ	 	Hilton Hotels Corporation	 	$	5,586,000
	Beverly Heritage	 	Milpitas	 	CA	 	N/A	 	$	42,148,000
	Homewood Suites	 	Chandler	 	AZ	 	Hilton Hotels Corporation	 	$	6,945,000
	Hampton Inn	 	Sedona	 	AZ	 	Hilton Hotels Corporation	 	$	6,253,000
	Hotel Rex	 	San Francisco	 	CA	 	N/A	 	$	15,934,000
	Residence Inn	 	West Palm Beach	 	FL	 	Marriott International Inc.	 	$	6,492,000
	TownePlace Suites	 	Fort Worth	 	TX	 	Marriott International Inc.	 	$	6,805,000
	TownePlace Suites	 	Miami Lakes	 	FL	 	Marriott International Inc.	 	$	6,968,000
	TownePlace Suites	 	Miami	 	FL	 	Marriott International Inc.	 	$	7,086,000
	Sheraton Hotel	 	Birmingham	 	AL	 	Starwood Hotels & Resorts Worldwide	 	$	24,551,000
	Hampton Inn	 	Denver	 	CO	 	Hilton Hotels Corporation	 	$	10,096,000




124





 
 
 

EXHIBIT H    
    
    Negative Collateral Pool
  (As of September 30, 2002)    




        None. 


125






  



 
 

EXHIBIT I-1    
    
    BORROWING NOTICE    
  



	Notice Date:	
	 
	TO:	 	 
	BORROWER:	 	Bank of America, N.A., Agent
	LOAN:	 	RFS Partnership, L. P.

$140,000,000.00 Sixth Amended and Restated Revolving Credit Agreement dated as of October 31, 2002 (as thereafter amended from time to time referred to as the "Loan Agreement")





	ADVANCE:	 	 	 	 	 
	

ADVANCE AMOUNT REQUESTED:	
 	
$	

 	
 	

 
	 	 	
	 	 
	EFFECTIVE DATE OF ADVANCE:	 	 	 	 	(1 day for Prime Advance/3 days for LIBOR Advance from Notice Date)
	 	 	
	 	 
	

ADVANCE TYPE:	
 	
 	

Prime Advance/LIBOR Advance	
 	

(Circle one)
	 	 	
	 	 
	If a LIBOR Advance:	 	 	 	 	 
	

INTEREST PERIOD:	
 	
 	

30, 60, 90 or 180	
 	

(Circle One)
	 	 	
	 	 
	EXPIRATION DATE OF INTEREST PERIOD:	 	
	 	 
	

INTEREST RATE WILL BE SET BY AGENT 2 BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE OF THE ADVANCE.
	

AGENT IS AUTHORIZED TO WIRE THE ADVANCE AMOUNT TO BORROWER'S ACCOUNT PER STANDING WIRING INSTRUCTIONS.
	
PAYMENT:	
 	
 	

 	
 	

 
	

PAYMENT AMOUNT REMITTED:	
 	
$	

 	
 	

 
	 	 	
	 	 
	

PROPOSED DATE OF PAYMENT:	
 	
 	

 	
 	

(if different from above)
	 	 	
	 	 
	

ADVANCE TYPE TO BE REPAID:	
 	
 	

Prime Advance/LIBOR Advance	
 	

(Circle one)
	 	 	
	 	 
	If a LIBOR Advance, select tranche to be repaid:	 	$	 	 	(original $ amt of tranche)
	 	 	
	 	 
	

 	
 	
 	

 	
 	

(orig Exp Date of tranche)
	 	 	
	 	 
	

BREAK-UP FEE TO BE COLLECTED IN ADDITION TO PAYMENT AMOUNT:	
 	

	
 	

 





        THE
ABOVE PAYMENT AMOUNT AND BREAK-UP FEE WILL BE WIRED BY BORROWER TO AGENT PER STANDING WIRING INSTRUCTIONS. 


126





 



        All
capitalized terms not otherwise defined herein shall have the meanings as set forth in the Loan Agreement. 


        Borrower
represents and warrants that: 


        1.    All
of the representations and warranties of the Borrower contained in the Loan Agreement continue to be true and correct at such time, both before and after giving
effect to the application of the proceeds of the Advance hereto; 


        2.    The
incumbency of the Authorized Officers of the corporate general partner of the Borrower as stated in the most recent certificate
dated                        ,
20    delivered to the Agent by the Borrower, has not been modified, amended or rescinded; and 



        3.    There
does not exist and, after giving effect to the Advance hereto, there will not exist, a Default or Unmatured Default under the Loan Agreement. 



	 	 	RFS Partnership, L.P.
	

 	
 	

By:	
 	

RFS Hotel Investors, Inc.,

Its General Partner
	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	





127





 
 
 

EXHIBIT I-2    
    
    CONVERSION/CONTINUATION NOTICE    
  



	 	Notice Date:        
	TO:	Bank of America, N.A., Agent
	BORROWER:	RFS Partnership, L. P.
	LOAN:	$140,000,000.00 Sixth Amended and Restated Revolving Credit Agreement dated as of October 31, 2002 (as thereafter amended from time to time referred to as the "Loan Agreement")





	

AMOUNT TO BE CONVERTED:	
 	

$
	
 	

 
	EFFECTIVE DATE OF CONVERSION:	 	 	 	(1 day for PrimeAdvance/3 days for LIBOR Advance from Notice Date)
	 	 	
	 	 
	CONVERSION TYPE:	 	 	 	 





If
converting to Prime Rate: 



NOTE:
No notice is required if the Effective Date of the Conversion is at the end of the then applicable LIBOR Interest Period. 



	 	ORIGINAL AMOUNT AND EXPIRATION

DATE OF INTEREST PERIOD OF LIBOR

ADVANCE SUBJECT TO CONVERSION:	 	$	 	 
	 	 	
	 	 





If
converting to LIBOR Rate: 



	INTEREST PERIOD:	 	30, 60, 90 or 180	 	(Circle One)
	 	 	
	 	 
	 	EXPIRATION DATE OF	 	 	 	 
	 	INTEREST PERIOD:	 	 	 	 
	 	 	
	 	 
	 	INTEREST RATE:	 	 	 	 
	 	 	
	 	 
	BREAK-UP FEE TO BE COLLECTED:	 	$	 	 
	 	 	
	 	 





        THE
ABOVE BREAK-UP FEE WILL BE WIRED BY BORROWER TO AGENT PER STANDING WIRING INSTRUCTIONS. 


        All
capitalized terms not otherwise defined herein shall have the meanings as set forth in the Loan Agreement. 


        Borrower
represents and warrants that: 


        1.    All
of the representations and warranties of the Borrower under the Loan Agreement continue to be true and correct at such time, both before and after giving effect to
the application of the conversion hereto; 


        2.    The
incumbency of the Authorized Officers of the corporate general partner of the Borrower as stated in the most recent certificate
dated                        ,
20    delivered to the Agent by the Borrower, has not been modified, amended or rescinded; and 


128





 

        3.    There
does not exist and, after giving effect to the conversion hereto, there will not exist, a Default or an Unmatured Default under the Loan Agreement. 



	 	 	RFS Partnership, L.P.
	

 	
 	

By:	
 	

By: RFS Hotel Investors, Inc.,

General Partner
	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	





129






  



 
 

EXHIBIT I-3    
    
    LETTER OF CREDIT REQUEST    
  


        I,
                                         
       , am an Authorized Officer of RFS Hotel Investors, Inc. (the "General Partner"), the general partner of RFS Partnership, L.P. (the
"Borrower"), and as such Authorized Officer, do hereby certify pursuant to the provisions of the Sixth Amended and Restated Revolving Credit Agreement dated as of October 31, 2002 (as amended
from time to time, the "Loan Agreement"), by and among the Borrower, Agent, Banc of America Securities LLC, the Lenders thereto (collectively, the "Lenders"),
to                        [Bank of
America, N.A. or other Lender], as issuer of certain letters of credit (in such capacity, the "Issuing Bank") and Bank of America, N.A., as agent for the Lenders (in such capacity, the
"Agent"), that: 



        1.    Pursuant
to Section 3.4 of the Loan Agreement, the Borrower hereby requests the issuance by the Issuing Bank of a Facility Letter of Credit in the stated amount of
$                        to be issued
on                        , 20    (the "Issuance Date") and expire
on                        , 20    , for the benefit
of                        (the "Beneficiary"),
substantially in the form of or containing the terms as set forth in Exhibit A attached hereto. 


        2.    The
address of the Beneficiary is as follows: 



	
	 	 
	

	
 	

 
	

	
 	

 
	

	
 	

 






        3.    I
hereby certify to the Agent that the Issuing Bank is permitted to issue such Facility Letter of Credit for such purpose under the terms of Section 7.2 of the
Loan Agreement. The purpose of such Letter of Credit
is:                                         
       . 



        4.    After
giving effect to the issuance of the Letter of Credit hereto, the aggregate Facility Letter of Credit Obligations will not exceed $10,000,000.00 and the Allocated
Facility Amount will not exceed the Aggregate Commitment. 


        5.    There
does not exist on this date, and will not exist after issuance of the requested Facility Letter of Credit, a Default or Unmatured Default. 


        6.    No
material adverse change has occurred in the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower since the
date of the Loan Agreement. 


        7.    All
representations and warranties of the Borrower made under the Loan Agreement, which in accordance with  Section VI of the Loan Agreement are made at and as of the time of such issuance of the
requested Facility Letter of Credit, are true and correct
in all material respects as of the date hereof, both before and after giving effect to the issuance of the Facility Letter of Credit in connection with which this Request is given, except to the
extent that such representations and warranties relate solely to an earlier date (in such case such representations and warranties shall have been true and accurate on and as of such earlier date),
and except for changes in factual circumstances specifically permitted under the Loan Agreement. 


        8.    The
incumbency of the Authorized Officers of the General Partner, as stated in the most recent certificate
dated                        , 20    delivered to the Agent
by the Borrower, has not been modified, amended or rescinded. 



130





 





        Capitalized
terms used herein and not otherwise defined are used as defined in the Loan Agreement. 


        Dated
as of this            day of                        ,
20    . 



	 	 	RFS Partnership, L.P.
	

 	
 	

By:	
 	

RFS Hotel Investors, Inc.,

General Partner
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	





131





 
 
 

EXHIBIT J    
    
    COMMITMENT AMOUNTS AND PERCENTAGES    
  



	Lender
 
	 	Commitment Amount
	 	Percentage
	 
	Bank of America, N.A.	 	$	25,000,000.00	 	17.8571428	%
	First Tennessee Bank National Association	 	$	20,000,000.00	 	14.2857143	%
	PNC Bank, N.A.	 	$	20,000,000.00	 	14.2857143	%
	Wells Fargo Bank, N.A.	 	$	20,000,000.00	 	14.2857143	%
	AmSouth Bank	 	$	20,000,000.00	 	14.2857143	%
	Wachovia Bank, National Association	 	$	15,000,000.00	 	10.7142857	%
	Union Planters Bank, N.A.	 	$	10,000,000.00	 	7.1428572	%
	Credit Suisse First Boston, Cayman Islands Branch	 	$	10,000,000.00	 	7.1428572	%
	 	 	
	 	
	 
	 	Total	 	$	140,000,000.00	 	100.00	%




132






  



 
 

EXHIBIT K    
    
    CONTINUING AND UNCONDITIONAL GUARANTY    
  



        This CONTINUING AND UNCONDITIONAL GUARANTY (this "Guaranty") is executed on this 31st day of
October, 2002, by RFS Hotel Investors, Inc. and RFS Leasing VII, Inc., both Tennessee corporations ("Guarantor") to and in favor of BANK OF AMERICA,
N.A., a national banking association ("Bank of America"), and the other Lenders who are parties to the Loan Agreement (collectively, the "Lenders"; Bank of America and the
Lenders are sometimes hereinafter collectively referred to as "Bank") 


        1.    Guaranty.    FOR VALUE RECEIVED, and to induce Bank to make
loans or advances or to extend credit or other financial accommodations or benefits, with or without security, to or for the account of RFS Partnership, L.P., a Tennessee limited partnership
("Borrower"), the undersigned "Guarantor" hereby irrevocably and unconditionally guarantees to Bank the full and prompt payment when due, whether by acceleration or otherwise, of any and all
Liabilities (as hereinafter defined) of Borrower to Bank. This Guaranty is continuing and unlimited as to the amount, and is cumulative to and does not supersede any other guaranties. All such capital
liabilities, fees, costs and expenses constitute the "Guaranty Obligations." 


        Guarantor
further unconditionally guarantees the faithful, prompt and complete compliance by Borrower with all Obligations (as hereinafter defined). The undertakings of Guarantor
hereunder are independent of the Liabilities and Obligations of Borrower and a separate action or actions for payment, damages or performance may be brought or prosecuted against Guarantor, whether or
not an action is brought against Borrower or to realize upon the security for the Liabilities and/or Obligations, whether or not Borrower is joined in any such action or actions, and whether or not
notice is given or demand is made upon Borrower. 


        Bank
shall not be required to proceed first against Borrower, or any other person or entity, whether primarily or secondarily liable, or against any collateral held by it, before
resorting to Guarantor for payment, and Guarantor shall not be entitled to assert as a defense to the enforceability of the Guaranty any defense of Borrower with respect to any Liabilities or
Obligations. 


        2.    Paragraph Headings, Governing Law and Binding
Effect.    Guarantor agrees that the paragraph headings in this Guaranty are for convenience only and that they will not limit any of the provisions of this Guaranty.
Guarantor further agrees that this Guaranty shall be governed by, and construed in accordance with, the laws of the State of Tennessee. In any litigation in connection with or to enforce this Guaranty
or any other Loan Documents, Guarantor, and each of them, irrevocably consent to and confer personal jurisdiction on the courts of the State of Tennessee or the United States courts located within the
State of Tennessee. Nothing contained herein shall, however, prevent Bank from bringing any action or exercising any rights within any other state or jurisdiction or from obtaining personal
jurisdiction by any other means available by applicable law. This Guaranty is binding upon Guarantor, its successors and assigns, and shall inure to the benefit of Bank, its successors, indorsees or
assigns. Guarantor shall be bound by the terms hereof without regard to execution by anyone else. 


        3.    Definitions.    



        A.    "Guarantor" shall mean RFS Hotel Investors, Inc. and RFS Leasing VII, Inc. 


        B.    "Liability" or "Liabilities" shall mean without limitation, all liabilities, overdrafts, indebtedness, and obligations of
Borrower and/or Guarantor to Bank, whether direct or indirect, absolute or contingent, joint or several, secured or unsecured, due or not due, contractual or tortious, liquidated or unliquidated,
arising by operation of law or otherwise, now or hereafter existing, or held or to be held by Bank for its own account or as agent for another or others, whether created directly, indirectly, or
acquired by assignment or otherwise, including but not 



133





 





limited to all extensions or renewals thereof, and all sums payable under or by virtue thereof, including without limitation, all amounts of principal and interest, all expenses (including reasonable
attorney's fees and costs of collection) incurred in the collection thereof or the enforcement of rights thereunder (including without limitation, any liability arising from failure to comply with
state or federal laws, rules and regulations concerning the control of hazardous waste or substances at or with respect to any real estate securing any loan guaranteed hereby), whether arising in the
ordinary course of business or otherwise. If Borrower is a partnership, corporation or other entity, the term "Liability" or "Liabilities" as used herein shall include all Liabilities to Bank of any
successor entity or entities. In addition to the foregoing, the term "Liabilities", as used in this Guaranty, includes the "Obligations" as such terms are now and hereafter defined in the Loan
Agreement, and as such "Obligations" may be increased from time to time. 


        C.    "Loan Agreement" shall mean that certain Sixth Amended and Restated Revolving Credit Agreement dated of even date
herewith, executed by and among Borrower, RFS Hotel Investors, Inc., RFS Leasing VII, Inc., Bank of America Securities LLC, Bank and the Lenders, as the same may be amended, modified,
renewed, extended, supplemented or restated from time to time. 


        D.    "Loan Documents" shall mean all deeds to secure debt, deeds of trust, mortgages, security agreements, pledge agreements
and other documents securing payment of the Liabilities and all notes and other agreements, documents and instruments evidencing or relating to the Liabilities and Obligations. In addition to the
foregoing, the term "Loan Documents," as used in this Guaranty, includes, without limitation, the "Loan Documents," as such term is defined in the Loan Agreement. 



        E.    "Obligation" or "Obligations" shall mean all terms, conditions, covenants, agreements and undertakings of Borrower and/or
Guarantor under all notes and other documents evidencing the Liabilities, and under all deeds to secure debt, deeds of trust, mortgages, security agreements and other agreements, documents and
instruments executed in connection with the Liabilities or related thereto, including, without limitation, the "Notes", as such term is now or hereafter defined in the Loan Agreement. In addition to
the foregoing, the term "Obligations," as used in this Guaranty, includes, without limitation, all "Obligations" as such term is now or hereafter defined in the Loan Agreement, and as such
"Obligations" may be increased from time to time. 




        4.    Waivers by Guarantor.    Guarantor waives notice of acceptance
of this Guaranty, notice of any Liabilities or Obligations to which it may apply, presentment, demand for payment, protest, notice of dishonor or nonpayment of any Liabilities, notice of intent to
accelerate, notice of acceleration, and notice of any suit or the taking of other action by Bank against Borrower, Guarantor or any other person, any applicable statute of limitations and any other
notice to any party liable on any Loan Document (including Guarantor). 



        Guarantor
also hereby waives any claim, right or remedy which Guarantor may now have or hereafter acquire against Borrower that arises hereunder including, without limitation, any claim,
remedy or right of subrogation, reimbursement, exoneration, contribution, indemnification or participation in any claim, right or remedy of Bank against Borrower or against any security which Bank now
has or hereafter acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise. 


        Guarantor
also waives the benefits of any provision of law requiring that Bank exhaust any right or remedy, or take any action, against Borrower, any other guarantor or any other person
and/or property. 


        Bank
may at any time and from time to time (whether before or after revocation or termination of this Guaranty) without notice to Guarantor (except as required by law), without incurring
responsibility to Guarantor, without impairing, releasing or otherwise affecting the Obligations of Guarantor, in 


134





 




whole or in part, and without the indorsement or execution by Guarantor of any additional consent, waiver or guaranty: (a) change the manner, place or terms of payment, or change or extend the
time of or renew, or change any interest rate or alter any Liability or Obligation or installment thereof, or any security therefor; (b) loan additional monies or extend additional credit to
Borrower, with or without security, thereby creating new Liabilities or Obligations the payment or performance of which shall be guaranteed hereunder, and the Guaranty herein made shall apply to the
Liabilities and Obligations as
so changed, extended, surrendered, realized upon or otherwise altered; (c) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at
any time pledged or mortgaged to secure the Liabilities or Obligations and any offset there against; (d) exercise or refrain from exercising any rights against Borrower or others (including
Guarantor) or act or refrain from acting in any other manner; (e) settle or compromise any Liability or Obligation or any security therefor and subordinate the payment of all or any part
thereof to the payment of any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; (f) release or compromise any Liability of
Guarantor hereunder or any Liability or Obligation of any other parties primarily or secondarily liable on any of the Liabilities or Obligations; or (g) apply any sums from any sources to any
Liability without regard to any Liabilities remaining unpaid. 


        5.    Subordination.    Guarantor agrees that it will not demand, take
or receive from Borrower, by set-off or in any other manner, payment of any debt, now and at any time or times hereafter owing by Borrower to Guarantor unless and until all the Liabilities
and Obligations shall have been fully paid and performed, and any security interest, liens or encumbrances which Guarantor now has and from time to time hereafter may have upon any of the assets of
Borrower shall be made subordinate, junior and inferior and postponed in priority, operation and effect to any security interest of Bank in such assets. 


        6.    Waivers by Bank.    No delay on the part of Bank in exercising
any of its options, powers or rights, and no partial or single exercise thereof, shall constitute a waiver thereof. No waiver of any of its rights hereunder, and no modification or amendment of this
Guaranty, shall be deemed to be made by Bank unless the same shall be in writing, duly signed on behalf of Bank; and each such waiver, if any, shall apply only with respect to the specific instance
involved, and shall in no way impair the rights of Bank or the obligations of Guarantor to Bank in any other respect at any other time. 


        7.    Termination.    This Guaranty shall be binding on Guarantor
until written notice of revocation signed by Guarantor shall have been received by Bank, notwithstanding change in name, location, composition or structure of, or the dissolution, termination or
increase, decrease or change in personnel, owners or partners of Borrower or Guarantor. No notice of revocation or termination hereof shall affect in any manner rights arising under this Guaranty with
respect to Liabilities or Obligations that shall have been committed, created, contracted, assumed or incurred prior to receipt of such written notice pursuant to any agreement entered into by Bank
prior to receipt of such notice. The sole effect of such notice of revocation or termination hereof shall be to exclude from this Guaranty, Liabilities or Obligations thereafter arising that are
unconnected with Liabilities or Obligations theretofore arising or transactions entered into theretofore. 


        8.    Partial Invalidity and/or Enforceability of Guaranty.    The
unenforceability or invalidity of any provision of this Guaranty shall not affect the enforceability or validity of any other provision herein and the invalidity or unenforceability of any provision
of any Loan Document as it may apply to any person or circumstance shall not affect the enforceability or validity of such provision as it may apply to other persons or circumstances. 


        In
the event Bank is required to relinquish or return the payments, the collateral or the proceeds thereof, in whole or in part, which had been previously applied to or retained for
application against any Liability, by reason of a proceeding arising under the Bankruptcy Code, or for any other reason, 


135





 




this Guaranty shall automatically continue to be effective notwithstanding any previous cancellation or release effected by Bank. This Guaranty shall remain in full force and effect and continue to
be effective should any petition be filed by or against Borrower and/or Guarantor for liquidation or reorganization, should Borrower and/or Guarantor become insolvent or make an assignment for the
benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any of Borrower's and/or Guarantor's assets, and shall, to the fullest extent permitted by law,
continue to be effective or be reinstated, as the case may be, if any time, payment and performance of the Obligations and Liabilities, or any part thereof, is, pursuant to applicable law, rescinded
or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations or Liabilities or such part thereof, whether as a "voidable preference," "fraudulent transfer," or
otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof is rescinded, reduced, restored or returned, the Obligations and Liabilities
shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 



        9.    Change of Status.    Guarantor will not become a party to a
merger or consolidation with any other company, or change its legal structure without the written consent of Bank, except as may be expressly permitted in the Loan Agreement; provided, however, that
all covenants under this Guaranty shall be assumed by the new or surviving entity. Guarantor further agrees that this Guaranty shall be binding, legal and enforceable against Guarantor in the event
Borrower changes its name, status or type of entity. 


        10.    Financial and Other Information.    Guarantor agrees to furnish
to Bank any and all financial information and any other information regarding Guarantor and/or collateral requested in writing by Bank within ten (10) days of the date of the request. Guarantor
has made an independent investigation of the financial condition and affairs of Borrower prior to entering into this Guaranty, and Guarantor will continue to make such investigation; and in entering
into this Guaranty Guarantor has not relied upon any representation of Bank as to the financial condition, operation or creditworthiness of Borrower. Guarantor further agrees that Bank shall have no
duty or responsibility now or hereafter to make any investigation or appraisal of Borrower on behalf of Guarantor or to provide Guarantor with any credit or other information which may come to its
attention now or hereafter. 


        11.    Notices.    Notice shall be deemed reasonable if mailed postage
prepaid at least five (5) days before the related action to the address of Guarantor or Bank, at their respective addresses indicated below, or to such other address as any party may designate
by written notice to the other party. Each notice, request and demand shall be deemed given or made, if sent by mail, upon the earlier of the date of receipt or five (5) days after deposit in
the U.S. Mail, first class postage prepaid, or if sent by any other means, upon delivery. 



	 	 	With respect to Guarantor:

RFS Hotel Investors, Inc. and

RFS Leasing VII, Inc.

850 Ridge Lake Blvd., Suite 300

Memphis, Tennessee 38120

Attention: Kevin Luebbers	 	 
	

 	
 	

With respect to Bank:

Bank of America, N.A.

901 Main Street, 64th Floor

Dallas, Texas 75202

Attention: Ms. Lesa J. Butler	
 	

 




136





 

        12.    Guarantor Duties.    Guarantor shall upon notice or demand by
Bank promptly and with due diligence pay all Liabilities and perform and satisfy all Obligations for the benefit of Bank in the event of (a) the occurrence of any default under any Loan
Documents; (b) the failure of Borrower or any Guarantor to perform any obligation or pay any liability or indebtedness of Borrower or any Guarantor to Bank, or to any affiliate of Bank, whether
under any Note, Guaranty, or any other agreement, now or hereafter existing, as and when due (whether upon demand, at maturity or by acceleration); (c) the failure of Borrower or any Guarantor
to pay or perform any other liability, obligation or indebtedness of Borrower or any Guarantor to any other party; (d) the death of Borrower or any Guarantor (if an individual); (e) the
resignation or withdrawal of any partner or a material owner/shareholder/partner of any Guarantor or Borrower, as determined by Bank in its sole discretion; (f) the commencement of a proceeding
against Borrower or any Guarantor for dissolution or liquidation, the voluntary or involuntary termination or dissolution of Borrower or any Guarantor or the merger or consolidation of Borrower or any
Guarantor with or into another entity; (g) the insolvency, or the business failure of, or the appointment of a custodian, trustee, liquidator or receiver for or of any of the property of, or
the assignment for the benefit of creditors by, or the filing of a petition under bankruptcy, insolvency or debtor's relief law or the filing of a petition for any adjustment of indebtedness,
composition or extension by or against Borrower or any Guarantor; (h) the sole determination by Bank that any representation or warranty to Bank in any Loan Document or otherwise to Bank was
untrue or materially misleading when made; (i) the failure of any Guarantor or Borrower to timely deliver such financial statements including tax returns and all schedules, or other statements
of condition or other information, as Bank shall request from time to time; (j) the entry of a judgment against Borrower or any Guarantor which Bank deems to be of a material nature in the sole
discretion of Bank; (k) the seizure or forfeiture of any of Borrower or any Guarantor's property, or the issuance of any writ of possession, garnishment or attachment, or any turnover order;
(l) the sole determination by Bank that any Guarantor or Borrower jointly or severally, has suffered a material adverse change in its financial condition; (m) the determination by Bank
that for any reason it is insecure; (n) any lien or additional security interest being placed upon any collateral which is security for any Loan Document; (o) the failure of Borrower's
business to comply with any law or regulation controlling the operation of Borrower's business; or (p) the occurrence of any "Default", as such term is defined in the Loan Agreement. In
addition to the foregoing, any "Default", as such term is defined in the Loan Agreement, shall constitute an even of default under this Guaranty. 



        13.    Remedies.    Upon the failure of Guarantor to fulfill its duty
to pay Liabilities and perform and satisfy all Obligations as required hereunder, Bank shall have all of the remedies of a creditor and, to the extent applicable, of a secured party, under all
applicable laws, and without limiting the generality of the foregoing, Bank may, at its option and without notice or demand: (a) declare any Liability due and payable at once; (b) take
possession of any collateral pledged by Borrower or Guarantor wherever located, and sell, resell, assign, transfer and deliver all or any part of said collateral of Borrower or Guarantor at any public
or private sale or otherwise dispose of any or all of the collateral in its then condition, for cash or on credit or for future delivery, and in connection therewith Bank may impose reasonable
conditions upon any such sale, and Bank, unless prohibited by law the provisions of which cannot be waived, may purchase all or any part of said collateral to be sold, free from and discharged of all
trusts, claims, rights or redemption and equities of Borrower or Guarantor whatsoever; Guarantor acknowledges and agrees that the sale of any collateral through any nationally recognized broker-
dealer, investment banker or any other method common in the securities industry shall be deemed a commercially reasonable sale under the Uniform Commercial Code or any other equivalent statute or
federal law, and expressly waives notice thereof except as provided herein; and (c) set-off against any or all liabilities of Guarantor all money owed by Bank or any of its agents
or affiliates in any capacity to Guarantor whether or not due, and also set-off against all other Liabilities of Guarantor to Bank all money owed by Bank in any capacity to Guarantor, and
if exercised by Bank, Bank shall be deemed to 


137





 


have exercised such right of set-off and to have made a charge against any such money immediately upon the occurrence of such default although made or entered on the books subsequent
thereto. 


        Bank
shall have a properly perfected security interest in all of Guarantor's funds on deposit with Bank to secure the balance of any Liabilities and/or Obligations that Guarantor may now
or in the future owe Bank. Bank is granted a contractual right of set-off and will not be liable for dishonoring checks or withdrawals where the exercise of Bank's contractual right of
set-off or security interest results in insufficient funds in Guarantor's account. As authorized by law, Guarantor grants to Bank this contractual right of set-off and security
interest in all property of Guarantor now or at anytime hereafter in the possession of Bank, including but not limited to any joint account, special account, account by the entireties, tenancy in
common, and all dividends and distributions now or hereafter in the possession or control of Bank. 


        14.    Attorney Fees, Cost and Expenses.    Guarantor shall pay all
costs of collection and reasonable attorney's fees, including reasonable attorney's fees in connection with any suit, mediation or arbitration proceeding, out of court payment agreement, trial,
appeal, bankruptcy proceedings or otherwise, incurred or paid by Bank in (a) defending this Guaranty or (b) enforcing the payment or performance of any Liability or Obligation. 


        15.    Collateral.    Bank at all times and from time to time shall
have the right to require Guarantor to deliver to Bank collateral satisfactory to Bank to secure Guarantor's undertakings hereunder and/or the Liabilities or Obligations of Guarantor hereunder. 



        16.    Preservation of Property.    Bank shall not be bound to take
any steps necessary to preserve any rights in any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities and Obligations as against prior parties who may be liable in
connection therewith, and Borrower and Guarantor hereby agree to take any such steps. Bank, nevertheless, at any time, may (a) take any action it deems appropriate for the care or preservation
of such property or of any rights of Borrower and/or Guarantor or Bank therein; (b) demand, sue for, collect or receive any money or property at any time due, payable or receivable on account
of or in exchange for any property pledged as collateral to Bank to secure Borrower and/or Guarantor's Liabilities to Bank; (c) compromise and settle with any person liable on such property; or
(d) extend the time of payment or otherwise change the terms of the Loan Documents as to any party liable on the Loan Documents, all without notice to, without incurring responsibility to, and
without affecting any of the Obligations or Liabilities of Guarantor. 


138









   
        17.    ARBITRATION.    ANY CONTROVERSY OR
CLAIM BETWEEN OR AMONG THE PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR DOCUMENTS,
INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE
LAW), THE RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT
OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY
BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH
ACTION.



        A.    SPECIAL RULES.    THE ARBITRATION SHALL
BE CONDUCTED IN THE COUNTY OF BORROWER'S DOMICILE, OR IF THERE IS REAL OR PERSONAL PROPERTY COLLATERAL, IN THE COUNTY WHERE SUCH REAL OR PERSONAL PROPERTY IS LOCATED AT THE TIME OF THE EXECUTION OF
THIS INSTRUMENT, AGREEMENT OR DOCUMENT AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE ARBITRATION, THEN THE AMERICAN
ARBITRATION ASSOCIATION WILL SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE, BE PERMITTED
TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60 DAYS.


        B.    RESERVATION OF RIGHTS.    NOTHING IN
THIS ARBITRATION PROVISION SHALL BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF BANK HERETO
(A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT
PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH
PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT.
NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.




        18.    Controlling Document.    To the extent that this Guaranty
conflicts with the Loan Agreement, the Loan Agreement shall control. 


139





 

        19.    NOTICE OF FINAL AGREEMENT.    



        THIS WRITTEN CONTINUING AND UNCONDITIONAL GUARANTY AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN OR AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


        20.    Limitation regarding Guaranteed Obligations.    Notwithstanding
anything to the contrary contained in this Guaranty, the Guaranteed Obligations of Guarantor hereunder shall not exceed an aggregate amount equal to the greatest amount that would not render
Guarantor's indebtedness, liabilities or obligations under this Guaranty subject to avoidance under Sections 544, 548 or 550 of the Federal Bankruptcy Code or subject to being set aside or annulled
under any applicable state law relating to fraud on creditors; provided, however, that, for purposes of
the immediately preceding clause, it shall be presumed that the Guaranteed Obligations of Guarantor under this Guaranty do not equal or exceed any aggregate amount which would render Guarantor's
indebtedness, liabilities or obligations under this Guaranty subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the
contrary. Subject to but without limiting the generality of the foregoing sentence, the provisions of this Guaranty are severable and, in any legally binding action or proceeding involving any state
corporate law or any bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors' rights and general principles of equity, if the indebtedness, liabilities or
obligations of Guarantor under this Guaranty would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its indebtedness, liabilities or obligations under
this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such indebtedness, liabilities or obligations shall, without any further action by Guarantor,
Bank or any other Person, be automatically limited and reduced to the greatest amount which is valid and enforceable as determined in such action or proceeding. 



        21.    Representation by Guarantor.    Guarantor represents,
acknowledges and agrees as follows: Guarantor, together with Borrower and the other Guarantors referenced and/or defined in the Loan Agreement, are a combined enterprise with a common purpose, each
dependent on the other, and the successful
operations and viability of any one of them inures to the benefit of each of them. Guarantor has determined that the availability of credit to Borrower, and the ability of Borrower to make proceeds of
such credit available for its subsidiaries and affiliates, is of direct and indirect benefit to it, of equivalent value, and that execution and performance of this Guaranty is in its best interest. 


[The remainder of this page has been left blank intentionally.]


140





 

        IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed on this 31st day of October, 2002. 



	 	 	RFS HOTEL INVESTORS, INC.,

a Tennessee corporation
	

 	
 	
RFS LEASING VII, INC.,

a Tennessee corporation
	

Witnessed By:	
 	

 	
 	

 
	

/s/  ELIZABETH A. MCNEILL      
	
 	

By:	
 	

/s/  KEVIN M. LUEBBERS      

	

Elizabeth A. McNeill
	
 	

Name:	
 	

Kevin M. Luebbers

	

Secretary
 Print Name and Title	
 	

Title:	
 	

Executive Vice President and Chief Financial Officer





141





 

Corporate Acknowledgment


State
of                                         
       ) 



County
of                                         
       ) 


        This
instrument was acknowledged before me on                        , 2002,
by                                         
       , INC., a Tennessee corporation, on behalf of said corporation. 



	 	 	

	

(Seal)	
 	

Notary Public

in and for the State of
	

	
 	


	My Commission Expires	 	Printed Name of Notary




142






  



 
 

SCHEDULE 1    
    
    SUBSIDIARIES AND INVESTMENT AFFILIATES    
  


	1.
	RFS
Managers, Inc. (owned 100% by RFS Hotel Investors, Inc.)



	2.
	RFS
Financing Partnership, L.P. (owned 99% by RFS Partnership, L.P. and 1% by RFS Financing 2002, LLC)



	3.
	RFS
Financing Corp. (owned 100% by RFS TRS Holdings, Inc.)



	4.
	Ridge
Lake L.P., having as its general partner Ridge Lake General Partner, Inc. (owned 100% by RFS Partnership, L.P.)



	5.
	Ridge
Lake LLC (owned 100% by RFS Partnership, L.P.)



	6.
	RFS
MM 1 1998 Corporation (owned 100% by RFS Hotel Investors, Inc.)



	7.
	RFS
MM 2 1998 Corporation (owned 100% by RFS Hotel Investors, Inc.)



	8.
	RFS
MM 2000 Corporation (owned 100% by RFS Hotel Investors, Inc.)



	9.
	RFS
MM 2 2000 Corporation (owned 100% by RFS Hotel Investors, Inc.)



	10.
	RFS
Wharf Property Corporation (owned 100% by RFS Hotel Investors, Inc.)



	11.
	RFS
TRS Holdings, Inc. (owned 100% by RFS Partnership, L.P.)



	12.
	RFS
Leasing II, Inc. (owned 100% by RFS TRS Holdings, Inc.)



	13.
	RFS
Leasing III, Inc. (owned 100% by RFS TRS Holdings, Inc.)



	14.
	RFS
Leasing IV, Inc. (owned 100% by RFS TRS Holdings, Inc.)



	15.
	RFS
Leasing V, Inc. (owned 100% by RFS TRS Holdings, Inc.)



	16.
	RFS
Leasing VI, Inc. (owned 100% by RFS TRS Holdings, Inc.)



	17.
	RFS
Leasing VII, Inc. (owned 100% by RFS TRS Holdings, Inc.)



	18.
	RFS
SPE 1 1998 LLC (owned 99% by RFS Partnership, L.P. and 1% by RFS MM 1 1998 Corporation)



	19.
	RFS
SPE 2 1998 LLC (owned 99% by RFS Partnership, L.P. and 1% by RFS MM 2 1998 Corporation)



	20.
	RFS
SPE 2000 LLC (owned 99% by RFS Partnership, L.P. and 1% by RFS MM 2000 Corporation)



	21.
	RFS
SPE 2 2000 LLC (owned 99% by RFS Partnership, L.P. and 1% by RFS MM 2 2000 Corporation)



	22.
	RFS
Financing Partnership II, L.P. (owned 99% by RFS Partnership, L.P. and 1% by RFS Wharf Property Corporation)



	23.
	RFS
Financing 2002, LLC (owned 100% by RFS Partnership, L.P.)



	24.
	RFS
2002 Financing, Inc. (owned 100% by RFS Partnership, L.P.) 


143





 
 
 

SCHEDULE 2    
    
    INDEBTEDNESS AND LIENS    
  


        None. 


144





 
 
 

SCHEDULE 3    
    
    PLANS AND MULTIEMPLOYER PLANS    
  


        None. 


145






  



 
 

SCHEDULE 4    
    
    ENVIRONMENTAL DISCLOSURES    
  



        None. 


146





 
 
 

SCHEDULE 5    
    
    NONCOMPLIANCE WITH LAWS    
  



        None. 


147





 
 
 

SCHEDULE 6    
    
    LITIGATION AND INVESTIGATIONS    
  



        None. 


148





 
 
 

SCHEDULE 7    
    
    CONTINGENT OBLIGATIONS    
  



        None. 


149





 
 
 

SCHEDULE 8    
    
    INDEBTEDNESS DEFAULTS    
  



        None. 


150





 
 
 

SCHEDULE 9    
    
    LESSEES AND MANAGERS OTHER THAN RFS LEASING    
  



	Property
 
	 	Lessee

	Residence Inn Jacksonville	 	Landcom Hospitality Management, Inc.
	Hampton Inn Jacksonville	 	Landcom Hospitality Management, Inc.
	

Residence Inn West Palm Beach	
 	

Pinnacle Hotel Management, LLC
	

TownePlace Suites Miami Lakes	
 	

Landcom Hospitality Management, Inc.
	TownePlace Suites Miami Airport	 	Landcom Hospitality Management, Inc.








	 
	 	Manager

	Hotel Rex	 	Joie de Vivre Hotels, Inc.
	Towne Place Suites Fort Worth	 	Flagstone
	Holiday Inn Louisville	 	Flagstone
	Holiday Inn Columbia	 	Flagstone
	Holiday Inn Lafayette	 	Flagstone
	Hampton Inn Ft. Lauderdale	 	Flagstone
	Holiday Inn Express Bloomington	 	Flagstone
	Hampton Inn Lincoln	 	Flagstone
	Hampton Inn Minnetonka	 	Flagstone
	Hampton Inn Tulsa	 	Flagstone
	Residence Inn Tyler	 	Flagstone
	Residence Inn Fishkill	 	Flagstone
	Residence Inn Wilmington	 	Flagstone
	Hampton Inn Laredo	 	Flagstone
	Courtyard by Marriott Flint	 	Flagstone
	Hampton Inn Chandler	 	Flagstone
	Homewood Suites Chandler	 	Flagstone
	Hampton Inn Sedona	 	Flagstone
	Beverly Heritage Milpitas	 	Flagstone
	Residence Inn West Palm Beach	 	Flagstone




151









QuickLinks


SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF OCTOBER 31, 2002 AMONG RFS PARTNERSHIP, L.P., AS BORROWER, RFS HOTEL INVESTORS, INC., AS GUARANTOR, RFS LEASING VII, INC., AS GUARANTOR, BANC OF
AMERICA SECURITIES LLC, AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT AND LENDER, AND THE SEVERAL OTHER LENDERS FROM TIME TO TIME PARTIES HERETO

Table of Contents


SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


ARTICLE VIII DEFAULTS

ARTICLE IX ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

ARTICLE X GENERAL PROVISIONS

ARTICLE XI THE AGENT AND AGREEMENTS AMONG LENDERS



ARTICLE XII RATABLE PAYMENTS

ARTICLE XIII BENEFIT OF AGREEMENT; PARTICIPATIONS; ASSIGNMENTS

ARTICLE XIV NOTICES

ARTICLE XV COUNTERPARTS



EXHIBIT A NOTE FORM OF NOTE



EXHIBIT B FORM OF OPINION


EXHIBIT C COMPLIANCE CERTIFICATE


EXHIBIT D ASSIGNMENT AGREEMENT


EXHIBIT E LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION


EXHIBIT F FOURTH AMENDED AND RESTATED MASTER ENVIRONMENTAL INDEMNITY AGREEMENT


EXHIBIT "A"

EXHIBIT G Secured Collateral Pool (As of September 30, 2002)

EXHIBIT H Negative Collateral Pool (As of September 30, 2002)


EXHIBIT I-1 BORROWING NOTICE

EXHIBIT I-2 CONVERSION/CONTINUATION NOTICE


EXHIBIT I-3 LETTER OF CREDIT REQUEST

EXHIBIT J COMMITMENT AMOUNTS AND PERCENTAGES


EXHIBIT K CONTINUING AND UNCONDITIONAL GUARANTY


SCHEDULE 1 SUBSIDIARIES AND INVESTMENT AFFILIATES

SCHEDULE 2 INDEBTEDNESS AND LIENS

SCHEDULE 3 PLANS AND MULTIEMPLOYER PLANS



SCHEDULE 4 ENVIRONMENTAL DISCLOSURES

SCHEDULE 5 NONCOMPLIANCE WITH LAWS

SCHEDULE 6 LITIGATION AND INVESTIGATIONS

SCHEDULE 7 CONTINGENT OBLIGATIONS

SCHEDULE 8 INDEBTEDNESS DEFAULTS

SCHEDULE 9 LESSEES AND MANAGERS OTHER THAN RFS LEASING