### AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDED AND RESTATED
LOAN AGREEMENT (this Agreement) is made and entered into as of the 27th day of
September, 2000, by and between SOUTHTRUST BANK, an Alabama banking corporation,
successor by conversion to SouthTrust Bank, N.A., a national banking association
(hereinafter referred to as Lender), and SUBURBAN LODGES OF AMERICA, INC., a
Georgia corporation, SUBURBAN HOLDINGS, L.P., a Georgia limited partnership and
SUBURBAN CONSTRUCTION, INC., a Georgia corporation (hereinafter collectively
referred to as Borrower).

### AGREEMENT

THAT, for and in
consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid by
Lender to Borrower, and for other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:

## ARTICLE I -
DEFINITIONS AND RULES OF CONSTRUCTION

SECTION 101. Specific
Definitions. For purposes of this Agreement, and in addition to the other
terms defined herein, the following terms shall have the meanings set forth
below (such meanings to be equally applicable to both the singular and plural
form of the terms defined):

Additional
Properties shall have the meaning set forth in Section 206 hereof.

Adjusted LIBOR
Rate shall mean for any LIBOR Interest Period, the rate obtained by
DIVIDING (A) BY (B), where (A) equals LIBOR for such Period and (B) is a
percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all
reserves requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member of the Federal
Reserve System in respect of Euro currency liabilities as defined in Regulation
D (or against any successor category of liabilities as defined in Regulation D).

Affiliate shall
mean any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with Borrower. For the purposes of this
definition, control when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms controlling and controlled have
meanings correlative to the foregoing.

Agreement shall
mean this agreement as originally executed or as it may from time to time be
amended by one or more written amendments or modification agreements entered
into pursuant to the applicable provisions hereof.

Applicable LIBOR
Addition shall mean in determining the LIBOR Plus Rate, two hundred (200)
basis points to be added to the Adjusted LIBOR Rate. Notwithstanding anything
herein to the contrary, for purposes of determining the LIBOR Plus Rate with
respect to the Term Loan from the date of this Agreement until December 31,
2000, Applicable LIBOR Addition shall mean, in determining the LIBOR Plus
Rate, one hundred seventy-five (175) basis points to be added to the Adjusted
LIBOR Rate. Thereafter, the Applicable LIBOR Addition for the Term Loans shall
mean, in determining the LIBOR Plus Rate, two hundred (200) basis points to be
added to the Adjusted LIBOR Rate. The Applicable LIBOR Addition shall be added
to the Adjusted LIBOR Rate in determining the LIBOR Plus Rate.

Applicable Rate
shall mean either the LIBOR Plus Rate or the Base Rate at which rate Loans made
hereunder shall accrue interest during an Interest Period, as selected by the
Borrower in Section 201 hereof, or as otherwise applicable hereunder.

Base Interest
Period shall mean the period of time during which a Loan shall accrue
interest at the Base Rate, as selected by Borrower pursuant to Section 201
hereof.

Base Rate shall
mean a floating rate per annum equal to the rate of interest announced from time
to time by Lender as its base rate (with each change therein to be effective
as of the date of such change). Each such rate announced by Lender is a
reference rate and does not necessarily represent the lowest or best rate
actually charged by it to any customer. Lender may make commercial loans or
other loans at rates of interest at, above or below such reference rate. In the
event Lender ceases to use its base rate as a standard, Lender shall designate
a comparable reference rate as a substitute therefor. The Base Rate during a
Base Interest Period shall be such rate in effect on the first (1st) day of any
Base Interest Period, and as such rate may change on each day of such Interest
Period thereafter; provided, however, in the event that during a Base Interest
Period, Lenders Base Rate changes, the Base Rate shall be correspondingly
increased or decreased to reflect such changes in the Base Rate. Such Base Rate
shall be effective until the end of the then current Base Interest Period.

Borrower shall
have the meaning given that term in the preamble to this Agreement, and such
term also shall include Borrowers successors and assigns.

Borrowingshall mean the incurring
by Borrower of a Loan.

Borrowing Base
Certificate shall mean the borrowing base certificate referenced in Section
403(v), hereof, the form of which is attached hereto as Exhibit C.

Business Day
shall mean a day of the year on which commercial banks are not required or
authorized to close in Birmingham, Alabama, except for that, with respect to any
Eurodollar Loans, Business Day shall also mean and include only such days that
LIBOR is available.

Chicago OHare
Property shall mean that certain Suburban Lodge extended stay hotel located
in Chicago, Illinois, and more commonly referred to as Chicago OHare, the
legal description of which is attached hereto as Exhibit E.

Chicago OHare
Property Pledge Date shall mean a date that is not later than sixty (60)
days from the date of this Agreement.

Closing Date shall mean the date
hereof.

Collateral shall
mean the real property, fixtures and personal property of Borrower transferred,
assigned, pledged or conveyed to Lender or in which Lender has been granted a
Lien under this Agreement or the other Financing Documents and all proceeds of
the foregoing described property.

Collateral Pool
shall mean and include all of the Hotel Properties in the aggregate, and any and
all replacements or substitutions thereof. For purposes of this Agreement,
Collateral Pool shall automatically be deemed to include (i) the Chicago
OHare Property, (ii) any Additional Property, and (iii) any Substituted
Property, upon Borrowers completion of the Hotel Property Pledge Requirements
with respect to the Chicago OHare Property, any Additional Property and/or any
Substituted Property, as applicable, in accordance with Section 410 of this
Agreement.

Commitment Fee
shall mean a loan origination fee in an amount equal to $75,000.00.

Compliance
Certificate shall mean a certificate of the president or chief financial
officer of Borrower in substantially the form of Exhibit B attached
hereto.

Credit Event
shall mean each borrowing of any of the Loans hereunder (including without
limitation the refinancing of any of the Loans or the reborrowing of any of the
Loans pursuant hereunder).

Default shall
mean any event which, with the giving of notice or lapse of time (or both),
would become an Event of Default.

Dollar and
U.S. Dollar and the sign $ shall mean lawful money of the
United States of America.

Domestic Loan
means any Loan which bears interest at a rate determined with reference to the
Base Rate.

Environmental
Laws shall mean all federal, state, local and foreign laws relating to
pollution or protection of the environment, including laws relating to
emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or wastes
into the environment (including without limitation ambient air, surface water,
ground water, or land), or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes, and any and all regulations, codes, plans, orders,
decrees, judgments, injunctions, notices or demand letters issued, entered,
promulgated or approved thereunder.

ERISA shall
mean the Employee Retirement Income Security Act of 1974, P.L. 93-406, as
amended.

Eurodollar Loan
means any Loan which bears interest at a rate determined with reference to the
LIBOR Rate.

Event of
Default shall mean any of the events specified in Article VII of this
Agreement, provided that any express requirement therein for notice or lapse of
time shall have been satisfied.

Financing
Documents means and includes this Agreement, the Note, the Security Deeds
and any extensions, renewals, modifications or substitutions thereof or
therefor, and all other associated loan and collateral documents including,
without limitation, all guaranties, pledge agreements, suretyship agreements,
security agreements, deeds of trust, mortgages, security deeds, subordination
agreements, exhibits, schedules, attachments, financing statements, notices,
consents, waivers, opinions, letters, reports, records, title certificates and
applications therefor, assignments, documents, instruments, information and
other writings related thereto, or furnished by any Obligor to Lender in
connection therewith or in connection with any of the Liabilities or the
Collateral.

GAAP shall mean
generally accepted accounting principles as set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and the statements and pronouncements of the
Financial Accounting Standards Board or such other statements by such other
entity as may be approved by a significant segment of the accounting profession
in the United States of America, and which are applicable to the circumstances
as of the date of the determination thereof.

Herein,
hereof, and hereunder and other words of similar import refer
to this Agreement as a whole and not to any particular article, paragraph,
section or other subdivision.

Hotel Property
or Hotel Properties shall mean those particular Suburban Lodge extended
stay hotels listed on Exhibit A, as more specifically described in the
Security Deeds, and shall also automatically include (i) the Chicago OHare
Property, (ii) any Substituted Property and (iii) any Additional Property, upon
satisfactory completion of the Hotel Property Pledge Requirements with respect
to the Chicago OHare Property, any Substituted Property and/or any Additional
Property, as applicable, in accordance with Section 410 of this Agreement.

Hotel Property Pledge
Requirements shall mean those requirements more specifically set forth in
Section 410 of this Agreement.

Increased
Costs shall have the meaning set forth in Section 205(a).

Initial
Advance shall mean the first (1st) Borrowing made on or after the date of
this Agreement.

Initial
Collateral Pool Debt Service Coverage Ratio shall mean, until the Term Loan
Amortization Date and with respect to the Collateral Pool, the Net Operating
Income divided by the debt service of the Term Loan ($10,000,000.00)(based upon
a 25 year amortization at an interest rate equal to the 5 Year Treasury Constant
plus 250 basis points), plus the Collateral Pool debt service, which
shall be computed upon the then existing amount available under the Line of
Credit Borrowing Base (based upon a 25 year amortization at an interest rate
equal to the 5 Year Treasury Constant plus 250 basis points).

Initial Interest Period
shall mean the period of time from the Closing Date until
the date coinciding with the date upon which the delivery of the first quarterly
financial statements of Borrower is due hereunder following the Closing Date.

Interest
Payment Date means (i) as to any Domestic Loan, the first day of each
month, and (ii) as to any Eurodollar Loan, the last day of the applicable LIBOR
Interest Period.

Interest Period means a
LIBOR Interest Period or a Base Interest Period, and:

| | (a)        
      with respect to any Eurodollar Loan, the period commencing on the
      borrowing date of such Eurodollar Loan or the date a Domestic Loan is
      converted into such Eurodollar Loan or the last day of the prior Interest
      Period for such Eurodollar Loan, as the case may be, and ending on the day
      thirty (30), sixty (60), ninety (90), one hundred twenty (120) or one
      hundred eighty (180) days thereafter, as selected by Borrower pursuant to
      Section 201; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b)     
         as to either a LIBOR Interest Period or Base Interest Period,                                                                                                                                                                                                                                                                                                                                                                                                                                    

|(i)  | any
      Interest Period which would otherwise end on a day which is not a Business
      Day shall end on the next succeeding Business Day; and                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii) | no
      Interest Period shall extend beyond the Line of Credit Commitment
      Expiration Date or the Term Loan Commitment Expiration Date, as
      applicable.

Lender shall
have the meaning given that term in the preamble to this Agreement, and such
term also shall include Lenders successors and assigns.

Liabilities
means all indebtedness, liabilities, and obligations of Borrower of any nature
whatsoever which Lender may now or hereafter have, own or hold, and which are
now or hereafter owing to Lender regardless of however and whenever created,
arising or evidenced, whether now, heretofore or hereafter incurred, whether
now, heretofore or hereafter due and payable, whether alone or together with
another or others, whether direct or indirect, primary or secondary, absolute or
contingent, or joint or several, and whether as principal, maker, endorser,
guarantor, surety or otherwise, and also regardless of whether such Liabilities
are from time to time reduced and thereafter increased or entirely extinguished
and thereafter reincurred including, without limitation all such indebtedness,
liabilities or obligations which may now or hereafter arise under any of the
Notes or on account of any of the Loans.

LIBOR shall mean
for any LIBOR Interest Period, the London Interbank Offered Rate for deposits
in Dollars in the London Interbank Market for a period comparable to the LIBOR
Interest Periods (rounded upwards, if necessary, to the next higher 1/100 of
1%), as such rate fluctuates, adjusted from time to time in Lenders reasonable
discretion for then applicable reserve requirements (if any), as determined by
Lender at 10:00 a.m. (London time) from Telerate Page 3750, on the day that is
two (2) Business Days prior to the first day of each month (or successor page);
provided, however, that if more than one rate is specified on such page, the
applicable rate shall be the arithmetic mean of all such rates, and provided
further that, if no such rate appears on such page, the LIBOR will be the
arithmetic average (rounded upwards, if necessary, to the next higher
1/100th of 1%) of the rates quoted by not less than two major banks
in New York City, selected by Lenders at 10:00 a.m. New York City time, two (2)
Business Days prior to the first (1st) calendar day of each month,
for deposits in dollars offered by leading European banks for one (1) month (or
comparable) period.

LIBOR Interest
Period shall mean a period of time during which a Loan shall accrue
interest at the LIBOR Plus Rate pursuant to Section 201 hereof; provided,
however, that no LIBOR Interest Period shall be for less than thirty (30) days
or for more than one hundred eighty (180) days.

LIBOR Plus Rate
shall mean in the case of the Eurodollar Loans, the Adjusted LIBOR Rate, plus
the Applicable Libor Addition.

Lien shall mean
any mortgage, pledge, security interest, security title, encumbrance, lien or
charge of any kind.

Line of Credit
Borrowing Base shall mean an amount not to exceed the lesser of the
following, less the then outstanding principal balance on the Term Loan (not to
exceed $15,000,000):

(i)     the amount
necessary  to produce an  aggregate  (a) Initial  Collateral  Pool Debt  Service
Coverage  Ratio of at least 1.65 : 1.00 on the Hotel  Properties  located in the
Collateral  Pool if measured  prior to the Term Loan  Amortization  Date, or (b)
Permenant  Collateral Pool Debt Service  CoFverage Ratio of at least 1.65 : 1.00
on the Hotel Properties located in the Collateral Pool if measured subsequent to
the Term Loan  Amortization  Date,  and, in either  event,  based upon a rolling
twelve (12) month basis commencing with September 30, 2000;

(ii)     sixty-five percent (65%) of the aggregate appraised
value of the Hotel Properties located in the Collateral Pool at Stabilized
Occupancy, based upon a rolling twelve (12) month basis commencing with
September 30, 2000; or

(iii)  
   $25,000,000.00.

Notwithstanding anything
herein to the contrary, the Collateral Pool shall not include the Chicago OHare
Property, any Additional Property or any Substituted Property for purposes of
the Line of Credit Borrowing Base unless and until the Hotel Property Pledge
Requirements have been fully and completely satisfied in Lenders sole
reasonable discretion.

Line of Credit
Commitment shall have the meaning given such term in Section 201(A) of this
Agreement.

Line of Credit
Commitment Expiration Date shall mean September 30, 2003.

Line of Credit
Note shall mean that certain Line of Credit Note dated of even date hereof,
made by Borrower to the order of Lender in the original principal amount of
Fifteen Million and No/100 Dollars ($15,000,000.00), and any and all extensions,
renewals, modifications or replacements thereof.

Line of Credit
Loans shall mean any and all Loans made by Lender to Borrower pursuant to
Section 201(A) of this Agreement.

Loan shall,
individually mean the Line of Credit Loan or the Term Loan, as the context may
infer, and Loans, shall collectively mean both the Line of Credit Loans
and the Term Loans.

Net Operating
Income shall mean, for any particular period, net income plus income taxes,
plus depreciation and amortization.

Note shall,
individually, mean either the Line of Credit Note or the Term Note as the
context may infer, and Notes, shall collectively mean the Line of
Credit Note and the Term Note.

Notice of
Borrowing shall have the meaning set forth in Section 202(d) hereof.

Obligors means
any and all Persons now or hereafter liable, whether primarily, secondarily or
contingently, on any of the Liabilities including, and any other endorser,
guarantor or surety, and each such Persons heirs, legal representatives,
successors and assigns.

Permanent Collateral
Pool Debt Service Coverage Ratio shall mean, during all times subsequent to
the Initial Collateral Pool Debt Service Coverage Ratio and with respect to the
Collateral Pool, the Net Operating Income divided by the actual debt service on
the Term Loan (based upon actual principal plus interest payments thereunder),
plus the Collateral Pool debt service, which shall be computed upon the
then existing amount available under the Line of Credit Borrowing Base (based
upon a 25 year amortization at an interest rate equal to the 5 Year Treasury
Constant plus 250 basis points).

Person means any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

Prepayment
Premium has the meaning set forth in Section 204(e) hereof.

Property shall
mean any interest in any kind of property or asset of any Person, whether real,
personal, mixed or tangible or Intangible.

Quarter(s) shall
mean the three (3) month complete periods of time ending as of the last day of
March, June, September and December of each year; or Borrowers applicable
fiscal quarters should Borrower change its fiscal year with Lenders consent.

Regulation D
shall mean Regulation D of the Board of Governors of the Federal Reserve System
from time to time in effect and shall include any successor or other regulation
of said Board of Governors relating to reserve requirements applicable to member
lenders of the Federal Reserve System.

Regulation K
shall mean Regulation K of the Board of Governors of the Federal Reserve System
from time to time in effect and shall include any successor or other regulation
of said Board of Governors relating to reserve requirements applicable to member
lenders of the Federal Reserve System.

Regulatory
Change shall mean any change after the date hereof in foreign, United
States federal or state laws or regulations or the adoption or making after such
date of any interpretations, directives or requests applying to Lenders or under
any foreign, United States federal or state laws or regulations (whether or not
having the force of law) by any court or governmental authority charged with the
interpretation or administration thereof, excluding any change the effect of
which is reflected in a change in the Adjusted LIBOR Rate.

Security Deeds
shall mean the various deeds of trust, mortgages or similar instruments securing
and relating to the Hotel Properties in the Collateral Pool, regardless of the
date of execution of the same.

Stabilized
Occupancy shall mean open for business for at least six (6) months, with no
less than seventy percent (70%) average occupancy during the most recent six (6)
months.

Subsidiary means
any corporation more than 25% of whose shares of stock having general voting
power under ordinary circumstances to elect a majority of the board of
directors, managers or trustees of such corporation (irrespective of whether or
not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency) is owned or
controlled directly or indirectly by Borrower.

Substituted
Property shall have the meaning set forth in Section 206 hereof.

Suburban shall mean Suburban Lodges of America, Inc., a Georgia
corporation.

Suburban Construction shall mean Suburban Construction,
Inc., a Georgia corporation.

Suburban Debt Service
Coverage Ratio shall mean, as of any particular date and with respect to
Suburban, net income after taxes, plus depreciation, plus amortization, plus
interest, less dividends, divided by current maturities of all long-term
debt payments, excluding any principal amounts due under this Agreement, plus
interest.

Suburban Holdings shall mean Suburban Holdings, L.P., a
Georgia limited partnership. Suburban Management shall mean
Suburban Management, Inc., a Georgia corporation.

Tangible Net
Worth shall mean, as of any particular date and with respect to any
particular person, the total of all items and categories of property of such
entity, which, in accordance with generally accepted accounting principles in
the United States, would be included in determining total assets as shown on the
assets side of such entitys balance sheet at the date as of which such total
assets are determined (excluding any value for receivables owing by officers,
directors, employees or affiliates of such entity, and any value for intangible
assets, including, without limitation, good will, trademarks, patents,
copyrights, going concern value, organization expense and other similar items),
plus any LIFO reserve, if applicable, less the total of all items and categories
of indebtedness, obligations and liabilities of such entity which, in accordance
with generally accepted accounting principles in the United States, would be
included in determining total liabilities as shown on the liabilities side of
such entitys balance sheet at the date as of which such total liabilities are
to be determined, but excluding the indebtedness of such entity, if any, payment
of which has been subordinated to the payment in full of the Obligations
pursuant to a written instrument in form and substance satisfactory to Bank.

Term Loan Amortization Date
 shall mean September 30, 2001.

Term Loan
Commitment" shall have the meaning given such term in Section 201(B) of this
Agreement.

Term Loan Commitment Expiration Date shall mean
September 30, 2001.

Term Loans shall
mean those certain non-revolving draw-down term loans in the aggregate principal
amount of up to Ten Million and No/100 Dollars ($10,000,000.00), evidenced by
the Term Note.

Term Loan Maturity Date shall mean September 30,
2008.

Term Loan Principal
Payment Date shall mean the first (1st) day of each month,
beginning on October 1, 2001.

Term Note shall
mean that certain Non-Revolving Draw-Down Term Note executed by Borrower in
favor of Lender of even date hereof in the original principal amount of up to
Ten Million and No/100 Dollars ($10,000,000.00), and any extensions, renewals,
modifications or replacements thereof.

Treasury Rate
shall mean the rate applicable from time to time on United States Treasury
securities having a constant maturity of five (5) years.

Unused Line of Credit
Fee shall mean an unused line of credit fee, payable quarterly, equal to
 .25% of the unused principal amount of the Line of Credit, measured annually.

SECTION    102.     
Accounting   Terms.     All
accounting   terms   not   otherwise    defined   herein   have   the   meanings
assigned to them in accordance with GAAP.

SECTION 103.     
Titles.     The titles of the Articles and Sections hereof appear as a matter of convenience
only and shall not affect the interpretation hereof.

SECTION       104.     Number       and
Gender.       Words  importing the singular  number
hereunder  shall include the plural number and vice versa,  and any pronoun used
herein shall be deemed to cover all genders.

## ARTICLE II -
THE LOANS

SECTION 201(A).     
Line of Credit.    (a)   Subject to the terms and conditions of this Agreement, Lender
hereby agrees, from time to time upon request by Borrower, to make Line of
Credit Loans to Borrower from time to time prior to the Line of Credit
Commitment Expiration Date in amounts not to exceed $15,000,000.00 in aggregate
outstanding principal amount at any one time (the Line of Credit Loan
Commitment). Borrower shall not be entitled to request, and Lender shall
not be obliged to make, any Line of Credit Loan on or after the Line of Credit
Commitment Expiration Date or if a Default or Event of Default is then
outstanding under this Agreement. Subject to the terms and conditions hereof,
Borrower, at its option, from time to time may borrow, repay and reborrow all or
any portion of the Line of Credit Loan Commitment then in effect hereunder.
Notwithstanding anything in this Agreement to the contrary, Lender shall not be
obligated hereunder to make any Line of Credit Loan if the sum of the aggregate
principal balance of the Line of Credit Loans then outstanding exceeds with the
making of such Line of Credit Loan, the Line of Credit Borrowing Base then in
effect, but insofar as Borrower may request and Lender may be willing in its
discretion to make a Line of Credit Loan to Borrower at a time when the unpaid
principal balance of the Line of Credit Loans exceeds, or would exceed with the
making of such Loan, the limit set forth above, any and all such overadvances
shall be evidenced by the Line of Credit Note, shall constitute Line of Credit
Loans for all purposes of this Agreement and the other Financing Documents, and
shall be repayable by Borrower upon demand by Lender.

(b)      The Line of Credit
Loans made by Lender to Borrower shall be evidenced by the Line of Credit Note
executed by Borrower in favor of Lender. Interest on the Line of Credit Loans
will accrue at the Applicable Rate and the principal and interest on the Line of
Credit Loans will be payable in the manner prescribed in Section 202 of this
Agreement. The Line of Credit Loan Commitment shall terminate on the Line of
Credit Commitment Expiration Date, on which date all outstanding Line of Credit
Loans, plus accrued interest thereon, shall be due and payable in full, or
sooner should the principal and accrued interest thereon be declared immediately
due and payable as provided for hereinafter.

(c)     The proceeds of the
Line of Credit Loans will be used to finance the working capital needs and other
general corporate purposes of the Borrower including the acquisition and
development (or rehabilitation, as applicable) of new and/or existing extended
stay hotel facilities.

(d)     Notwithstanding
anything herein to the contrary, the entire aggregate unpaid principal balance
of the Line of Credit Loans together with all accrued but unpaid interest
therein shall be due and payable in full on the Line of Credit Commitment
Expiration Date.

(e)     The Borrower may
incur Line of Credit Loans by the Borrower giving Lender written or telephonic
notice (promptly confirmed in writing) of any requested Line of Credit Loan (a
Notice of Borrowing) specifying (i) the amount of the Line of Credit Loan,
(ii) the date the proposed Line of Credit Loan is to be made (which shall be a
Business Day), (iii) that the Line of Credit Loan to be made is to be under the
Line of Credit Commitment, (iv) the Interest Period selected by Borrower for
such Line of Credit Loan, and (v) whether the Line of Credit Loan is to be a
Domestic Loan or a Eurodollar Loan. Each Notice of Borrowing shall be given to
the Lender not later than (i) 11:00 A.M. (Eastern Time) on the day of such
requested Line of Credit Loan for Domestic Loans, and (ii) 11:00 A.M. (Eastern
Time) three (3) Business Days prior to the day upon which the Line of Credit
Loan is requested by Borrower to be funded for Eurodollar Loans. The Lender
shall be entitled to rely on any telephonic notice of Borrowing which it
believes in good faith to have been given by a duly authorized employee of the
Borrower and any Line of Credit Loan made by the Lender based on such telephonic
notice shall, when wired by the Lender to the Borrowers account at the Lender,
be a Line of Credit Loan, as specified in such Notice of Borrowing, for all
purposes hereunder.

SECTION 201(B).     Term
Loan.     (a)  Subject to the terms and conditions of this Agreement, Lender
hereby agrees, from time to time upon request by Borrower, to make Term Loans to
Borrower from time to time prior to the Term Loan Commitment Expiration Date in
amounts not to exceed $10,000,000.00 in aggregate outstanding principal amount
at any one time (the Term Loan Commitment). Borrower shall not be
entitled to request, and Lender shall not be obliged to make, any Term Loan on
or after the Term Loan Commitment Expiration Date or if a Default or Event of
Default is then outstanding under this Agreement. The Term Loan Commitment is
non-revolving in nature and, as such, Borrower may not borrow, repay and
reborrow all or any portion of the Term Loan Commitment then in effect
hereunder. Notwithstanding anything in this Agreement to the contrary, Lender
shall not be obligated hereunder to make any Term Loan if the sum of the
aggregate principal balance of the Term Loans then outstanding exceeds with the
making of such Term Loan, the Term Loan Commitment.

(b)     The Term Loans made
by Lender to Borrower shall be evidenced by the Term Loan Note executed by
Borrower in favor of Lender. Interest on the Term Loans will accrue at the
Applicable Rate and the principal and interest on the Term Loans will be payable
in the manner prescribed in Section 202 of this Agreement. The Term Loan
Commitment shall terminate on the Term Loan Commitment Expiration Date, on which
date all outstanding Term Loans, plus accrued interest thereon, shall be
converted into an amortizing term loan (as more specifically set forth in
Section 202, below), and subsequent Term Loans shall not be permitted.

(c)     The proceeds of the
Term Loans will be used to finance the working capital needs and other general
corporate purposes of the Borrower including the acquisition and development (or
rehabilitation, as applicable) of new and/or existing extended stay hotel
facilities.

(d)     Notwithstanding
anything herein to the contrary, the entire aggregate unpaid principal balance
of the Term Loans together with all accrued but unpaid interest therein shall be
due and payable in full on the Term Loan Maturity Date.

SECTION 202.     
Interest, Fees and Reductions in Commitment.

(a)     Subject to Section
202(e), interest shall accrue on the unpaid principal amount of each Loan and on
the outstanding principal amount of the Loans as follows:

(i)     
Domestic Loans.     The unpaid principal amount of each Domestic Loan shall bear
interest at a rate per annum equal to the Base Rate in effect
from time to time during a Base Interest Period. Accrued interest on each
Domestic Loan shall be payable on each Interest Payment Date and at maturity.

(ii)   
  Eurodollar Loans.     The unpaid principal amount of each Eurodollar Loan shall
bear interest at the LIBOR Plus Rate applicable to each such
Eurodollar Loan in effect for each LIBOR Interest Period. Accrued interest on
each Eurodollar Loan shall be payable on each Interest Payment Date and at
maturity.

In the absence of a
proper or authorized selection of an Applicable Rate and/or Interest Period by
Borrower as to a Loan or Loans, such Loan or Loans shall be considered Domestic
Loan(s) and interest shall accrue on such Loan or Loans at the Base Rate.
Interest on the Loans shall be payable on each Interest Payment Date until (i)
with respect to the Line of Credit, the Line of Credit Commitment Expiration
Date, and (ii) with respect to the Term Loan, the Term Loan Maturity Date, on
which date all principal and interest owing under the Line of Credit and the
Term Loan, respectively, shall be paid in full.

Principal payments on the
Term Loan shall be due and payable on each Term Loan Principal Payment Date
until the Term Loan Maturity Date, on which date all principal and interest
owing under the Term Loan shall be paid in full. There will be eighty-four (84)
consecutive, equal monthly principal payments under the Term Loan. The amount of
each principal payment on the Term Loan shall be computed on the basis of a
twenty (20) year amortization of the outstanding principal balance of the Term
Loan on the Term Loan Amortization Date. Lender shall give Borrower notice of
the amount of said Term Loan principal payment no later than ten (10) days prior
to the initial Term Loan Principal Payment Date.

(b)     Interest payable on
the Notes shall be calculated on the basis of a year of (i) 365 days for all
Domestic Loans, and (ii) 360 days for all Eurodollar Loans and for any and all
fees due and owing by Borrower hereunder, and shall be payable for the actual
number of days elapsed. If the date for any payment of principal is extended
(whether by operation of this Agreement, any provision of law or otherwise)
interest shall be payable for such extended time at the rates provided herein.
Any change in the rate of interest resulting from a change in the Base Rate
shall be effective as of the opening of business of the Lender on the day of
such change.

(c)     Loans may be prepaid
in whole or in part at any time without the payment of any penalty, premium, or
unearned interest. Notwithstanding anything herein to the contrary, with the
sole exception of Lenders prepayment of the Loans with the proceeds of any
condemnation or insurance proceeds, in the case of prepayments of any Eurodollar
Loan, during any LIBOR Interest Period, Borrower shall have the right to make
prepayments on such Eurodollar Loan, only upon payment to Lender of such
additional amounts (herein the Prepayment Premium) as Lender, in its sole
discretion reasonably exercised, shall determine necessary to compensate Lender
for any and all actual losses, costs and expenses (including, without
limitation, any loss of yield to Lender due to a change in interest rates),
which Lender incurs as a result of such partial or full prepayment. THE
PREPAYMENT PREMIUM SHALL BE CONSIDERATION PAYABLE TO LENDER FOR MAKING AVAILABLE
TO BORROWER THE OPTION OF SELECTING AN APPLICABLE RATE BASED ON LIBOR WITH
RESPECT TO EURODOLLAR LOANS. IT IS HEREBY AGREED THAT ANY PREPAYMENT OF, OR
REPRESENTING, ALL OR ANY PORTION OF THE PRINCIPAL BALANCE OF THE EURODOOLAR
LOANS, FOR ANY REASON, ANY ACCELERATION OF ANY NOTES AS A RESULT OF A DEFAULT
HEREUNDER, ANY SALE OF SUCH NOTE AFTER ACCELERATION HEREOF OR DURING THE
CONTINUANCE OF A DEFAULT HEREUNDER, OR ANY OTHER REQUIREMENT OF THE NOTES OR THE
OTHER FINANCING DOCUMENTS, SHALL BE DEEMED A PREPAYMENT AND A PREPAYMENT PREMIUM
CALCULATED BY LENDER SHALL BE PAYABLE WITH RESPECT THERETO. ANY PARTIAL
PREPAYMENT OF THE PRINCIPAL BALANCE OF SUCH NOTE EXCEPT DURING THE EXISTENCE OF
A DEFAULT OR AFTER MATURITY HEREOF WHETHER BY ACCELERATION OR OTHERWISE, SHALL
BE APPLIED IN THE ORDER DIRECTED BY BORROWER; PROVIDED, HOWEVER, THAT IN THE
EVENT THAT BORROWER FAILS TO DIRECT THE ORDER OF SUCH APPLICATION OR IN THE
EVENT OF ANY SUCH DEFAULT OR MATURITY, SUCH PARTIAL PREPAYMENT SHALL BE APPLIED
IN THE ORDER SELECTED BY LENDER. LENDER SHALL DELIVER TO BORROWER A STATEMENT
SETTING FORTH THE AMOUNT AND BASIS OF DETERMINATION OF SUCH PREPAYMENT PREMIUM,
IT BEING AGREED THAT (A) LENDER SHALL NOT BE REQUIRED TO HAVE ACTUALLY OBTAINED
FUNDS IN THE EURO-DOLLAR INTER-BANK MARKET OR IN ANY OTHER MARKET OR TO HAVE
ACTUALLY REINVESTED THE PREPAID PRINCIPAL BALANCE IN ANY SUCH MARKET, AND (B)
SUCH STATEMENT SHALL BE BINDING UPON BORROWER FOR ALL PURPOSES, ABSENT MANIFEST
ERROR. BORROWER SHALL, UPON RECEIPT OF SUCH STATEMENT AND CONTEMPORANEOUSLY WITH
ANY SUCH PREPAYMENT OF THE PRINCIPAL BALANCE OF ANY EURODOLLAR LOAN, PROMPTLY
REMIT TO LENDER THE PREPAYMENT PREMIUM, IF ANY, DUE IN CONNECTION THEREWITH, AS
CALCULATED PURSUANT TO THE PROVISIONS HEREOF. LENDER SHALL NOT BE OBLIGATED TO
ACCEPT ANY PREPAYMENT OF THE PRINCIPAL BALANCE OF ANY EURODOLLAR LOAN UNLESS IT
IS ACCOMPANIED BY THE PREPAYMENT PREMIUM, IF ANY, DUE IN CONNECTION THEREWITH,
BUT NO SUCH EXCEPTIONS OF ANY PREPAYMENT WITHOUT THE PREPAYMENT PREMIUM SHALL BE
DEEMED A WAIVER OF THE OBLIGATION OF BORROWER TO PAY SUCH PREPAYMENT PREMIUM.
BORROWER EXPRESSLY WAIVES ANY RIGHT TO PREPAY ANY PRINCIPAL ON ANY EURODOLLAR
LOAN EXCEPT ON THE EXPRESS TERMS OF THIS SECTION. BORROWER ACKNOWLEDGES AND
AGREES THAT SUCH PREPAYMENT PREMIUM IS NOT A PENALTY AND DOES NOT CONSTITUTE
LIQUIDATED DAMAGES, BUT IS A MATERIAL PART OF THE CONSIDERATION GIVEN BY
BORROWER IN CONNECTION WITH THE LOANS CONTEMPLATED BY THE AGREEMENT, AND IS
INTENDED NOT ONLY TO PROTECT LENDER AGAINST LOSS OF INTEREST WHICH COULD
OTHERWISE HAVE BEEN EARNED AND LOSSES AND EXPENSES ASSOCIATED WITH RELENDING THE
AMOUNT PREPAID, BUT IS ALSO INTENDED TO COMPENSATE LENDERS FOR ADMINISTRATIVE
ATTENTION AND CONCERNS RELATING TO PREPAYMENTS HEREUNDER AND RELATING GENERALLY
TO THE EURODOLLAR LOANS.

(d)     Funding
Losses.   Borrower will indemnify the Lender upon demand against any loss or
expense which the Lender may sustain or incur, including, without limitation,
any loss or expense sustained or incurred in obtaining, liquidating, or
employing deposits or other funds acquired to effect, fund or maintain any Loan,
borrowed by them, but excluding any loss of anticipated profits, as a
consequence of (i) any failure of whichever of Borrower thereof to make any
payment when due of any amount due hereunder or under the Notes, (ii) any
failure of Borrower thereof to borrow, continue or convert a Loan borrowed by it
on a date specified therefor in a notice thereof, or (iii) any payment or
conversion of any Eurodollar Loan borrowed by them on a date other than the last
day of the Interest Period for such Loan.

(e)     Notwithstanding the
foregoing, interest shall accrue on the outstanding principal balance of the
Loans from the date of any Default or Event of Default hereunder and for so long
as such Default or Event of Default continues, regardless of whether or not
there has been an acceleration of the indebtedness evidenced by the Notes, at
the rate per annum that is two percentage points (2%) in excess of the interest
rate that would have accrued hereunder had such Default or Event of Default not
occurred, which amount shall be compounded on a monthly basis until such Default
or Event of Default has been cured. All such interest shall be paid at the time
of and as a condition precedent to the curing of any such Default or Event of
Default.

(f)     Borrower hereby
agrees to pay immediately, upon demand by Lender, a late charge equal to five
percent (5%) of any payment due hereunder if such payment is not made on or
before the tenth (10th) day following the due date applicable to such payment.

(g)     Borrower shall pay to
Lender the following fees: (i) on the Closing Date, the outstanding unpaid
amount ($41,000.00) of the Commitment Fee, and (ii) with respect to the Line of
Credit only, on the first (1st) day of each Quarter, the Unused Line
of Credit Fee, in arrears, for the preceding Quarter.

SECTION 203.     
Continuation and/or Conversion of Loans.  Borrower may elect to (i)
continue any outstanding Eurodollar Loan borrowed by it from the current
Interest Period for such Loan into a subsequent LIBOR Interest Period to begin
on the last day of such current LIBOR Interest Period, or (ii) convert any
outstanding Domestic Loan borrowed by it into a Eurodollar Loan or (iii) convert
any outstanding Eurodollar Loan borrowed by it into a Loan of another type on
the last day of the current Interest Period for such Eurodollar Loan, by giving
the Lender the Notice of Borrowing required under Section 201 (as if such
continuation or conversion were an original Borrowing). Each such Notice shall
specify (a) the effective date of continuation or conversion (which shall be a
Business Day), (b) the type of Loan that is to be continued or as converted into
and the amount of such Loan and (c) the Interest Period for such Loan, if
applicable. Absent timely notice of continuation or conversion, each Eurodollar
Loan shall automatically convert into a Domestic Loan on the last day of the
current Interest Period for such Loan unless paid in full on such last day. No
Loan shall be converted into a Eurodollar Loan and no Eurodollar Loan shall be
continued (x) at any time that an Event of Default or an unmatured Event of
Default shall exist, or (y) less than thirty (30) days before the Line of Credit
Commitment Expiration Date or the Term Loan Maturity Date, as applicable.
Borrower shall promptly confirm any telephonic notice of continuation or
conversion in writing.

SECTION 204.     
Termination.  The unpaid principal balance and all accrued and unpaid
interest on the Notes will be due and payable upon the first of the following
dates or events to occur: (i) acceleration of the maturity of the Note in
accordance with the remedies contained in Section 801 of this Agreement; (ii)
with respect to the Line of Credit Commitment Expiration Date, the Line of
Credit Commitment Expiration Date, or (iii) with respect to the Term Loan, the
Term Loan Maturity Date.

SECTION 205.     
Special Provisions Regarding LIBOR Rate.

(a)     If, as a result of
any Regulatory Change (i) the basis of taxation of payments to Lender of any
interest accruing during any LIBOR Interest Period or any other amounts payable
hereunder in respect thereof (other than taxes imposed on the overall net income
of Lender by the United States of America, any State of the United States or any
subdivision thereof); is changed, (ii) any reserve, special deposit or similar
requirements (including but not limited to, state law requirements and
Regulations D and K) relating to any extensions of credit or other assets of, or
any deposits with or other liabilities of Lender is imposed, modified or deemed
applicable; or (iii) any other condition affecting the application of LIBOR, the
Loans evidenced hereby or the interest payable hereunder is imposed on Lender,
or on the London Interbank Market, and Lender reasonably determines that, by
reason thereof, Lender will incur increased costs, or if, as a result of any
Regulatory Change, Lender incurs increased costs measured by the excess above a
base level of (1) a category of liabilities which includes deposits by reference
to which LIBOR is determined or (2) a category of assets which includes loans
which bear interest at a rate determined in part by reference to the LIBOR Rate
(each such category herein a Defined Category), then Borrower shall pay to
Lender upon demand (which demand shall be accompanied by a statement setting
forth the basis for the calculation) such additional amount as will compensate
Lender for such increased costs (herein Increased Costs) with respect to Loans
outstanding during Interest Periods commencing after the date on which Borrower
receive demand for such payment from Lender.

(b)     Lender shall promptly
notify Borrower of any Regulatory Change which effects Increased Costs whereupon
Borrower shall have the option of converting the rate of interest being paid
during the LIBOR Interest Period from the LIBOR Plus Rate to the Base Rate by
notifying Lender of its election to do so in writing which notice shall be
effective three (3) Business Days following receipt of such notification from
Borrower. This option to convert to the Base Rate shall be subject to Borrowers
obligation to compensate Lender in accordance with the provisions of Section
202(e) of this Agreement for losses sustained and costs and expenses incurred as
a result of such conversion. Borrower shall have the right to convert the rate
of interest payable during a LIBOR Interest Period from the Base Rate back to a
LIBOR Plus Rate at any time (provided such rate is otherwise available pursuant
to the terms and conditions hereof) by giving Lender reasonable advanced written
notice of such election, as well as the date such conversion is to become
effective.

(c)     If by reason of any
Regulatory Change (i) Lender becomes restricted in the amount of a Defined
Category which it may hold or (ii) it shall be unlawful or impossible for Lender
to maintain the Loans bearing interest at the LIBOR Plus Rate, Lender shall give
notice thereof to Borrower stating the reasons therefor, and upon the giving of
such notice, interest at the LIBOR Plus Rate shall be payable at the Base Rate
unless Lender may lawfully continue to maintain the Loan to the end of the
current Interest Period, at which time the LIBOR Plus Rate shall convert to the
Base Rate. If at any time subsequent to the giving of such notice by Lender,
Lender determines that because of a change in circumstances the LIBOR Plus Rate
is again available to Borrower, Lender will so advise Borrower and Borrower may
convert the rate of interest payable from the Base Rate to the LIBOR Plus Rate
by giving Lender reasonable advance written notice of its election to do so, as
well as the date such conversion is to become effective. Determinations by
Lender under the Note as to the effect of any Regulatory Change shall be
conclusive provided such determinations are made in good faith.

(d)     If Lender shall have
determined in good faith (which determination shall be conclusive and binding on
Borrower) that by reason of circumstances affecting the London Interbank Market,
adequate and reasonable means do not exist for (i) ascertaining the LIBOR Plus
Rate applicable to any Interest Period or (ii) obtaining U.S. Dollars in an
amount equal to the principal balances hereof of the Notes for the applicable
Interest Period (if Lender in its sole discretion determines that the obtaining
of such funds is necessary and then only after Lender has used its best efforts
to obtain such funds), Lender shall notify Borrower of such determination. If
such notice is given by Lender, Lender shall have no obligation to apply the
LIBOR Plus Rate until such notice is withdrawn and the Base Rate shall be the
Applicable Rate.

(e)     If in the exclusive
good faith judgment of Lender (i) the relevant office of Lender is not for any
reason whatsoever quoting rates for the offering of dollars for deposit in
immediately available funds for a period and in an amount comparable to the
computation of the rate of interest for such LIBOR Interest Period or (ii) the
LIBOR Plus Rate will not adequately and fairly reflect the cost to the Lender of
maintaining the Loans (or any portion thereof) for any Interest Period, then
Lender shall give Borrower prompt notice thereof stating the reasons therefor
and, following the then current Interest Period, the Loans shall bear interest
at the Base Rate. Lender shall advise Borrower of a change in circumstances
resulting in the LIBOR Plus Rate again being available to Borrower and Borrower
may convert the rate of interest payable on the Loan from the Base Rate to the
LIBOR Plus Rate by giving Lender reasonable advance written notice of its
election to do so, as well as the date such conversion is to become effective,
and the LIBOR Plus Rate shall apply thereafter until the termination of the
Interest Period.

(f)     Should the rate of
interest under the Loan be converted from the LIBOR Plus Rate to the Base Rate
prior to the end of any relevant Interest Period (which request shall be
accompanied by a statement setting forth the basis for calculation) in
accordance with this Section, Borrower shall pay to Lender, immediately upon
request by Lender, such amounts as shall compensate Lender for any losses
sustained or costs or expenses incurred by Lender as a result of such
conversion, as determined by Lender in its sole discretion, which determination
shall be conclusive provided such determination is made in good faith, absent
manifest error.

SECTION 206.     
Collateral.  The Liabilities are secured pursuant to the Security Deeds
relating to the Collateral Pool and the other Financing Documents and which have
been or shall be duly executed and delivered by Borrower in favor of Lender (as
applicable), and Borrower also shall execute or deliver any and all financing
statements, fixture filings, assignments of room rents and room deposits, and
other such documents as Lender may from time to time reasonably request in order
to perfect or maintain the perfection of Lenders first priority lien rights
thereunder. With respect to the room rents and room deposits of the Hotel
Properties in the Collateral Pool, Borrower hereby grants, gives and assigns to
Lender a security interest in, and the rights to, said room rents and room
deposits. With regard to all Hotel Properties, Borrower also shall deliver or
cause to be delivered to the Lender, at Borrowers expense, lender title
insurance policies issued by a title insurance company satisfactory to the
Lender and insuring the Lenders Liens under the Security Deeds, which policies
shall be in form, substance and amount reasonably satisfactory to the Lender and
issued by an insurer reasonably satisfactory to Lender. Notwithstanding anything
herein to the contrary, so long as Borrower is in full compliance with the
Financial Covenants more specifically set forth in Section 507 of this
Agreement, Borrower, upon obtaining Lenders prior written consent (which
consent shall not be unreasonably withheld), and upon Borrowers completion of
the Hotel Property Pledge Requirements, Borrower shall be permitted to (i) add
new Suburban Lodge extended stay hotel properties to the Hotel Properties in the
Collateral Pool (an Additional Property), and (ii) substitute new Suburban
Lodge extended stay hotel properties for the existing Hotel Properties in the
Collateral Pool (a Substituted Property). Lender shall not require an
appraisal on a Substituted Property so long as the following conditions are met
to Lenders reasonable satisfaction:

(a)     the aggregate
appraised value of the remaining Hotel Properties in the Collateral Pool provide
no less than a sixty-five percent (65%) loan-to-value; and

(b)     the aggregate Net
Operating Income is sufficient to maintain (i) until the Term Loan Amortization
Date, an aggregate Initial Collateral Pool Debt Service Coverage Ratio of 1.65 :
1.00 on the Collateral Pool, inclusive of the Substituted Property, and (ii)
subsequent to the Term Loan Amortization Date, an aggregate Permenant Collateral
Pool Debt Service Coverage Ratio of 1.65 : 1.00 on the Collateral Pool,
inclusive of the Substituted Property.

Each proposed Substituted
Property for which an appraisal is not required in accordance with this Section,
shall be subject to an eleven percent (11%) capitalization rate for purposes of
the Line of Credit Borrowing Base.

Notwithstanding anything
herein to the contrary, in the event that the aggregate Net Operating Income of
the Hotel Properties in the Collateral Pool drops below the required margins set
forth in Section 507, Borrower shall be required to substitute and/or pledge
additional Suburban Lodge extended stay hotel properties to the Collateral Pool
in order to comply with the Financial Covenants set forth in Section 507.

Notwithstanding anything
herein to the contrary, Lender acknowledges and agrees that it shall release, by
quitclaim deed or other appropriate means, its interest in that particular
outparcel located on the San Antonio, Texas Hotel Property, which outparcel is
more particularly described in Schedule 207 attached hereto, upon Borrowers
delivery to Lender of satisfactory written evidence that said outparcel has been
sold to a third party.

Notwithstanding anything
herein to the contrary, Borrower, on or prior to the Chicago OHare Property
Pledge Date, satisfy the Hotel Property Pledge Requirements with respect to the
pledge of the Chicago OHare Property as collateral for the Loans and the
inclusion of the Chicago OHare Property as a Hotel Property in the Collateral
Pool.

On the Line of Credit
Commitment Expiration Date, and in the event that (a) Lender does not agree to
extend or renew the Line of Credit Commitment Expiration Date, and (b) no Event
of Default exists hereunder, Lender shall release from the Collateral Pool the
number of Hotel Properties necessary to maintain, subsequent to said release of
the Hotel Properties, an aggregate appraised value of the remaining Hotel
Properties in the Collateral Pool of no less than a sixty-five percent (65%)
loan-to-value, such measurement to be based upon the then outstanding principal
balance of the Term Loans. Lenders obligations to release Hotel Properties
pursuant to this paragraph is expressly subject to Lenders right to require
Borrower, prior to the release of said Hotel Properties, to provide Lender (at
Borrowers sole cost and expense) then current appraisals of each of the Hotel
Properties proposed by Borrower to remain in the Collateral Pool after the
release of the other Hotel Properties.

SECTION 207.     Loan Accounts and
Other Loan Matters.     (a) All advances of Loans under this Agreement
shall constitute part of a single loan transaction between Borrower and Lender.

(b)     Whenever any payment
to be made hereunder or under any of the Notes or other Financing Documents
shall be stated to be due on a day which is not a Business Day of Lender, the
due date thereof shall be extended to the next succeeding Business Day of Lender
and interest thereon shall continue to accrue and shall be payable at the
applicable rate during such extension.

(c)     Lender shall
open and maintain on its books one or more separate loan accounts in the name of Borrower
and such loan accounts shall show as debits thereto Lenders Loans under this
Agreement and as credits thereto all payments received by such Lender and
applied thereto so that the balance of the loan accounts of Borrower with Lender
at all times shall reflect the principal amount of the Loans. The entries made
in such loan accounts shall be prima facie evidence, in the absence of
manifest error, of the existence and amounts of the Liabilities of Borrower
there recorded and any payments thereon.

(d)     Lender also will
account to Borrower monthly with a written statement of borrowings, drawings,
charges and payments made pursuant to this Agreement and the other Financing
Documents, and each such account rendered by such Lender shall be deemed final,
binding and conclusive unless Lender is notified by Borrower in writing within
forty-five (45) days after the date the account is so rendered that Borrower
disputes any item thereof (but any such notice by Borrower shall be deemed an
objection only to those items specifically set forth in such notice). Failure by
Lender to render any such account shall in no way affect its rights hereunder or
under any of the other Financing Documents.

(e)     The Line of Credit
Borrowing Base and any other asset values and loan margins incorporated or
referred to herein shall be used solely for the purpose of this Agreement and
the credit facilities provided by Lender to Borrower hereunder and shall not
prejudice Lenders right to allege and prove in any bankruptcy, insolvency or
other similar proceeding involving any Obligor a different value for the assets
of any Obligor nor shall they be construed to be an admission by Lender as to
what collateral levels would adequately protect its interests in any such
bankruptcy, insolvency or other similar proceeding involving any Obligor.

SECTION 208.     
Agreements Regarding Interest and Other Charges.  Pursuant to the Official
Code of Georgia Annotated (O.C.G.A.) § 7-4-2(a)(1), Lender and Borrower
hereby agree that the only charge imposed or to be imposed by Lender upon
Borrower or any other Obligor for the use of money in connection with any of the
Loans is and will be the interest required under any Note evidencing such Loan,
which interest will be at the rates which are or will be expressed in simple
interest terms in such Note or this Agreement as of the date of such Note. In no
event shall the amount of interest due and payable under this Agreement, the
Notes or any of the other Financing Documents exceed the maximum rate of
interest allowed by applicable law (including, without limitation, O.C.G.A. § 
7-4-18) and, in the event any such payment is made by Borrower or any other
Obligor or is charged or received by Lender, such excess sum shall be returned
to Borrower or obligor forthwith. It is the express intent hereof that the
Obligors not pay and Lender not receive, directly or indirectly, interest in
excess of that which may be lawfully paid or received under applicable law.

SECTION 209.     
Indemnity.  Borrower agrees to indemnify and hold harmless Lender from and
against any and all claims, liabilities, losses, damages, actions and demands by
any party against Lender arising out of the making, holding or administration of
the Loans or the Collateral, allegations of any participation by Lender in the
affairs of Borrower or allegations that Lender has any joint liability with
Borrower for any reason, or any claims against Lender by any Obligor; unless,
with respect to the above, Lender is determined to have acted or failed to act
with (out) gross negligence or to have engaged in willful misconduct.
Notwithstanding anything herein to the contrary, Borrower shall not indemnify
and hold harmless Lender if (a) Borrower brings a successful action against
Lender involving the Loans or (b) Lender unsuccessfully attempts to assert a
claim against Borrower concerning the Loans.

SECTION 210.     
Making of Payments.  The Commitment Fee, the Unused Line of Credit Fee and all payments
of principal of, and interest on, the Notes shall be made in immediately
available funds to the Lender at its office in Birmingham, Alabama or at such
other address as Lender may instruct from time to time. All such payments shall
be made not later than 2:00 p.m. (Eastern Time) and funds received after that
hour shall be deemed to have been received by the Lender on the next following
Business Day.

SECTION 211.     
Capital Adequacy.  If, after the date of this Agreement, Lender shall have determined
that the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central lenders or
comparable agency charged with the interpretation or administration thereof, or
compliance by Lender with any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central lenders
or comparable agency, has or would have the effect of reducing the rate of
return on the Lenders capital as a consequence of its obligations hereunder to
a level below that which Lender could have achieved but for such adoption,
change or compliance (taking into consideration the Lenders policies with
respect to capital adequacy) by an amount deemed by the Lender to be material,
then from time to time, promptly upon demand by the Lender, the Borrower shall
pay Lender such additional amount or amounts as will compensate the Lender for
such reduction. A written certification from the Lender claiming compensation
under this Section and setting forth the additional amount or amounts to be paid
to it hereunder shall be conclusive absent manifest error. In determining any
such amount, Lender may use any reasonable averaging and attribution methods.
The Lender will promptly notify the Borrower of any event of which they have
knowledge which will entitle the Lender to compensation under this Section.

SECTION 212.     
Survival.  The obligations of the Borrower under Section
211 shall survive termination of this Agreement and payment of the Notes.

## ARTICLE III -
REPRESENTATIONS AND WARRANTIES

Borrower represents and
warrants to Lender that each of the following is true, correct, complete and
accurate in all respects:

SECTION 301.     
Organization and Existence.     (a)  Suburban is a corporation duly
incorporated, validly existing and in good standing under the laws of the
jurisdiction of its organization as disclosed to Lender, and is qualified to do
business in all jurisdictions where such qualification is necessary.

(b)     Suburban Construction
is a corporation duly incorporated, validly existing and in good standing under
the laws of the jurisdiction of its organization as disclosed to Lender, and is
qualified to do business in all jurisdictions where such qualification is
necessary, including, but not limited to, those jurisdictions in which it owns
any Hotel Properties.

(c)     Suburban Holdings is
a limited partnership duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization as disclosed to Lender,
and is qualified to do business in all jurisdictions where such qualification is
necessary, including, but not limited to, those jurisdictions in which it owns
any Hotel Properties.

SECTION 302.   Financial
Statements.   Each financial statement of Suburban which has been delivered to
Lender has been prepared in conformity with GAAP and presents fairly the
financial condition of Suburban as of the date indicated therein and the results
of its operations for the period shown therein. Without limiting the generality
of the preceding sentence, neither Borrower nor any Obligor has any material
contingent liability which is not shown in the most recent financial statements
heretofore delivered to Lender by Borrower. There has been no material adverse
change, either existing or threatened, in the financial condition or operations
of Borrower or any other Obligor since June 30, 2000.

SECTION 303.     Authority
and Power.  Borrower has full power and authority to make, execute and
perform in accordance with the respective terms thereof each of the Financing
Documents executed by Borrower. The execution and performance by Borrower of
each and every of the Financing Documents executed by such Borrower has been
duly authorized by all requisite action, and each and every one of them
constitutes the legal, valid and binding obligation of Borrower enforceable in
accordance with its respective terms.

SECTION 304.     No
Defaults.  Borrower is not in default in any material respect under any
contracts, agreements, licenses, franchises, leases, security agreements, deeds,
mortgages, notes, documents, instruments or chattel paper to which it is a party
or by which it or any of its properties or assets is bound or affected.
Execution, delivery and performance by Borrower of each and every of the
Financing Documents executed by Borrower do not violate any provision of law or
regulations and will not result in a breach of or constitute a default under any
agreement, indenture or other instrument to which Borrower is a party or by
which Borrower is bound.

SECTION 305.     
No Pending Claims.  Except as set forth on Schedule 305 attached hereto,
there is no claim, action, suit, arbitration, investigation, condemnation or
other proceeding at law or in equity, or by or before any federal, state, local
or other governmental agency, or by or before any other agency or arbitrator,
nor is there any judgment, order, writ, injunction or decree of any court
pending, anticipated or threatened against Borrower or against any properties or
assets which might have a material adverse effect on Borrower or its properties
or assets, or which might call into question the validity or enforceability of
any of the Financing Documents, or which might involve the alleged violation by
Borrower of any federal, state, local or other law, rule or regulation.

SECTION 306.     
Tax Returns.  Except as set forth on Schedule 306 attached hereto,
Borrower has filed or caused to be filed all required federal, state, local, or
other tax returns and has paid all governmental taxes and other charges imposed
upon it or on any of its properties or assets. Except as set forth on
Schedule 306attached hereto, Borrower knows of no proposed additional
tax assessment against it.

SECTION 307.     
Franchises,   Licenses,   Permits,   Etc.  Borrower   has   all
franchises, licenses, permits, patents, copyrights, trademarks, trade names, and
other authority necessary to enable it to conduct its business.

SECTION 308.     
No Governmental Consents Required.  No consent, approval, order,
authorization, designation, registration, declaration, or filing (except the filing of
financing statements or notations of liens on certificates of title) with or of
any federal, state, local, or other governmental authority or public body on the
part of Borrower is required in connection with Borrowers execution, delivery
or performance of any of the Financing Documents; or if required, all such
prerequisites have been fully satisfied.

SECTION 309.     
ERISA Matters.  Borrower has not incurred any material accumulated funding
deficiency within the meaning of the Employee Retirement Income Security Act of
1974, P.L. No. 93-406, as amended (ERISA), or has incurred any material
liability to the Pension Benefit Guaranty Corporation (PBGC) established under
ERISA (or any successor thereto under such Act) in connection with any employee
benefit plan established or maintained by Borrower.

SECTION 310.     
Regulation U and Other Securities Law Matters.  None of the transactions
contemplated in this Agreement (including, without limitation, the use of the
proceeds from any Loan or Letter of Credit) will violate or result in a
violation of Section 7 of the Securities Exchange Act of 1934, as amended, or
any regulations issued pursuant thereto, including, without limitation,
Regulations T, U or X of the Board of Governors of the Federal Reserve System.

SECTION 311.     
Environmental Representations.  With respect to the Hotel
Properties in the Collateral Pool:

(a)      
Borrower has, to the best of its knowledge, obtained all permits, licenses and other authorizations
which are required under Environmental Laws, and Borrower is in compliance in
all materials respects with all terms and conditions of the required permits,
licenses and authorizations and are also in compliance in all material respects
with all other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in any applicable
Environmental Laws;

(b)     Borrower is
not aware of, or has not received notice of, any past, present or future events,
conditions, circumstances, activities, practices, incidents, actions or plans
which, with respect to Borrower, may interfere with or prevent compliance or
continued compliance in any material respect with Environmental laws, or may
give rise to any material common law or legal liability, or otherwise form the
basis of any material claim, action, demand, suit, proceeding, hearing, study or
investigation, based on or related to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling, or the emission,
discharge, releases or threatened release into the environment, of any
pollutant, contaminant, chemical, or industrial, toxic or hazardous substance or
waste; and

(c)     There is no civil,
criminal or administrative action, suit, demand, claim, hearing, notice or
demand letter, notice of violation, investigation or proceeding pending or
threatened against Borrower relating in any way to Environmental Laws.

SECTION 312.     
Investment Company Act, Etc.  Borrower is not an investment company or a
company controlled  by an investment  company,  with the
meaning of the  Investment  Company Act of 1940,  as amended.  Borrower is not a
holding   company   or  a   subsidiary   company   of  a
holding  company  within the meaning of the Public  Utility  Holding
Company Act of 1935, as amended.

SECTION 313.     
Solvency.  After giving effect to each Borrowing, (i) the property of
Borrower, at fair valuation, will exceed its debts, (ii) Borrowers capital will
not be unreasonably small to conduct its business, (iii) Borrower will not have
incurred debts or have intended to incur debts beyond its ability to pay such
debts as they mature, and (iv) the then-current fair salable value of Borrowers
assets will be materially greater than the amount that will be required to pay
its probable liabilities (including debts) as they become absolute and matured.
For purposes of this Section, the term debt means any liability on a
claim and the term claim means (x) the right to payment, whether or not
such right is reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured, or (y) the right to an equitable remedy for breach of performance if
such breach gives rise to a right of payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured,
disputed, undisputed, secured or unsecured.

SECTION 314.     
Reaffirmation.  Each request for a Loan (or the refinancing, conversion or
reborrowing of a Loan) made by Borrower to Lender pursuant to this Agreement
shall constitute an automatic representation and warranty by Borrower to Lender
that there does not then exist any Default or Event of Default as well as a
reaffirmation as of the date of said request of all of the representations and
warranties of Borrower contained in this Agreement or the other Financing
Documents (other than those representations and warranties which are, by their
terms, expressly limited to the date made or given).

SECTION 315.     Revisions
or Updates of Schedules.  Should any of the information or disclosures
provided on any of the Schedules attached hereto become incorrect or incomplete
hereafter in any material respect, Borrower shall provide (or cause to be
provided) promptly to the Lender in writing such revisions or updates to such
Schedule as may be reasonably necessary to correct same; provided, however, that
no Schedule shall be deemed to have been amended, modified, or superseded by any
such revision or update, nor shall any breach of warranty or representation
resulting from the inaccuracy or incompleteness of any such Schedule be deemed
to have been cured thereby, unless and until Lender in its reasonable discretion
shall have accepted in writing such revisions or updates to such Schedule.

## ARTICLE IV - AFFIRMATIVE COVENANTS

For so long as this
Agreement is in effect, and unless Lender expressly consent in writing otherwise
or to the contrary, Borrower hereby expressly covenants and agrees as follows:

SECTION 401.     
Inspection and Examination.  Upon reasonable request of Lender, Borrower
shall permit during regular business hours any person designated by Lender to
inspect and examine Borrowers financial books and records, its minute books and
other business memoranda and writings. Borrower shall make available its
officers and employees to Lender to discuss the financial affairs of Borrower at
such reasonable times and intervals as Lender may request, and Borrower shall
promptly confirm or furnish in reasonable detail whatever information relative
to Borrower as Lenders authorized representative, auditor or counsel may
reasonably request.

SECTION 402.     
Books and Records.   Borrower shall keep its books, records and accounts in accordance
with generally accepted accounting principles and practices applied on a basis
consistent with preceding years.

SECTION 403.     Financial Statements
and Other Information.  Suburban shall promptly deliver to Lender:

|(i)    | Within ninety (90) days after the end of each fiscal year of Suburban,
      consolidated financial statements including a balance sheet reflecting
      income and cash flow of Suburban and its subsidiaries for such period, and
      consolidated balance sheets of Suburban and its subsidiaries as of the end
      of such period, setting forth in each case in comparative form
      corresponding figures for the preceding fiscal year, all in reasonable
      detail, prepared in accordance with GAAP and audited in accordance with
      generally accepted auditing standards and certified to Suburban by
      independent public accountants of recognized standing selected by Suburban
      and reasonably acceptable to Lender whose certificate shall be
      unqualified, which financial statements shall be accompanied by a duly
      completed and executed Compliance Certificate dated as of the date of the
      delivery of such financial statements;                                                                                                                                                                                                                                    
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii)   | Within forty-five (45) days after the end of each fiscal quarter of Suburban,
      excluding the fourth quarter of each fiscal year, a copy of Suburbans
      10-Q Report for the preceding fiscal quarter, which 10-Q Report shall be
      accompanied by a duly completed and executed Compliance Certificate dated
      as of the date of the delivery of such report. In addition, within
      forty-five (45) days after the end of each fiscal year of Suburban, a duly
      completed and executed pro forma of Suburbans Compliance Certificate with
      respect to the preceding fiscal quarter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(iii)  | Promptly upon
receipt thereof, a copy of each other report submitted to Borrower or any
Subsidiary by its independent public accountants in connection with any annual,
interim or special audit made by them on the books of Borrower or any such
Subsidiary (including, without limitation, any management report prepared in
connection with such accountants annual audit of Borrower and its
Subsidiaries);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(iv)   | Not less than
forty-five (45) days after to the end of each fiscal quarter of Borrower,
Borrower also shall deliver to Lender schedules reflecting occupied hotel room
space and an operating financial statement regarding each Hotel Property in the
Collateral Pool;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(v)    | Not less
      than thirty (30) days after the end of each fiscal quarter, Borrower shall
      deliver to Lender a Borrowing Base Certificate which reports shall be duly
      completed and shall be certified by the chief executive officer, treasurer
      or chief financial officer of Borrower and shall be used by Lender to
      determine the Line of Credit Borrowing Base then in
  effect;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(vi)   | Promptly
      upon transmission thereof, copies of all registration statements and other
      reports which Borrower may file with the Securities and Exchange
      Commission (or any other governmental body or agency succeeding to its
      functions);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(vii)  | Promptly upon
obtaining knowledge of any Default or Event of Default, a certificate of its
president or chief financial officer specifying the nature and period of
existence thereof and what action Borrower is taking or proposes to take with
respect thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(viii) | Upon becoming aware that the holder of any evidence of any indebtedness or any security of
Borrower or any of its Subsidiaries has given notice or taken any other action
with respect to a claimed default with respect to such indebtedness or security
or other event which, with the giving of notice or passage of time, or both,
would constitute a default with respect to such indebtedness or security, a
certificate of Borrowers president or chief financial officer specifying the
notice given or action taken by such holder and the nature of the claimed
default or other event and what action Borrower or the Subsidiary is taking or
proposes to take with respect thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(ix)   | Promptly after (a) the occurrence thereof, notice of the institution by any Person
      of any action, suit or proceeding or any governmental investigation or any
      arbitration, before any court or arbitrator or any governmental or
      administrative body agency, or official, against Borrower, any Subsidiary,
      or any material property of any of them, in which the amount in
      controversy is stated to be more than $100,000.00 individually or in the
      aggregate or, where no amount in controversy is stated, which might, if
      adversely determined, have a material and adverse effect on the business,
      property or assets or financial condition of Borrower and its Subsidiaries
      taken as a whole, or (b) the receipt of actual knowledge thereof, notice
      of the threat of any such action, suit, proceeding, investigation or
      arbitration, each such notice under this subsection to specify, if known,
      the amount of damages being claimed or other relief being sought, the
      nature of the claim, the Person instituting the action, suit, proceeding,
      investigation or arbitration, and any other significant features of the
      claim;
|(x)    | Promptly after the filing thereof, copies of any annual report required to be filed
      by Borrower or any of its Subsidiaries pursuant to ERISA in connection
      with any employee benefit plan of Borrower or any of its Subsidiaries;
      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(xi)   | With reasonable promptness, such other information relating to the operations,
      management, business and financial condition of Borrower or its
      Subsidiaries or any of its employee benefit plans or its properties, as
      Lender may reasonably request from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

SECTION 404.     
Maintenance of Assets, Business and Existence.   (a) Borrower shall
maintain and keep all of its property and assets in good repair, working order
and condition and shall from time to time make all needful and proper repairs,
renewals and replacements thereto so that its business carried on in connection
therewith may be properly and advantageously conducted at all times; and

(b)     Borrower shall
preserve and maintain its separate corporate existence in all rights,
privileges, and franchises in connection therewith, and maintain its
qualifications and good standing in all states in which such qualification is
necessary and in which the failure to so qualify would materially adversely
affect its business operations or financial condition.

SECTION 405.     
Maintenance of Insurance.  Borrower shall maintain with financially sound
and reputable insurers which are selected by Borrower and are reasonably
acceptable to Lender (i) with reference to its property other than the Hotel
Properties in the Collateral Pool, insurance against such risks and in such
amounts as is customary in the case of Persons of established reputations
engaged in the same or similar business and similarly situated, and (ii)
liability and workers compensation insurance in such amounts as is customary in
the case of Persons of established reputations engaged in the same or similar
business and similarly situated, and, upon request by Lender from time to time,
shall furnish Lender copies of the policies under which such insurance is
carried. Borrowers obligations concerning insurance of the Hotel Properties in
the Collateral Pool are governed by the applicable Security Deeds.

SECTION 406.     Payment
of Taxes.  Borrower shall punctually pay and discharge all taxes, assessments
and governmental charges or levies imposed upon it or upon its income or upon
any of its property, as well as all claims of any kind which, if unpaid, might
by law become a lien or charge upon its property, except taxes, assessments,
charges, levies or claims which are in good faith being timely litigated or
otherwise properly contested by Borrower and as to which Borrower has
established adequate reserves under GAAP. Upon Borrowers failure to make prompt
payment of any such obligation of Borrower not excepted above, Lender may, but
is under no obligation to, pay all or any part of the same or effect a
settlement or compromise thereof in the name of Borrower; and all amounts so
paid by Lender as well as the expenses incurred in negotiating or attempting to
negotiate a compromise or settlement will automatically become a part of the
Liabilities under this Agreement and will bear interest from the date of such
payment at the lower of (i) the highest rate of interest which Borrower has
contracted to pay on any of the Liabilities or (ii) the highest rate permissible
under applicable law.

SECTION 407.    
Environmental Matters.   (a)   
Notice Requirements.  With respect to the Hotel
Properties in the Collateral Pool, Suburban shall notify each Lender in writing,
promptly upon learning thereof, of:



|(i)   | any
      notice that any Borrower is not in compliance in any material respect with
      all terms and conditions of all permits, licenses and authorizations which
      are required under Environmental Laws, or that any Borrower is not in
      compliance in any material respect with all other limitations,
      restrictions, conditions, standards, prohibitions, requirements,
      obligations, schedules and timetables contained in any applicable
      Environmental Laws;                                                                                                                                                                                                                                                                                                                                                         
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii)  | any notice of any past, present or future events, conditions, circumstances,
      activities, practices, incidents, actions or plans which, with respect to
      any Borrower, may interfere with or prevent compliance or continued
      compliance in any material respect with Environmental Laws, or may give
      rise to any material common law or legal liability, or otherwise form the
      basis of any material claim, action, demand, suit, proceeding, hearing,
      study or investigation, based on or related to the manufacture,
      processing, distribution, use, treatment, storage, disposal, transport, or
      handling, or the emission, discharge, release or threatened release into
      the environment, of any pollutant, contaminant, chemical, or industrial,
      toxic or hazardous substance or waste; and
|(iii) | any notice or claim of any civil, criminal or administrative action, suit, demand, claim, hearing,
notice or demand letter, notice of violation, investigation, or proceeding
pending or threatened against Borrower relating in any way to Environmental
Laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

(b)     Environmental
Indemnity.   Suburban hereby agrees to indemnify and hold harmless Lender and
its affiliates, successors and assigns, and its stockholders, officers,
directors, employees, agents and attorneys from and against any and all claims,
demands, liabilities, losses, costs, expenses, damages, suits and judgments
(including, without limitation, liability under any Environmental Laws and
regulations, and costs of defense and attorneys fees) resulting from any
representation or warranty made by Borrower or on Borrowers behalf pursuant to
Section 311 of this Agreement having been false when made. This agreement of
indemnity shall be a continuing agreement and shall survive payment of the
Liabilities and termination of the other provisions of this Agreement.

Nothing contained in this
Section 407 is intended or shall be construed to be a waiver by Lender of any
Event of Default which may be revealed by the various tests, environmental
audits and environmental reviews described herein.

SECTION 408.     
Compliance with Laws and Licenses.  Borrower shall comply in all material
respects with all laws, ordinances, governmental rules and regulations to which
it is subject, including without limitation, all Environmental Laws, and obtain
and keep in full force any and all governmental licenses, consents, approvals,
authorizations, permits, franchises, or other governmental authorizations
necessary to the ownership of its Properties or to the conduct of its business,
which violation or failure to obtain might materially and adversely affect the
business, prospects, profits, Properties, or condition (financial or otherwise)
of Borrower.

SECTION 409.
     Additional Obligors.  [Intentionally
Omitted].

SECTION 410.     
Pledge of Chicago OHare Property, Additional Properties and Substituted
Properties.  On or before (i) the Chicago OHare Property Pledge Date, or (ii) the inclusion
of any Additional Property or any Substituted Property in the Collateral Pool,
as applicable, Lender shall have received the following (all documents to be in
form and substance satisfactory to Lender and to be provided at Borrowers
expense):

(a)     This Agreement
duly completed and executed;

(b)     The duly completed
and executed Term Note, Security Deed, together with duly completed and executed
accompanying borrowers affidavits and certificates and affidavits of
non-foreign status, as well as the Assignments of Rents and Leases, Assignments
of Contract Documents, Uniform Commercial Code financing statements and fixture
filings, and such other Lien perfection or related closing documents for the
Chicago OHare Property, any Additional Property and/or any Substituted
Property, as the case may be, as Lender may request;

(c)     Satisfactory evidence
of the recording of such Uniform Commercial Code financing statements and
fixture filings in such filing offices as the Lender may deem necessary or
appropriate to perfect its Lien under the Security Deed, as well as written
reports of examinations of the public records of any such filing offices as
deemed appropriate by Lender indicating that there are no other Liens of record
covering any of the Hotel Properties in the Collateral Pool covered by the
Security Deeds (except Liens permitted under Section 504 hereof);

(d)     
Incumbency Certificate of Borrower duly completed and executed;

(e)     A Compliance
Certificate, duly executed and appropriately completed by Borrower;

(f)     Copies of any and all
consents, approvals, authorizations, resolutions, partner consents,
registrations or filing required to be made or obtained by Borrower in
connection with its execution, delivery and performance of this Agreement and
the other Financing Documents;

(g)     Appraisal of the
Chicago OHare Property, any Additional Property and/or any Substituted
Property, as the case may be, as may be required by Lender, which appraisal must
be in form and substance reasonably satisfactory to Lender and shall conform to
the Uniform Standards of Professional Appraisal Practice as promulgated by the
Appraisal Standard Board of the Appraisal Foundation and the appraisal standards
adopted by the bank supervision offices of the Federal Deposit Insurance
Corporation, the Board of Governors of the Federal Reserve System, and the
offices of the Comptroller of the Currency, and receipt of (i) Lenders title
insurance policy or marked title insurance commitment on the Chicago OHare
Property, any Additional Property and/or any Substituted Property, as
applicable, and (ii) Lenders date-down endorsements on each of the Hotel
Properties in the Collateral Pool reasonably satisfactory in form, substance and
amount to Lender and issued by an insurer reasonably satisfactory to Lender;

(h)     
Environmental report on the Chicago OHare Property, any
Additional Property and/or any Substituted Property, as the case may be,
reasonably satisfactory in form and substance to Lender;

(i)     As-built survey,
complying with Lenders survey requirements, with respect to the Chicago OHare
Property, any Additional Property and/or any Substituted Property, as the case
may be;

(j)     Certificate of Zoning
reflecting compliance with local zoning ordinances or regulations with respect
to the Chicago OHare Property, any Substituted Property and/or any Additional
Property, as the case may be; and

(k)     Such other documents,
certificates and approvals or filings as Lender may reasonably request.

## ARTICLE V - NEGATIVE COVENANTS

For so long as this
Agreement is in effect, and unless Lender expressly consents in writing
otherwise or to the contrary, Borrower hereby expressly covenants and agrees to
the following negative covenants:

SECTION 501.     
Transactions with Affiliates.   Borrower shall not engage in any
transactions with an Affiliate except on terms no less favorable to Borrower
than could be obtained in arms-length transactions with others. Notwithstanding
the foregoing, Borrower shall be entitled to enter into the following
transactions without Lenders prior consent: (i) any and all franchise
agreements with Suburban Franchise Systems, Inc., (ii) any and all management
agreements with Suburban Management, Inc., (iii) non-interest bearing loans
between Affiliates, (iv) expense cross-charges between Affiliates for services
provided deemed reasonably necessary by Borrower in the ordinary course of
business; and (v) the Subordinated Note (as such term is defined in Section 919,
hereof).

SECTION 502.     
Merger, Consolidation, Etc.  Borrower shall not
transfer all or substantially all of its assets to, consolidate with, or be
acquired by any other Person.

SECTION 503.     ERISA
Matters.  Borrower shall not incur or suffer to exist any material
accumulated funding deficiency within the meaning of ERISA or incur any material
liability to the PBGC established under ERISA (or any successor thereto under
ERISA).

SECTION 504.     
Sales and Other Dispositions of Assets. [Intentionally Omitted].

SECTION 505.     
Guaranties.  None of the Obligors shall, in any manner, directly or
indirectly, become a guarantor of any obligation of, or an endorser of, or
otherwise assume or become liable upon any notes, obligations, or other
indebtedness of any other Affiliate. Notwithstanding anything herein to the
contrary, the Obligors shall be permitted to enter into the following
guaranties: (i) guaranties of leases where Affiliates are the tenants
thereunder, (ii) guaranties of loans made by third-party lenders to Affiliates
for the construction of hotel properties, and (iii) guaranties of loans made by
third parties to Affiliates in the aggregate maximum amount of $4,000,000.00,
which loans may be made for any purpose.

SECTION 506.     
Loans and Advances to Others.  Borrower shall not make loans or advances to any Person,
or purchase or acquire any promissory note, of any Person except: (1) Borrower
may acquire and own promissory notes, stock or securities received in settlement
of debts owing to it incurred in the normal and ordinary course of business, (2)
Borrower may own, purchase, or acquire direct obligations of the United States,
obligations guaranteed by the United States, and obligations of banks having
capital surplus of at least $25,000,000.00; and (3) Borrower may make loans or
advances to (i) its stockholders not to exceed $500,000.00 in aggregate
outstanding principal amount at any particular time, or (ii) to other Persons,
so long as such loans or advances to not exceed $10,000,000.00 in aggregate
outstanding principal amount at any particular time. Notwithstanding anything
herein to the contrary, Borrower shall be permitted to make loans and advances
to HotelTools, Inc. in the aggregate amount of up to $15,000,000.00.

SECTION 507.     
Financial Covenants.  Borrower shall not violate (or
permit the violation of) any of the following financial covenants:

(a)     
Suburban Debt Service Coverage Ratio:  For each fiscal quarter, Suburban shall maintain a
Suburban Debt Service Coverage Ratio of no less than 2.00 : 1.00, measured and
reviewed quarterly, on a rolling twelve (12) month basis.

(b)     
Collateral Pool Debt Service Coverage Ratio:

(i)  
Initial Collateral Pool Debt Service Coverage Ratio.  For each
fiscal quarter, the Hotel Properties in the
Collateral Pool shall maintain an Initial Collateral Pool Debt Service Coverage
Ratio of no less than 1.65 : 1.00 measured and reviewed quarterly, on a rolling
twelve (12) month basis.

(ii)  
Permanent Collateral Pool Debt Service Coverage Ratio.  
For each fiscal quarter, the Hotel Properties in the
Collateral Pool shall maintain a Permenant Collateral Pool Debt Service Coverage
Ratio of no less than 1.75 1.65 : 1.00 measured and reviewed quarterly, on a
rolling twelve (12) month basis.

(c)     
Minimum Tangible Net Worth:  Suburban shall maintain a Tangible
Net Worth of no less than $190,000,000.00 until December 31, 2000, at which time Suburbans minimum
Tangible Net Worth shall increase, each calendar quarter, by an amount equal to
fifty percent (50%) of after tax net profits for the prior calendar quarter,
commencing with the March 31, 2000 quarter-end.

(d)     
Debt-to-Tangible Net Worth Ratio: For each fiscal quarter that the Loans
are outstanding, Suburban shall maintain a Debt-to-Tangible
Net Worth of not greater than 1.00 : 1:00.

SECTION 508.  Other Indebtedness.
[Intentionally Omitted].

SECTION 509.  Dividends.
[Intentionally Omitted].

SECTION 510.  Owners and Officers.
[Intentionally Omitted].

SECTION 511.  Nature of Business.
[Intentionally Omitted].

## ARTICLE VI - CONDITIONS PRECEDENT TO BORROWINGS

The obligations of Lender to make any Loan to
Borrower hereunder (or to permit Borrower to refinance or
reborrow any Loan hereunder) are subject to the satisfaction of the following
conditions precedent:

SECTION 601.  
Conditions Precedent to Initial Advance.  [Intentionally Omitted].

SECTION 602.     
Conditions Precedent to All Borrowings.  At the time of (and after giving
effect to) the making of any Loan hereunder (or the refinancing thereof or the
reborrowing thereof in accordance with the terms and conditions of this
Agreement), the following conditions shall have been satisfied or shall exist:

(a)     There shall
 then exist no Default or Event of Default;

(b)     All representations
and warranties of Borrower contained herein or in the other Financing Documents
(other than those representations and warranties which are, by their terms,
expressly limited to the date made or given) shall be true and correct in all
material respects with the same effect as those such representations and
warranties had been made on and as of the date of such Borrowing;

(c)     Since the date of the
most recent financial statements, there shall have been no change which has had
or could reasonably expect it to have a materially adverse effect on the
business, property, assets or financial condition of Borrower taken as a whole;

(d)     There shall be no
action or proceeding instituted or pending before any court or other
governmental authority or, to the knowledge of Borrower threatened, (i) which
reasonably could be expected to have a materially adverse effect on the
business, property, assets or financial condition of Borrower taken as a whole
or (ii) seeking to prohibit or restrict Borrowers ownership or operation of any
material portion of its business or assets or to compel Borrower to dispose of
or hold separate all or any material portion of its business or assets, which
reasonably could be expected to have a material adverse effect on the business,
properties, assets or financial condition of Borrower taken as a whole; and

(e)     The Loans to be made
(or to be refinanced or reborrowed), and in each such case the use of the
proceeds thereof, shall not contravene, violate or conflict with, or involve
Lender in any violation of, any applicable law, rule, junction or regulation, or
determination of any court of law or other governmental authority.

Each request for a Loan
(or for a refinancing or reborrowing thereof) by Borrower shall constitute a
representation and warranty by Borrower to Lender, as of the date of such
request, that all of the conditions specified in Section 602 above have been and
remain satisfied.

## ARTICLE VII - EVENTS OF DEFAULT

The occurrence of any one
or more of the following events will constitute an event of default (herein
called an Event of Default) under this Agreement:

SECTION 701.     
Failure to Pay Liabilities.  Failure of Borrower punctually to make payment of any
amount payable, whether principal, interest, or fees, with respect to any of its
Liabilities when and as the same becomes due and payable, whether at maturity,
or at a date fixed for any prepayment or partial prepayment, or by acceleration
or otherwise.

SECTION 702.     
Representations and Warranties.  If any statement, representation, or
warranty of Borrower made in this Agreement or in any of the other Financing
Documents at any time furnished by or on behalf of Borrower to Lender proves to
have been untrue, incorrect, misleading, or incomplete in any material respect
as of the date made.

SECTION 703.     
Affirmative Covenant Breach.  Failure of Borrower punctually and fully to
perform, observe, discharge or comply with any of the covenants set forth in
Article IV of this Agreement, or in any of the other Financing Documents.

SECTION 704.     
Other Covenant Breach.  Failure of Borrower punctually and fully to perform,
observe, discharge or comply with any of the other covenants set forth in this
Agreement, or in any of the other Financing Documents.

SECTION 705.     
Lender Cross-Defaults.  The occurrence of any event of default under or with respect
to any indebtedness for borrowed money now or hereafter owed by Borrower to
Lender.

SECTION 706.     
Other Cross-Defaults.  If Borrower is in default on indebtedness to any other
Person, including without limitation any subordinated debt.

SECTION 707.     
Insolvency or Bankruptcy.  If Borrower becomes insolvent (as such term is
defined in the Georgia Uniform Commercial Code) or makes an assignment for the
benefit of creditors or becomes the subject of any voluntary or involuntary
bankruptcy, insolvency, receivership or other similar proceeding, or any
trustee, receiver, conservator or other custodian for Borrower or its assets is
appointed in any voluntary or involuntary bankruptcy, insolvency, receivership
or other similar proceeding under any applicable federal, state or other law
(but, in the case of any involuntary proceeding described above, such proceeding
must be consented to or acquiesced in by Borrower or not be dismissed within
sixty (60) days after the date on which it is originally brought).

SECTION 708.     
Termination or Repudiation of Financing Documents.  If any
Obligor shall terminate, repudiate or attempt to terminate or repudiate its or
his liability for any or all of the Liabilities or any Liens granted by such
 Person on any of its or his assets to secure the same pursuant to any of the
Financing Documents.

SECTION 709.     Change in Control
  [Intentionally Omitted].

SECTION 710.     Notice and Right to Cure.
  Notwithstanding anything herein to the contrary, the sections of this Article VII
shall be subject to the notice and cure rights more specifically set forth in
Section 918 of this Agreement, as applicable.

## ARTICLE VIII - REMEDIES UPON DEFAULT

SECTION 801.     
Remedies.    Upon the occurrence of an Event of Default,
Lender may exercise any one or more of the following remedies:

|(i)   | By
      written notice to Borrower, terminate Lenders respective remaining
      obligations hereunder to make any further Loans, or refinance or allow a
      reborrowing of any Loans pursuant to this Agreement, whereupon all such
      obligations shall terminate immediately;                                                                                                           
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii)  | By
      written notice to Borrower, declare the principal of and any accrued
      interest on the Notes, and all other Liabilities to be, and whereupon the
      same shall become, immediately due and payable, and the same shall
      thereupon become and payable without further demand, presentment, protest
      or notice of any kind, all of which are hereby waived by
    Borrower;
|(iii) | Exercise all or any of its rights and remedies as it may otherwise have under
     any of the Financing Documents or any applicable law;                                                                                                                                                                                                                                                           

provided, however, that
upon the occurrence of any Event of Default specified in Section 707 hereof, the
result which would occur upon the giving of notice pursuant to Section 801(i),
(ii) and (iii) above shall occur automatically without the giving of any such
notice. No failure or delay on the part of Lender to exercise any right or
remedy hereunder or under any of the other Financing Documents shall operate as
a waiver thereof, nor shall any single or partial exercise of any right or
remedy hereunder preclude any further exercise thereof or the exercise of any
further right or remedy hereunder or under any of the other Financing Documents.
No exercise by Lender of any remedy under the Financing Documents shall operate
as a limitation on any rights or remedies of Lender under this Agreement, except
to the extent moneys actually received by Lender under the other Financing
Documents.

## ARTICLE IX - MISCELLANEOUS

SECTION 901.     Time of Essence.
  Time is of the essence of this Agreement.

SECTION 902.     Entire Agreement.
  This Agreement, together with all of the other Financing
Documents, replaces and supersedes any and all other prior discussions and
agreements between or among Borrower, any other Obligor, and Lender with respect
to the Loans, the Hotel Properties in the Collateral Pool, and together they
constitute the sole and entire agreement between the parties with respect to
such matters. No promises, covenants, representations, or agreements other than
as expressly set forth in the Financing Documents have been made to or with any
Obligor, and Borrower represents and warrants that it is not relying on any
promises, covenants, representations or agreements, other than as expressly set
forth in such documents in entering into this Agreement.

SECTION 903.     
Several Counterparts.  This Agreement may be executed in any number of
counterparts each of which shall be deemed an original,
and all of such counterparts together shall constitute one and the same
instrument.

SECTION 904.     Survival
of Warranties.  All representations, covenants, and warranties made in this
Agreement, or in any of the other Financing Documents are cumulative and in
addition to those imposed by law or equity, and are to survive the execution
hereof, the making of any Loan, and the delivery hereof and of all the other
Financing Documents.

SECTION 905.     Rights
Cumulative.  All rights and remedies of the Lender and the Lenders, whether
provided for herein or in any of the other Financing Documents or conferred by
law or in equity or by statute or otherwise, are cumulative and not alternative,
and may be enforced successively or concurrently. The collection, repossession,
sale or retention of any of the Hotel Properties in the Collateral Pool by the
Lender will not bar an action by the Lender or the Lenders for the recovery of
any of the Liabilities of Borrower to Lender (Borrower having expressly agreed
herein to remain fully liable for any deficiency), nor will Lenders bringing of
an action against Borrower to recover moneys owing under any of the Liabilities
bar Lenders right to collect or repossess any of the Hotel Properties in the
Collateral Pool.

SECTION 906.     No
Release; Term of Agreement.  Except as otherwise provided herein, no sale,
assignment, transfer, renewal, addition, extension, consolidation, subdivision,
modification, or substitution of any of the Liabilities, or of any of the
Financing Documents, or of any interest thereunder, nor any loss, damage,
injury, theft, or destruction of any of the Hotel Properties in the Collateral
Pool will release Borrower from its obligations hereunder. The Liabilities may
from time to time be paid and Liabilities thereafter incurred, and neither this
Agreement nor the security interests and security titles conveyed under the
Financing Documents shall lapse or terminate because no Liabilities are
outstanding. This Agreement and the Liens conveyed under the Financing Documents
shall be irrevocable and shall remain in full force and effect until such time
as (i) no Liabilities are outstanding, (ii) Lender is under no obligation to
make Loans (or allow any refinancing or reborrowing thereof) or grant other
financial accommodations to Borrower, and (iii) any party hereto in writing
notifies the others that it is thereby terminating this Agreement.

SECTION 907.     Waivers
and Modifications.  Lender will not be deemed as a consequence of
any act, delay, failure, omission, or forbearance (including without limitation
failure to exercise its right of accelerating the maturity of any of the Liabilities
or other indulgences granted from time to time by Lender) or for any other reason:
(1) to have waived, or to be estopped from exercising, any of its rights or
remedies under this Agreement or under any of the other Financing Documents, or
(2) to have modified, changed, amended, terminated, rescinded, or superseded any
of the terms of this Agreement or of any of the other Financing Documents,
unless such waiver, modification, amendment, change, termination, rescission, or
supersession is express, in writing and signed by a duly authorized officer of
Lender. No single or partial exercise by Lender of any right or remedy will
preclude other or further exercise thereof or preclude the exercise of any other
right or remedy, and a waiver expressly made in writing on one occasion will be
effective only in that specific instance and only for the precise purpose for
which given, and will not be construed as a consent to or a waiver of any right
or remedy on any future occasion. No notice to or demand on Borrower in any
instance will entitle Borrower* to any other or future notice or demand in
similar or other circumstances.

SECTION 908.     Waiver of
Presentment, Etc.   Borrower hereby expressly waives presentment, demand,
dishonor, protest, notice for payment, notice of nonpayment, notice of dishonor,
notice of default, notice of compromises or surrender and any other demand or
notice whatsoever in connection with the Financing Documents, except for notices
required to be given to Borrower by Lender as more expressly provided in this
Agreement.

SECTION 909.     
Notices.   Except as provided otherwise in this Agreement,
all notices and other communications under this Agreement are to be in writing and are to be
deemed to have been duly given and to be effective upon delivery to the party to
whom they are directed. If sent by a national overnight courier service or by
U.S. mail, first class, certified, return receipt requested, postage prepaid,
and in either case addressed to any party at its respective addresses set forth
beneath its respective signature below, such notices, demands and other
communications are to be deemed to have been delivered on the first business day
after being entrusted to such courier or on the second business day after being
so deposited in the U.S. mail. If transmitted by telecopy to any party at its
respective telecopy number set forth beneath its respective signature below,
such notices, demands and other communications are to be deemed to have been
delivered when so transmitted. Any party hereto may by written notice to the
other designate a different address or telecopy number for receiving notices
under this Agreement; provided, however, that no such change of address or
telecopy number will be effective until written notice thereof is actually
received by the party to whom such change of address or telecopy number is sent.

SECTION 910.     
No Assignment by Borrower.   Borrower may not, without the
consent of Lender, assign any of its rights or duties hereunder or under any of
the other Financing Documents.

SECTION 911.     Lenders
Expenses.   All statements, reports, certificates, opinions, appraisals,
surveys, environmental audits, title or record examination reports, title
insurance policies or commitments, and all other documents or information
furnished to Lender under the Financing Documents shall be supplied by Borrower
without cost to Lender. Further, Borrower shall reimburse Lender on demand for
all out-of-pocket costs and expenses (including without limitation reasonable
attorneys fees) reasonably incurred by Lender or its participants in connection
with the preparation, establishment, operation, modification, waiver,
restructuring, work-out or enforcement of this Agreement or any of the other
Financing Documents or the protection or preservation of any right or claim of
Lender with respect to this Agreement or any of the other Financing Documents or
the collection of any of the Liabilities.

SECTION 912.     Payment
of Taxes.   Borrower will pay all taxes or governmental fees, (if any) in
connection with this Agreement, any of the other Financing Documents, any
Borrowings which occur under this Agreement, or the issuance or ownership of any
of the Financing Documents and in connection with any modification of this
Agreement, or any of the other Financing Documents (excluding, however, any
taxes imposed upon or measured by the net income of Lender), and will save the
Lenders harmless without limitation as to time against any and all liabilities
with respect to all such taxes. The obligations of Borrower under this section
shall survive the payment of the Liabilities and the termination of this
Agreement.

SECTION 913.     Setoffs
Against Deposits.   Upon the occurrence of an Event of Default hereunder,
Lender, without notice or demand of any kind, may hold and set off against such
of the Liabilities (whether matured or unmatured) as Lender may elect, any
balance or amount to the credit of Borrower in any deposit, agency, reserve,
holdback or other account of any nature whatsoever maintained by or on behalf of
Borrower with Lender at any of its offices, regardless of whether such accounts
are general or special and regardless of whether such accounts are individual or
joint.

SECTION 914.     
Participant Setoff.   Any Person purchasing an interest in debt obligations
under this Agreement held by Lender may exercise all rights of offset with
respect to such interest as fully as if such Person were a holder of debt
obligations hereunder in the amount of such interest.

SECTION 915.     Governing
Law; Severability.   This Agreement and all of the other Financing Documents
have been made and delivered in the State of Georgia, and the terms, provisions
and performance thereof are in all respects, including without limitation all
matters of construction, interpretation, validity, enforcement, and performance,
to be construed in accordance with and governed by the laws of that State,
including without limitation the Uniform Commercial Code of Georgia, as amended
and in effect on the date of this Agreement unless otherwise specifically
provided in any of the Financing Documents. Wherever possible, each provision of
this Agreement and of each and every of the other Financing Documents is to be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision thereof is prohibited or invalid under such law, such
provision is to be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement or of any of the other Financing
Documents.

SECTION 916.     Year 2000 Compatibility.
   [Intentionally Omitted].

SECTION 917.     
Successors and Assigns.   All rights of Lender under the Financing
Documents shall inure to the benefit of its successors and assigns. Lender shall
be permitted to freely assign all or any portion of Lenders rights, title and
interest in the Loans and the Financing Documents, including without limitation,
the right to sell, transfer and assign participation interests in any of the
Loans. All obligations of Borrower under the Financing Documents shall bind its
successors and permitted assigns.

SECTION 918.     Notice and
Right  to  Cure.   Notwithstanding  anything  stated  to  the
contrary in this  Agreement  or in any other  instrument,  agreement or contract
evidencing, securing, or otherwise relating to the indebtedness evidenced by the
Note  and  secured  by  the  Security  Deeds,  prior  to the  occurrence  of any
NONMONETARYEvent of Default  and the exercise of any remedy
granted in this Agreement or in any other instrument  evidencing,  securing,  or
otherwise relating to the indebtedness  evidenced by the Note and secured by the
Security Deeds following a NONMONETARY Event of Default, including, without limitation the right to
accelerate the maturity of the indebtedness evidenced by the Note, or right of
foreclosure granted in the Security Instrument, both of the following two (2)
conditions shall have been satisfied: (a) Borrower shall have received written
notice of any event or condition which, if not cured, will give rise to a
NONMONETARY Event of Default (default condition) hereunder, which
notice shall specify the default condition which will result in a
NONMONETARY Event of Default and set forth the requirements to cure such
default condition; and (b) Borrower shall have failed to cure such default
condition within (30) days following the receipt of said written notice, unless
such default condition cannot reasonably be cured within thirty (30) days, in
which event Borrower shall commence the cure within thirty (30) days and
thereafter diligently prosecute said cure to completion; provided, however,
that no such notice shall be required as to any monetary Event of Default,
including, but limited to the Event of Default more specifically set forth in
Sections 507, 701 and 702 of this Agreement.

SECTION 919.     
Subordination of Promissory Note.    Suburban, and any and all successors
and assigns, hereby acknowledges and agrees to subordinate any and all
indebtedness due to Suburban by Holdings arising in any way under that certain
promissory note by Holdings in favor of Suburban in the original principal
amount of $60,000,000.00, a copy of which is attached hereto as Exhibit D (the
Subordinated Note), to any and all indebtedness arising out of or relating in
any way to the Note. Notwithstanding anything else to the contrary herein,
Holdings may make, and Suburban may accept, regularly scheduled payments of
principal and interest under the Subordinated Note, provided Suburban has
received no notice that Borrower is in default under any of the agreements
pertaining to this Agreement. Suburban hereby warrants and represents that it
has neither given nor executed any prior subordination, security agreement, or
assignment which is presently effective with respect to the Subordinated Note.
The subordination provided herein shall not be affected or impaired by any
extension, renewal, release, or arrangement which may become effective between
Holdings and Lender. No delay or failure on the Lenders part in the exercise of
any right or remedy shall preclude other or further exercises thereof or the
exercise of any other right or remedy. Lenders rights and privileges hereunder
shall inure to the benefit of its successors and assigns, and this Agreement
shall be binding upon Suburbans successors and assigns.

SECTION 920.     Amendment and
Restatement.      This   Agreement   is  an   amendment   and
restatement of, and replaces in its entirety,  that certain Loan Agreement dated
February  18, 2000,  by and among  Suburban  Lodges of America,  Inc., a Georgia
corporation,  Suburban Holdings,  L.P., a Georgia limited liability partnership,
Suburban Construction,  Inc., a Georgia corporation and SouthTrust Bank, N.A., a
national banking association, as the same was amended from time to time.

---

IN WITNESS WHEREOF,
Lender and Borrower have executed this Agreement and placed its seal hereon, all
as of the day and year first above written.

| | BORROWER:                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                 
| | SUBURBAN LODGES OF AMERICA, INC., aGeorgia corporation                                                                          
| |                                                                                                                                 
| |                                                                                                                                 
| | By:        /s/Paul A. Criscillis, Jr.
                    
     
               Paul A. Criscillis, Jr., Chief Financial Officer

|(CORPORATE SEAL) | Address: | 300 Galleria Parkway, Suite 1200Atlanta, Georgia 30337
         Attn.:  Chief Financial Officer
|---------------- | -------- | -----------------------------------------------------------------------------------------------
|                 | Copy to: | 300 Galleria Parkway, Suite 1200Atlanta, Georgia 30337
Attn.:  Corporate Secretary             

| | SUBURBAN CONSTRUCTION, INC., aGeorgia corporation                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                         
| |                                                                                                                                         
| | By:        /s/Paul A. Criscillis, Jr.
                    
     
               
       Paul A. Criscillis, Jr., Chief Financial Officer

|(CORPORATE SEAL) | Address: | 300 Galleria Parkway, Suite 1200Atlanta, Georgia 30337
Attn.:  Chief Financial Officer
|---------------- | -------- | --------------------------------------------------------------------------------------
|                 | Copy to: | 300 Galleria Parkway, Suite 1200Atlanta, Georgia 30337
Attn.:  Corporate Secretary    

[Signatures Continued on Following Page]

---

| | SUBURBAN HOLDINGS, L.P., aGeorgia limited partnership                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                
| | By:     Suburban Management,
                                Inc., its General Partner                                         
| |                                                                                                                                
| | By:       /s/Paul A. Criscillis, Jr.
                    
     
               Paul A. Criscillis, Jr., Chief Financial Officer

| | Address: | 300 Galleria Parkway, Suite 1200Atlanta, Georgia 30337
        Attn.:  Chief Financial Officer
| | -------- | ----------------------------------------------------------------------------------------------
| | Copy to: | 300 Galleria Parkway, Suite 1200Atlanta, Georgia 30337
        Attn.:  Corporate Secretary    

| | LENDER:                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                          
| | SOUTHTRUST BANK, an Alabama Bankingcorporation, successor by
         conversion to SouthTrust Bank, N.A., a national banking corporation
| |                                                                                                                                          
| |                                                                                                                                          
| | By:        /s/William Harris
                    
    
               William Harris, Vice President                                     

| | Address: | One Georgia Center600 West Peachtree Street, Suite 450
     Atlanta, Georgia 30309Attn:  William Harris, Vice President
| | -------- | -----------------------------------------------------------------------------------------------------------------------

---

### EXHIBIT A

|LOCATION | NAME | NUMBER OF ROOMS
|-------- | ---- | ---------------

|1) | Minneapolis, MN    | Burnsville            | 135
|-- | ------------------ | --------------------- | ---
|2) | Columbus, Ohio     | NW Franklin           | 127
|3) | Chicago, Illinois  | Downers Grove        | 133
|4) | El Paso, Texas     | El Paso East          | 138
|5) | Minneapolis, MN    | Coon Rapids           | 135
|6) | San Antonio, Texas | San Antonio Northeast | 138
|7) | Dallas, Texas      | Dallas-Carrolton      | 138
|8) | Chattanooga, TN    | Lovell                | 132
|9) | Tampa, FL          | Largo                 | 132

---

### EXHIBIT B

# FORM OF COMPLIANCE CERTIFICATE

---

### EXHIBIT C

# FORM OF BORROWING BASE CERTIFICATE

---

### EXHIBIT D

# COPY OF SUBORDINATED NOTE

---

### EXHIBIT E

LEGAL DESCRIPTION OF CHICAGO OHARE PROPERTY
LEGAL DESCRIPTION: LOT 8 IN OHARE INTERNATIONAL CENTER FOR BUSINESS, BEING A
RESUBDIVISION OF HIGGINS-ELMHURST SUBDIVISION NO. 1 AND HIGGINS-ELMHURST
SUBDIVISION NO. 2 IN THE SOUTHEAST 1/4 SECTION 26, TOWNSHIP 41 NORTH, RANGE 11,
EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.

---

### SCHEDULE 207

# SAN ANTONIO, TEXAS OUTPARCEL

---

### SCHEDULE 305

# LITIGATION, CLAIMS, ETC.

---

### SCHEDULE 306

## PENDING TAX RETURNS/UNPAID TAXES

NONE

---