AMENDED
AND RESTATED LOAN AGREEMENT

     

    THIS AMENDED AND RESTATED LOAN
AGREEMENT (the “Loan
Agreement”) is made as of May 17, 2010 between DRAWBRIDGE SPECIAL OPPORTUNITIES FUND
LP, having an office at 1345 Avenue of the Americas, 46th Floor, New
York, New York 10105 (“Administrative Agent”), DRAWBRIDGE SPECIAL OPPORTUNITIES FUND
LP, FORTRESS CREDIT OPPORTUNITIES I LP, ETON PARK OPPORTUNITY FUND, L.P. AND
ETON PARK CLO MANAGEMENT 2 (together with such other lenders from time to
time a party hereto, collectively, “Lender”) and SUMMIT HOTEL PROPERTIES, LLC,
a South Dakota limited liability company, having an office at c/o The Summit
Group, 2701 South Minnesota Avenue, Suite 6, Sioux Falls, South Dakota 57105
(“Borrower”).  All
terms as used in this Agreement shall, unless otherwise defined in the main body
of this Agreement, have the meanings given to such terms in Exhibit A attached
hereto.

     

    RECITALS

     

    A.           Borrower
and Fortress Credit Corp. (as “Initial Lender”) entered into
that certain Loan Agreement, dated as of March 5, 2007 (the “Existing Loan Agreement”), pursuant to which
Initial Lender made a loan to Borrower in the principal amount of up to
Ninety-Nine Million Seven Hundred Thousand and 00/100 Dollars
($99,700,000).

     

    B.           The
Initial Lender, pursuant to certain assignment and acceptance agreements,
assigned its interest as lender to Lender.  In addition, Lender has
requested that Administrative Agent act as Administrative Agent on behalf of
each Lender and Administrative Agent has agreed to do so.

     

    C.           Lender
has agreed to certain modifications of the Loan as described in this Loan
Agreement, which amends and restates in its entirety the Existing Loan
Agreement.

     

    D.           Borrower
is the owner of a one hundred percent (100%) interest in each of the following
entities: (i) Summit Hospitality I, LLC, a Delaware limited liability company
(“SH I”), (ii) Summit
Hospitality II, LLC, a Delaware limited liability company (“SH II”), (iii) Summit
Hospitality III, LLC, a Delaware limited liability company (“SH III”), and (iv) Summit
Hospitality IV, LLC, a Delaware limited liability company (“SH IV”, (v) Summit Hospitality
V, LLC, a South Dakota limited liability company (“SH V” collectively with SH I,
SH II, SH III, and SH IV, together with SPE Owner as defined hereinafter, the
“SHP Subsidiaries” and
each individually a “SHP
Subsidiary”).

     

    E.           Borrower
is the fee or leasehold owner of certain hotel properties described on Schedule
A-1 attached hereto (the “Borrower Properties”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    F.           SHP
Subsidiaries are the fee owners of additional hotel properties described on
Schedule A-2 attached hereto (together with hotel properties owned from
time-to-time by SPE Owner, the “SHP Subsidiary Properties”
which together with the Borrower Properties and the real estate and hotel
properties which will be acquired by Borrower or SPE Owner in the future are
hereinafter referred to as, the “Properties” and each
individually, a “Property”).

     

    G.           Subject
to the terms and conditions set forth herein, Lender has agreed to loan to
Borrower the sum of up to Ninety-Nine Million Seven Hundred Thousand and No/100
Dollars ($99,700,000.00), of which amount Eighty-Five Million Four Hundred
Eighteen Thousand Eight Hundred Ten and 22/100 Dollars ($85,418,810.22) has been
advanced by Lender to Borrower as of the date hereof.

     

    NOW,
THEREFORE, in consideration of the covenants and agreements contained herein and
in the other Loan Documents and other good and valuable consideration, the
receipt of which is hereby acknowledged, Lender and Borrower hereby covenant and
agree as follows:

     

    ARTICLE
I

     

    LOAN
PROVISIONS

     

    Section
1.1.           Loan.  Subject
to the terms and conditions set forth herein, Lender has agreed to loan to
Borrower the amount of up to Ninety-Nine Million Seven Hundred Thousand and
No/100 Dollars ($99,700,000.00) (the “Loan”), of which
$85,418,810.22 has been advanced by Lender to Borrower as of the date
hereof.

     

    Section
1.2.           Term of
Loan.  On the Maturity Date (as the same may be accelerated
pursuant to the provisions of the Loan Documents or otherwise), the entire Debt,
including all amounts outstanding under the Note, all accrued interest thereon
and all other amounts due and payable to Lender hereunder and under the other
Loan Documents, if not sooner paid or payable pursuant to the Loan Documents,
shall become due and payable in full.

     

    Section
1.3.           Interest/Prepayment.  Interest
due under the Note shall accrue and become payable as set forth
therein.  Voluntary prepayment under the Note may be made only as set
forth in the Note.

     

    Section
1.4.           Intentionally
Omitted

     

    Section
1.5.           Intentionally
Omitted.

     

    Section
1.6.           Intentionally
Omitted.

     

    Section
1.7.           Extension
Option.  Borrower shall have the option to extend the Scheduled
Maturity Date to the Extended Maturity Date (the “Extension
Option”).  Borrower’s right to exercise the Extension Option
shall be subject to the satisfaction of each of the following conditions , if
(and only if) each of the following conditions (“Extension Conditions”) have
been satisfied within the applicable time periods:


    
      
         


      

      
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    (i)           Borrower
shall have delivered to Administrative Agent written notice (the “Extension Notice”) of
Borrower’s decision to extend the Scheduled Maturity Date pursuant to this
Section at least sixty (60) days but not more than ninety (90) days prior to the
Scheduled Maturity Date.  The Extension Notice, upon its delivery to
Administrative Agent, shall be irrevocable;

     

    (ii)          No
Event of Default shall have occurred and no Unmatured Default shall have
occurred and be continuing (i) at the time Borrower gives the Extension Notice
and (ii) on the Scheduled Maturity Date, and on the Scheduled Maturity Date
Borrower shall have delivered to Administrative Agent an Officer’s Certificate
to that effect;

     

    (iii)         On
or before the Scheduled Maturity Date, Borrower shall have paid or provided
Administrative Agent sufficient funds for the payment of all Loan Expenses
incurred by each Lender in connection with the Extension Option;

     

    (iv)         Intentionally
Omitted;

     

    (v)          Each
representation and warranty made in the Loan Documents by a Loan Party shall
continue to be true and correct as if remade on the Scheduled Maturity Date, and
on the Scheduled Maturity Date, Borrower shall have delivered an Officer’s
Certificate to that effect;

     

    (vi)         If
required by Administrative Agent, on or before the Scheduled Maturity Date,
Borrower shall obtain and deliver to Administrative Agent an interest rate
protection agreement in a form and from a counterparty acceptable to
Administrative Agent in its sole discretion and shall be effective for the
period commencing on the day immediately following the Scheduled Maturity Date
and ending on the Extended Maturity Date;

     

    (vii)        If
an interest rate protection agreement is required pursuant to clause (vi) above,
Borrower shall deliver a counterparty legal opinion in form and substance
acceptable to Administrative Agent and from counsel acceptable to Administrative
Agent with respect to the interest rate protection agreement;

     

    (viii)       On
or before the Scheduled Maturity Date, Borrower shall have delivered to
Administrative Agent UCC Searches, with a search date not more than 30 days
prior to the Scheduled Maturity Date, confirming the filing of the Financing
Statements in favor of Administrative Agent on behalf of each Lender, and
disclosing no other security interests, liens, encumbrances, judgments, filed
actions or bankruptcy filings by or against any of the SHP Subsidiaries,
Borrower or Guarantor with respect to the Collateral other than the Permitted
Exceptions;


    
      
         


      

      
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    (ix)         
On or before the Scheduled Maturity Date, Borrower shall have delivered to
Administrative Agent a Borrower Estoppel Certificate in form and substance
acceptable to Administrative Agent with an effective date not more than 5 days
prior to the Scheduled Maturity Date;

     

    (x)           On
or before the Scheduled Maturity Date, Borrower shall prepay the Loan by at
least Ten Million Dollars ($10,000,000) (the “Minimum Principal Amortization”);
provided however that the Minimum Principal Amortization shall be reduced by an
amount equal to fifteen (15%) percent of the aggregate amount of all reductions
of the total outstanding Senior Loan principal balance made on or after March 6,
2010 excluding any pay down of the Senior Loan in connection with the Transfer
of a Property.  Proceeds from the Transfer of a Property which are
used to pay down the Loan are considered a prepayment of the
Loan.  For the avoidance of doubt, any reduction in Senior Loan
principal balance or in the Minimum Principal Amortization amount does not
reduce the amount of the Debt;

     

    (xi)          On
or before the Scheduled Maturity Date, each Loan Party shall have delivered to
Administrative Agent its most current certified financial statement showing no
Material Adverse Change from those delivered to Administrative Agent or any
Lender prior to the date hereof and a certification from such Loan Party that
since the date of such statement there has been no Material Adverse
Change;

     

    (xii)         On
or before the Scheduled Maturity Date, the Properties shall have a Debt Service
Coverage Ratio of at least 1.15 to 1.00.  The debt Service Coverage
Ratio, for purposes of this Section 1.7 only, shall be measured using financial
results for the most recent period available on or before the Scheduled Maturity
Date;

     

    In the
event that any of the foregoing Extension Conditions is not satisfied strictly
in accordance with the terms hereof or waived by the Requisite Lenders (or in
the case if (ii) and (iii), each Lender) in writing, the Extension Option shall
be null and void, and the Loan shall mature on the Scheduled Maturity
Date.

     

    ARTICLE
II

     

    LOAN
DOCUMENTS; SECURED OBLIGATIONS

     

    Section
2.1.          Loan
Documents.  The Obligations shall be evidenced and secured by
the following documents, all dated as of the date hereof (except as otherwise
noted below) (collectively, together with any Amendments thereto, the “Loan Documents”):

     

    (a)          this
Agreement and the Joinder hereto;

     

    (b)          that
certain Amended and Restated Promissory Note dated as of the date hereof in the
principal amount of up to $99,700,000 given by Borrower to Administrative Agent
for the benefit of each Lender and evidencing the Loan (together with any
Amendments thereto, the “Note”);


    
      
         


      

      
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    (c)          those
certain Pledge and Security Agreements given by Borrower to Administrative Agent
for the benefit of each Lender constituting a perfected pledge and assignment of
Borrower’s 49% interest in SHP Subsidiaries; (such agreements collectively,
together with any Amendments thereto, the “Pledge and Security
Agreement”;

     

    (d)      
   the Financing Statements;

     

    (e)          that
certain Amended and Restated Guaranty of Recourse Obligations from Guarantor in
favor of Administrative agent for the benefit of each Lender (together with any
Amendments thereto, the “Guaranty of Recourse
Obligations”);

     

    (f)     
     that certain Subordination of Management Agreement
executed by Borrower and the Approved Manager and Initial Lender as assigned to
Administrative Agent as of the date hereof;

     

    (g)          [Intentionally
Omitted];

     

    (h)          that
certain Certificate of Ownership Chart executed by Borrower in favor of
Administrative Agent on behalf of each Lender;

     

    (i)           that
certain Environmental Representation, Warranty and Indemnification Agreement
from Borrower and Guarantor in favor of Initial Lender (together with any
Amendments thereto and as assigned to the Administrative Agent as of the date
hereof, the “Environmental
Indemnity”);

     

    (j)           the
First Mortgages and the Second Mortgage;

     

    Section
2.2.          Obligations.  The
grants, assignments, pledges, encumbrances and transfers made under the Loan
Documents are given for the purpose of securing (i) the payment of the Debt; and
(ii) the performance of all other agreements, covenants, conditions and
obligations of the Borrower and the other Loan Parties contained herein or in
the other Loan Documents (collectively, items (i) and (ii) are the “Obligations”).

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES

     

    Section
3.1.          Representations and
Warranties.  The Recitals set forth above are made a part of
this Article and constitute representations and warranties of Borrower to
Lender.  The Borrower further represents and warrants to
Administrative Agent and each Lender as follows:

     

    (a)          Closing
Conditions.  Borrower has fully satisfied and/or delivered to
Administrative Agent as of the Closing Date all items required by Section
4.1.


    
      
         


      

      
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    (b)          Loan
Documents.  Each of the Loan Documents is in full force and
effect.

     

    (c)          No Event of
Default.  No Event of Default or Unmatured Default has occurred
as of the date hereof.

     

    (d)          No
Set-Off.  Except as otherwise specifically set forth herein,
the Loan Documents and the performance of each Loan Party’s obligations
thereunder, are not subject to any right of rescission, set-off, counterclaim or
defense by any Loan Party, including the defense of usury, nor would the Loan
Parties’ respective obligations therein nor the exercise of any of the terms of
the Loan Documents, or the exercise of any right thereunder, render the Loan
Documents or any remedy provided for thereunder unenforceable, and no Loan Party
has asserted any right of rescission, set-off, counterclaim or defense with
respect thereto.

     

    (e)          Lien of Loan
Documents.  Each of the Loan Documents which purports to grant
or assign to Administrative Agent for the benefit of each Lender a Lien or
security interest in any Collateral creates a valid, enforceable Lien on the
Collateral in favor of Administrative Agent for the benefit of each Lender,
subject only to Permitted Exceptions.  Upon the filing of the
Financing Statements in the filing offices set forth in Exhibit S, Administrative
Agent and each Lender will have a perfected security interest in each item of
Collateral.  Other than the Financing Statements or any Permitted
Exceptions, no Loan Party has executed any UCC financing statements in favor of
any other Person with respect to any of the Collateral.  The
recordings, filings and actions set forth on Exhibit S are all the actions
necessary in order to establish, protect and perfect the interest of the
Administrative Agent  and each Lender in the
Collateral.  Other than the financing statements in favor of
Administrative Agent for the benefit of each Lender, and any rights granted to
Senior Lenders pursuant to those UCC-1 financing statements delivered to Lender
as required on Exhibit O, no Loan Party has executed any UCC-1 financing
statements in favor of any other Person with respect to the
Collateral.

     

    (f)       
   Organization; Good Standing;
Formation and Organization Documents.  Each Loan Party (other
than a Loan Party that is a natural person) is duly organized, validly existing
and in good standing and qualified to do business in the jurisdiction of its
organization and in each State where the Properties are located, and each such
Loan Party has all requisite organizational power and authority to execute,
deliver and perform its obligations under each Loan Document to which it is a
party.  Borrower has delivered to Administrative Agent all formation
and Organizational Documents of each Loan Party (other than a Loan Party that is
a natural person), and all such formation and Organizational Documents remain in
full force and effect and have not been amended or modified since they were
delivered to Administrative Agent.


    
      
         


      

      
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    (g)          Due Authorization;
Enforceability.  Each Loan Party and its members, managers,
partners, shareholders, officers and/or directors, as applicable, have taken all
necessary action to authorize the execution, delivery and performance of each
Loan Document, and no consent, authorization or approval of any Person is
necessary to authorize each Loan Party to execute, deliver and perform its
obligations under each Loan Document to which it is a party except for the
written consent obtained from the Persons set forth on Exhibit E, which consents
remain in full force and effect, with copies thereof provided to Administrative
Agent.  Each of the Loan Documents has been duly executed and
delivered by or on behalf of each applicable Loan Party that is a party thereto,
and constitutes the legal, valid and binding obligations of each such Loan Party
enforceable against each such Loan Party in accordance with its terms, and as of
the Closing Date there are no defenses, including the defense of usury, to such
enforceability.

     

    (h)          No
Conflicts.  The execution, delivery and performance of each
Loan Document by each applicable Loan Party does not and will not (i) conflict
with or result in or cause any violation under any Applicable Law, (ii) conflict
with or result or cause a breach of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust, loan
agreement, partnership agreement, operating agreement or other agreement or
instrument to which such Loan Party is party or by which such Loan Party’s
property or assets are subject, (iii) result in the creation or imposition of
any Lien, charge or encumbrance (other than pursuant to the Loan Documents) upon
any of the property or assets of any Loan Party, or (iv) result in any violation
of the provisions of any statute or any order, rule or regulation of any court
or governmental agency or body having jurisdiction over such Loan Party or any
of its properties or assets.  No Loan Party is a party or subject to
(i) any restriction in its Organizational Documents that materially affects its
business or the use or ownership of any of its properties or operation of its
business as presently used, owned, operated or contemplated or (ii) any
contract, agreement or restriction that materially and adversely affects its
business or the use or ownership of any of its properties or operation of its
business as presently contemplated.  No Loan Party is a party or
subject to any contract or agreement which restricts its right or ability to
incur the Debt, and no Loan Party is a party or subject to any contract or
agreement which restricts its right or ability to enter into the Loan Documents
to which it is a party or which prohibits any Loan Party’s execution or
performance of its obligations under this Agreement or any of the other Loan
Documents, the Borrower’s obtaining the Loan, the Guarantor’s guaranty of the
Obligations and the Loan Parties’ providing security for the Obligations as
provided herein.  No Loan Party has agreed or consented to cause or
permit in the future (upon the happening of a contingency or otherwise) any of
the Collateral, whether now owned or hereafter acquired, to be subject to a Lien
that is not a Permitted Lien.  As of the date hereof, each Loan Party
has provided, to the Administrative Agent, accurate and complete copies of all
of the following agreements or documents to which such Loan Party is
subject:  (a) all Leases with respect to the Properties; (b) all Hotel
Management Agreements with respect to the Properties; (c) all Senior Loan
Agreements; (d) all instruments and agreements evidencing the issuance of any
equity securities, warrants, rights or options to purchase equity securities of
any Loan Party or any Subsidiary of any Loan Party; and (e) all Organizational
Documents of any Loan Party.  All such agreements are in full force
and effect and are not presently subject to termination because of an existing
default by a Loan Party or, to the best knowledge of each Loan Party,
otherwise.  Except to the extent obtained and delivered to
Administrative Agent in writing prior to the Closing Date, no registration,
qualification, designation, declaration or filing with, any Person or any
Governmental Authority (other than the filing of financing statements and
continuation statements) is or will be necessary in connection with the
execution and delivery of this Agreement or any other Loan Documents by each
Loan Party a party thereto, consummation by each Loan Party a party thereto of
the transactions herein or therein contemplated, including the Borrower’s
obtaining the Loan, the Guarantors’ guaranty of the Obligations and the Loan
Parties’ granting security for the Obligations, performance of or compliance by
each Loan Party a party thereto with the terms and conditions hereof or thereof
or the legality, validity and enforceability hereof or thereof.


    
      
         


      

      
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    (i)           Governmental
Consents.  Other than the permits and licenses referred to in
Section 3.1(bb), no
other consent, approval, authorization or order of, or qualification with, any
court or Governmental Authority or any Person is required in connection with the
execution, delivery or performance by any Loan Party of the Loan
Documents.

     

    (j)           No
Litigation.  There are no actions, suits or proceedings at law
or in equity by or before any Governmental Authority or Person now pending
against or affecting the Properties, the Collateral or any Loan Party other than
such actions, suits or proceedings (A) described in Exhibit C or (B) which has a
maximum potential liability less than of $50,000.00.

     

    (k)          No
Restriction.  No Loan Party is in default (after any applicable
notice and grace period) in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in any agreement or
instrument to which it is a party which could have a Material Adverse
Effect.

     

    (l)           Ownership
Interests.  The Ownership Chart attached hereto as Exhibit D (the “Ownership Chart”) is true,
correct and complete as of the date thereof and has not materially changed
between the date thereof and the Closing Date.  Except as set forth on
Exhibit D, no other
Person has any direct or indirect ownership interest in the Properties, SHP
Subsidiaries or Borrower.

     

    (m)         Chief Executive
Office.  Borrower’s principal place of business and chief
executive office is 2701 South Minnesota Avenue, Suite 6, Sioux Falls, South
Dakota 57105.

     

    (n)          Financial
Condition.  Each financial statement concerning each Loan Party
and the Properties provided to Administrative Agent in connection with the Loan,
and hereafter from time to time, fairly and accurately presents, in accordance
with generally accepted account principles consistently applied, in all material
respects the financial position of each such Loan Party and the Properties, as
the case may be, as of the date of such financial statement.  Each
such financial statement has been prepared in accordance with the requirements
of Section
5.16(c).  Except as disclosed to the Administrative Agent,
there have occurred no changes or circumstances to such financial data or the
financial condition of the Properties, the Borrower or any Loan Party which
individually or in the aggregate have had or may result in a Material Adverse
Change.


    
      
         


      

      
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    (o)          Fraudulent Transfer;
Solvency.  None of the Loan Parties have entered into the Loan
Documents with the actual intent to hinder, delay, or defraud any creditor or
any other Person, and each Loan Party has received reasonably equivalent value
in exchange for its obligations under the Loan Documents.  As of the
Closing Date, after giving effect to the transactions contemplated by the Loan
Documents, the Borrower and SHP Subsidiaries are solvent and the fair saleable
value of each Loan Party’s assets exceeds and will, immediately following the
execution and delivery of the Loan Documents, exceed such Loan Party’s total
liabilities, including subordinated, unliquidated, disputed or contingent
liabilities.  The fair saleable value of each Loan Party’s assets
will, immediately following the execution and delivery of the Loan Documents, be
greater than such Loan Party’s probable liabilities, including the maximum
amount of its contingent liabilities or its debts as such debts become absolute
and matured.  Each Loan Party’s assets, immediately following the
execution and delivery of the Loan Documents, will not constitute unreasonably
small capital to carry out its business as conducted or as proposed to be
conducted.  As of the Closing Date, no Loan Party intends or believes
that it will, incur debts and liabilities (including contingent liabilities and
other commitments) beyond its ability to pay such debts as they mature (taking
into account the timing and amounts to be payable on or in respect of its
obligations).  No Loan Party has any knowledge of any tenant presently
contemplating the filing of a petition by it under any Bankruptcy Law or the
liquidation of all or a major portion of its assets or property.

     

    (p)          No Bankruptcy
Filing.  No Loan Party is a debtor in any outstanding action or
proceeding pursuant to any Bankruptcy Law and no Loan Party is (i) contemplating
either the filing of a petition by it under any Bankruptcy Law or the
liquidation of all or any portion of its assets or property, and (ii) no Loan
Party is aware that any other Person is contemplating the filing against any
Loan Party of a petition under any Bankruptcy Law.

     

    (q)          Single
Purpose.  Each of the SHP Subsidiaries was formed solely for
the purpose of acquiring its direct or indirect interest in its respective SHP
Subsidiary Properties.  Since the formation of each of the SHP
Subsidiaries:

     

    (i)           Neither
Borrower nor any SHP Subsidiary has incurred any Indebtedness, other than
Permitted Debt;

     

    (ii)          SHP
Subsidiaries have never owned, and do not now own, nor will the SHP Subsidiaries
ever own any asset or property other than (A) the respective SHP Subsidiaries’
Properties, and (B) other assets incidental to its ownership or operation of
such Properties; and

     

    (iii)         Each
Loan Party has at all times complied with and will continue to comply with the
provisions of its respective Organizational Documents and the laws of the State
in which such Loan Party was formed and or any other state where laws governing
the activities of such Loan Party.


    
      
         


      

      
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    (r)           Control.  Except
for the powers granted to the Independent Members in the SHP Subsidiaries,
Borrower has the power and authority and the requisite Ownership Interests to
control the actions of the SHP Subsidiaries.  Without limiting the
foregoing and except for the powers granted to the Independent Members in the
SHP Subsidiaries, Borrower has sufficient control over SHP Subsidiaries to cause
SHP Subsidiaries to (i) take any action on SHP Subsidiaries’ part required by
the Loan Documents and (ii) refrain from taking any action prohibited by the
Loan Documents.

     

    (s)          Intentionally
Omitted.

     

    (t)           Employees.  No
Loan Party (other than Borrower and Guarantor) has any employees.

     

    (u)          Title.  Borrower
has good and marketable fee simple or leasehold, as applicable, title to the
Borrower Properties free and clear of all liens, encumbrances and charges
whatsoever other than Permitted Exceptions.  SHP Subsidiaries have
good and marketable fee simple or leasehold title to the SHP Subsidiary
Properties free and clear of all liens, encumbrances and charges whatsoever
other than Permitted Exceptions.  None of the Permitted Exceptions has
a Material Adverse Effect or otherwise materially interferes with the Intended
Use of the Properties, with the value of the Properties, or with the ability of
any Loan Party to perform its obligations under the Loan
Documents.  Any Loan Party purporting to grant to Lender a Lien on any
other Collateral has good and marketable title in and to such Collateral free
and clear of all liens, encumbrances and charges whatsoever other than the Lien
created by the Loan Documents in favor of Administrative Agent for the benefit
of each Lender and the Permitted Exceptions.

     

    (v)          Flood
Zone.  Except for those Properties for which Borrower has
delivered to Administrative Agent reasonably acceptable proof of appropriate
flood insurance, no portion of the Properties is located in an area as
identified by the Federal Emergency Management Agency or the Federal Insurance
Administration as an area having special flood hazards (Zone A or Zone
V).

     

    (w)         Parking.  The
Properties and the Improvements have and will at all times have, or have
easement rights to, a sufficient number of parking spaces to comply with
Applicable Law and with all obligations under the Material Agreements and Senior
Loan Documents.

     

    (x)           Access.  Each
of the Properties have adequate rights of access to dedicated public ways either
abutting the Properties or through Easement Areas (and makes no use of any means
of access, ingress or egress that is not pursuant to such dedicated public ways
or Easement Areas).  All roads necessary for the full utilization of
each of the Properties for all current and Intended Uses have been completed and
paid for and are either part of the Properties (by way of deed, easement or
ground lease) or dedicated to public use and accepted by all Governmental
Authorities.


    
      
         


      

      
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    (y)    
     Utilities.  Each
of the Properties is served by water, electric, sewer, sanitary sewer and storm
drain facilities and all other utilities necessary and sufficient for all
current and Intended Uses, and such utilities enter each of the Properties
directly from a public right-of-way abutting the Properties or through Easement
Areas, and all such utilities are connected so as to serve the Properties
without passing over other property other than Easement Areas.

     

    (z)           No
Encroachments.  Except for immaterial encroachments of certain
Improvements across boundaries and building restriction lines of the Properties
and immaterial encroachments of improvements on adjoining properties onto
certain of the Properties, the Improvements lie wholly within the boundaries and
building restriction lines of the Properties and do not encroach upon easements
or other encumbrances upon the Properties, including any required set-back, and
no improvements on adjoining properties encroach upon the
Properties.

     

    (aa)        Compliance with Applicable
Law; Zoning.  Each of the Properties  (including the
Intended Use) is in compliance with Applicable Law, including the
ADA.  Each of the Properties currently comply with all zoning
requirements and do not rely on any pre-existing use or rights.

     

    (bb)    
   Permits and
Licenses.  All licenses and permits required, including all
liquor licenses, based on Applicable Law in effect on the Closing Date, to own,
operate, manage or maintain the Properties for all current or Intended Uses have
been obtained, paid for and are in full force and effect as of the date
hereof.

     

    (cc)        Forfeiture.  There
has not been committed by any Loan Party any act or omission affording any
Governmental Authority the right of forfeiture as against (i) any of the
Properties, or (ii) any part thereof or direct or indirect Ownership Interest
therein or any amounts paid in performance of the Obligations or (iii) any
license or permit.  No Loan Party has purchased any of the Properties
or any portion thereof or direct or indirect Ownership Interest therein with the
proceeds of any illegal activity.

     

    (dd)      
 Casualty.  The
Properties have not been damaged or injured as a result of any fire, explosion,
accident, flood or other casualty, which damage or injury has not been fully
repaired and the respective Properties restored.

     

    (ee)        No
Condemnation.  No condemnation or eminent domain proceeding has
been commenced, or, to the Borrower’s Knowledge, is pending or threatened
against any of the Properties or any roadways or Easement Areas providing access
to any of the Properties.

     

    (ff)         No
Violations.  No Loan Party has received any notice of
violations of any Applicable Law in respect to any of the
Properties.


    
      
         


      

      
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    (gg)       Insurance.  Borrower
and SHP Subsidiaries have obtained Policies satisfying the insurance coverages,
amounts and other requirements set forth in this Agreement (or, if applicable in
the Senior Loan Documents) and, to Borrower’s Knowledge, no Person, has done, by
act or omission anything which would impair the coverage of any such
Policy.

     

    (hh)       Management
Agreement.  Borrower has delivered or has caused to be
delivered to Administrative Agent a true, complete and correct copy of each of
the Management Agreements as of the date hereof, which are in full force and
effect and free from default by any Loan Party or, to Borrower’s Knowledge, the
manager thereunder as of the date hereof.  Other than the Management
Agreements, agreements for the rental of guestrooms and Leases, there are no
other agreements in existence relating to the management or leasing of the
Properties.

     

    (ii)          All
Properties consisting solely of vacant land are, to Borrower’s Knowledge,
suitable for development into hotel properties and to Borrower’s Knowledge,
substantially all required zoning, licensing or authorizations necessary to
build and operate a hotel on each such property are reasonably obtainable in the
ordinary course of Borrower’s business.

     

    (jj)          Leases.

     

    (i)           Borrower
has delivered or has caused to be delivered to Administrative Agent true,
correct and complete copies of all executed Leases on or before the Closing
Date.  No tenant or other Person has any option, right of first
refusal or similar preferential right to purchase all or any portion of the
Properties.  Except as disclosed to Administrative Agent in writing,
as of the date hereof, the Leases are in full force and effect and there are no
defaults thereunder by any Loan Party or, to Borrower’s Knowledge with respect
to any Leases, the tenant thereunder, which have a Material Adverse
Effect.  All Leases have been entered into in the name of Borrower or
a SHP Subsidiary or have been duly assigned to Borrower or a SHP Subsidiary, and
Borrower or a SHP Subsidiary is the landlord under all Leases. No Person has any
possessory interest in any of the Properties or right to occupy the same except
under and pursuant to the provisions of the Leases and the Permitted Exceptions,
and hotel guests.

     

    (kk)        Material
Agreements.  Exhibit J attached hereto sets
forth a list of all Material Agreements entered into by any Loan Party on or
before the Closing Date, and all Material
Agreements entered into after the Closing Date will comply with the Loan
Documents and the Senior Loan Documents in all material respects.  All
Material Agreements have been or will be entered into in the name of the
Borrower, Guarantor or a SHP Subsidiary or have been duly assigned to and
assumed by Borrower, Guarantor or a SHP Subsidiary.  The Material
Agreements are in full force and effect and there are no defaults thereunder by
any Loan Party or, to Borrower’s Knowledge, any other party thereto as of the
date hereof which have a Material Adverse Effect.


    
      
         


      

      
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    (ll)          Intentionally
Omitted.

     

    (mm)      Taxes and
Assessments.  Each Loan Party’s federal tax identification
number is set forth on Exhibit
U.  All taxes and governmental assessments relating to the
Properties are current and are not delinquent.  Each Loan Party has
filed, or caused to be filed, all tax returns (federal, state, local and
foreign) required to be filed and paid all amounts of taxes shown thereon to be
due (including interest and penalties) and has paid all other taxes, fees,
assessments and other governmental charges (including mortgage recording taxes,
documentary stamp taxes and intangible taxes) owing (or necessary to preserve
any liens in favor of Administrative Agent and each Lender) by it, except for
taxes which are not yet due and payable.  There are no existing,
pending or, to Borrower’s Knowledge, proposed, special or other assessments for
public improvements or otherwise affecting the Properties other than as
reflected on Exhibit M
attached hereto.

     

    (nn)       Separate Tax
Lot.  Except as set forth on Exhibit V, each of the
Properties consist of a separate tax lot or lots and said lot or lots do not
include any property not included within the Properties.

     

    (oo)       ERISA.  No
Loan Party or any ERISA Affiliate of a Loan Party is an “employee benefit plan,”
as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of
the assets any Loan Party constitutes or will constitute “plan assets” of one or
more such plans within the meaning of 29 C.F.R. Section 2510.3
101.  The consummation of the transaction contemplated hereby will not
constitute or result in any transaction prohibited by Section 406 of ERISA or
Section 4975 of the Code.

     

    (pp)       Margin
Stock.  No Loan Party is engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock, and no proceeds
of the Loan will be used for a purpose which violates, or would be inconsistent
with Federal Reserve System Board of Governors’ Board Regulation U or X (as such
terms are used in Federal Reserve System Board of Governors’ Board Regulation U
or X or any regulations substituted therefor, as from time to time in effect),
or for any purposes prohibited by Applicable Law or by the terms and conditions
of the Loan Documents or Senior Loan Documents.

     

    (qq)       Foreign
Person.  No Loan Party is a “foreign person” within the meaning
of § 1445(f)(3) of the Internal Revenue Code.

     

    (rr)         Investment Company; Public
Utility Holding Company.  No Loan Party is an “investment
company” or a “company controlled by an investment company” or an “affiliated
person” or “promoter” or “principal underwriter” for, an “investment company,”
within the meaning of the Investment Company Act of 1940, as amended, or a
“holding company,” or a “subsidiary company” of a “holding company,” or an
“affiliate” of a “holding company” or of a “subsidiary company” of a “holding
company,” within the meaning of the Public Utility Holding Company Act of 1935,
as amended.


    
      
         


      

      
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    (ss)        Full and Accurate
Disclosure.  No statement of fact made by or on behalf of any
Loan Party by any Person in any Loan Document or in any financial statement,
certificate, report, exhibit or document furnished by such Loan Party to the
Lender pursuant to or in connection with this Agreement contains any untrue
statement of a material fact or omits to state any material fact necessary to
make statements contained herein or therein not misleading.  There is
no fact known to any Loan Party which has not been disclosed in writing to
Administrative Agent or any Lender which has resulted in or may result in a
Material Adverse Change.  All reports, documents, instruments,
information and forms of evidence delivered to Lender concerning the Loan or
security for the Loan or required by the Loan Documents are accurate and correct
in all material respects and sufficiently complete to give Lender true and
accurate knowledge of their subject matter, and do not contain any
misrepresentation or omission.  There are no facts known (or which
should upon the exercise of reasonable diligence be known) to any Loan Party
that, individually or in the aggregate, would have any reasonable likelihood of
resulting in or causing a Material Adverse Change which have not been set forth
in the financial statements delivered to Lender or otherwise disclosed in
writing to the Lender prior to the date hereof.

     

    (tt)         Use of Loan
Proceeds.  Borrower used the proceeds of the Loan solely for
purposes set forth in the Existing Loan Agreement or as otherwise approved by
Lender or Initial Lender.

     

    (uu)       Senior
Loan.

     

    (i)           There
is no default or event of default under any of the Senior Loan Documents and no
event or circumstance has occurred which with the giving of notice or the
passage of time, or both, would constitute a default or event of default under
the Senior Loan Documents.

     

    (ii)          All
of the representations and warranties of any Loan Party under the Senior Loan
Documents are true, complete and correct.

     

    (iii)         There
are no Senior Loan Agreements other than those set forth on Exhibit L attached
hereto.  Borrower has delivered to Administrative Agent or has agreed
to deliver to Administrative Agent true, complete and correct copies of all
Senior Loan Agreements, and none of the Senior Loan Agreements has been amended
or modified as of the date thereof.

     

    (vv)       Environmental.  Except
as set forth in the Environmental Reports, (A) the Properties and each portion
thereof is in full compliance with all applicable Environmental Laws, (B) there
have been no past and there are no pending or threatened claims, complaints,
notices or requests for information known to or received by any Loan Party with
respect to any violation or alleged violation of, or any liability or alleged
liability under, any Environmental Law in connection with or relating to the
Properties or any portion thereof, (C) there have been no releases of Hazardous
Materials at, on or under any of the Properties or any portion thereof; (D)
there are no underground storage tanks, active or abandoned, owned or leased, at
any of the Properties; (E) there are no polychlorinated biphenyls or friable
asbestos present at any of the Properties and (F) no condition exists at, on or
under any of the Properties or any portion thereof, which with the passage of
time or the giving of notice or both would give rise to liability under any
Environmental Law.


    
      
         


      

      
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    (ww)      Filing and Recording
Taxes.  All transfer taxes, recording taxes, deed stamps,
intangible taxes or other amounts in the nature of transfer taxes or recording
taxes, charges or fees or similar charges required to be paid by any Person
under Applicable Law in connection with the Loan have been paid.  All
mortgage, mortgage recording, stamp, intangible or other similar taxes required
to be paid by any Person under Applicable Law in connection with the execution,
delivery, recordation, filing, registration, perfection or enforcement of any of
the Loan Documents have been paid.

     

    (xx)         No Brokerage
Fees.  No Loan Party has agreed to pay any brokerage or other
fee, commission or compensation to any Person in connection with the Loan to be
made hereunder.  Borrower shall indemnify Lender from any obligation
with respect to any brokerage fee claimed to be due to Riverside Management
Group or any other party.

     

    (yy)       
Personal Holding
Company.  No Loan Party is a “personal holding company” as
defined in Section 542 of the Code.

     

    (zz)         Franchise
Agreement.  Borrower has delivered to Administrative Agent
true, correct, accurate and complete copies of representative Franchise
Agreements with respect to the Properties and no verbal or written agreements
exist which terminate, modify or supplement the Franchise
Agreements.  The Franchise Agreements are in full force and effect and
there is no default thereunder by any party thereto and no Unmatured Default has
occurred thereunder.  Administrative Agent  and each Lender
acknowledges that from time to time, a franchisor will send a notice of default
to a Loan Party based upon a condition of a Property, but simultaneously grants
an extended cure period to such Loan Party.  Such types of default
notices shall not be considered a breach hereunder, provided, (i) such default
is cured within such extended cure period, and (ii) the Loan Party sends a copy
of such notice to Lender on the date that is one half of the number of days of
such extended cure period after receipt of such notice if the default has not
been cured before such date.

     

    Section
3.2.          Representations and
Warranties to be Continuing.  Borrower hereby represents and
warrants that, except as otherwise provided in this Section 3.2, all of the
representations and warranties in Section 3.1 are true and
correct as of the Closing Date and will continue to be true throughout the term
of the Loan as if remade at all times afterwards.  All representations
and warranties made in this Agreement or in any other document delivered to
Administrative Agent or any Lender by or on behalf of any Loan Party shall
survive the making of the Loan and shall continue in full force and effect until
the Obligations are fully satisfied.  Borrower shall inform
Administrative Agent in writing within five (5) Business Days upon discovering
any breach of such representations or warranties, it being understood and
acknowledged that any such discovery by any Loan Party or any other Person
having an Ownership Interest shall be deemed to be the discovery by
Borrower.


    
      
         


      

      
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    Section
3.3.          Acknowledgment of Lender’s
Reliance.  The Borrower acknowledges that Administrative Agent
and each Lender has made the Loan and entered into this Amended and Restated
Loan Agreement in reliance upon the representations and warranties contained in
the Loan Documents or any certificate delivered to Administrative Agent pursuant
to the Loan Documents.  The Administrative Agent  and each
Lender shall be entitled to such reliance notwithstanding any investigation
which has been or will be conducted by Administrative Agent or any Lender or on
their behalf.

     

    ARTICLE
IV

     

    CONDITIONS
PRECEDENT

     

    Section
4.1.          Conditions
Precedent.  The obligation of Administrative Agent and each
Lender to enter into this Amended and Restated Loan Agreement is subject to the
fulfillment by Borrower of the following conditions precedent each in form and
substance satisfactory to Administrative Agent and each Lender and Borrower
represents and warrants to Administrative Agent and each Lender that Borrower
has satisfied (except to the extent specifically waived in writing by Lender)
all of the following conditions precedent:

     

    (a)          Senior
Loan.

     

    (i)           The
Loan Parties shall not be in default with respect to any of the Senior
Loans.

     

    (ii)           The
form and substance of the Senior Loan Agreements shall be satisfactory to
Administrative Agent and each Lender, and Borrower shall have delivered to
Administrative Agent true, complete, correct and fully executed copies of all
Senior Loan Agreements.

     

    (b)          Representations and
Warranties.  The representations and warranties of all of the
Loan Parties contained in the Loan Documents shall be true and correct in all
material respects on and as of the date hereof.

     

    (c)          No Event of
Default.  No Event of Default shall have occurred and no
Unmatured Default shall have occurred and shall be continuing; and each Loan
Party shall be in compliance in all material respects with all terms and
conditions set forth in each Loan Document on its part to be observed or
performed.

     

    (d)          Administrative
Agent shall have received an Officer’s Certificate and other reasonably
satisfactory evidence (including Borrower’s financial statements) that Borrower
has, and shall have at all times that any of the Obligations are outstanding,
aggregate member’s equity of not less than $100,000,000 in the SHP Subsidiaries
and the Borrower Properties (the “Member’s
Equity”).  No funds loaned to or borrowed by any Loan Party
shall count towards the Equity Contribution.


    
      
         


      

      
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    (e)          Material Adverse
Effect.  No event or series of events shall have occurred which
has had or is reasonably likely to have a Material Adverse Effect.

     

    (f)           Litigation.  No
law or regulation shall have been adopted, no order, judgment or decree of any
Governmental Authority shall have been issued and no litigation shall be pending
or threatened in writing, which in Lender’s reasonable judgment could have a
Material Adverse Effect.

     

    (g)          Casualty.  No
Casualty has occurred or Condemnation proceeding has been initiated, which in
Lender’s sole and absolute discretion, could have a Material Adverse
Effect.

     

    (h)          Closing
Expenses.  Administrative Agent shall have received
reimbursement for all of Administrative Agent’s Closing Expenses (including
Professional Fees).

     

    (i)           Intentionally
Omitted.

     

    (j)           Required
Deliveries.  Lender shall have received, reviewed and approved
each of the items set forth on Exhibit O attached hereto,
each of which shall be in form and content acceptable to Administrative
Agent.

     

    (k)          Underwriting
Assumptions.  Each Lender shall be satisfied that all
underwriting assumptions upon which each Lender based its approval of the Loan
(the “Underwriting
Assumptions”) are satisfied.

     

    (l)           Details, Proceedings and
Documents.  All legal details and proceedings in connection
with the transactions contemplated by this Agreement and the other Loan
Documents shall be satisfactory to the Administrative Agent and each Lender and
the Administrative Agent shall have received all such counterpart originals or
certified or other copies of such documents and proceedings in connection with
such transactions, in form and substance satisfactory to the Administrative
Agent and each Lender, as the Administrative Agent may from time to time
request.

     

    (m)         Intentionally
Omitted.

     

    Section
4.2.          Satisfaction of Conditions
Precedent.  Except as set forth in that certain Post Closing
Letter from Administrative Agent and acknowledged and agreed to by Borrower, the
conditions precedent described in Section 4.1 above have been fulfilled by
Borrower in form and substance satisfactory to the Administrative Agent and each
Lender.

     

    Section
4.3.          Intentionally
Omitted.


    
      
         


      

      
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    Section
4.4.          Intentionally
Omitted.

     

    ARTICLE
V

     

    BORROWER’S
COVENANTS

     

    Section
5.1.          Obligations.  Borrower
shall (i) pay and perform the Obligations, and any and all other obligations, at
the time and in the manner provided in this Agreement, the other Loan Documents
and the Senior Loan Documents and (ii) cause the SHP Subsidiaries or other
applicable Person to pay and perform all obligations under this Agreement, the
other Loan Documents, and the Senior Loan Documents.

     

    Section
5.2.          Inspection; Access to Books
and Records.  Borrower will, and will cause the SHP
Subsidiaries to, at all reasonable times upon prior notice permit Administrative
Agent and Administrative Agent’s consultants and agents, including the Servicer,
to inspect the Properties and all matters relating to the development,
construction and operation of the Properties during normal business
hours.  Borrower will, and will cause the SHP Subsidiaries and each of
their respective agents and contractors to, cooperate to give Administrative
Agent and its consultants and agents full access to the Properties at all
times.  Administrative Agent will endeavor to minimize interference by
its consultants with the activities of such Loan Party or contractors at the
Properties in connection with any such inspection.  All inspections by
Administrative Agent and its consultants shall be for the sole benefit of the
Lenders for Administrative Agent’s loan administration purposes
only.  Neither Administrative Agent nor any Lender nor any of their
consultants assumes or shall have any responsibility, obligation or liability to
any Loan Party or any other Person by reason of Administrative Agent’s or its
consultant’s inspections except to the extent of Administrative Agent’s gross
negligence, recklessness or willful misconduct.  Neither any Loan
Party nor any other Person may rely on Administrative Agent’s inspections for
any purpose (including stage of completion, adequacy or workmanship, compliance
with Applicable Law, or other matters related to design, construction and
operation).  Administrative Agent’s inspection of an item shall not
result in any waiver of Administrative Agent or any Lender’s rights in the event
such item does not conform with this Agreement.  Notwithstanding
anything herein to the contrary, Borrower shall only be responsible for payment
for one inspection per Property per year unless an Event of Default has occurred
and is continuing.

     

    Section
5.3.          Material
Agreements.

     

    (a)          Except
as permitted under the Senior Loan Documents, Borrower shall not, and shall not
permit the SHP Subsidiaries to, enter into any Material Agreement without the
consent of the Requisite Lenders not to be unreasonably withheld or
delayed.  The Requisite Lenders may condition their consent upon
Borrower or the SHP Subsidiaries also obtaining the consent of the Senior
Lender.


    
      
         


      

      
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    (b)          Except
as specifically set forth herein, Borrower will not, and will not permit or
cause the SHP Subsidiaries to, amend, modify, supplement, rescind or terminate
any Material Agreement, without the Requisite Lender’s approval, including the
identity of the party to perform services under such
agreement.  Subject to the rights of Senior Lender, if a material or
service provider under a Material Agreement is in default in its obligations
thereunder to the extent entitling Borrower or any of the SHP Subsidiaries to
rescind or terminate that agreement, then if the Requisite Lenders so requires
(but not otherwise), Borrower will, or will cause the SHP Subsidiary to,
promptly use all reasonable efforts to terminate that agreement and appoint a
new party in its place, with such identity and terms of appointment approved by
the Requisite Lenders.

     

    (c)          Borrower
shall and shall cause each Loan Party, as applicable, to observe and perform
each and every term to be observed or performed by such Loan Party under the
Material Agreements the non-performance of which would cause a Material Adverse
Effect.

     

    Section
5.4.          Leases.

     

    (a)          Consent.  Except
as specifically permitted by the Senior Loan Documents, Borrower shall not, and
shall not permit any SHP Subsidiary, to enter into any Lease of any of the
Properties or any portion thereof without the Requisite Lender’s prior written
consent.  Except as specifically permitted by the Senior Loan
Documents, Borrower shall not, and shall not permit any SHP Subsidiary to modify
or amend in any material respect any Lease, including any Lease Guaranty,
without the consent of Requisite Lenders.  Without Requisite Lender’s
prior written consent, Borrower shall not, and shall not permit any SHP
Subsidiary to, cancel, terminate or accept the surrender of any Lease, except as
permitted by the Senior Loan Documents.

     

    (b)          Performance.  Borrower
shall or shall cause the SHP Subsidiaries to (i) observe and perform all the
obligations imposed upon the lessor under the Leases; (ii) promptly send copies
to Administrative Agent of all notices of default which Borrower or the SHP
Subsidiaries or their respective agents or representatives shall send or receive
under any Lease; (iii) enforce all of the terms, covenants and conditions
contained in the Leases upon the part of the lessee thereunder to be observed or
performed; provided, however, Borrower shall not, and shall not permit the SHP
Subsidiaries to, terminate any Lease without the prior written consent of the
Requisite Lenders, except as permitted by the Senior Loan Documents; and (iv)
not execute any other assignment of the lessor’s interest in any of the Leases
or the rents, except under the Senior Loan Documents.  Subject to
Senior Lender’s rights, Administrative Agent shall have the right, at the
Borrower’s expense, but shall not be obligated, to cure any default by the
Borrower or the SHP Subsidiaries under any of the Leases which would entitle the
Tenant thereunder to terminate its Lease or offset rent and which the Borrower
or the SHP Subsidiaries are not proceeding diligently to cure, and this
provision shall be deemed to be a written authorization and each tenant shall be
entitled to rely thereon.  Such curing by Administrative Agent of a
default by the Borrower and the SHP Subsidiaries under any of the leases shall
not release the applicable Loan Party in any way from liability to
Administrative Agent and each Lender for the failure to discharge the duty to so
cure that default.  Any and all sums expended by Administrative Agent
with respect to any such cure, together with interest thereon at the Default
Rate from the date paid by Administrative Agent until repaid by Borrower, shall
immediately be due and payable to Administrative Agent by Borrower on demand and
shall be secured by the Loan Documents.  Administrative Agent,
Servicer and any Person designated by Administrative Agent or Servicer are
hereby authorized by Borrower to directly communicate with the Approved Manager
at any time and from time to time regarding such matters as Administrative Agent
deems appropriate, and Borrower on behalf of SHP hereby acknowledges and agrees
that each Loan Party shall have no claim or cause of action against
Administrative Agent or any Lender arising out of such
communications.


    
      
         


      

      
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    Section
5.5.          Approved Management
Agreement.

     

    (a)          Management
Agreements.  Unless otherwise consented to by the Requisite
Lenders, all of the Properties shall at all times during the term of the Loan be
managed and operated by Approved Manager(s) pursuant to management agreements
(“Management
Agreements”) in form and content reasonably acceptable to the Requisite
Lenders.  Borrower shall not, and shall not cause or permit the SHP
Subsidiaries to, enter into any other Management Agreement or terminate or
replace an Approved Manager or amend or modify the existing Management
Agreement, without the Requisite Lender’s prior written consent.

     

    (b)          Intentionally
Omitted.

     

    (c)          Lender Termination
Request.  Subject to the rights of the Senior Lender and
provided the following does not create an event of default under the Senior Loan
Agreements, upon the occurrence and during the continuance of an Event of
Default, if requested by the Administrative Agent at the direction of the
Requisite Lender’s in writing (a “Lender Termination Request”),
Borrower shall, or shall cause the SHP Subsidiaries to, issue within five (5)
Business Days after delivery of the Lender Termination Request, a notice of
termination to terminate any Management Agreement (a “Manager Termination
Notice”).  Notwithstanding the foregoing, if an Approved
Manager is an Affiliate of any Loan Party, Administrative Agent’s delivery to
Borrower of a Lender Termination Request shall automatically terminate the
Management Agreement with any such Affiliate effective as of the date specified
in the Lender Termination Request.  If Borrower fails to issue or
cause the SHP Subsidiary to issue the Manager Termination Notice within said
five (5) Business Day period, the same shall constitute an Event of Default, and
Administrative Agent on behalf of the Requisite Lenders shall have the right,
and Borrower and the SHP Subsidiary hereby irrevocably authorizes Administrative
Agent and irrevocably appoints Administrative Agent as Borrower’s and the SHP
Subsidiary’s attorney-in-fact coupled with an interest, at the Requisite
Lender’s sole option to direct the Administrative Agent to issue a Manager
Termination Notice on behalf of and in the name of Borrower or the SHP
Subsidiary, and each Loan Party hereby releases and waives any claims against
Administrative Agent or any Lender arising out of Administrative Agent and the
Requisite Lender’s exercise of such authority.


    
      
         


      

      
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    (d)          Replacement Approved
Manager.  Subject to the rights of the Senior Lender and
provided the following does not create an event of default under the Senior Loan
Agreements, if the Administrative Agent delivers the Lender Termination Request,
upon the Administrative Agent’s further request, Borrower shall, or shall cause
the SHP Subsidiary to appoint a replacement Approved Manager pursuant to a new
Management Agreement as soon as practicable, but in no event, more than
forty-five (45) days after delivery of such Lender Termination Request, and
shall cause such replacement Approved Manager to execute and deliver to
Administrative Agent in favor of each Lender a subordination of management
agreement substantially similar to the Manager’s Subordination and otherwise
reasonably satisfactory to Administrative Agent.

     

    Section
5.6.          Insurance.

     

    (a)          Policies.  Borrower,
at its sole cost and expense, shall insure and keep insured, and shall cause the
SHP Subsidiaries, at their sole cost and expense to insure and keep insured the
Properties against such perils and hazards, and in such amounts and with such
limits, and pursuant to such Policies issued by such insurers, as Lender may
from time to time require (collectively, “Policies”), and, in any event,
including:

     

    (i)           All
Risk.  Insurance against loss to the Properties which shall be
on an “All Risk” Policy
form, in each case covering insurance risks no less broad than those covered
under a Standard Multi Peril (SMP) Policy form, which contains a Commercial ISO
“Causes of Loss – Special
Form”, including theft, and insurance against such other risks as
Administrative Agent may reasonably require, including, but not limited to,
insurance covering the cost of demolition of undamaged portions of any portion
of the Properties when required by code or ordinance, the increased cost of
reconstruction to conform with current code or ordinance requirements and the
cost of debris removal.  In addition, during any period of
construction with respect to the Properties such Policies shall cover the
following:  real estate property taxes; architect, engineering, and
consulting fees; legal and accounting fees (including the cost of in-house
attorneys and paralegals); advertising and promotion expenses; interest on money
borrowed; additional commissions incurred upon renegotiating leases and any and
all other expenses which may be incurred as a result of any property loss or
destruction by an insured.  Such Policies shall be in amounts equal to
the full replacement cost of the Properties, including all fixtures, equipment,
construction materials and personal property on and off-site.  Such
Policies shall also contain a 100% co-insurance clause with an agreed amount
endorsement (with such amount to include the replacement cost of the foundation
and any underground pipes), a permission to occupy endorsement and deductibles
which are in amounts acceptable to Administrative Agent.

     

    (ii)          Intentionally
Omitted.


    
      
         


      

      
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    (iii)         Business
Interruption.  Business interruption insurance insuring against
loss arising out of the perils insured against in the policy or policies
referred to in clause (i) above, in an amount equal to not less than gross
revenue from the affected Property(ies) for twelve (12) months from the
operation and rental of all hotels now or hereafter forming part of the
Property(ies), based upon one hundred percent (100%) of the occupancy determined
from historical operating performance of such hotels, less any allocable charges
and expenses which do not continue during the period of
restoration.

     

    (iv)         Boiler and
Machinery.  Broad form boiler and machinery insurance including
business interruption/extra expense and rent and rental value insurance, on all
equipment and objects customarily covered by such insurance and/or involved in
the heating, cooling, electrical and mechanical systems of the Properties (if
any are located at the Properties), providing for full repair and replacement
cost coverage, and other insurance of the types and in amounts as Administrative
Agent may require, but in no event less than that customarily carried by Persons
owning or operating like properties.

     

    (v)          Workers’
Compensation.  During any construction to (or making of any
alterations or improvements to) the Properties (i) insurance covering claims
based on the owner’s or employer’s contingent liability not covered by the
insurance provided in subsection (ix) below and (ii)
workers’ compensation insurance covering all Persons engaged in such alterations
or improvements.

     

    (vi)         Flood.  Insurance
against loss or damage by flood or mud slide in compliance with the Flood
Disaster Protection Act of 1973, as amended from time to time, if any of the
Properties is now, or at any time while the Loan remains outstanding shall be,
situated in any area which an appropriate governmental authority designates as a
special flood hazard area, Zone A or Zone V, in amounts equal to the full
replacement value of all above grade structures on the Properties.

     

    (vii)        Earthquake.  Insurance
against loss or damage by earthquake, if any of the Properties is now, or at any
time while the Loan remains outstanding shall be, situated in any area which is
classified as a Major Damage Zone, Zones 3 and 4, by the International
Conference of Building Officials in an amount equal to the probable maximum loss
for such Properties, fixtures and equipment, plus the cost of debris
removal.

     

    (viii)       Public
Liability.  Comprehensive liability insurance against death,
bodily injury and property damage arising in connection with the
Properties.  Such Policy shall be written on a Standard ISO occurrence
basis form or equivalent form, shall list Borrower or the SHP Subsidiary as the
named insured, shall designate thereon the location of the Properties and have
such limits as Administrative Agent may reasonably require, but in no event less
than $1,000,000 per occurrence.  Borrower shall also obtain, and shall
cause the SHP Subsidiaries to obtain, excess umbrella liability insurance with a
minimum of a $50,000,000 limit.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    (ix)   
      Other
Insurance.  Such other insurance and in such amounts as
Administrative Agent from time to time may reasonably request against such other
insurable hazards which at the time are commonly insured against for property
similar to the Properties located in or around the region in which the
Properties are located.

     

    (b)   
      Policy
Requirements.

     

    (i)           All
insurance shall:  (i) be carried with companies with a Best’s rating
of A/X or better, or otherwise acceptable to Administrative Agent; (ii) be in
form and content acceptable to Administrative Agent; (iii) provide for thirty
(30) days’ advance written notice to Administrative Agent before any
cancellation, adverse material modification or notice of non-renewal; and (iv)
to the extent not otherwise specified herein, contain deductibles and limits
which are in amounts acceptable to Administrative Agent.

     

    (ii)          All
physical damage Policies and renewals (including those required to be maintained
under the Leases and subcontracts for the benefit of Borrower and the SHP
Subsidiaries) shall contain (i) a standard mortgage clause naming Senior Lender,
as mortgagee, which clause shall expressly state that any breach of any
condition or warranty by any Loan Party or any other party shall not prejudice
the rights of Senior Lender under such insurance and shall further waive any
rights of subrogation against Senior Lender, and (ii) a loss payable clause in
favor of Senior Lender for personal property, contents, inventory, equipment,
loss of rents and business interruption.  All Policies and renewals
(including those required to be maintained under the Leases and subcontracts for
the benefit of Borrower and the SHP Subsidiaries) shall name Administrative
Agent as an additional insured.  All Policies shall have “pollution exclusions” deleted
by endorsement.  No additional parties (other than Senior Lender)
shall appear in the mortgagee or loss payable clause without Lender’s prior
written consent.

     

    (c)   
      Delivery of
Policies.  Any notice pertaining to insurance and required
pursuant to this Section
5.6 shall be given in the manner provided in Section 11.9.  The
insurance shall be evidenced by a true and certified copy of the original
Policy; provided; however, that Borrower may provide original certificates of
insurance on the Closing Date so long as the original Policies are provided
within thirty (30) days thereafter.  Borrower shall, and shall cause
the SHP Subsidiaries to, use its best efforts to deliver originals or certified
copies of all Policies and renewals marked “paid”, (or evidence satisfactory to
Administrative Agent of the continuing coverage) to Administrative Agent at
least fifteen (15) days before the expiration of existing Policies and, in any
event, Borrower shall, or shall cause the SHP Subsidiaries to, deliver originals
or certified copies of such Policies to Administrative Agent at least five (5)
days before the expiration of existing Policies.  If Administrative
Agent has not received satisfactory evidence of such renewal or substitute
insurance (i.e., certified copies of the Policies marked “premium paid” or accompanied
by evidence satisfactory to Administrative Agent of payment of the premiums due
thereunder) in the time frame herein specified (regardless of whether not
Borrower or the SHP Subsidiaries have informed Administrative Agent verbally or
in writing that such renewal or substitute insurance has been obtained), upon
written notice to Borrower or the SHP Subsidiaries, Administrative Agent shall
have the right, but not the obligation, to purchase such insurance required
under this Agreement.  Any amounts so disbursed by Administrative
Agent pursuant to this Section shall be deemed Protective
Advances.  Nothing contained in this Section shall require
Administrative Agent to incur any expense or take any action hereunder, and
inaction by Administrative Agent shall never be considered a waiver of any right
accruing to Administrative Agent on account of this Section.


    
      
         


      

      
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    (d)          Separate
Insurance.  Borrower shall not carry (and shall not allow any
other Loan Party to carry) any separate insurance on the Properties concurrent
in kind or form with any insurance required hereunder or contributing in the
event of loss without Administrative Agent’s prior written consent, and any such
Policy shall have attached standard non-contributing mortgagee clause, with loss
payable to Administrative Agent on behalf of each Lender (subject to rights of
Senior Lender), and shall otherwise meet all other requirements set forth
herein.

     

    (e)          Insurance
Review.  At Administrative Agent’s option, Administrative Agent
may (i) require Borrower to certify to Administrative Agent on a quarterly basis
that insurance required by this Section 5.6 is in place and
(ii) not more often than annually, Administrative Agent may obtain, at
Borrower’s expense, a report from Administrative Agent’s Insurance Consultant,
certifying that insurance required by this Section 5.6 is in
place.

     

    (f)           Senior
Loan.  Notwithstanding anything set forth to the contrary in
this Section 5.6,
Borrower shall, and shall cause the SHP Subsidiaries to, maintain the insurance
required by the Senior Loan Documents. Nothing herein shall require insurance
with higher limits, with lower deductibles, with additional riders, or with more
stringent terms and conditions that are required by the most stringent of the
Senior Loan Documents.

     

    Section
5.7.          Casualty; Condemnation and
Application of Proceeds.

     

    (a)          Casualty.

     

    (i)           If
the Properties shall be damaged or destroyed, in whole or in part, with the cost
of repairing or restoring the damage to any effected Properties estimated to be
$100,000 in the aggregate or more (but such $100,000 limit shall apply on a
per-Property basis), by fire or other casualty (a “Casualty”), Borrower shall
give prompt written notice of such damage to Administrative Agent.  If
required by the Senior Loan Documents or if there is no Senior Loan on the
applicable Property, Borrower shall promptly commence and diligently prosecute,
or shall cause the SHP Subsidiaries to promptly commence and diligently
prosecute, the completion of the repair, replacement, rebuilding and restoration
of the Property as nearly as possible to the condition the Property was in
immediately prior to such fire or other casualty (the “Restoration”) if such
Restoration is reasonable practicable, and otherwise in accordance with the
Senior Loan Documents.  Borrower shall pay or shall cause the SHP
Subsidiaries to pay all costs of such Restoration whether or not such costs are
covered by insurance or whether Borrower or the SHP Subsidiaries are entitled to
use the proceeds of such insurance for the Restoration pursuant to the Loan
Documents or the Senior Loan Documents.


    
      
         


      

      
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    (ii)          Intentionally
Omitted.

     

    (iii)         Upon
the occurrence of a Casualty causing damage greater than $100,000, if the Senior Lender
does not have the right to participate in the settlement, adjustment or
compromise any claim under any Policy of insurance, or in the event the Senior
Lender has such right but shall waive or otherwise fail to exercise such right,
then it shall be an Event of Default hereunder if any such claim is settled or
compromised on terms that are not approved by Administrative Agent in writing
such approval not to be unreasonably withheld or delayed.

     

    (iv)         Intentionally
Omitted.

     

    (v)  
       The reasonable expenses incurred by
Administrative Agent in the adjustment and collection of insurance proceeds
shall be deemed Loan Expenses.

     

    (b)          Condemnation.

     

    (i)           Borrower
shall promptly give Administrative Agent written notice of the actual or
threatened commencement of any condemnation or eminent domain proceeding with
respect to any of the Properties and shall deliver to Administrative Agent
copies of any and all papers served or received by any Loan Party in connection
with such actual or threatened proceedings.  Unless prohibited by the
Senior Loan Documents, Administrative Agent may participate (as determined by
Administrative Agent) in any such actual or threatened proceedings at Borrower’s
sole cost and expense, and Borrower shall from time to time deliver to
Administrative Agent, or cause the SHP Subsidiary to deliver to Administrative
Agent, all instruments requested by it to permit such
participation.  Borrower shall, or shall cause the SHP Subsidiary to,
at Borrower’s or SHP’ Subsidiary’s expense, diligently prosecute any such
proceedings, and shall consult with Administrative Agent, its attorneys and
experts, and cooperate with them in the carrying on or defense of any such
proceedings.

     

    (ii)          Notwithstanding
any taking by any public or quasi-public authority through eminent domain or
otherwise (including any transfer made in lieu of or in anticipation of the
exercise of such taking, a “Condemnation”), Borrower shall
continue to pay the Debt at the time and in the manner provided for its payment
under the Loan Documents and the Debt shall not be reduced unless and until any
award or payment therefore shall have been actually received and applied by
Administrative Agent, after the deduction of reasonable expenses of collection,
to the Debt.


    
      
         


      

      
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      (iii)         If
substantially all of any of the Properties or any portion thereof are taken by a
condemning authority, and if required or permitted by the Senior Lender,
Borrower shall, and shall cause the SHP Subsidiaries to, promptly commence and
diligently prosecute the Restoration of the Property, to the extent reasonably
practical, and otherwise comply with the provisions of this Section 5.7.

       

      (iv)         The
reasonable expenses incurred by Administrative Agent in the negotiation,
prosecution, evaluation and settlement (including Professional Fees) of any
condemnation award shall be deemed Loan Expenses, shall be secured by the Loan
Documents and shall be due and payable by Borrower to Administrative Agent on
demand.

       

      (c)          Application.

       

      (i)           Notwithstanding
anything to the contrary herein, upon the occurrence of a Casualty or
Condemnation, if Senior Lender elects to apply insurance proceeds or
condemnation award (in either case, the “Loss Proceeds”) to the Senior
Loan, then the balance of any Loss Proceeds not so applied to the Senior Loan
shall be applied to the Loan. In the event Senior Lender makes, or is otherwise
required to make, the Loss Proceeds available to Borrower or to a SHP Subsidiary
for Restoration, then the Loss Proceeds shall be so applied as provided in the
Senior Loan Documents and any excess Loss Proceeds remaining after completion of
Restoration and released to Borrower or a SHP Subsidiary shall be paid to Senior
Lender, or if not paid to Senior Lender, then to Administrative Agent for the
benefit of each Lender to be applied to the Debt or for such other purposes
approved by the Requisite Lenders and Borrower.

       

      (ii)          If
at any time a Casualty in excess of $100,000.00 or a Condemnation occurs after
the Senior Loan has been paid in full, the Loss Proceeds shall, at the option of
the Requisite Lenders, subject to the following sentence, be applied to the
payment of the Debt or applied to reimburse Borrower or the SHP Subsidiary, as
the case may be, for the cost of Restoration in the manner set forth
below.  In the event of a Casualty in the amount of $100,000.00 or less
after the Senior Loan has been paid in full, the Loss Proceeds shall be applied
by Borrower to the Restoration of the Property.  In no case shall any such
application reduce or postpone any payments otherwise required under the Loan
Documents.  Only if the Senior Loan is paid in full and an Event of Default
has occurred and is continuing, Administrative Agent shall make such Loss
Proceeds available to the Borrower or the SHP Subsidiary for Restoration
provided that each of the following conditions (“Restoration Conditions”) is
satisfied or waived in writing: (A) no Event of Default has occurred and is
continuing, (B) (x) Administrative Agent is satisfied that such repair or
restoration can be completed not less than 90 days prior to the Scheduled
Maturity Date, or if the Loan has been extended, 90 days prior to the Extended
Maturity Date and (y) Guarantor provides Administrative Agent, for the benefit
of each Lender, with a completion guaranty covering such repair or restoration
on terms and conditions acceptable to Administrative Agent and (C) Borrower
complies with all of the other conditions to disbursement of such Loss Proceeds
set forth in Section 5.7(c)(iii) below. If such Casualty or
Condemnation occurs while Senior Loan is outstanding, then the Senior Lender
shall control the application of proceeds and determinations of whether to
commence restoration, to the extent permitted by the Senior Loan
Documents.


      
        
           


        

        
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      (iii)         In
the event that the Requisite Lenders, as set forth above, elects to make the
Loss Proceeds available to Borrower or a SHP Subsidiary for Restoration,
Administrative Agent may set reasonable conditions for making said funds
available to Borrower and the SHP Subsidiary, including requiring that if the
Loss Proceeds are not sufficient, in Administrative Agent’s sole judgment to
complete such Restoration and pay for additional property carry costs, that
Borrower or the SHP Subsidiary shall deposit an amount equal to such shortfall
with Administrative Agent for the benefit of each Lender and that such amounts
be expended on Restoration prior to Borrower or the SHP Subsidiary being
permitted to use such Loss Proceeds.

       

      (iv)         If
the Loss Proceeds are to be disbursed by Senior Lender for Restoration, Borrower
and the SHP Subsidiary shall deliver to Administrative Agent copies of all
written correspondence delivered to and received from Senior Lender that relates
to the Restoration and release of the Loss Proceeds.

       

      (d)          Intentionally
Omitted

       

      Section
5.8.          Title to Collateral.
Subject to the Permitted Exceptions, Borrower shall (i) warrant and defend (A)
the title to the Collateral and every part thereof, and (B) the validity and
priority of the Liens and security interests created by the Loan Documents
against the claims of all Persons whatsoever and (ii) warrant and defend, and
cause the SHP Subsidiaries to warrant and defend, the title of the SHP
Subsidiaries to the SHP Subsidiary Properties and every part thereof. Borrower
shall reimburse Administrative Agent or any Lender for any Losses (including
Professional Fees) incurred by Administrative Agent or any Lender if an interest
in the Properties or the Collateral is claimed by another Person (other than for
Permitted Exceptions), and such Losses and any other amounts expended by
Administrative Agent or any Lender with respect to such Losses shall be deemed
Protective Advances. All proceeds payable under the Owner’s Title Insurance
Policy for the SHP Subsidiary Properties, subject to the rights of Senior
Lender, if any, under its mortgage title insurance Policy, shall be deemed to
constitute a distribution from the SHP Subsidiaries to Borrower and subject to
the provisions of the Pledge Agreements.

       

      Section
5.9.          Zoning. Borrower
shall not, nor shall it permit the SHP Subsidiaries to, initiate, join in,
acquiesce in, or consent to any change in any public or private restrictive
covenant, easement, zoning law or any other public or private restriction,
limiting, conditioning, changing, qualifying or defining the uses which may be
made of any of the Properties or any part thereof without the prior written
consent of the Requisite Lenders. If under applicable zoning provisions the use
of all or any portion of any of the Properties is or shall become a
nonconforming use, Borrower will not cause or permit and shall cause the SHP
Subsidiaries to not cause or permit the nonconforming use to be discontinued or
abandoned without the express written consent of the Requisite Lenders. Without
limiting the generality of the foregoing, Borrower covenants that it will cause
each of the Properties to be completed, maintained and operated in compliance in
all material respects with all requirements of the Zoning Ordinance and
Applicable Law, including: setback, building height, FAR and other bulk
requirements; unit mix and marketing requirements with respect thereto, if
applicable; and parking and loading dock requirements, if
applicable.


      
        
           


        

        
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      Section
5.10.        Recorded Documents.
If such change shall cause a Material Adverse Effect, without the prior written
consent of the Requisite Lenders, which consent shall not be unreasonably
withheld or denied, Borrower shall not, and shall not permit or cause the SHP
Subsidiaries or any other Person to, record any map, plat, parcel map, lot line
adjustment or other subdivision map, easement, reciprocal easement agreement,
declaration or any other recorded document of any kind covering any portion of
the Properties, or any amendment to any of the foregoing (collectively, “Subdivision Map”), Borrower
shall, or shall cause the SHP Subsidiaries to, submit such Subdivision Map and
any and all amendments thereto to Administrative Agent for each Lender’s review
the Requisite Lender’s and approval. Any default, breach or violation of this
Section 5.10 shall be an
automatic Event of Default (without any notice, grace or cure period.). As a
condition precedent to approval by the Requisite Lenders, if required by the
Requisite Lenders, (i) Borrower shall execute, acknowledge and deliver to
Administrative Agent such amendments to the Loan Documents as the Requisite
Lenders may reasonably require to reflect the change in the legal description of
any of the Properties resulting from the recordation of any Subdivision Map, and
(ii) Borrower shall deliver to Administrative Agent, at Borrower’s sole expense,
a title endorsement to the Owner’s Title Insurance Policy in form and substance
satisfactory to Administrative Agent. Subject to the execution and delivery by
Borrower of any documents required under this Section 5.10, Administrative
Agent shall, if required by applicable law, sign any Subdivision Map approved by
the Requisite Lenders pursuant to this Section 5.10, within a
reasonable period after written request by Borrower.

       

      Section
5.11.        Maintenance of
Properties. Borrower shall, or shall cause the SHP Subsidiaries to,
maintain the Properties in a good and safe condition and repair. The
Improvements, materials, equipment, furniture, fixtures and other articles of
personal property located therein and thereon not owned by lessees under Leases
(the “Personal
Property”) shall not be removed, demolished or materially altered (except
for normal replacement of the Personal Property and compliance with franchise
requirements or as otherwise permitted herein) without the prior written consent
of Administrative Agent, which shall not be unreasonably withheld or delayed.
Borrower shall not, nor shall it permit the SHP Subsidiaries to, initiate, join
in, acquiesce in, or consent to any change in any private restrictive covenant,
zoning law or other public or private restriction, limiting or defining the uses
which may be made of the Properties or any part thereof without the prior
written consent of Administrative Agent, which shall not be unreasonably
withheld or delayed.


      
        
           


        

        
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      Notwithstanding the above, Borrower or
SHP Subsidiaries shall be entitled to repair and remodel any Property if: (a)
such repairs or remodeling do not involve structural repairs or changes as to
the Improvements; and (b) if such repairs or remodeling do not exceed Two
Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in any given year or
Five Hundred Thousand and No/100 Dollars ($500,000.00) over the term of the
Note; and (c) such repair or remodeling shall not reduce the number of hotel
guest rooms at the respective Property. In all events, if the remodeling or
repairs may be reasonably determined to materially decrease the revenues or
profitability of Borrower or SHP Subsidiary as respects the operations at the
respective Property, prior written consent of the Requisite Lenders must be
obtained.

       

      Section
5.12.        Taxes and Liens.


       

      (a)          Taxes and Other
Charges. Borrower shall promptly pay or cause the SHP Subsidiaries to pay
all taxes, assessments, governmental licenses and impositions, and other similar
charges (the “Taxes”),
all ground rents, maintenance charges, charges for utility services and similar
charges (the “Other
Charges”), in each case now or hereafter levied or assessed or imposed
against any of the Properties or any part thereof as same become due and
payable. Borrower will, or will cause the SHP Subsidiaries to, deliver to
Administrative Agent, on a quarterly basis, evidence satisfactory to
Administrative Agent that the Taxes and Other Charges have been so paid or are
not then delinquent, including without limitation, paid receipts for the payment
of the Taxes and Other Charges prior to the date the same shall become
delinquent. Subject to the Senior Loan, Borrower or the SHP Subsidiaries, at
their own expense, may contest by appropriate legal proceedings, promptly
initiated and conducted in good faith and with due diligence, the amount or
validity or application in whole or in part of any of the Taxes, Other Charges
or any Lien (other than the Lien of the Loan Documents or Senior Loan Documents)
provided that, and only for so long as (1) no Event of Default has occurred and
is continuing; (2) neither any of the Properties nor any part thereof or
interest therein will in the opinion of Administrative Agent be in danger of
being sold, forfeited, terminated, cancelled or lost; (3) in the case of Taxes,
Borrower or the SHP Subsidiaries have paid the same before such amounts become
delinquent even though Borrower is contesting the same; (4) such contest shall
be permitted under and be conducted in accordance with Applicable Law and in
accordance with the provisions of any other instrument or agreement affecting
any of the Properties to which Borrower or the SHP Subsidiaries is subject
(including the Senior Loan Documents) and shall not constitute a default
thereunder; (5) Borrower or the SHP Subsidiaries promptly pays any contested
amount if and to the extent the outcome of such contest requires the payment of
the same; (6) unless Borrower or the SHP Subsidiaries shall have paid the same
under protest or Senior Lender shall have undertaken any of the following if
permitted by the Senior Loan Documents; at Administrative Agent’s option
Borrower or the SHP Subsidiaries shall have either (i) deposited with
Administrative Agent adequate cash reserves for the payment thereof, together
with all interest and penalties which may accrue thereon, or (ii) furnished to
Administrative Agent such other security Administrative Agent may deem adequate
to insure the payment of such contested amounts together with all interest and
penalties which may accrue thereon; provided, however, Administrative Agent and
the Lenders agree that Borrower or the SHP Subsidiaries may satisfy the
requirements of this clause (6) by obtaining in favor of Administrative Agent
and each Lender an indemnity (in form and content reasonably acceptable to
Administrative Agent) from a title insurance company or other surety acceptable
to Administrative Agent in respect of any Lien being contested by the Borrower
so long as at no time shall the aggregate amount of all then outstanding Liens
for which an indemnity has been obtained exceed the sum of $50,000. In addition,
if the contested Taxes or Other Charges are not paid in full when such Loan
Party commences such contest, then such proceeding must suspend the collection
of Taxes and Other Charges. In addition, Borrower shall pay to Administrative
Agent upon demand, any reasonable costs incurred by Administrative Agent in
ensuring compliance by such Loan Party with this Section 5.12 including
reasonable attorney’s fees, monitoring and evaluating expenses and any tax
service fees.


      
        
           


        

        
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      (b)          Liens. Borrower shall
not allow nor permit the SHP Subsidiaries to allow and shall promptly cause to
be paid and discharged any Lien or charge whatsoever other than the Senior Loan
and Permitted Liens which may be or become a Lien other than the Senior Loan.
Borrower shall not allow the Properties to at any time be encumbered by any Lien
which is not a Permitted Lien or the Senior Loan.

       

      (c)          Tax and Insurance
Escrow. If at any time any Senior Lender ceases maintaining a tax escrow
or a capital improvement reserve in accordance with the Senior Loan Documents as
in effect on the date hereof, then the Requisite Lenders shall have the right to
require Borrower to establish any such reserve with Administrative Agent in such
amounts as would have been required in accordance with the Senior Loan Documents
in effect on the date hereof and pursuant to such procedures as reasonably
determined by Administrative Agent.

       

      Section
5.13.        Waste. Borrower shall
not, and shall cause the SHP Subsidiaries to not, (a) commit or cause any waste
of any of the Properties, (b) make or permit to be made any change in the use of
the Properties which will in any way materially increase the risk of fire or
other hazard arising out of the use or operation of the Properties, (c) take or
cause to be taken any action that might invalidate or give cause for
cancellation of any Policy, or (d) do or permit to be done thereon anything that
could in any way materially impair the value of any of the Properties or
Administrative Agent or any Lender’s rights under the Loan
Documents.

       

      Section
5.14.        Misapplication of
Funds. Borrower shall not, and shall cause each other Loan Party not to,
distribute any Property revenues or Loss Proceeds in violation of the provisions
of the Loan Documents, misappropriate or apply any Security Deposit or portion
thereof, or make any Distributions in violation of the provisions of the Loan
Documents.


      
        
           


        

        
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      Section
5.15.        Compliance With Laws.
Borrower shall, and shall cause the SHP Subsidiaries to promptly comply with all
Applicable Law relating to the design, construction, completion, ownership,
operation and maintenance of the Properties applicable to the ownership, use and
operation of the Properties. Borrower shall from time to time, upon
Administrative Agent’s request, provide Administrative Agent with evidence
reasonably satisfactory to Administrative Agent that the Properties comply in
all material respects with all Applicable Law. Borrower shall not alter and
shall not permit the SHP Subsidiaries to alter the Properties in any manner
which would materially increase Borrower’s or SHP’ Subsidiaries’
responsibilities or obligations for compliance with Applicable Law without the
prior written approval of the Requisite Lenders, which shall not be unreasonably
withheld or delayed. The Requisite Lender’s approval of the plans,
specifications, or working drawings for alterations of any of the Properties
shall create no responsibility or liability on behalf of Administrative Agent or
any Lender for their completeness, design, sufficiency or their compliance with
Applicable Law, and such approval shall not be relied on by any Person. The
Requisite Lenders may condition any such approval upon receipt of a certificate
of compliance in all material respects with Applicable Law from an independent
architect, engineer, or other Person reasonably acceptable to the Requisite
Lenders. Borrower shall give prompt notice to Administrative Agent of the
receipt by Borrower or SHP Subsidiaries of any notice related to a material
violation of any Applicable Law and of the commencement of any proceedings or
investigations which relate to compliance with Applicable Law.

       

      Section
5.16.        Books and Records.


       

      (a)          Maintain. Borrower
will keep and maintain, and will cause the SHP Subsidiaries to keep and
maintain, on a Fiscal Year basis, in accordance with Agreed Accounting
Principles in writing and consistently applied, proper and accurate books,
records and accounts reflecting all of the financial affairs of Borrower, SHP
Subsidiaries and each Loan Party and all items of income and expense in
connection with the operation of the Properties. Administrative Agent shall have
the right from time to time at all times with prior notice during normal
business hours to examine such books, records and accounts at the office of
Borrower or other Person maintaining such books, records and accounts and to
make copies or extracts thereof as Administrative Agent shall desire, at
Administrative Agent’s sole expense unless an Event of Default has occurred and
is continuing. After the occurrence of an Event of Default, the Borrower shall
pay any reasonable costs and expenses incurred by Administrative Agent to
examine such accounting records as Administrative Agent shall determine to be
necessary or appropriate in the protection of Administrative Agent and each
Lender’s interest. The Borrower shall, and cause the SHP Subsidiaries to,
furnish or make available to Administrative Agent and its agents convenient
facilities for the examination and audit of any of the applicable books and
records.

       

      (b)          Senior Loan. Borrower
shall, and shall cause the SHP Subsidiaries to, concurrently furnish to
Administrative Agent all financial statements, operating statements, balance
sheets, budgets, rent rolls, notices, consents, requests, reports, and all other
financial or written communications related to the Properties delivered to the
Senior Lender and/or received by Borrower or SHP Subsidiaries from or on behalf
of Senior Lender.

       

      (c)          Financial and Other
Reports. Borrower shall deliver, and cause the SHP Subsidiaries to
deliver to Administrative Agent each of the following:


      
        
           


        

        
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      (i)           annually,
within one hundred twenty (120) days after the end of each Fiscal Year, complete
executed copies of the audited financial statements of Borrower and Guarantor,
including a statement of operations (profit and loss), a statement of cash
flows, a calculation of net operating income, a balance sheet for such Fiscal
Year (A) prepared by an Approved Accounting Firm, and (B) certified to by a duly
authorized representative of such applicable party and such Approved Accounting
Firm as being true, complete and accurate; and such other information as
reasonably requested by Administrative Agent, covering, in a separate report
which shall not be audited and shall be internally-prepared, the Properties, the
SHP Subsidiaries, Borrower and each Loan Party;

       

      (ii)          annually,
within ninety (90) days after the end of each Fiscal Year, complete copies of
the internally-prepared statements of operations for the
Properties;

       

      (iii)         within
forty-five (45) days after the end of each calendar quarter, complete copies of
unaudited financial statements for the Properties and for the SHP Subsidiaries,
Borrower and each Loan Party for such quarter and the year to date prepared and
certified to by a duly authorized representative of such applicable party as
being true, complete and accurate;

       

      (iv)        annually,
within one hundred twenty (120) days after the end of each Fiscal Year, and
within forty-five (45) days after the end of each calendar quarter if requested
by Administrative Agent, complete executed copies of unaudited financial
statements for each Guarantor prepared and certified to by such Guarantor as
being true, complete and accurate;

       

      (v)         within
twenty-five (25) days after the end of each month, complete executed copies of
internally-prepared financial statements for the Properties for such month on a
monthly and year to date basis and a certified status report concerning the
operating performance of the Properties, in form and substance reasonably
satisfactory to Administrative Agent, which report shall provide a comparison of
operating performance to the Annual Budget, as applicable;

       

      (vi)         intentionally
omitted;

       

      (vii)        intentionally
omitted;

       

      (viii)     
concurrently with filing, copies of all federal income tax returns filed with
respect to Borrower and the SHP Subsidiaries, if any;

       

      (ix)         within
five (5) days after request, such further detailed information covering the
operation of the Properties and the financial affairs of any Loan Party, as may
be reasonably requested by Administrative Agent; and


      
        
           


        

        
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      (x)          concurrently
with delivery to Senior Lender, to the extent not otherwise provided pursuant to
the above provisions of this Section 5.16, copies of all
financial information required to be delivered to the Senior Lender pursuant to
the Senior Loan Documents.

       

      Each
required annual and quarterly financial statement shall be accompanied by an
Officer’s Certificate certifying on the date thereof either (i) that, to such
officer’s knowledge, there has not occurred any Event of Default and there does
not exist an Unmatured Default, and (ii) that if an Event of Default shall have
occurred or if an Unmatured Default exists, the nature thereof and the date of
occurrence or the period of time it has existed. If Borrower fails to deliver,
or fails to cause SHP Subsidiaries to deliver, any such report to Administrative
Agent, and Borrower fails to cure the same within ten (10) days after receiving
notice from Administrative Agent, the same shall constitute an Event of
Default.

       

      (d)          Title Reports. Upon
request by Administrative Agent, Borrower shall provide Administrative Agent
with current UCC Searches or updates to UCC Searches previously delivered to
Administrative Agent. If Borrower fails to provide such reports to
Administrative Agent within thirty (30) days of Administrative Agent’s request
therefore, such failure shall constitute an Event of Default, and Administrative
Agent shall have the right to obtain copies of such reports or updates at
Borrower’s sole cost and expense.

       

      (e)          Officer’s
Certificates. At the time of the delivery of the financial statements
provided for in Section 5.16, Borrower shall also deliver an Officer’s
Certificate of Borrower, that to such officer’s knowledge after due inquiry, no
Unmatured Default or Event of Default has occurred and is continuing or, if any
Unmatured Default or Event of Default has occurred and is continuing, specifying
the nature and extent thereof, and setting forth in reasonable detail the
calculations required to establish whether the Loan Parties were in compliance
with the Loan Documents, at the end of such fiscal month.

       

      Section
5.17.        Litigation. Borrower
shall give prompt written notice to Administrative Agent of any litigation or
governmental proceedings pending against the Properties, the SHP Subsidiaries or
any Loan Party in which the maximum amount of potential liability exceeds
$50,000.00.

       

      Section
5.18.        Bankruptcy. Borrower
shall give prompt written notice to Administrative Agent of any voluntary or
involuntary bankruptcy, reorganization, insolvency or similar proceeding under
any Bankruptcy Law against any Loan Party or any tenant under any
Lease.

       

      Section
5.19.        Distributions.


       

      (a)          Intentionally
Omitted.


      
        
           


        

        
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      (b)          Lender’s Collateral.
Subject to the requirements of the Senior Loan Agreements and Senior Loan
Documents, (i) all Excess Cash Flow from the Collateral Properties shall be
deposited into ECF Reserve Account A and shall be and become Collateral as
security for the Obligations and (ii) all Excess Cash Flow from the
Non-Collateral Properties shall be deposited into ECF Reserve Account B and
shall be and become Collateral as security for the Obligations. Each Lockbox
Account shall be under the sole dominion and control of Administrative Agent for
the benefit of each Lender. The Lockbox Accounts shall be entitled
“Fortress/Summit ECF Reserve Account A and B”. Borrower hereby grants to
Administrative Agent for the benefit of each Lender a first priority security
interest in the Lockbox Account and all deposits at any time contained therein
and the proceeds thereof and will take all actions necessary to maintain in
favor of Administrative Agent for the benefit of each Lender a perfected first
priority security interest in the Lockbox Account, including authorizing and
filing UCC-1 Financing Statements and continuations thereof. Administrative
Agent shall have the sole right to make withdrawals from the Lockbox Account
(subject to the provisions of this Agreement) and all costs and expenses for
establishing and maintaining the Lockbox Account shall be paid by Borrower.
Notwithstanding the foregoing, Lender shall permit the Borrower to provide
financial assistance to SHP Subsidiaries which are unable to support any
Property’s operations, debt payments capital expenditures or similar
requirements through the cash flow generated at such Property. Such financial
assistance shall be in the form of an intercompany loan, which such intercompany
loan shall be in a form acceptable to the Administrative Agent and which
intercompany loan shall be pledged to the Administrative Agent for the benefit
of each Lender pursuant to a pledge agreement acceptable to the Administrative
Agent in all respects, provided that if such intercompany loan is not permitted
by the applicable Senior Loan, then such financial assistance shall be in the
form of an equity contribution in such SHP Subsidiary, and in either case, such
financial assistance shall not exceed amounts set forth in the Annual Budget
without the prior written consent of the Requisite Lenders. Provided that no
Event of Default has occurred and is continuing and there is no Unmatured
Default, Administrative Agent shall release (to the extent available in the
Lockbox Accounts) up to (i) from the date of the Amendment through the Scheduled
Maturity Date, $7.5 million from the Lockbox Accounts for the sole purpose of
amortizing the Senior Loans, and (ii) from the Scheduled Maturity Date through
the Extended Maturity Date, $1.5 million from the Lockbox Accounts for the sole
purpose of amortizing the Senior Loans, each in the manner set forth on Exhibit
X attached hereto. Furthermore, in the event a Senior Lender requires a
principal pay down in excess of the amounts set forth on Exhibit X, Borrower may
re-allocate up to twenty percent (20%) of any line item described on Exhibit
X.

       

      Notwithstanding
anything to the contrary herein, Borrower shall be permitted to retain $4
million in unencumbered cash in a non Lockbox Account for so long as it is
require to do so under any Senior Loan Agreement.


      
        
           


        

        
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      (c)          Prohibition. At no
time that any portion of the Debt remains outstanding shall Borrower permit the
purchase or redemption of any direct or indirect interests in any of SHP
Subsidiaries or Borrower in violation of Article VII, or, except as
expressly permitted in this Section and as permitted under Borrower’s Operating
Agreement with respect to Classes A, A-1 and B, the declaration or payment of
any Distributions or the setting aside of any funds for any such purposes. If
any Distributions shall be received by any Loan Party or any other Person prior
to being deposited in the Lockbox Account (other than Administrative Agent or
Senior Lender), such Loan Party or other Person shall hold the same in trust for
the benefit of Administrative Agent and immediately deliver the same for deposit
into the Lockbox Account.

       

      (d)          Delivery to Lender.
Subject to Section 5.19(c) and subject to the Senior Loan, Administrative Agent
and each Lender expressly agrees that the SHP Subsidiaries shall be permitted to
make Distributions to Borrower only upon the express condition that Borrower
shall cause the SHP Subsidiaries to deliver such Distributions directly to
Administrative Agent (and to no other Person without the prior express written
consent of the Requisite Lenders) by wire transfer (pursuant to wiring
instructions to be furnished by Lender) for deposit in the Lockbox Account. In
the event a Sweep Event is continuing, Administrative Agent shall be permitted
to apply all amounts in the Lockbox Account toward the balance of the
outstanding principal amount of the Loan or any interest and fees due under the
Loan.

       

      (e)          Dividend Allowance.
Subject to the Senior Loan, following the Dividend Event, all Excess Cash Flow
shall be distributed (i) 50% to the Administrative Agent, to be applied toward
the principal paydown of the Loan and (ii) 50% to the Borrower for the payment
of dividends to the members of Borrower or any other purpose.


      
        
           


        

        
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      Section
5.20.        Affiliate Agreements. Any Loan
Party may contract, verbally or in writing, with any other Loan Party or any
direct or indirect partner, member, shareholder or Affiliate thereof, for
services to be provided to such Loan Party related to the Properties
(collectively, the “Affiliate Agreements”). Fees, payments,
compensation and reimbursements related to such contracts must be normal and
customary for the service provided, and as if the service were provided by a
third party. Payment by a Loan Party to any other Loan Party or any direct or
indirect partner, member, shareholder or Affiliate thereof of any fees,
payments, compensation or reimbursements which are not normal and customary must
be consented to in advance by the Administrative Agent. Notwithstanding the
above, the following fees, payments, compensation and reimbursements are
specifically approved by Administrative Agent: (i) any distribution,
disbursement, payment, fee, return or reimbursement set forth in the
Organizational Documents of any Loan Party, but subject to Section 5.19; (ii) any fee, payment,
compensation or reimbursement set forth in the Management Agreement; (iii)
payments of commissions and fees to Summit Capital Partners, LLC, formerly known
as Summit Real Estate Investments, LLC, for broker-dealer services provided, not
to exceed 8% of securities sold plus expense reimbursement; (iv) payment of
salaries, bonuses, benefits or other compensation to employees of any Loan
Party; (v) payment of principal and interest for funds borrowed by a Loan Party;
or (vi) reimbursements of expenses paid on behalf of a Loan Party. The payment
of any fees, commissions or other compensation which are not normal and
customary without the prior written consent of Administrative Agent, if
required, shall constitute an automatic Event of Default (with no notice, cure
or grace period). The
parties to each Affiliate Agreement shall acknowledge and agree that such
agreement is terminable by SHP Subsidiaries or Administrative Agent upon notice,
without penalty, premium or liability for future or accrued liabilities or
obligations, if an Event of Default shall have occurred and is continuing under
the Loan Documents. Any
Management Agreement shall either (i) provide that such Management Agreement may
be terminated on no more than 30 days prior notice, with or without cause, and
without penalty, or (ii) be subject to a manager’s subordination agreement in
substantially the same form and substance as the Subordination Agreement of
Approved Manager delivered on the Closing Date and providing that if any Lender
acquires an ownership interest in Borrower, directly or indirectly, then the
Manager agrees that such Lender (or such purchaser at foreclosure) may terminate
the Management Agreement at any time upon thirty (30) days notice to the Manager
with or without cause or premium. Subject to the Senior Loan, following an Event
of Default under the Loan Documents, i) no Loan Party shall enter into any new
Affiliate Agreements without the prior written consent of Administrative Agent
in each case, and (ii) if requested by Administrative Agent in writing, Borrower
shall, or shall cause the SHP Subsidiaries or the applicable Loan Party to,
terminate the Management Agreement and any other Affiliate Agreement specified
by Administrative Agent within five (5) days after delivery of Administrative
Agent’s request without payment of any penalty, premium or termination fee. If
such Affiliate Agreement is not terminated in accordance with the immediately
preceding sentence, Administrative Agent shall have the right, and Borrower
hereby irrevocably authorizes Administrative Agent and irrevocably appoints
Administrative Agent as Borrower’s attorney-in-fact coupled with an interest, at
Administrative Agent’s sole option, to terminate the Management Agreement and
such Affiliate Agreement on behalf of and in the name of Borrower or the
applicable Loan Party, and Borrower hereby releases and waives any claims
against Administrative Agent or any Lender arising out of Administrative Agent’s
exercise of such authority. Any default, breach or violation of this Section 5.20 shall be an automatic
Event of Default (without any notice, grace or cure period.). 

       

      Section
5.21.        Equity Contribution.
Unless otherwise approved by Requisite Lenders in writing, until such time as
the Loan has been indefeasibly paid in full (together with all interest thereon
and other sums payable with respect thereto), Borrower shall cause the SHP
Subsidiaries at all times to keep the Equity Contribution invested in the
Properties as equity and shall not permit any return of the Equity
Contribution.

       

      Section
5.22.        Single Purpose
Entity. The SHP Subsidiaries shall at times be a Single Purpose Entity,
and Borrower shall not, and shall not permit any of the SHP Subsidiaries to take
any action inconsistent with the provisions which embody the requirements for a
Single Purpose Entity or as otherwise set forth in the respective SHP
Subsidiaries’ Organizational Documents.

       

      Section
5.23.        Intentionally
Omitted.

       

      
        
           


        

        
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      Section
5.24.        Loan Party
Compliance. Borrower shall take all steps necessary to cause each Loan
Party to comply with the terms and provisions of the Loan Documents and the
Senior Loan Documents.

       

      Section
5.25.        Continued Existence.
Borrower shall, and shall cause each Loan Party to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its
existence, and material rights, licenses, permits and franchises in compliance
with Applicable Law. Borrower shall not, and shall not allow, cause or permit
the SHP Subsidiaries to dissolve, terminate, liquidate, merge with, consolidate
into or acquire another Person. Borrower shall, and shall take all steps
necessary to cause each Loan Party, to at all times maintain, preserve and
protect all franchises and trade names and preserve all of such party’s property
used or useful in the conduct of their business and shall keep the Properties in
good working order and repair, and from time to time make, or cause to be made,
all reasonably necessary repairs, renewals, replacements, betterments and
improvements thereto. Borrower will not, and will not allow, cause or permit the
SHP Subsidiaries to change its name, identity (including its trade name or
names) or ownership structure without the Requisite Lender’s prior written
consent. Borrower shall not allow or permit any change in the use of the
Properties without the Requisite Lender’s prior written consent. Borrower will,
and will cause the SHP Subsidiaries to qualify to do business and will remain in
good standing under the laws of the states in which the Properties are located
and in each jurisdiction as and to the extent the same is required for the
ownership, maintenance, management and operation of the Properties.

       

      Section
5.26.        Conduct of Business.
Borrower shall not make, and shall cause the SHP Subsidiaries not to make, any
material change in the scope or nature of its business objectives, purposes or
operations, or undertake or participate in activities other than the continuance
of its present business without the Requisite Lender’s prior written consent not
to be withheld or delayed Borrower shall not, and shall not allow any Loan Party
to make any change in the location of its “place of business” or “chief
executive office” (as such terms are used in Section 9-307 of the Uniform
Commercial Code) without the prior written consent of Administrative Agent which
shall not be unreasonably withheld or delayed so long as Administrative Agent’s
security interest for the benefit of the Lenders in the Collateral remains a
fully perfected first priority security interest in the Collateral and provided
Borrower executes and delivers to Administrative Agent or causes to be executed
and delivered to Administrative Agent such UCC financing statements as
Administrative Agent may reasonably require.

       

      Section
5.27.        Additional Ownership
Covenants. Until the Debt and the Obligations have been fully paid and
performed (a) the Borrower shall be the sole and exclusive member of each of the SHP
Subsidiaries, (b) Guarantor shall be the sole and exclusive Company Manager of Borrower, in accordance
with Borrower’s Organizational Documents and (c) Guarantor shall have the
requisite power and authority to direct the management and affairs of Borrower,
Borrower shall have the requisite power and authority to solely control and
direct the management and affairs of each of the SHP Subsidiaries, except as
otherwise set forth in the SHP Subsidiaries’ Organizational
Documents.


      
        
           


        

        
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      Section
5.28.        Intentionally
Omitted. 

       

      Section
5.29.        Organizational
Documents. Unless otherwise consented to in writing by the Requisite
Lenders, Borrower shall not amend, modify or terminate, and shall not cause,
permit or cause the SHP Subsidiaries or any other Loan Party, to amend, modify
or terminate, its formation and Organizational Documents without the Requisite
Lender’s prior written consent.

       

      Section
5.30.        ERISA. 

       

      (a)          Borrower
covenants and agrees that it shall not engage in any transaction, nor will it
permit or cause any Loan Party to engage in any transaction, which would cause
any obligation or action taken or to be taken, hereunder (or the exercise by
Administrative Agent or any Lender of any of its rights under the Loan
Documents) to be a non-exempt (under a statutory or administrative class
exemption) prohibited transaction under ERISA.

       

      (b)          Borrower
further covenants and agrees to deliver to Administrative Agent such
certifications or other evidence from time to time throughout the term of the
Loan, as required by Administrative Agent, that:  (i) no Loan Party is an
“employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to
Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32)
of ERISA; (ii) no Loan Party is subject to state statutes regulating investments
and fiduciary obligations with respect to governmental plans; and (iii) one or
more of the following circumstances is true with respect to each Loan
Party:  (A) equity interests in such Loan Party are publicly offered
securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2); (B) less than 25
percent of each outstanding class of equity interests in such Loan Party are
held by “benefit plan investors” within the meaning of 29 C.F.R. §
2510.3-101(f)(2); and (C) each Loan Party qualifies as an “operating company” or
a “real estate operating company” within the meaning of 29 C.F.R. §
2510.3-101(c) or (e) or an investment company registered under The Investment
Company Act of 1940.

       

      Section
5.31.        Environmental.


       

      (a)          Compliance with
Environmental Laws. Borrower will cause, and will cause the SHP
Subsidiaries to cause, the use of the Properties to be in full compliance at all
times with all Environmental Laws.

       

      (b)          Environmental
Permits. Borrower shall, and shall cause the SHP Subsidiaries to, obtain
and maintain all required permits, approvals, certificates, licenses and other
authorizations relating to any Permitted Environmental Use.


      
        
           


        

        
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      (c)          Notification.
Borrower shall, and shall cause the SHP Subsidiaries to, immediately notify
Administrative Agent (with copies where applicable) of any claims, complaints,
notices, inquiries or other information which any Loan Party has or may receive
or obtain relating to any Environmental Condition of the Properties or any
surrounding areas.

       

      (d)          Inspection and
Reports. At the request of Administrative Agent at any time and from time
to time, Borrower shall, and shall cause the SHP Subsidiaries to, permit
Administrative Agent and its consultants and agents to perform an environmental
assessment of the Properties or any portion thereof, including the preparation
of any new or updated Environmental Report. In connection therewith,
Administrative Agent and its consultant and agents may enter upon and inspect
any of the Properties or any portion thereof and perform tests of the air, soil,
ground water and building materials; and Borrower will, and will cause the SHP
Subsidiaries to, cooperate and use best efforts to cause tenants and other
occupants of the Properties to cooperate with Administrative Agent and its
consultants and agents The cost of any such assessment and any report based
thereon will be deemed Loan Expenses (i) if the assessment or report discloses
any Environmental Condition which is not a Permitted Environmental Use or (ii)
if such assessment was initiated at a time when Administrative Agent has
reasonable cause to believe that an Environmental Condition exists at any of the
Properties which is not a Permitted Environmental Use or (iii) any time after
the occurrence of an Event of Default. Borrower and the Guarantor hereby
acknowledge and agree that in no event will Administrative Agent or any Lender,
their consultants or agents have any liability to Borrower or any other Loan
Party with respect to the results of any such assessment or report.

       

      (e)          Remedies. In the
event of any Environmental Condition affecting any of the Properties which is
not Permitted Environmental Use, whether or not any action to correct or
ameliorate such Environmental Condition has been ordered by any Governmental
Authority or other Person, the Requisite Lenders may (but shall have no
obligation), in the Requisite Lender’s sole discretion:

       

      (i)           by
notice to Borrower, obligate Borrower to take, or cause the SHP Subsidiaries to
take, appropriate action to correct or ameliorate such Environmental Condition,
in which event Borrower or the SHP Subsidiaries (as the case may be) shall take
such action at Borrower’s or SHP Subsidiaries’ sole expense;

       

      (ii)          enter
or cause its agents or consultants to enter upon the Property and take
appropriate action to correct or ameliorate the Environmental Condition, in
which case Borrower will, and will cause SHP Subsidiaries to, cooperate and use
best efforts to cause tenants and other occupants of the Properties to cooperate
with Administrative Agent and its consultants and agents; and/or

       

      (iii)         exercise
any other rights or remedies that Administrative Agent  or any Lender may
have.


      
        
           


        

        
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      Any
expenditures made by Administrative Agent or any Lender in exercising its rights
in connection with the foregoing shall be deemed Protective Advances.
Notwithstanding the above, any action or requirement of a Senior Lender
regarding such Environmental Condition shall supersede the ability of
Administrative Agent and Lender to take an action or requirement as set forth
hereunder.

       

      Section
5.32.        Estoppel Statements.
Within ten (10) days after request by Administrative Agent to Borrower, but not
more frequently than reasonably necessary, Borrower shall furnish to
Administrative Agent a statement, duly acknowledged and certified and setting
forth (A) the original principal amount of the Note, (B) the unpaid principal
amount of the Note, (C) the applicable interest rate of the Note, (D) the date
on installments of interest and principal were last paid, (E) the terms of
payment, (F) any offsets or defenses to the payment of the Loan, if any, (G)
that the Note, this Agreement and the other Loan Documents are valid, legal and
binding obligations of the Loan Parties, and have not been Amended or, if
Amended, giving particulars of such Amendment (H) that, except as provided in
such statement, there are no defaults or events which with the passage of time
or the giving of notice or both, would constitute an Event of Default under the
Loan Documents, (I) whether or not, to the best knowledge of the Loan Parties,
any of the tenants under the Leases are in default under the Leases, and, if any
of the tenants are in default, setting forth the specific nature of all such
defaults, and (J) as to any other matters reasonably requested by Administrative
Agent, including with respect to the Senior Loan (“Borrower Estoppel
Certificate”). 

       

      Section
5.33.        Cooperate in Legal
Proceedings. Borrower shall, and shall cause the SHP Subsidiaries to
cooperate fully with Administrative Agent and each Lender with respect to any
proceedings before any court, board or other Governmental Authority, which may
in any way affect the rights of Administrative Agent or any Lender hereunder, or
any rights obtained by Administrative Agent or any Lender under any of the other
Loan Documents and, in connection therewith, permit Administrative Agent, at its
election, to participate in any such proceedings on behalf of each
Lender.

       

      Section
5.34.        Further Assurances.
Borrower shall and shall cause each of the Loan Parties to, do and execute all
and such further lawful and reasonable acts, conveyances and assurances as are
reasonably required, as reasonably determined by Administrative Agent, to carry
out the intents and purposes of this Agreement and the other Loan Documents. At
Administrative Agent’s request, Borrower shall cause each of the Loan Parties to
execute and deliver on demand one or more financing statements or other
instruments, to evidence or perfect more effectively the security interest of
Administrative Agent for the benefit of each Lender in the Collateral, and if
any of the Loan Parties fails to execute and deliver any of the foregoing within
ten (10) Business Days after such request by Administrative Agent, Borrower on
its own behalf and on behalf of each Loan Party hereby grants to Administrative
Agent an irrevocable power of attorney coupled with an interest for the purpose
of exercising and perfecting any and all rights and remedies available to
Administrative Agent or any Lender pursuant to this Section 5.34, and hereby
authorizes Administrative Agent to execute in the name of such Loan Party or
without the signature of such Loan Party to the extent Administrative Agent may
lawfully do so, any such financing statements or other
instruments.


      
        
           


        

        
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      Section
5.35.        Contracts. Borrower
shall and shall cause the SHP Subsidiaries to, deliver or cause to be delivered
to Administrative Agent at least once a year copies of all new, material
contracts or other agreements (and all amendments, modifications or supplements
thereto) affecting any Loan Party or the use, maintenance, management or
operation of any of the Properties. All service, maintenance or other contracts
affecting the Properties shall be arms-length transactions with Persons who are
not Affiliates of any Loan Party, or are otherwise in the ordinary course of the
applicable Loan Party’s business and on terms and conditions not less favorable
than could be obtained from a third party and shall provide for the payment of
fees in amounts and upon terms not in excess of existing market rates, unless
otherwise approved by the Requisite Lenders.

       

      Section
5.36.        Intentionally
Omitted. 

       

      Section
5.37.        Intentionally
Omitted. 

       

      Section
5.38.        .  Borrower shall
prepare and deliver to Administrative Agent, within forty-five (45) days prior
to the beginning of each calendar year, an annual expenditure budget for the
Properties showing, on a month-by-month basis, in reasonable detail (i) each
line item of anticipated income and operating expenses, and (ii) each line item
of anticipated Capital Expenditures (“Annual Budget”). The Annual
Budget shall set forth in reasonable detail budgeted capital, operating and
other expenses, including without limitation the salaries and potential bonuses
and other compensation of directors, officers and employees of Borrower and the
SHP Subsidiaries. The Annual Budget through December 31, 2010 is attached hereto
as Exhibit N. Without
the consent of the Requisite Lenders, which shall not be unreasonably withheld,
Borrower shall not, and shall cause the SHP Subsidiaries not to, incur costs or
expenses in excess of the amounts set forth in the Annual Budget.

       

      Section
5.39.        Permitted Debt.


       

      (a)          Neither
Borrower nor any of SHP Subsidiaries shall incur any Indebtedness other than
Permitted Debt and other than new construction financing for newly acquired
development properties.

       

      (b)          Intentionally
Omitted.

       

      Section
5.40.        Franchise Agreements.
Without the prior written consent of the Requisite Lenders, which consent shall
not be unreasonably withheld, conditioned or delayed, Borrower shall not, and
shall cause SHP Subsidiaries to not (i) surrender, terminate the Franchise
Agreements, (ii) reduce or consent to the reduction of the term of the Franchise
Agreements, (iii) increase or consent to the increase of the amount of any
charges under the Franchise Agreements or (iv) otherwise modify, change,
supplement, restate, alter or amend, or waive or release any of its rights and
remedies under the Franchise Agreements in any material respect. In the event
that any Franchise Agreement expires or is terminated (without limiting any
obligation of Borrower to obtain the Requisite Lender’s consent to any
termination or modification of the Franchise Agreements in accordance with the
terms and provisions of this Agreement) Borrower shall promptly enter into a
replacement Franchise Agreement.


      
        
           


        

        
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      Section
5.41.        Intentionally
Omitted. 

       

      Section
5.42.        Debt Service Coverage
Ratio. The Properties shall have a Debt Service Coverage Ratio of (i)
1.10 until the Scheduled Maturity Date and (ii) 1.15 at all times following the
Scheduled Maturity Date.

       

      Section
5.43.        Representations.
Borrower shall cause all representations and warranties set forth in Article III to be true and
correct in all material respects at all times until the Loan is irrevocably
repaid in full, as fully as if each such representation and warranty were remade
as of each such date.

       

      ARTICLE
VI

       

      SENIOR
LOAN

       

      Section
6.1.          Compliance. Borrower
shall, and shall cause the SHP Subsidiaries to (a) pay all principal, interest
and other amounts required to be paid under and pursuant to the provisions of
the Senior Loan Documents; (b) diligently perform and observe all of the
material terms, covenants and conditions of the Senior Loan Documents (provided,
however, that any term, covenant or condition, the non-performance of which
would trigger a default or event of default under the Senior Loan Documents
shall be deemed “material”); (c) notify Administrative Agent in writing upon
receipt by Borrower or any SHP Subsidiary of any notice by the Senior Lender of
any default (whether or not subject to cure) by any Person in the performance or
observance of any of the terms, covenants or conditions of the Senior Loan
Documents; and (d) deliver to Administrative Agent a true copy of each such
other notice regarding a consent or request for consent, or other material
correspondence to or from Senior Lender in connection with or relating to the
Senior Loan.


      
        
           


        

        
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      Section
6.2.          Lender’s Cure Rights.


       

      (a)          Cure Rights. Without
limiting the generality of the other provisions of this Agreement, and without
waiving or releasing any Loan Party from any of their Obligations under the Loan
Documents, if there shall occur any default under the Senior Loan Documents or
if Senior Lender asserts that Borrower, any SHP Subsidiary or any other Person
has defaulted in the performance or observance of any term, covenant or
condition of the Senior Loan Documents (whether or not the same shall have
continued beyond any applicable notice or grace periods, whether or not Senior
Lender shall have accelerated the Senior Loan or delivered proper notice to
Borrower, SHP Subsidiaries or any other Person, and without regard to any other
defenses or offset rights Borrower, the SHP Subsidiaries or any other Person may
have against Senior Lender), Borrower and the SHP Subsidiaries hereby expressly
agree that Administrative Agent shall have the right (but not the obligation),
beginning on the date that is one half the number of days of the applicable cure
period from the date on which such cure period begins to run, without notice to
or demand on Borrower or the SHP Subsidiaries or any other Person, (A) to pay
all or any part of the Senior Loan that is then due and payable and any other
sums and to perform any act or take any action, on behalf of Borrower, the SHP
Subsidiaries or such other Person, as may be appropriate to cause all of the
terms, covenants and conditions of the Senior Loan Documents to be promptly
performed or observed, (B) to pay any other amounts and take any other action as
Administrative Agent shall deem reasonably necessary to protect or preserve the
rights and interests of Administrative Agent and each Lender in the Loan and/or
the Collateral, and (C) Administrative Agent may take any such action deemed
necessary by the Requisite Lenders to cure or attempt to cure any default under
the Senior Loan Documents. Borrower hereby expressly acknowledges and agrees
that neither the Administrative Agent nor any Lender shall have any obligation
to Senior Lender, Borrower, SHP Subsidiaries or any other Person to make any
such payment or performance or to complete any cure or attempted cure undertaken
or commenced by Administrative Agent or any Lender.

       

      (b)          Reliance. If the
Senior Lender or its agents or representatives shall deliver to Administrative
Agent a copy of any written statement, demand or notice of default or breach
under the Senior Loan Documents, such statement, demand or notice shall
constitute full protection to Administrative Agent and each Lender for any
action taken or omitted to be taken by Administrative Agent or any Lender, in
good faith, in reliance thereon, regardless of any protest or objection thereto
that any Loan Party may have or may wish to assert. As a material inducement to
the Lender’s making the Loan and entering into this Amended and Restated Loan
Agreement, Borrower and each other Loan Party hereby absolutely and
unconditionally releases and waives all claims, offsets, defenses or
counterclaims against Administrative Agent and each Lender arising out of
Administrative Agent or any Lender’s exercise of its rights and remedies
provided in this Article
VI.

       

      (c)          Amounts Secured;
Indemnification. All amounts paid (including any and all amounts paid
under or on, or on account of, the Senior Loan) and all costs and expenses
incurred by Administrative Agent or any Lender in exercising its rights under
this Article VI
(including Professional Fees), shall be Protective Advances, shall constitute a
portion of the Debt, shall be secured by the Loan Documents and shall be due and
payable to Administrative Agent within five (5) Business Days after demand
therefore by Administrative Agent. In furtherance thereof and in addition
thereto, Borrower hereby agrees to indemnify, defend and hold Administrative
Agent and each Lender harmless from and against all liabilities, obligations,
losses, damages, penalties, assessments, actions, or causes of action,
judgments, suits, claims, demands, costs, expenses (including Professional Fees
whether or not suit is brought and settlement costs) and disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted
against Administrative Agent or any Lender as a result of Administrative Agent
or any Lender taking any action which Administrative Agent or any Lender is
permitted to take under this Article VI, and any amounts so
paid by Administrative Agent or any Lender shall be deemed Protective
Advances.


      
        
           


        

        
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      (d)          Access and Authority.
Borrower, on behalf of itself and the SHP Subsidiaries, hereby grants
Administrative Agent and any Person designated by Administrative Agent the right
to enter upon any of the Properties at any time for the purpose of carrying out
the rights granted to Administrative Agent or any Lender under this Article VI. Borrower shall
not, and shall not cause, permit or cause SHP or any other Loan Party to impede,
interfere with, hinder or delay, any effort or action on the part of
Administrative Agent or any Lender to cure any default or asserted default under
the Senior Loan, or to otherwise protect or preserve Administrative Agent’s and
each Lender’s interests in the Loan and the Collateral, including the Properties
in accordance with the provisions of this Agreement and the other Loan
Documents. Further, in connection with the exercise of its rights in this Article VI, Administrative
Agent shall have the right at any time to discuss the Properties, the Senior
Loan, the Loan or any other matter directly with Senior Lender or Senior
Lender’s consultants, agents or representatives without notice to or permission
from Borrower or any other Loan Party, nor shall Administrative Agent have any
obligation to disclose such discussions or the contents thereof with the
Borrower or any other Loan Party.

       

      (e)          No Waiver. Any
default or breach under the Senior Loan Documents which is cured by
Administrative Agent or any Lender, whether or not such cure is prior to the
expiration of any applicable grace, notice or cure period under the Senior Loan
Documents, shall constitute an immediate Event of Default under this Agreement
without any notice, grace or cure period otherwise applicable under this
Agreement.

       

      (f)          Subrogation. In the
event that Administrative Agent or any Lender makes any payment in respect of a
Senior Loan, Administrative Agent shall be subrogated to all of the rights of
the respective Senior Lender under the Senior Loan Documents against the
respective Property(ies), the SHP Subsidiaries and each other obligor thereunder
in addition to all other rights Administrative Agent or any Lender may have
under the Loan Documents or Applicable Law.

       

      (g)          Reinstatement. In the
event the Administrative Agent or any Lender is required to pay over any payment
or distribution of assets, whether in cash, property or securities which is
applied to the Debt, including, without limitation, any proceeds of the
Properties previously received by Administrative Agent or any Lender on account
of the Loan to the Senior Lender, then Borrower agrees to indemnify
Administrative Agent and each Lender for any amounts so paid, and any amount so
paid shall continue to be owing pursuant to the Loan Documents as part of the
Debt notwithstanding the prior receipt of such payment by Administrative Agent
or any Lender.


      
        
           


        

        
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      Section
6.3.          Estoppels. If
permitted by the Senior Loan Documents, Borrower shall, and shall cause the SHP
Subsidiaries to, on an annual basis, obtain from Senior Lender such certificates
of estoppel with respect to compliance by Borrower and the SHP Subsidiaries with
the terms of its Senior Loan Documents as may be requested by Administrative
Agent and required to be given by Senior Lender pursuant to the Senior Loan
Documents. Borrower hereby indemnifies Administrative Agent and each Lender from
and against all liabilities, obligations, losses, damages, penalties,
assessments, actions, or causes of action, judgments, suits, claims, demands,
costs, expenses (including Professional Fees whether or not suit is brought and
settlement costs) and disbursements of any kind or nature whatsoever which may
be imposed on, incurred by, or asserted against Administrative Agent or any
Lender based in whole or in part upon any fact, event, condition, or
circumstances related to the Senior Loan which was misrepresented in, or which
warrants disclosure and was omitted from such estoppel.

       

      Section
6.4.          No Additional Senior Loan
Documents or Amendments. Without the prior written consent of the
Requisite Lenders, Borrower shall not, and shall cause the SHP Subsidiaries and
all other Loan Parties and any other Persons to not, enter into or become bound
by any agreements (or amendments, modifications or waivers of or under
agreements) with Senior Lender (written or otherwise) or any other lender that
are not set forth on Exhibit L
with respect to the Senior Loan. Without obtaining the prior written
consent of the Requisite Lenders, Borrower shall not, and shall cause the SHP
Subsidiaries and all other Persons executing the Senior Loan Documents not to
amend, modify, cancel, terminate, supplement or waive any rights or benefits of
Borrower or the SHP Subsidiaries or any other Loan Party under, any of the
Senior Loan Documents. Borrower shall promptly provide Administrative Agent with
a copy of any agreement entered into with the Senior Lender. 

       

      Notwithstanding
the forgoing, Borrower shall make best efforts to obtain new financing with
respect to any Property which is encumbered by a Senior Loan with a maturity
date during the term of the Loan, which such refinancing shall include the
transfer of the asset to a newly formed Single Purpose Entity whose 100% equity
shall be pledged to the Administrative Agent for the benefit of each Lender,
provided that in connection with such refinancing, Borrower shall not be
required to (i) provide a guaranty from Guarantor or Kerry Boekelheide, (ii)
paydown the outstanding principal amount of such Senior Loan by an amount in
excess of 120% of the amount set forth on Exhibit X attached hereto, or (iii)
accept any other obligation that is unduly burdensome and inconsistent with
loans taken on similar properties by similarly situated borrowers. In the event
the Borrower is unable to secure such financing, but does obtain a commitment
for financing based upon other terms and conditions, Administrative Agent, at
its sole option, may provide such financing on the same terms and conditions as
offered by the prospective lender, provided that any financing from the
Administrative Agent shall include (i) a transfer of the property to a newly
formed Single Purpose Entity and 100% equity pledge of the property owner, (ii)
a full payment guaranty from Borrower, (iii) a maximum two (2) year term, and
(iv) and an interest rate which is 150 basis points higher than the rate which
was offered by the applicable prospective lender. Any financing of the
properties located in Bloomington, Minnesota shall be a financing with respect
to both properties located in Bloomington, Minnesota. All financings pursuant to
this Section 6.4 shall comply with the Senior Loans. Each Lender party to this
Loan Agreement at the time of such financing will have the option (but not the
obligation) to participate in any such loan in pro rata proportion based on such
Lender’s Percentage Interest in the Loan.


      
        
           


        

        
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      Section
6.5.          Acquisition of the Senior
Loan. 

       

      (a)          Prohibition. No Loan
Party and no Affiliate thereof or any other Person acting upon their direction
or request shall acquire or agree to acquire, obtain, purchase or control the
Senior Loan, or any portion thereof or any interest therein, or any direct or
indirect Ownership Interest in the holder of, or participant in, the Senior Loan
in any manner whatsoever (except for holdings of stock that is publicly traded
on a nationally-recognized exchange), and any breach or attempted breach of this
provision shall constitute an immediate Event of Default hereunder without any
notice, grace or cure period otherwise applicable under this Agreement. If,
solely by operation of applicable subrogation law, any Loan Party or Affiliate
thereof shall be in breach of or fail to comply with the foregoing, then
Borrower (i) shall immediately notify Administrative Agent of such failure or
breach, and (ii) shall cause any and all Loan Parties and Affiliates thereof
acquiring any interest in the Senior Loan Documents (A) not to enforce the
Senior Loan Documents, and (B) upon the request of Administrative Agent, to the
extent any such Loan Party or Affiliate has the power or authority to do so, to
promptly (1) cancel, reconvey and release its interest in the Senior Loan
Documents, (2) discontinue and terminate any enforcement proceeding(s) under the
Senior Loan Documents and (3) assign and transfer its interest in the Senior
Loan Documents to Administrative Agent or the Lenders.

       

      (b)          By Lender. The
Lenders shall have the right during the continuance of an Event of Default or
during an event of default under the Senior Loan to acquire all or any portion
of the Senior Loan or any interest in any holder of, or participant in, the
Senior Loan without notice or consent of Borrower or any other Loan Party, in
which event the Lenders shall have and may exercise all rights of the Senior
Lender thereunder (to the extent of its interest), including the right (i) to
declare that the Senior Loan is in default and (ii) to accelerate the Senior
Loan indebtedness, in accordance with the terms thereof and (iii) to pursue all
remedies against any obligor under the Senior Loan Documents. In addition,
Borrower and each other Loan Party hereby expressly agree that any claims,
counterclaims, defenses, offsets, deductions or reductions of any kind which
Borrower or any other Person may have against Senior Lender relating to or
arising out of the Senior Loan shall be the personal obligation of Senior
Lender, and in no event shall the SHP Subsidiaries, Borrower or any other Loan
Party be entitled to bring, pursue or raise any such claims, counterclaims,
defenses, offsets, deductions or reductions against Administrative Agent, any
Lender or any Affiliate of Lender or any other Person as the successor holder of
the Senior Loan or any interest therein.


      
        
           


        

        
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      Section
6.6.          Intentionally
Omitted. 

       

      Section
6.7.          Intentionally
Omitted. 

       

      Section
6.8.          Deed-in-Lieu. Without
the prior written consent of the Requisite Lenders, Borrower shall not, and
shall not cause, cause or permit the SHP Subsidiaries to, enter into any
deed-in-lieu or consensual foreclosure with or for the benefit of Senior Lender
or any of Senior Lender’s Affiliates. Without the express prior written consent
of the Requisite Lenders, Borrower shall not, and shall not cause, cause or
permit the SHP Subsidiaries to, enter into any consensual sale or other
transaction in connection with the Senior Loan which could diminish, modify,
terminate, impair or otherwise adversely affect the interests of the
Administrative Agent or any Lender in the Collateral or any portion thereof or
any interest therein.

       

      Section
6.9.          Refinancing. Without
the prior written consent of the Requisite Lenders, which consent shall not be
unreasonably withheld, conditioned or delayed, Borrower shall not refinance, or
cause the SHP Subsidiaries to Refinance, the Senior Loan, except as permitted by
Section 6.4 above.

       

      Section
6.10.        Senior Loan
Mechanics. Administrative Agent agrees to execute and deliver such
further documents, consistent with the terms hereof, as any Senior Lender may
reasonably request regarding such Senior Lenders rights to specific collateral.
Further, Administrative Agent agrees to enter into intercreditor agreements as
reasonably requested by Senior Lender and agrees to allow Senior Lender to
direct cash flows from a Property or entity into such Senior Lender’s lockbox
account, provided such lockbox account provides for the automatic release of
funds contained therein, after the payment of debt service and customary
reserves or expenses on Senior Loan, to Lender’s Lockbox Account.

       

      Section
6.11.        Independent Approval
Rights. Except as otherwise set forth herein, if any action, proposed
action or other decision is consented to or approved by Senior Lender, such
consent or approval shall not be binding or controlling on Administrative Agent
or any Lender. Borrower hereby acknowledges and agrees that (i) the risks of
Senior Lender in making the Senior Loan are different from the risks of Lender
in making the Loan, (ii) in determining whether to grant, deny, withhold or
condition any requested consent or approval Senior Lender and Administrative
Agent or Lender may reasonably reach different conclusions, and (iii)
Administrative Agent and/or any Lender, as applicable, has an absolute
independent right to grant, deny, withhold or condition any requested consent or
approval based on its own point of view. Further, the denial by Administrative
Agent or any Lender of a requested consent or approval shall not create any
liability or other obligation of Administrative Agent or any Lender if the
denial of such consent or approval results directly or indirectly in a default
under the Senior Loan, and Borrower, the SHP Subsidiaries and the Guarantor
hereby waive any claim of liability against Administrative Agent or any Lender
arising from any such denial.


      
        
           


        

        
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      Section
6.12.        Event of Default. Any
breach, violation or default under this Article VI be an automatic
Event of Default (without any notice, grace or cure period).

       

      ARTICLE
VII


       

      TRANSFERS
OF INTERESTS

       

      Section
7.1.          Transfer. Without the
prior written consent of each Lender, which shall not be unreasonably withheld,
conditioned or delayed, except as specifically permitted by this Agreement,
Borrower shall not, and shall not allow, permit or cause to occur any Transfer
of any of the Properties or any portion thereof or any Ownership Interest
therein. Any Transfer of any of the Properties or any portion thereof or
interest therein, including any direct or indirect Transfer of any interests in
any Loan Party, directly or indirectly and no matter how remote (including
preferred equity or securities convertible into preferred or common equity),
whether or not intentional or unintentional, whether or not within the control
of Borrower or any other Loan Party, whether by operation of law or otherwise,
or the Transfer of a controlling interest in any Person having a direct or
indirect (and no matter how remote) legal or beneficial Ownership Interest in
any Loan Party, except as specifically permitted by this Agreement, including
any legal or beneficial interest in any constituent member, partner or owner of
such Persons, or the change, removal, resignation or addition of a partner,
joint venturer or member in any Loan Party, in each case, without the prior
written consent of each Lender, which consent in any and all circumstances may
be conditioned or denied for any reason or no reason, shall be an immediate
Event of Default without any notice, grace or cure period. The provisions of the
foregoing two sentences of this Section 7.1 shall apply to
each and every such further Transfer, regardless of whether or not Lender has
consented to, or waived its rights hereunder with respect to, any such previous
Transfer, and irrespective of whether such further Transfer is voluntary, by
reason of operation of law or is otherwise made. 

       

      Section
7.2.          Contracts to
Transfer. Without the prior written consent of each Lender or except as
otherwise permitted herein, Borrower shall not enter into, and shall not allow,
permit or cause any other Person to enter into, any contract, option, right of
first offer, right of first refusal or other agreement to Transfer any of the
Properties or any Ownership Interest or other interest, direct or indirect and
no matter how remote that is prohibited by Section 7.1. Any default,
breach or violation of this Section 7.2 shall be an
automatic Event of Default (without any notice, grace or cure
period).


      
        
           


        

        
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      Section
7.3.          Costs and Expenses, Further
Assurances. Except as otherwise provided herein, in the case of any
proposed Transfer, Borrower shall give Administrative Agent at least thirty (30)
days prior written notice of such proposed Transfer. In the case of a Transfer
which each Lender (in its sole and absolute discretion) may approve, as a
condition to such Transfer, Borrower shall cause to be delivered to
Administrative Agent for the benefit of each Lender such pledge and security
agreements, financing statements and other instruments, to evidence
Administrative Agent and each Lender’s continuing security interest in the
Collateral as Administrative Agent may require, and deliver such further
assurances as Administrative Agent may require, including the following in form
and substance satisfactory to Administrative Agent: opinions of counsel,
non-consolidation opinion, a newly certified Ownership Chart, evidence that the
Transfer is permitted under the Senior Loan, the reaffirmation of the Guarantors
and payment of any applicable transfer taxes. Borrower shall pay or cause to be
paid Administrative Agent’s and Servicer’s out of pocket costs and expenses
relating to any Lender approved Transfer, or any proposed Transfer which Lender
does not approve (including Professional Fees and the Servicer’s fees, costs and
expenses).

       

      Section
7.4.          Control. Borrower
shall at all times maintain a 100% ownership interest in SHP Subsidiaries.


       

      Section
7.5.          Application of Sale
Proceeds. In the event that (i) Borrower, with Lender’s consent,
Transfers a Borrower Property (ii) a SHP Subsidiary, with Lender’s consent,
Transfers a SHP Subsidiary Property or (iii) Borrower Transfers any owned real
property that is not Collateral for this Loan, then any residual value from such
Transfer, following the payoff of the Senior Loan applicable to such transferred
property (if any) and all reasonable, third party costs of such sale or
transfer, shall be paid to Administrative Agent to be applied as follows: (a)
fifty-one (51%) percent to be deposited into either the ECF Reserve Account A or
ECF Reserve Account B, as applicable in accordance with Section 5.19(b), and (b)
forty-nine (49%) towards payment of the Debt as set forth in the Note.


       

      Section
7.6.          Transfers of
Interests

       

      (a)          If,
without Lender’s prior written consent, (i) any interest in a Loan Party is sold
or conveyed; (ii) any ownership interest in a Loan Party is further encumbered
or pledged; or, (iii) without limiting the generality of clause (i) above, the
ownership of shares of a Loan Party, if a corporation, or of any corporate
general partner of a Loan Party, if a partnership, or the general partnership
interests in any partnership which is a general partner of a Loan Party, or any
membership interest in a Loan Party which is a limited liability company, or any
beneficial interest in any a Loan Party which is a trust or trustee, is sold or
conveyed, the Requisite Lenders shall at their sole discretion be entitled to
accelerate the Loan and declare the then unpaid principal balance and all
accrued interest and other sums due and payable under the Note due and payable
and exercise all remedies available to Administrative Agent or Lender under the
Loan Documents.  Beneficial ownership of Borrower is comprised of
membership interests falling into four classes of interests:  Class A
Members, Class A-1 Members, Class B Members and Class C Members (all as defined
or provided for in Borrower’s Third Amended and Restated Operating Agreement
(“Operating
Agreement”)). The entire Class C Membership Interest is owned directly by
The Summit Group, Inc., a South Dakota corporation, which is the Company Manager
(as defined in the Operating Agreement) and Guarantor.


      
        
           


        

        
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      (b)          Notwithstanding
the restrictions of paragraph (a) above, no (a) transfer, sale or assignment or
(b) creation, of any Class A Membership Interest, Class A-1 Membership Interest
or Class B Membership Interest in Borrower shall require Lender’s notification
or consent, allow Administrative Agent or any Lender to enforce the remedies set
forth in this paragraph (a) above, so long as such transfer,
sale, assignment or creation of such interest(s) does not result in a Change of
Control. For purposes hereof, a “Change of
Control” occurs when, in connection with a transaction or related series
of transactions, (i) The Summit Group, Inc. no longer retains Class C Membership
Interests in Borrower equivalent to at least 40% of the Sharing Ratios (as
defined in the Operating Agreement) of Borrower; or (ii) The Summit Group, Inc.
is no longer the Company Manager of Borrower.

       

      (c)          Furthermore,
the Lenders will permit a one time transfer, sale, assignment or creation of
membership interests resulting in a Change in Control; provided, (i)(a) the
transferee has a financial and credit standing and management expertise
acceptable to the Requisite Lenders as equal or greater than that of Borrower on
the date hereof, and (b) the Class C Member and the Company Manager has
management expertise acceptable to the Requisite Lenders; (ii) assumption
documents in form and substance satisfactory to the Administrative Agent are
executed by the transferee; (iii) the Lenders are paid a transfer fee equal to
one percent (1%) of the then outstanding indebtedness; (iv) Borrower reimburses
Administrative Agent and each Lender at closing all fees and expenses associated
with the transfer including legal fees; (v) Administrative Agent receives an
endorsement to Administrative Agent’s mortgagee’s title insurance policy, if
any, in form and substance acceptable to Administrative Agent (vi) at
Administrative Agent’s option, Administrative Agent receives opinions of counsel
and Borrower and transferee authorization documents in form and substance
acceptable to Administrative Agent; and (vii) no Event of Default shall have
occurred and be continuing hereunder or under any of the other Loan Documents.
Further, Administrative Agent, in its sole judgment and discretion, may require
individuals specifically named by Administrative Agent to deliver to
Administrative an Environmental Indemnification Agreement on Administrative
Agent’s standard form. The rights granted to Borrower in this paragraph (c) are
personal to Borrower, shall be extinguished after the exercise thereof, and
shall not inure to the benefit of any subsequent transferee. Such transfer and
assumption will not, however, release Borrower or any guarantors, from any
liability to the Administrative Agent or any Lender without the prior written
consent of each Lender, which consent may be given or withheld in each Lender’s
sole discretion, but if given, may be conditioned upon, without limitation, the
execution of new guaranties from principals of the transferee as Administrative
Agent deems necessary, execution by the principals of the transferee of
Administrative
Agent’s standard Environmental Indemnification Agreement and such other requirements as Administrative
Agent or any Lender
may deem appropriate in its discretion.


      
        
           


        

        
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    (d)           Notwithstanding
the restrictions of Section 7.6 Lender will permit the following transfers of
ownership interests within The Summit Group, Inc. without the 1% fee or any
change in the Loan terms provided that: (i) no Event of Default shall have
occurred and be continuing hereunder or under the Loan Documents or any separate
documents guaranteeing Borrower’s payment and performance of the Loan; (ii)
Administrative Agent is promptly notified of such proposed transfer and provided
with such documentation evidencing the transfer and identity of the transferee
as reasonably requested by Administrative Agent; (iii) assumption documents, if
deemed necessary by the Administrative Agent, in a form that is acceptable to
Administrative Agent are executed by the transferee; and (iv) Borrower
reimburses Administrative Agent for all fees and expenses including reasonable
attorney’s fees associated with Administrative Agent’s review and documentation
of the transfer:

    


    (i)           Any
ownership interest in The Summit Group, Inc. may be transferred upon the death
of the holder of said interest but only by will or intestacy.

     

    (ii)          Any
ownership interest in The Summit Group, Inc. may be voluntarily sold,
transferred, conveyed or assigned to immediate family members or to a family
trust for estate planning purposes, provided that at all times there exists a
minimum of 51% voting control of The Summit Group, Inc. and the Borrower by the
party or parties owning interests as of the date hereof.  “Immediate family
members” shall mean the spouse, children, grandchildren, siblings, and
the siblings’ children, of each holder of an ownership interest in The Summit
Group, Inc., as of the date hereof, or a trust for the benefit of one or more of
any such persons.

     

    (iii)         Any
ownership interest in The Summit Group, Inc. may be voluntarily sold,
transferred or conveyed or assigned to another person owning an ownership
interest in The Summit Group, Inc. as of the date hereof.

     

    (iv)         Any
non-voting ownership interest in The Summit Group, Inc. may be voluntarily sold,
transferred or conveyed or assigned to an employee, officer, or director of
Borrower or Guarantor.


    
      
         


      

      
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    ARTICLE
VIII

     

    INTENTIONALLY
OMITTED 

     

    ARTICLE
IX

     

    DEFAULTS;
REMEDIES

     

    Section
9.1.           Events of
Default.  The term “Event of Default” as used in
this Agreement shall mean the occurrence of (i) any one or more of the following
events set forth in this Section 9.1 or (ii) any other
Event of Default set forth in Section 9.2;

     

    (a)           If
Borrower shall fail to make any principal or interest payment to Administrative
Agent under the Loan Documents when due and payable, and Borrower’s failure to
make such payment shall continue for ten (10) days (inclusive of the first day
such payment was due), except that no grace or cure period shall apply to
payment of any amounts due on the Maturity Date, or Borrower shall fail to pay
the Debt or any portion thereof on the Maturity Date;

     

    (b)           If
any representation or warranty of any Loan Party in any Loan Document or in any
certificate, report, financial statement or other instrument or document
furnished to Administrative Agent by or on behalf of any Loan Party shall have
been false or misleading in any material respect when made or deemed remade in
accordance with Section
3.2; provided, however, if such false or misleading representation or
warranty is susceptible of being cured within thirty (30) days, the same shall
be an Event of Default hereunder only if the same is not cured within a
reasonable time not to exceed thirty (30) days after notice from Administrative
Agent;

     

    (c)           Any
violation, breach or default continuing beyond, 15 days after written notice
from Administrative Agent on non-monetary defaults, or otherwise applicable
grace periods, under Section 5.4, Section 5.5, Section 5.6, Section 5.9, Section
5.14, Section 5.19, Section 5.20, Section 5.21, Section 5.22, Section 5.23,
Section 5.25, Section 5.26, Section 5.27, Section 5.28, Section 5.29, Section
5.30, Section 5.41, Section 5.42, Article VI, Article VII or Article
VIII;

     

    (d)           If
any Loan Party executes any chattel mortgage or other security agreement with
respect to any materials, equipment, furniture, fixtures or any Personal
Property used in the use of the Properties, except for Permitted Liens or as
otherwise permitted herein, or if Borrower does not, or does not cause the SHP
Subsidiaries to, furnish to Administrative Agent on reasonable request the
contracts, bills of sale, statements, receipted vouchers or other agreements,
under which Borrower or the SHP Subsidiaries claim title to such Personal
Property;

     

    (e)           Any
sequestration or attachment of, or any levy or execution upon the Properties or
any portion of the Collateral, which sequestration, attachment, levy or
execution is not released, expunged or dismissed within sixty (60) days, or if
earlier, the date that is ten (10) days prior to the public or private sale
thereof;

     

    (f)         
  Borrower, the SHP Subsidiaries or any Loan Party shall commence any
case, proceeding or other action (i) under any Bankruptcy Law seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (ii) seeking appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for any substantial
portion of its assets, or Borrower, the SHP Subsidiaries or any Loan Party shall
make a general assignment for the benefit of its creditors;


    
      
         


      

      
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    (g)           There
shall be commenced by any Person against Borrower, the SHP Subsidiaries or any
Loan Party any case, proceeding or other action of a nature referred to in
subsection (g) above which (i) results in the entry of an order for relief or
any such adjudication or appointment, or (ii) remains undismissed, undischarged
or unbonded for a period of sixty (60) days; or Borrower, the SHP Subsidiaries
or any Loan Party shall take any action seeking to convert any case filed
against it under Chapter 7 of the Federal Bankruptcy Law to a Chapter 11 case
under Federal Bankruptcy Law, or vice versa;

     

    (h)           Borrower,
the SHP Subsidiaries or any Loan Party shall take any action in furtherance of,
or indicating its consent to, approval of, or acquiescence in, any of the acts
set forth in Section 9.1(f)
or (g)
above;

     

    (i)       
    The SHP Subsidiaries, Borrower or any Loan Party shall
not, or shall be unable to, or shall admit in writing its inability to, pay its
debts generally as they become due;

     

    (j)      
     If one or more final judgments or decrees in
excess of $100,000 shall be entered against the SHP Subsidiaries, Borrower or
any Loan Party which is not fully paid within 30 days from the entry
thereof;

     

    (k)           If
any amounts disbursed under the Loan are applied or used for purposes other than
those approved by Administrative Agent in writing or permitted under the Loan
Documents;

     

    (l)       
    If the SHP Subsidiaries or Borrower shall incur any
Indebtedness other than Permitted Debt;

     

    (m)          If
there shall occur any breach or default under the Senior Loan Documents, and any
grace, notice or cure period has expired;

     

    (n)           If
any Loan Party intentionally misapplies or converts (i) any Loss Proceeds (ii)
any revenues of the Properties, or (iii) any deposits, sale proceeds or other
funds or income arising with respect to the Properties or any part
thereof;

     

    (o)           If
any Loan Party or Affiliate of any Loan Party shall interfere with any right to
cure granted to Administrative Agent or any Lender in any of the Loan Documents
(including the rights granted to Administrative Agent and any Lender in Article VI of this
Agreement);

     

    (p)           intentionally
omitted;

     

    (q)           If
any Loan Party is deemed to hold “plan assets” within
the meaning of ERISA or any regulations promulgated thereunder of an employee
benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I
of ERISA or any plan (within the meaning of Section 4975 of the
Code);


    
      
         


      

      
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    (r)       
    If any Recourse Event occurs;

     

    (s)           If
the Pledge Agreements shall cease for any reason to be enforceable and in full
force and effect and of the priority purported to be created thereby or if the
Pledge Agreements cease to create a first priority, fully perfected security
interest in the Collateral;

     

    (t) 
          Intentionally
Omitted; or

     

    (u)           If
an event occurs which, under the terms of this Agreement or any other Loan
Document, which by such terms is deemed to constitute “Event of Default” under
such Loan Document.

     

    Section
9.2.           Other Event of
Default.  If any event or circumstance exists or has occurred
(other than the event or circumstances described in Section 9.1) which is a violation,
default or breach of any of the terms, provisions or conditions of this
Agreement or any of the Loan Documents, and such violation, default or breach is
not fully cured by Borrower or other Loan Party:  (i) within the
specified notice or cure period, if any, provided for in this Agreement or such
Loan Document or (ii) if this Agreement or such Loan Document does not provide
for a grace, notice or cure period, within twenty (20) days after written notice
from Administrative Agent in the case of any violation, default or breach which
can be cured by the payment of a sum of money, or (iii) within thirty (30) days
after written notice from Administrative Agent in the case of any other
violation, default or breach, then the same shall be an Event of Default
hereunder; provided, however, in the case of a violation, default or breach
referred to in clause (iii) which is capable of cure but cannot reasonably be
cured within such thirty (30) day period, and provided Borrower or other Loan
Party shall have commenced to cure such violation, default or breach within such
thirty (30) day period and thereafter diligently and expeditiously proceeds to
cure the same, such thirty (30) day period shall be extended for so long as it
shall require Borrower or such other Loan Party in the exercise of due diligence
to cure such violation, default or breach, but in no event shall such cure
period extend beyond ninety (90) days following notice from Administrative Agent
of such violation, default or breach.  Notwithstanding anything to the
contrary Section 9.1 or
the preceding provisions of this Section 9.2, if any event or
circumstance would result in a default or event of default under the Senior Loan
Documents and the Senior Loan Documents provide a shorter grace, notice or
opportunity to cure, if any, than Section 9.1 or the preceding
provisions of this Section
9.2, then the grace, notice or cure period set forth in the Senior Loan
Documents shall be substituted for the grace, notice or cure period set forth in
Section 9.1 or the
preceding provisions of this  Section 9.2.

     

    
      
         


      

      
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    Section
9.3.           Remedies.  

     

    (a)           Upon
the occurrence of any Event of Default and expiration of any applicable grace or
cure period, Borrower agrees that Administrative Agent may (but without any
obligation to do so) and at the request of the Requisite Lenders shall, take
such action, without notice or demand, as Administrative Agent or Requisite
Lenders deems advisable to protect and enforce its rights against Borrower or
any Loan Party and in and to the Collateral, including the following actions,
each of which may be pursued concurrently, separately or otherwise, at such time
and in such order as Administrative Agent may determine, in its sole and
absolute discretion, without impairing or otherwise affecting the other rights
and remedies of Administrative Agent  or any Lender (and any and all
costs and expenses, including Professional Fees, paid or incurred by
Administrative Agent or any Lender in connection with the following shall
constitute a Protective Advance) and shall be payable on demand:

     

    (i)           declare
the entire unpaid Debt to be immediately due and payable; provided, however, if
any Event of Default as described in Section 9.1(f), (g) or (h) above shall occur, the
entire unpaid Debt shall be automatically due and payable, without any further
notice, demand or other action by Administrative Agent or any
Lender;

     

    (ii)          institute
proceedings, judicial or otherwise, or take any other action, for the
enforcement of Administrative Agent or any Lender’s rights under the Loan
Documents or at law or in equity, including the foreclosure, auction or sale
(public or private) of the Collateral or any portion thereof;

     

    (iii)         terminate,
in whole or in part, any obligation Lender may have to make any advance
hereunder;

     

    (iv)        institute
an action, suit or proceeding in equity for the specific performance of any
covenant, condition or agreement contained in the Loan Documents;

     

    (v)         recover
judgment on the Note either before, during or after any proceedings for the
enforcement of the Loan Documents;

     

    (vi)        exercise
any and all rights and remedies granted to a secured party upon default under
any applicable Uniform Commercial Code;

     

    (vii)       exercise
all or any one or more of the rights, powers and other remedies available to
Administrative Agent or any Lender against any of the Loan Parties under the
Loan Documents, at law or in equity, at any time and from time to time, whether
or not all or any portion of the Debt shall be declared due and payable, and
whether or not Administrative Agent on behalf of Lender shall have commenced any
foreclosure proceedings or other action for the enforcement of its rights and
remedies under any of the Loan Documents with respect to the Collateral,
including exercising all or any one or more of the rights, powers and remedies
available to Administrative Agent  or Lender under the
Guaranty;


    
      
         


      

      
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    (viii)      apply
any sums then deposited in the Lockbox Account and any other sums held in escrow
or otherwise by Administrative Agent for the benefit of Lender in accordance
with the terms the Loan Documents to the payment of the Debt in such order of
payment as the Requisite Lenders shall elect;

     

    (ix)         pay,
perform, or cause the performance of (provided neither the Administrative Agent
nor any Lender shall have any obligation to do so) such covenant or obligation;
and

     

    (x)          pursue
such other remedies and rights as Administrative Agent or any Lender may have
under any Applicable Law or at equity.

     

    (b)           Default
Rate.  Upon the occurrence and during the continuance of an
Event of Default, interest on the outstanding principal balance of the Loan and,
to the extent permitted by law, overdue interest and other amounts due in
respect of the Loan, shall accrue at the Default Rate, calculated from the date
such payment was due without regard to any notice, grace or cure periods
contained herein.  Interest at the Default Rate shall be computed from
the occurrence of the Event of Default until the actual receipt and collection
of the Debt (or that portion thereof that is then due).  To the extent
permitted by applicable law, interest at the Default Rate shall be added to the
Debt, shall itself accrue interest at the same rate as the Loan and shall be
secured by the Collateral.  This paragraph shall not be construed as
an agreement or privilege to extend the date of the payment of the Debt, nor as
a waiver of any other right or remedy accruing to Administrative Agent or Lender
by reason of the occurrence of any Event of Default; the acceptance of any
payment by Administrative Agent or Lender shall not be deemed to cure or
constitute a waiver of any Event of Default; and Administrative Agent and Lender
retain their rights under this Agreement and the other Loan Documents to
accelerate and to continue to demand payment of the Debt upon the happening of
any Event of Default, despite any payments made to Administrative Agent or
Lender after the occurrence of such Event of Default.

     

    (c)           Proceeds.  The
proceeds of any disposition of the Collateral, or any part thereof, or any other
sums collected by Administrative Agent or Lender pursuant to the Loan Documents,
may be applied by Administrative Agent or Lender to the payment of the Debt in
such priority and proportions as the Requisite Lenders in their discretion shall
deem proper.

     

    (d)           Lender
Action.  Upon the occurrence of any Event of Default,
Administrative Agent may, and at the request of the Requisite Lenders shall, but
without any obligation to do so and without notice to or demand on any Loan
Party and without releasing Borrower or any Loan Party from any Obligation, take
any action in such manner and to such extent as Administrative Agent or
Requisite Lenders may deem necessary to protect the Collateral and/or take any
action to cure any Event of Default, including any default under the Senior
Loan, provided however, that cures of defaults under the Senior Loan shall be
after the expiration of 1⁄2 of any applicable cure period granted by the Senior
Loan Documents.  Borrower, for itself and on behalf of each of the
Loan Parties, agrees that Administrative Agent is authorized to enter upon any
of the Properties for such purposes, or appear in, defend, or bring an action or
proceeding to protect its interest in the Properties or to collect the Debt, and
the cost and expense thereof (including Professional Fees), shall constitute a
Protective Advance and shall be payable on demand.


    
      
         


      

      
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    (e)           No
Cure.  Administrative Agent’s, Lender’s or Senior Lender’s
exercise of any right or remedy which has the effect of remedying an Event of
Default under the Loan Documents or any default under the Senior Loan Documents
shall not constitute a cure or waiver of such Event of Default.

     

    (f)   
        Senior
Loan.  Administrative Agent and Lender’s remedies under this
subsection shall be in addition to Administrative Agent and Lender’s rights
relating to the Senior Loan Documents set forth in Article VI of this
Agreement.

     

    (g)           No
Waiver.  The failure of Administrative Agent or Lender to
insist upon strict performance of any term, covenant or condition contained in
the Loan Documents shall not be deemed to be a waiver, modification, amendment
or estoppel with respect to the enforcement of such term, covenant or
condition.  No Loan Party shall be relieved or released from their
respective Obligations by reason of (i) the failure of Administrative Agent or
Lender to comply with any request of any Loan Party to take any action to
enforce any of the provisions of the Loan Documents, (ii) the release,
regardless of consideration, of the whole or any part of the Collateral, or of
any Person liable for the Debt or any portion thereof, or (iii) any agreement or
stipulation by Administrative Agent or Lender extending the time of payment or
otherwise modifying or supplementing the terms of the Loan
Documents.  Administrative Agent may resort for the payment of the
Debt to any Collateral held by Administrative Agent for the benefit of Lender in
such order and manner as Administrative Agent, in its discretion, may
elect.  Administrative Agent may take action to recover the Debt, or
any portion thereof, or to enforce any covenant hereof without prejudice to the
right of Administrative Agent  or any Lender thereafter to recover
against the Collateral under the Loan Documents.  The rights of
Administrative Agent and Lender under each of the Loan Documents shall be
separate, distinct and cumulative and none shall be given effect to the
exclusion of the others.  No act of Administrative Agent or Lender
shall be construed as an election to proceed under any one provision of any Loan
Document to the exclusion of any other provision.  Administrative
Agent and Lender shall not be limited exclusively to the rights and remedies
herein stated but shall be entitled to every right and remedy now or hereafter
afforded at law or in equity.


    
      
         


      

      
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    Section
9.4.           Costs of
Enforcement.  In the event of the (i) exercise of any remedy by
Administrative Agent or Lender under this Agreement or the other Loan Documents
or following the occurrence of an Event of Default, (ii) foreclosure of the
Security Instruments or Pledge Agreements, (iii) bankruptcy, insolvency,
reorganization, rehabilitation, liquidation or other similar proceeding in
respect of any Loan Party or an assignment by any Loan Party for the benefit of
its creditors, (iv) enforcement of any obligations of or collection of any
payments due from any Loan Party under this Agreement, the other Loan Documents
or with respect to the Collateral, or (v) incurring of any costs or expenses by
Administrative Agent or Lender in connection with any refinancing or
restructuring of the credit arrangements provided under this Agreement in the
nature of a “work-out”, then Borrower, its successors or assigns, shall pay to
Administrative Agent, for itself and on behalf of Lender, on demand any and all
expenses, including Professional Fees, incurred or paid by Administrative Agent
or any Lender in connection therewith or in protecting Administrative Agent and
Lender’s interest in the Collateral or in collecting any amount payable
hereunder or in enforcing Administrative Agent or Lender’s rights hereunder with
respect to the Collateral, whether or not any legal proceeding is commenced
hereunder or thereunder and whether or not any Unmatured Default or Event of
Default shall have occurred and is continuing, together with interest thereon at
the Default Rate from the date paid or incurred by Administrative Agent or any
Lender until such expenses are paid by Borrower.  

     

    Section
9.5.           Additional
Waivers.  Borrower agrees that if an Event of Default is
continuing (i) to the maximum extent allowed by law, Administrative Agent and
Lender are not subject to any “one action” or “election of remedies” law or
rule, and (ii) all Liens and other rights, remedies or privileges provided to
Administrative Agent or any Lender shall remain in full force and effect until
Administrative Agent or Lender has exhausted all remedies against the
Collateral, the Security Instruments and the Pledge Agreements has been
foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or
the Debt has been paid in full.

     

    ARTICLE
X

     

    EXCULPATION

     

    Section
10.1.         Exculpation.  

     

    (a)           Administrative
Agent and Lender may not enforce the liability and obligation of Borrower or any
other Loan Party by any action or proceeding against the Borrower wherein a
money judgment shall be sought personally against the Borrower, except pursuant
to the provisions of Sections 10.3 and 10.4.   Notwithstanding
the immediately preceding sentence or any other provision of this Agreement or
any other Loan Document, (A) Administrative Agent and Lender shall be entitled
to exercise their rights and remedies under any Guaranty against any Guarantor
to the full extent provided therein without in any way being restricted, limited
or impaired by any provision or term contained in this Article X; and (B)
Administrative Agent, on behalf of Lender, may bring any foreclosure action,
action for specific performance, UCC auction or sale (public or private) or any
other action or proceeding against Borrower or any other Loan Party (“Remedial Action”) to enable
Administrative Agent to enforce and realize upon Administrative Agent’s security
interest and Lien in and on the Collateral given to Administrative Agent for the
benefit of Lender pursuant to the Loan Documents; provided, however,
that, in the case of any Remedial Action referred to in this clause (B), subject
to the qualifications in clause (A), the qualifications below and the provisions
of Sections 10.2, 10.3 and
10.4, any judgment in any such Remedial Action shall be enforceable
against Borrower and/or SHP Subsidiaries only to the extent of Borrower’s and/or
SHP Subsidiaries’ interest in the Collateral or other security given to
Administrative Agent or Lender under the Loan Documents.


    
      
         


      

      
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    (b)           The
provisions of this Article
X shall not, however, (i) constitute a waiver, release or impairment of
any Obligation; (ii) impair the right of Administrative Agent to name any other
Loan Party or any other Person as a party defendant in any Remedial Action;
(iii) affect the validity or enforceability of any Guaranty or any of the rights
and remedies of Administrative Agent or Lender against each Guarantor; (iv)
impair the right of Administrative Agent to obtain the appointment of a
receiver; (v) impair the enforcement of any Loan Document in respect of the
Collateral described therein; (vi) prevent Administrative Agent from seeking and
obtaining a deficiency judgment against Borrower or any other Loan Party (except
as restricted by this Article X) or taking any other action or seeking and
obtaining any other judgment or remedy against Borrower or any Loan Party in
order to (A) fully realize on the Collateral granted by the Loan Documents or
(B) recover the full amounts guaranteed under each and every Guaranty or (C)
preserve Administrative Agent’s or Lender’s claims or causes of action or right
to proceed under each and every Guaranty or realize upon any Collateral securing
the Obligations; (vii) prohibit Administrative Agent from taking any action to
perfect the Liens and security interests granted or created for the benefit of
Lender under or pursuant to the Loan Documents in the Collateral; or (viii)
prohibit Administrative Agent from taking any action (including seeking a money
judgment) to enforce the personal liability of the Borrower or any other Loan
Party to the extent set forth in Section 10.3 and 10.4
hereof.

     

    Section
10.2.         Intentionally
Omitted.  


    
      
         


      

      
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    Section
10.3.         Full Recourse
Events.  Notwithstanding anything in this Agreement to the
contrary, including Section
10.1(a), the Debt shall be fully recourse to Borrower and the provisions
of Section 10.1(a) shall
be wholly inapplicable ab initio, and
Borrower shall be fully personally liable for the payment and performance of the
Obligations, upon the occurrence of any one or more of the following events
(collectively, the “Recourse
Events”, and individually, a “Recourse
Event”):  (i) the gross negligence or willful misconduct of the
SHP Subsidiaries, Guarantor or Borrower or any of their respective agents,
managers, officers or employees; (ii) the physical waste or willful destruction
of the Properties or any material portion thereof by any Loan Party, or any of
their respective agents, managers, officers, employees or Affiliates; (iii) any
fraud by any Loan Party in connection with the Loan whether made prior to or
after the Closing Date; (iv) the removal or disposal of any portion of the
Properties by any Loan Party, or any of their agents, managers, officers or
employees except as expressly permitted by the Loan Documents; (v) any breach or
violation or the occurrence of any prohibited actions with respect to any of the
events described in Sections
9.1(f), (g) or (h); (vi) any financial information (including any
financial information required by Section 5.16 of this
Agreement) concerning the Properties, SHP or any other Loan Party, whether
provided to the Administrative Agent before or after the Closing Date, is
fraudulent in any material respect or any violation, breach or failure to comply
with Section 5.16 shall
occur and Borrower
shall fail to cure the same within fifteen (15) days after notice thereof from
Administrative Agent; (vii) any Loan Party or any other Person at the direction
of any Loan Party, in any judicial or quasi-judicial case, action or proceeding,
directly or indirectly contests the validity or enforceability of the Loan
Documents or directly or indirectly contests or intentionally hinders, delays or
obstructs the pursuit of any Remedial Action under the Loan Documents or
pursuant to Applicable Law; (viii)  Intentionally omitted; (viii) any
violation, breach or failure to comply with Section 7.1, Section 7.2, Section 7.3 or
Section 7.4; (ix) any
breach of Section 5.29
or 5.31; (x)
failure to maintain the insurance coverages required by Section 5.6 or any failure of
Borrower or any other Loan Party to pay any deductible under any Policy after a
loss covered by such Policy; (xi) the theft, misappropriation, misapplication or
conversion (whether intentional or unintentional) by any Loan Party of any
revenues of the Properties, Loss Proceeds, Distributions, Security Deposits or
proceeds of the Loan;  (xii) any failure of Borrower to pay
Administrative Agent’s, Lender’s or Servicer’s costs and expenses in accordance
with Section 11.22;
(xiv) if any Loan Party takes any action or causes any action to be taken by any
Person without obtaining Administrative Agent’s, the Requisite Lender’s or each
Lender’s consent if such action requires such persons prior consent pursuant to
the terms of this Agreement or any other Loan Document; (xiii) any Loan Party
incurs Indebtedness other than Permitted Debt or as otherwise permitted herein
or approved by the Requisite Lenders; or (xiv) any violation, breach or failure
to comply with Section 5.26
or any Loan Party takes any action which directly or indirectly
interferes with the filing of any of the Financing Statements by Administrative
Agent or takes any action which directly or indirectly interferes with
Administrative Agent’s perfected first lien security interest in the Collateral
or causes such security interest (or any portion thereof) to be
unperfected.  The rights of the Administrative Agent and Lender under
this Section 10.3 shall
be in addition to, and not in limitation of, the rights of Administrative Agent
and Lender under Section
10.4.

     

    Section
10.4.         No
Waiver.  Notwithstanding anything to the contrary in this
Agreement or any of the other Loan Documents (including the provisions of this
Article X) neither
Administrative Agent nor Lender shall be deemed to have waived any right which
Administrative Agent or Lender may have under Section 506(a), 506(b), 1111(b) or
any other provisions of the Bankruptcy Code to file a claim for the full amount
of the Debt or to require that all Collateral shall continue to secure all of
the Debt owing to Administrative Agent and Lender in accordance with the Loan
Documents.


    
      
         


      

      
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    ARTICLE
XI

     

    MISCELLANEOUS

     

    Section
11.1.         Further
Assurances.  

     

    (a)           Borrower
shall, and shall cause each Loan Party, to forthwith upon the execution and
delivery of this Agreement and thereafter, from time to time, at Administrative
Agent’s reasonable request, cause any of the Loan Documents (including any
additional financing statements or continuation statements) to be filed,
registered or recorded in such manner and in such places as may be required by
any Applicable Law in order to publish notice of and fully to protect, perfect
or continue the perfection of any Lien or security interest in favor of
Administrative Agent for the benefit of Lender, and the interest of
Administrative Agent for the benefit of Lender in, the
Collateral.  Borrower will pay or will cause the SHP Subsidiaries to
pay, all taxes, filing, registration or recording fees, and all expenses
incident to the preparation, execution, acknowledgment and/or recording of the
Loan Documents, any note or other agreements supplemental thereto, any security
instrument with respect to the Collateral and any instrument of further
assurance, and any Amendment of the foregoing documents, and all federal, state,
county and municipal taxes, duties, imposts, assessments and charges arising out
of or in connection with the execution and delivery of the Loan Documents with
respect to the Collateral or any instrument of further assurance, and any
Amendment of the foregoing documents, except where prohibited by law so to
do.

     

    (b)           Borrower
will, at the sole cost and expense of Borrower, and without expense to
Administrative Agent or Lender, (i) do, execute, acknowledge and deliver or
cause to be done, executed, acknowledged and delivered all and every such
further acts, conveyances, assignments, Financing Statements, continuation
statements, notices of assignments, transfers and assurances as Administrative
Agent shall, from time to time, reasonably require, for the better assuring,
carrying out, conveying, assigning, transferring, pledging, hypothecating,
perfecting, preserving and confirming unto Administrative Agent the security
interests, liens, property and rights granted, bargained, sold, conveyed,
confirmed, pledged, assigned, warranted and transferred or intended now or
hereafter so to be under the Loan Documents, or which Borrower may be or may
hereafter become bound to convey, assign, transfer, pledge, or hypothecate to
Administrative Agent, or for carrying out the intention or facilitating the
performance of the terms of the Loan Documents and (ii) furnish or cause to be
furnished to Administrative Agent all instruments, documents, certificates,
insurance reports and agreements, and each and every other document,
certificate, agreement and instrument required to be furnished by Borrower or
any other Loan Party pursuant to the terms of the Loan Documents or reasonably
requested by Administrative Agent in connection therewith.  Borrower
and each other Loan Party, on demand, will execute and deliver and hereby
authorizes Administrative Agent to execute in the name of Borrower or such Loan
Party or without the signature of Borrower or such other Loan Party to the
extent Administrative Agent may lawfully do so, one or more financing
statements, or other instruments, to evidence more effectively the security
interest of Administrative Agent  for the benefit of Lender in the
Collateral.  Borrower and each other Loan Party grants to
Administrative Agent an irrevocable power of attorney coupled with an interest
for the purpose of exercising and perfecting any and all rights and remedies
available to Administrative Agent or Lender at law and in equity or under the
Loan Documents.


    
      
         


      

      
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    (c)           If
any law is enacted or adopted or amended after the date of this Agreement which
deducts the Debt from the value of the Collateral for the purpose of taxation or
which imposes a tax, either directly or indirectly, on the Debt or any Lender’s
or Administrative Agent’s interest in the Collateral (other than income,
franchise and similar taxes), Borrower will pay the tax, with interest and
penalties thereon, if any.  If at any time the United States of
America, any State thereof or any subdivision of any such State shall require
revenue or other stamps to be affixed to the Note or any other of the Loan
Documents or impose any other tax or charge on the same, except for any tax or
imposition imposed on the income of Administrative Agent or Lender, Borrower
will pay for the same, with interest and penalties thereon, if
any.  If Borrower fails to pay such tax, with interest and penalties
thereon within twenty (20) Business Days after demand therefore is made by
Administrative Agent or the applicable Lender, then Administrative Agent shall
have the option, by written notice of not less than ninety (90) days, to declare
the Debt immediately due and payable.

     

    Section
11.2.         Bankruptcy.  Borrower,
Administrative Agent, Lender and each other Loan Party hereby acknowledge and
agree that upon the filing of a bankruptcy petition by or against any Loan Party
under any Bankruptcy Law, any amounts held in the Lockbox Account shall be
deemed not to be property of the bankrupt Loan Party’s bankruptcy estate within
the meaning of Section 541 of the Bankruptcy Code.  In the event,
however, that a court of competent jurisdiction determines that, notwithstanding
the foregoing characterization of the funds in the Lockbox Account, that the
funds in the Lockbox Account do constitute property of such Loan Party’s
bankruptcy estate, then Borrower, Administrative Agent, Lender and each other
Loan Party hereby further acknowledge and agree that all such funds in the
Lockbox Account, whether due and payable before or after the filing of the
petition, are and shall be cash collateral of Administrative Agent for the
benefit of Lender.  Borrower acknowledges that Lender does not consent
to Borrower’s or any other Person’s use of such cash collateral and that, in the
event the Requisite Lenders elects (in its sole discretion) to give such
consent, such consent shall only be effective if given in writing signed by the
Requisite Lenders.  Except as provided in the immediately preceding
sentence, Borrower shall not have the right to use or apply or require the use
or application of such cash collateral unless (i) Borrower shall have received a
court order authorizing the use of the same, and (ii) Borrower shall have
provided such adequate protection to Administrative Agent and Lender as shall be
required by the bankruptcy court in accordance with the Bankruptcy
Code.

     

    Section
11.3.         Lost
Documents.  Upon receipt of a “loss of document affidavit”
executed by Administrative Agent and Lender’s indemnity of Borrower (or, as
applicable, another Loan Party), which shall be in form and substance reasonably
satisfactory to Borrower or otherwise customary in the industry, with respect to
all claims and losses arising from the loss, theft, destruction or mutilation of
any of the Loan Documents which are not of public record, and, in the case of
any such mutilation, upon surrender and cancellation of such mutilated Loan
Document, Borrower will issue, or cause to be issued (in the case of documents
issued by other Loan Parties), in lieu thereof, a replacement Loan Document,
dated the date of such lost, stolen, destroyed or mutilated Loan Document in the
same principal amount thereof and otherwise of like tenor.  Each party
shall be liable for its own costs and expenses in preparing and reviewing any
replacement documents and otherwise performing its agreements under this Section 11.3.


    
      
         


      

      
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    Section
11.4.          Principles of
Construction.  The following principles of construction shall
apply to this Agreement:

     

    (i)           The
titles and headings of the Articles, Sections and subsections of this Agreement
have been inserted for convenience of reference only and are not intended to
summarize or otherwise describe the subject matter of such Articles, Sections
and subsections and shall not be given any consideration in the construction of
this Agreement.

     

    (ii)          All
references to Sections and Exhibits are to Sections and Exhibits in or to this
Agreement unless otherwise specified. Any reference to “this Section” in this
Agreement shall mean the Section in which such reference appears, and shall also
be deemed refer to the subsections contained in such Section.

     

    (iii)         Unless
otherwise specified, the words “hereof”, “herein” and “hereunder” and words of
similar import, when used in this Agreement, shall refer to this Agreement as a
whole and not to any particular provision of this Agreement.

     

    (iv)        The
words “includes”, “including” and similar terms shall be construed as if
followed by the words “without limitation.”

     

    (v)         Unless
otherwise specified, all meanings attributed to defined terms herein shall be
equally applicable to both the singular and plural forms of the terms so
defined.

     

    (vi)        To
the extent that any provision in this Agreement requires, expressly or
implicitly, performance, observance or compliance by any Person other than
Borrower (but only including those Persons who are affiliates, agents, managers
or employees of Borrower or SHP Subsidiaries), such provision shall be construed
as Borrower’s obligation to cause such other Person to perform, observe or
comply with such provision, and, accordingly, the failure by such Person to
perform, observe or comply with such provision shall be considered a breach by
Borrower of its obligations under this Agreement.  Further, whenever
any provision of this Agreement prohibits any Person from doing, or requires any
Person to abstain from doing, any at or thing, such provision shall be deemed to
have been breached if such act or thing is done by any other Person acting by or
on behalf of such Person.

     

    (vii)       Definitions
contained in this Agreement or any other Loan Document which identify documents,
including this Agreement or any other Loan Document, shall be deemed to include
all Amendments thereto.

     

    (viii)      Any
reference in the Loan Documents to the successors or assigns of any Loan Party
shall not be construed to imply any consent or approval by any Lender of any
such succession or assignment.


    
      
         


      

      
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    (ix)         Each
Loan Party acknowledges and agrees that this Agreement and the other Loan
Documents shall not be construed more strictly against any party because the
such party or its legal counsel was the primary draftsperson of this Agreement
or such other Loan Document, as the case may be.

     

    Section
11.5.         Parties Bound,
Etc.  The provisions of this Agreement shall be binding upon
and inure to the benefit of Borrower and Administrative Agent and each Lender
and their respective permitted successors and assigns, provided nothing in this
Section shall be deemed to give Borrower or any other Loan Party the right to
Transfer any interest in the Properties or Transfer any Ownership Interest
except as expressly permitted by Article VII.

     

    Section
11.6.         Waivers.  Administrative
Agent or Lender may at any time and from time to time waive any one or more of
the conditions, requirements or obligations contained herein, but any such
waiver shall be deemed to be made in pursuance hereof and not in modification
thereof, and any such waiver in any instance or under any particular
circumstance shall not be effective unless in writing and shall not be
considered a waiver of such condition in any other instance or any other
circumstance.

     

    Section
11.7.         Severability.  If
any term, covenant or provision of this Agreement or any other Loan Document
shall be held to be invalid, illegal or unenforceable in any respect, this
remainder of this Agreement or such other Loan Document shall remain in full
force and effect and shall be construed without such term, covenant or
provision.

     

    Section
11.8.         Release of
Collateral.  Administrative Agent may release, regardless of
consideration, any part of the Collateral without in any way impairing or
affecting the validity, priority or perfection of its Lien for the benefit of
Lender on or in the remaining Collateral.

     

    Section
11.9.         Notices.  Any
notice, request, demand, statement, authorization, approval, consent or
acceptance made hereunder shall be in writing and shall be (a) hand delivered or
(b) sent by overnight delivery via United Parcel Service or other reputable
overnight courier service, or (c) sent by registered or certified mail, postage
prepaid with return receipt requested, (d) sent by facsimile (with a
confirmatory duplicate copy sent by first class United States mail) and shall be
deemed given (i) upon delivery, if delivered in person, (ii) one (1) Business
Day after being deposited with United Parcel Service or any other reputable
overnight courier service for overnight delivery, or (iii) three (3) Business
Days after being postmarked and addressed as follows if sent by registered or
certified mail, return receipt requested or (iv) upon receipt if sent by
facsimile, in each case, addressed as follows:

     

    If to
Administrative Agent:

     

    Drawbridge
Special Opportunities Fund LP., as 

    Administrative
Agent

    1345
Avenue of the Americas, 46th
Floor


    
      
         


      

      
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    New York,
New York 10105

    
      	
               
      

            	
              Attention:

            	
              Constantine
      M. Dakolias

            


    

    
      	
               
      

            	
              Telephone:

            	
              212-798-6050

            


    

    
      	
               
      

            	
              Facsimile:

            	
              212-202-3685

            


    

    With a
copy to:

     

    Weil,
Gotshal & Manges LLP

    767 Fifth
Avenue

    New York,
New York  10153

    
      	
               
      

            	
              Attention:

            	
              J.
      Philip Rosen, Esq.

            


    

    
      	
            	
               
      

            	
              John
      Thomas Goldman, Esq.

            


    

    Telephone:  (212)
310-8000

    Facsimile:  (212)
310-8007

     

    If to
Borrower:

    Summit
Hotel Properties

    2701
South Minnesota Avenue, Suite 6

    Sioux
Falls, South Dakota 57105

    Attn:
Daniel P. Hansen

    Facsimile
No:  605-362-9388

    Telephone
No.605-361-9566

     

    With a
copy to:

     

    Hagen,
Wilka & Archer, LLP

    600 South
Main Avenue, Suite 102

    Sioux
Falls, SD 57104

    Attention:
Jennifer L. Larsen, Esq.

    Telephone:
(605) 334-0005

    Facsimile:
(605) 334-4814

     

    Each
party may designate a change of address or facsimile number by notice to the
other party sent pursuant to this Section, given at least fifteen (15) days
before such change of address is to become effective.

     

    Section
11.10.       Modification.  This
Agreement may not be modified, amended or terminated, except by an agreement in
writing executed by Administrative Agent, each Lender and
Borrower.  Borrower acknowledges that the Loan Documents set forth the
entire agreement and understanding of Administrative Agent, each Lender and the
Loan Parties with respect to the Loan and that no oral or other agreements,
understandings, representations or warranties exist with respect to the Loan
other than those expressly set forth in the Loan Documents.

     

    
      
         


      

      
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    Section
11.11.       Usury
Laws.  This Agreement and the other Loan Documents are subject
to the express condition that at no time shall Borrower or any other Loan Party
be obligated or required to pay interest on the Debt at a rate which could
subject the Administrative Agent, any Lender or any holder of the Loan Documents
to either civil or criminal liability as a result of being in excess of the
maximum interest rate which Borrower or any other Loan Party is permitted by law
to contract or agree to pay.  If by the terms of this Agreement or any
other Loan Document, Borrower or any other Loan Party is at any time required or
obligated to pay interest on the principal balance of the Debt at a rate in
excess of such maximum rate, the rate of interest applicable to the Debt shall
be deemed to be immediately reduced to such maximum rate and the interest
payable shall be computed at such maximum rate and all prior interest payments
in excess of such maximum rate shall be applied and shall be deemed to have been
payments in reduction of the principal balance of the Debt.  In
determining whether or not the interest paid or payable, under any specific
contingency, exceeds the maximum nonusurious rate under applicable law, if any,
the Borrower and the Lenders shall, to the maximum extent permitted under
applicable law, (a) characterize any nonprincipal amount as an expense or fee
rather than as interest, (b) exclude voluntary prepayments and the effects
thereof, or (c) ”spread” the total amount of interest throughout the entire term
of the Debt and the Obligations so that the interest rate is uniform throughout
the entire term of the Debt and the Obligations; provided, however, that if the
Debt and Obligations are paid and performed in full prior to the end of the full
contemplated term thereof, and if the interest received for the actual period of
existence thereof exceeds the maximum nonusurious rate, if any, each Lender
shall refund to Borrower its pro rata share of the amount of such
excess.

     

    Section
11.12.       Sole Discretion of
Lender.  Whenever pursuant to this Agreement or any Loan
Documents, any Lender may approve or disapprove any act (or any action) or any
document, delivery or other item, or where any Lender’s consent or approval is
required in any respect or where any document or other item must be satisfactory
to a Lender, except in those specific instances where a Lender has specifically
agreed not to unreasonably withhold such Lender’s consent pursuant to the terms
of this Agreement or any of the Loan Documents, such Lender’s approval,
disapproval or consent must be in writing, and the decision of such Lender to
approve or disapprove or to decide whether arrangements or terms are
satisfactory or not satisfactory or to grant or withhold consent shall be in the
sole, absolute and unfettered discretion of such Lender, without any express or
implied obligation of reasonableness whatsoever and shall be final and
conclusive.  Borrower acknowledges and agrees that in no circumstance
shall Borrower have any claim or cause of action, in contract or in tort,
against Administrative Agent or any Lender as a result of the granting or
withholding of any such consent or approval.  The inclusion of
references to any Lender’s sole or absolute discretion in any particular
provisions of this Agreement or any of the Loan Documents shall not limit or
affect the applicability of this Section to all provisions of this Agreement or
any of the Loan Documents, including those provisions wherein a specific
reference to such Lender’s sole and absolute discretion is not
made.  Without limiting the preceding provisions of this Section, in
the event that a claim or adjudication is made that a Lender or its agents have
acted unreasonably or unreasonably delayed acting in any case where, by
Applicable Law or under this Agreement or the other Loan Documents, such Lender
or such agent, as the case may be, has an obligation to act reasonably or
promptly, Borrower agrees that neither Administrative Agent, any Lender,
Servicer nor their agents or employees shall be liable for any special,
consequential or punitive damages whatsoever, whether in contract, tort
(including negligence and strict liability) or any other legal or equitable
principles, under any circumstances whatsoever, and Borrower’s sole remedy shall
be limited to commencing an action seeking injunctive relief or declaratory
judgment.  Additionally, Borrower agrees that unless Administrative
Agent or a Lender acted with gross negligence, recklessness, in bad faith or
engaged in willful misconduct, neither any Lender, Administrative Agent,
Servicer nor their agents or employees shall be liable for any monetary damages
of any kind whether in contract, tort (including negligence and strict
liability) or any other legal or equitable principles, and Borrower’s sole
remedy shall be limited to commencing an action seeking injunctive relief or
declaratory judgment.  The parties hereto agree that any action or
proceeding to determine whether Administrative Agent or any Lender has acted
reasonably or in good faith shall be determined by an action seeking declaratory
judgment.

     

    
      
         


      

      
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    Section
11.13.       Absolute and Unconditional
Obligation.  Borrower and each other Loan Party acknowledges
that the payment and performance of the Obligations in accordance with the
provisions this Agreement and the other Loan Documents is and shall at all times
continue to be absolute and unconditional in all respects, and shall at all
times be valid and enforceable irrespective of any other agreements or
circumstances of any nature whatsoever which might otherwise constitute a
defense to this Agreement or any other Loan Document or the Obligations or
otherwise with respect to the Loan.

     

    Section
11.14.       Governing Law and
Jurisdiction.  

     

    (a)           Governing
Law.  This Agreement was negotiated in part in the State of New
York, and the Loan was made by Lender in the State of New York, and the proceeds
of the Loan delivered pursuant hereto were disbursed from the State of New York,
which state the Lender and each Loan Party agrees has a substantial relationship
to the Lender and each Loan Party and to the underlying transaction embodied
hereby, and in all respects, including matters of construction, validity and
performance, this Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York applicable to contracts made and
performed in such state (excluding application of any principle of conflict of
laws which would direct the application of the law of any other jurisdiction)
and any Applicable Law of the United States of America.  To the
fullest extent permitted by law, Borrower hereby unconditionally and irrevocably
waives any claim to assert that the law of any other jurisdiction governs this
Agreement, and this Agreement shall be governed by and construed in accordance
with the laws of the state of New York pursuant to §5-1401 of the New York
General Obligations Law.


    
      
         


      

      
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    (b)           SUIT BY LOAN
PARTIES.  EACH LOAN PARTY HEREBY AGREES THAT ANY LEGAL SUIT,
ACTION OR PROCEEDING BROUGHT BY SUCH LOAN PARTY AGAINST ADMINISTRATIVE AGENT OR
ANY LENDER ARISING OUT OF OR RELATING TO THE LOAN, THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS SHALL ONLY BE INSTITUTED IN COURTS OF THE STATE OF NEW YORK
LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK OR THE UNITED STATES
DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW
YORK.  EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO BRING ANY LEGAL SUIT, ACTION OR
PROCEEDING AGAINST ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT OF OR RELATING
TO THE LOAN, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN ANY OTHER
COURT OTHER THAN COURTS OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF
MANHATTAN IN NEW YORK, NEW YORK OR THE UNITED STATES DISTRICT COURT LOCATED IN
THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK.

     

    (c)           SUIT BY
LENDER.  WITH RESPECT TO ANY CLAIM OR ACTION ARISING HEREUNDER
OR UNDER THE OTHER LOAN DOCUMENTS, BORROWER (i) IRREVOCABLY SUBMITS TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED
STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK,
(ii) AGREES THAT ALL SUCH CLAIMS OR ACTIONS MAY BE HEARD AND DETERMINED IN SUCH
COURTS OF THE STATE OF NEW YORK OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH
FEDERAL COURT AND (iii) IRREVOCABLY WAIVES ANY (A) OBJECTION WHICH IT MAY HAVE
AT ANY TIME TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT AND (B) ANY CLAIM
THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM; PROVIDED, HOWEVER, EACH LOAN PARTY HEREBY
ACKNOWLEDGES AND AGREES THAT ADMINISTRATIVE AGENT OR LENDER MAY COMMENCE ANY
ACTION HEREUNDER OR UNDER THE LOAN DOCUMENTS IN ANY JURISDICTION PERMITTED BY
APPLICABLE LAW.

     

    (d)           SERVICE OF
PROCESS.  PROCESS MAY BE SERVED BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO BORROWER AT ITS ADDRESS REFERRED TO IN SECTION 10.9 OF THIS
AGREEMENT.

     

    Section
11.15.       Waiver of Right to Trial By
Jury.  BORROWER, ADMINISTRATIVE AGENT, EACH
LENDER AND EACH OTHER
LOAN PARTY HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY FOR ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THE LOAN DOCUMENTS OR (b) IN
ANY WAY RELATING TO THE LOAN DOCUMENTS OR THE SENIOR LOAN DOCUMENTS OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR THEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND
BORROWER, ADMINISTRATIVE AGENT, LENDER AND EACH OTHER LOAN PARTY HEREBY AGREES
AND CONSENTS THAT ANY OF THEM MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO
TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY
JURY.


    
      
         


      

      
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    Section
11.16.       Waiver of Statutory
Rights.  Neither Borrower nor any other Loan Party shall apply
for or avail itself of any appraisement, valuation, stay, extension or exemption
laws, or any similar laws now existing or hereafter enacted, in order to prevent
or hinder the enforcement of the Loan Documents, but hereby waives the benefit
of such laws to the full extent that it may do so under Applicable
Law.  Borrower and each other Loan Party for itself and all who may
claim through or under it  waives any and all right to have the
property and estates comprising the Collateral marshaled and agrees that any
court having jurisdiction over any exercise of Administrative Agent’s or
Lender’s remedies may order the Collateral sold as an entirety or in separate
parts.  Borrower and each other Loan Party hereby waives for itself
and all who may claim through or under it, and to the full extent it may do so
under Applicable Law, any and all rights of redemption from sale under any order
or decree of foreclosure granted under any statute now existing or hereafter
enacted.

     

    Section
11.17.       Relationship.  The
relationship of Lender and its agents, on the one hand, and Borrower and each
other Loan Party, on the other hand, is strictly and solely that of lender and
borrower and nothing contained in the Loan Documents or any other document or
instrument now or hereafter executed and delivered in connection therewith or
otherwise in connection with the Loan is intended to create, or shall in any
event or under any circumstance be construed as creating, a partnership, joint
venture, tenancy-in-common, joint tenancy or other relationship of any nature
whatsoever between Lender and its agents, on the one hand, and all or any of
Borrower or any Loan Party, on the other hand, other than as lender and
borrower.  Lender neither undertakes nor assumes any responsibility or
duty to Borrower or any other Loan Party, except as expressly provided in the
Loan Documents, or to any other Person.

     

    Section
11.18.       Lender Assignment;
Securitization.  

     

    (a)           Assignment.  Borrower
and each other Loan Party hereby acknowledges and agrees that each Lender
currently has, and shall continue to have in the future, the absolute and
unconditional right at any time after the date hereof and at any time during the
term of the Loan, at such Lender’s sole cost and expense, without giving any
notice to or requiring any consent or approval from Borrower, any Loan Party or
any other Person to sell, assign, pledge, hypothecate or otherwise transfer such
Lender’s interest in the Loan in whole or in part, or to place one or more
participation interests therein in one or more separate transactions, or to
effect a syndication or securitization of the Loan in one or more transactions,
in each case to or with such Persons, parties, entities or investors (including
domestic or foreign banks, insurance companies, pension funds, trusts, other
institutional lenders or investors, natural persons, grantor trusts, owner
trusts, special purpose corporations, REMICs, FASITs, real estate investment
trusts or other similar or comparable investment vehicles) and on such terms and
conditions as such Lender shall deem to be appropriate (in each case, a “Lender
Transfer”).


    
      
         


      

      
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    (b)           Disclosure.  In
connection with any Lender Transfer, the transferring Lender shall have the
absolute and unconditional right without giving any notice to or obtaining the
prior consent or approval of any Loan Party or any other Person to disclose,
deliver and to share with any prospective purchaser or assignee of the Loan or
of any securities or of any participation or other interest therein (including
any such interest to be acquired in connection with a syndication or
securitization of the Loan), or with any prospective rating agency, or their
respective counsel or representatives, such information (financial or
otherwise), documents and instruments pertaining to the Loan or any other
Person, party or entity associated or connected with the Loan or the Collateral
or the Properties (collectively, the “Disclosure Material and
Information”) as such Lender shall deem to be appropriate.

     

    (c)           Cooperation.  Borrower
shall cooperate, and shall cause each other Loan Party and each other Person (to
the extent possible), associated or connected with the Loan or the Collateral to
cooperate, in all reasonable respects with the transferring Lender in connection
with any Lender Transfer.  At the applicable Lender’s sole cost and
expense, Borrower shall execute and deliver, and shall cause each Loan Party and
each other Person (to the extent possible) associated or connected with the Loan
or the Collateral or the Properties to execute and deliver, such documents and
instruments as may be reasonably necessary to (a) split the Loan into two or
more loans evidenced by and pursuant to separate sets of Note and other related
loan documents, or (b) to modify the terms and provisions of the Loan Documents,
in each case to the full extent required by Administrative Agent to facilitate
any Lender Transfer, provided that (i) any such splitting or modification of the
Loan will not adversely affect or diminish the rights of any Loan Party as
presently set forth in the Loan Documents and will not increase the monetary
obligations and liabilities or materially increase the non-monetary obligations
of any Loan Party under the Loan Documents, and (ii) if the Loan is split, the
retained interest of any non-transferring Lender, if any, in the Loan shall be
allocated to or among one or more of such separate loans in a manner specified
by such Lenders.

     

    (d)           Notice.  Administrative
Agent shall endeavor to provide notice to Borrower of a Lender Transfer in a
reasonably timely manner, but any failure by Administrative Agent to provide
notice to Borrower shall not give rise to any claim or defense on the part of
any of the Loan Parties, or limit the rights of Administrative Agent or Lender
under this Section 11.18
or the Loan Documents.  Until otherwise directed in writing by
Administrative Agent following a Lender Transfer, Borrower shall continue to
make all payments and deposits as required prior to such
occurrence.


    
      
         


      

      
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    Section
11.19.       Brokers and Financial
Advisors.  

     

    (a)           Borrower
hereby represents that no Loan Party has dealt with financial advisors, brokers,
underwriters, placement agents, agents or finders in connection with the
transactions contemplated by this Agreement.  Borrower agrees to
indemnify and hold the Administrative Agent and each Lender harmless from and
against any and all claims, liabilities, costs and expenses of any kind
(including Professional Fees) in any way relating to or arising from a claim by
any Person that such Person acted on behalf of any party in connection with the
transactions contemplated herein.  The provisions of this Section
shall survive the expiration and termination of this Agreement and the repayment
of the Debt.

     

    (b)           Each
Lender hereby represents to Borrower that no Lender (nor Administrative Agent)
has dealt with financial advisors, brokers, underwriters, placement agents,
agents or finders in connection with the transactions contemplated by this
Agreement.  The provisions of this Section shall survive the
expiration and termination of this Agreement and the repayment of the
Debt.

     

    Section
11.20.       Offsets, Counterclaims and
Defenses.  Borrower and each Loan Party hereby waives the right
to assert a counterclaim, other than a mandatory or compulsory counterclaim, in
any action or proceeding brought against it by Administrative Agent or any
Lender arising out of or in any way connected with the Loan, the Loan Documents
or the Obligations.  Without limiting in any manner the rights of any
assignee of Lender’s interest at law or in equity, any assignee of Lender’s
interest in the Loan shall take the same free and clear of all offsets,
counterclaims or defenses.

     

    Section
11.21.       Payment of Expenses;
Protective Advances.  

     

    (a)           Loan
Expenses.  Borrower covenants and agrees to pay Administrative
Agent, each Lender and/or Servicer all reasonable out-of-pocket costs and
expenses (“Loan
Expenses”) including Professional Fees, incurred by Administrative Agent,
each Lender or Servicer in connection with:  (i) the Loan Parties’
ongoing performance of and compliance with their respective agreements and
covenants contained in the Loan Documents on their part to be performed or
complied with after the Closing Date, including confirming compliance with
environmental and insurance requirements; (ii) the negotiation, preparation,
execution, delivery and administration of any consents, amendments, waivers,
extensions or other modifications to the Loan Documents and any other documents
or matters requested by any Loan Party or by Administrative Agent or any Lender;
(iii) filing and recording fees and expenses, UCC insurance and title insurance
Policies and reasonable fees and disbursements of counsel for providing to
Administrative Agent and Lender all required legal opinions, and other similar
expenses incurred in creating and perfecting the Liens in favor of
Administrative Agent for the benefit of Lender pursuant to the Loan Documents;
and/or (iv) enforcing or preserving any rights, in response to third party
claims or the prosecuting or defending of any action or prosecution or other
litigation against the Collateral or any Loan Party.  All Loan
Expenses shall be due and payable within fifteen (15) days of
demand.


    
      
         


      

      
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    (b)           Protective
Advances.  Borrower covenants and agrees to pay Administrative
Agent, Lender and/or Servicer within twenty (20) days after demand all
reasonable costs and expenses including Professional Fees, paid by such party in
connection with or as a consequence of any Unmatured Default or Event of Default
under the Loan Documents or any default under the Senior Loan, any utility
costs, ground lease payments or any other costs which any Lender determines in
the exercise of its sole and absolute discretion are necessary for the operation
of the Properties or for the protection of the value thereof (“Protective
Advances”).  Each Loan Party hereby acknowledges and agrees
that all Protective Advances shall be secured by the Loan Documents and be part
of the Debt.  The foregoing shall be payable by Borrower to Lender or
Servicer, as the case may be, with or without the filing of any legal action or
proceeding, and shall include any reasonable fees and expenses (including
Professional Fees) incurred in (i) any bankruptcy proceeding of any Loan Party;
(ii) the collection of the Debt, (iii) the enforcement of Administrative Agent
or any Lender’s rights and remedies under the Loan Documents, or enforcing or
preserving any rights, in response to third party claims or the prosecuting or
defending of any action or proceeding or other litigation, in each case against,
under or affecting the Properties, any Loan Party, the Loan Documents or any
other security given for the Loan or the Properties; (iv) the payment of any
transfer taxes in connection with the exercise of Administrative Agent or any
Lender of its right under any or all of the Security Instruments or Pledge
Agreements; (v) curing any defaults under the Loan Documents; and (vi) any other
payment which is permitted or designated as a Protective Advance by any other
provision of the Loan Documents.  All Protective Advances made by
Administrative Agent or any Lender under the Loan Documents shall be evidenced
by, and be deemed to be advanced as principal under, the Note, regardless of
whether any such Protective Advance causes the principal balance of the Note to
exceed the face amount thereof, and shall be due and payable on demand. The
making of any Protective Advance by Administrative Agent or any Lender shall
constitute an Event of Default hereunder.

     

    Section
11.22.       Servicer; Servicer
Fees.  Borrower acknowledges and agrees that at the option of
the Requisite Lenders, the Loan may be serviced by a servicer/trustee (the
“Servicer”) selected by
the Requisite Lenders and Administrative Agent and each Lender may delegate all
or any portion of their responsibilities under this Agreement and the other Loan
Documents to the Servicer pursuant to a servicing agreement between the Lenders
and Servicer; provided, however, such delegation will not release Administrative
Agent  or Lender from any of its obligations under the Loan
Documents.  Borrower shall also be responsible for the payment of all
out-of-pocket costs and expenses incurred by Servicer in connection with the
Loan, including for review and approval of or consent to Leases, Property
inspections, the participation in any Condemnation proceedings, the approval of
any Casualty settlement or the enforcement of the Loan Documents.  Any
action or inaction taken by the Servicer pursuant to this Agreement and the Loan
Documents shall be binding to the same extent as if taken by Administrative
Agent or Lender, and Borrower shall be entitled to rely on all actions and
directions given by Servicer with respect to all matters concerning the Loan and
Loan Documents unless and until Borrower receives contrary written instructions
from the Administrative Agent.


    
      
         


      

      
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    Section
11.23.       Rescission of
Payments.  If at any time all or any part of any payment made
by Borrower or any other Loan Party in connection with this Agreement or any
other Loan Document is rescinded or returned for any reason whatsoever
(including the insolvency, bankruptcy or reorganization of Borrower or any other
Loan Party), then the Obligations of Borrower or such Loan Party shall, to the
extent of the payment rescinded or returned, be deemed to have continued in
existence notwithstanding such previous payment, and the Obligations of Borrower
or such Loan Party under the Loan Documents shall continue to be effective or be
reinstated, as the case may be, as to such payment, all as though such previous
payment had never been made.

     

    Section
11.24.       No Third Party
Beneficiary.  No Person other than Administrative Agent, Lender
and Borrower, Guarantor and any Loan Party and their permitted successors and
assigns or any Indemnified Lender Party shall have any rights under this
Agreement.

     

    Section
11.25.       Attorney-In-Fact.  Borrower
and each Loan Party hereby irrevocably appoints and authorizes Administrative
Agent, as its attorney-in-fact, which
agency is coupled with an interest, to execute and/or record in Administrative
Agent’s, Lender’s or Borrower’s or such Loan Party’s name any notices,
instruments or documents that Administrative Agent deems appropriate to protect
Lender’s interest under any of the Loan Documents if Borrower fails to execute
and deliver, or cause same to be executed and delivered, within five (5)
Business Days after written request by Administrative Agent, provided that
Borrower is required to execute and deliver same pursuant to this Agreement or
the Loan Documents.

     

    Section
11.26.       [Intentionally
Omitted]

     

    Section
11.27.       Counterparts.  To
facilitate execution, this Agreement may be executed in as many counterparts as
may be convenient or required.  It shall not be necessary that the
signature of, or on behalf of, each party, or that the signature of all Persons
required to bind any party, appear on each counterpart.  All
counterparts shall collectively constitute a single document.  It
shall not be necessary in making proof of this Agreement to produce or account
for more than a single counterpart containing the respective signatures of, or
on behalf of, each of the parties hereto.  Any signature page to any
counterpart may be detached from such counterpart without impairing the legal
effect of the signatures thereon and thereafter attached to another counterpart
identical thereto except having attached to it additional signature
pages.  For purposes hereof, facsimile signatures shall be binding on
the parties to this Agreement.

     

    Section
11.28.       Time.  Time
is of the essence of each and every term of this Agreement and the other Loan
Documents, except and only to the extent specifically waived by Administrative
Agent in writing.


    
      
         


      

      
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    Section
11.29.       Indemnity.  BORROWER
HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND
EACH LENDER, THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND
ASSIGNS (EACH AN “INDEMNIFIED
LENDER PARTY”) FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES,
CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING
PROFESSIONAL FEES) WHICH SUCH INDEMNIFIED LENDER PARTY MAY INCUR (OTHER THAN BY
REASON OF SUCH INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR THE
WILLFUL AND INTENTIONAL BREACH OF LENDER’S OBLIGATIONS HEREUNDER AND UNDER THE
OTHER LOAN DOCUMENTS AS A DIRECT OR INDIRECT CONSEQUENCE OF:  (i) THE
GRANTING OF PLEDGE, THE LIEN ON THE COLLATERAL OR ANY INTEREST THEREIN OR
ADMINISTRATIVE AGENT’S OR LENDER’S ENFORCING THEIR RIGHTS, AND REMEDIES UNDER
THE PLEDGE AGREEMENT, SECURITY INSTRUMENTS OR THE OTHER LOAN DOCUMENTS; (ii) THE
COMPLIANCE OF THE PROPERTIES AND EACH PORTION THEREOF WITH APPLICABLE LAW; (iii)
THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (iv) THE FAILURE OF
BORROWER TO PERFORM, OR TO CAUSE ANY OTHER LOAN PARTY TO PERFORM, ANY
OBLIGATIONS AS AND WHEN REQUIRED BY ANY OF THE LOAN DOCUMENTS; (v) ANY FAILURE
AT ANY TIME OF ANY OF BORROWER’S REPRESENTATIONS OR WARRANTIES TO BE TRUE AND
CORRECT; OR ANY ACT OR OMISSION BY ANY LOAN PARTY OR OTHER PERSON OR ENTITY
(OTHER THAN LENDER) WITH RESPECT TO THE PROPERTIES OR ANY PORTION
THEREOF.  BORROWER SHALL IMMEDIATELY PAY TO THE APPLICABLE INDEMNIFIED
PARTY UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, WITHIN THIRTY (30)
DAYS OF SUCH INDEMNIFIED LENDER PARTY’S DEMAND THEREFOR.  BORROWER’S
DUTY AND OBLIGATION TO DEFEND, INDEMNIFY AND HOLD HARMLESS EACH LENDER
INDEMNIFIED PARTY SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE, OR
REASSIGNMENT OF ANY COLLATERAL.

     

    Section
11.30.       ERISA
Indemnification.  Borrower shall, at
Borrower’s sole cost and expense, protect, defend, indemnify, release and hold
harmless the Indemnified Parties from and against any and all Losses (including
attorneys’ fees and costs incurred in the investigation, defense, and settlement
of Losses incurred in correcting any prohibited transaction or in the sale of a
prohibited loan, and in obtaining any individual prohibited transaction
exemption under ERISA that may be required, in any Lender’s sole discretion)
that such Lender may incur, directly or indirectly, as a result of a default
under Sections 3.1(nn) or
5.30.

     

    Section
11.31.       Publicity.  All
news releases, publicity or advertising by the Loan Parties or their Affiliates
through any media intended to reach the general public which refers to the Loan
Documents or the financing evidenced by the Loan Documents or to Lender, or any
of their Affiliates shall be subject to the prior written approval of such
Lender.


    
      
         


      

      
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    Section
11.32.       Amendments
Included.  Definitions contained in this Agreement or any other
Loan Documents which identify documents, including this Agreement or any other
Loan Documents, shall be deemed to include all amendments, modifications,
supplements, novations, restatements, renewals, and replacements to such
documents, and assignments of such documents, which may be entered into from
time to time with each applicable Lender’s consent and in compliance with the
requirements of this Agreement.

     

    Section
11.33.       Prior
Agreements.  This Agreement and the other Loan Documents
contain the entire agreement of the parties hereto and thereto in respect of the
transactions contemplated hereby and thereby, and all prior agreements among or
between such parties, whether oral or written, including any term sheets,
discussion outlines or commitment letters (as same may be amended) between any
of the Loan Parties and any Lender are superseded by the terms of this Agreement
and the other Loan Documents.

     

    Section
11.34.       Captions.  Captions
and headings used in this Agreement and the other Loan Documents are for
convenience of reference only, and shall not affect the construction or
interpretation of this Agreement or the other Loan Documents.

     

    Section
11.35.       Liability.  If
Borrower consists of more than one Person, the obligations and liabilities of
each such Person hereunder shall be joint and several.  This Agreement
shall be binding upon and inure to the benefit of Borrower and each Lender and
their respective successors and assigns forever.

     

    Section
11.36.       Accounting
Matters.  Except as otherwise provided in this Agreement, all
computations and determinations as to accounting or financial matters and all
financial statements to be delivered pursuant to this Agreement shall be made
and prepared in accordance with Agreed Accounting Principles.  If at
any time a Loan Party has any Subsidiaries, all accounting and financial terms
herein shall be deemed to include references to consolidation and consolidating
principles, and covenants, representations and agreements with respect to a Loan
Party and its properties and activities shall be deemed to refer to such Loan
Party and its consolidated Subsidiaries collectively.  Notwithstanding
the above each Lender acknowledges and agrees that annual financial statements
of the Guarantor shall be prepared in accordance with the income tax method of
accounting; and the quarterly or other interim financial statements for any
person shall be prepared in accordance with Generally Accepted Accounting
Principles (“GAAP”) to the extent reasonably possible.

     

    Section
11.37.       Administrative
Agent.  Notwithstanding anything to the contrary herein, any
document, delivery, notice, representation or warranty made or provided by
Borrower or any Loan Party to Initial Lender shall be deemed also to be made or
provided to Administrative Agent.

     

    Section
11.38.       No
Defaults.  Notwithstanding anything to the contrary herein,
Lender will not declare a default or otherwise enforce any covenant, condition,
representation or warranty default or potential default occurring on or prior to
the date of this Agreement provided that Administrative Agent had knowledge of
the facts concerning such default or potential default on or prior to the date
of this Agreement.


    
      
         


      

      
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    ARTICLE
XII

     

    THE
ADMINISTRATIVE AGENT

     

    Section
12.1.        Authorization and
Action.

     

    (a)           Each
Lender hereby appoints Drawbridge Special Opportunities Fund LP as the
Administrative Agent hereunder and each Lender authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement and the other Loan Documents as are delegated to the
Administrative Agent hereunder and thereunder and to exercise such powers as are
reasonably incidental thereto, and by its execution hereof, Administrative Agent
hereby accepts such appointment and agrees to perform the duties and obligations
of the Administrative Agent under this Agreement and the other Loan
Documents.  Without limiting the foregoing, each Lender hereby
authorizes the Administrative Agent to execute and deliver, and to perform its
obligations under, each of the Loan Documents, to exercise all rights, powers
and remedies that the Lender may have under such Loan Documents and, in the case
of the Loan Documents relating to the creation and perfection of security
interests in the Collateral (the “Collateral
Documents”), to act as agent for the Lenders under such Collateral
Documents.

     

    (b)           As
to any matters not expressly provided for by this Agreement and the other Loan
Documents (including enforcement or collection), the Administrative Agent shall
not be required to exercise any discretion or take any action, but shall be
required to act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the Requisite Lenders
(except as otherwise provided for herein), and such instructions shall be
binding upon all Lenders; provided, however, that the Administrative Agent shall
not be required to take any action that (i) the Administrative Agent in good
faith reasonably believes exposes it to personal liability unless the
Administrative Agent is indemnified by the Lenders (based on their respective
Percentage Interests) with respect to such action in accordance with Section 12.4 hereof,
or (ii) is contrary to this Agreement or applicable law.  The
Administrative Agent shall promptly deliver to each Lender a copy of each
notice, demand, report, certificate, memorandum, statement or other
documentation at any time received from Borrower, another Loan Party or any of
their respective advisors, agents, accountants or attorneys pursuant to or in
connection with the Loan Documents.  The Administrative Agent shall
promptly deliver to each Lender a copy of each notice, demand, report,
certificate, memorandum, statement or other documentation at any time delivered
by the Administrative Agent or its advisors, agents, accountants or attorney's
to Borrower or another Loan Party pursuant to or in connection with the Loan
Documents.  The Administrative Agent shall promptly deliver to each
Lender a copy of each notice, demand, report, certificate, memorandum, statement
or other documentation at any time received by Administrative Agent from any
Governmental Authority or other third party relating to the Loan
Documents.


    
      
         


      

      
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    (c)           In
performing its functions and duties hereunder and under the other Loan
Documents, the Administrative Agent is acting solely on behalf of the Lenders
except to the limited extent provided in Section 12.8 (as to
the maintenance of the Register) and its duties are entirely administrative in
nature.  The Administrative Agent does not assume and shall not be
deemed to have assumed any obligation other than as expressly set forth herein
and in the other Loan Documents or any other relationship as the agent,
fiduciary or trustee of or for any Lender, or holder of any Indebtedness or
other obligation of any Loan Party (except in each case unless otherwise agreed
to by the Administrative Agent with a Lender, including pursuant to any separate
assignment agreement between Administrative Agent and such
Lender).  The Administrative Agent may perform any of its duties under
any of the Loan Documents by or through its agents or employees.

     

    (d)           In
the event that Administrative Agent or any of its Affiliates is or becomes an
indenture trustee under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act”)
in respect of any securities issued or guaranteed by any Loan Party, the parties
hereto acknowledge and agree that any payment or property received in
satisfaction of or in respect of any obligation of such Loan Party hereunder or
under any other Loan Document by or on behalf of Administrative Agent for the
benefit of any Loan Party under any Loan Document and which is applied in
accordance with the Loan Documents is exempt from the requirements of Section
311 of the Trust Indenture Act pursuant to Section 311(b)(3) of the Trust
Indenture Act.

     

    Section
12.2.        Administrative Agent’s
Reliance, Etc.  None of the Administrative Agent, any of its
Affiliates or any of their respective directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it, him, her or
them under or in connection with this Agreement or the other Loan Documents,
except for its, his, her or their own gross negligence or willful
misconduct.  Without limiting the foregoing, the Administrative Agent
(a) may rely on the Register, (b) may consult with legal counsel (including
counsel to the Borrower or any other Loan Party), independent public accountants
and other experts selected and retained by it in good faith and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts, provided
such action or failure to act is approved by the Requisite Lenders, if such
approval is required hereunder, (c) except as expressly set forth herein or in
any of the other Loan Documents, makes no warranty or representation to any
Lender and shall not be responsible to any Lender pursuant to this Agreement for
any statements, warranties or representations made by or on behalf of the
Borrower or any of its subsidiaries in or in connection with this Agreement or
any other Loan Document, (d) except as expressly set forth herein or in any of
the other Loan Documents, shall not have any duty to ascertain or to inquire
either as to the performance or observance of any term, covenant or condition of
this Agreement or any other Loan Document, as to the financial condition of any
Loan Party or as to the existence or possible existence of any Default or Event
of Default, (f) shall not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of, or the
attachment, perfection or priority of any Lien created or purported to be
created under or in connection with, this Agreement, any other Loan Document or
any other instrument or document furnished pursuant hereto or thereto and (g)
shall incur no liability under or in respect of this Agreement or any other Loan
Document by acting upon any notice, consent, certificate or other instrument or
writing (which writing may be a telecopy or electronic mail) or any telephone
message believed by it to be genuine and signed or sent by the proper party or
parties.


    
      
         


      

      
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    Section
12.3.         Lender Credit
Decision.  Each Lender acknowledges that it shall,
independently and without reliance upon the Administrative Agent or any other
Lender, conduct its own independent investigation of the financial condition and
affairs of the Borrower and each other Loan Party in connection with the making
and continuance of the Loans.  Each Lender also acknowledges that it
shall, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and other Loan
Documents.  Except for the documents expressly required by any Loan
Document to be transmitted by the Administrative Agent to the Lenders, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial or other condition or creditworthiness of any
Loan Party or any Affiliate of any Loan Party that may come into the possession
of the Administrative Agent or any Affiliate thereof or any employee or agent of
any of the foregoing

     

    Section
12.4.         Indemnification.  Each
Lender agrees to indemnify the Administrative Agent and each of its Affiliates,
and each of their respective directors, officers, employees, agents and advisors
(to the extent not reimbursed by the Borrower), from and against such Lender’s
aggregate Percentage Interest of any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses and disbursements
(including fees, expenses and disbursements of financial and legal advisors) of
any kind or nature whatsoever that may be imposed on, incurred by, or asserted
against, the Administrative Agent or any of its Affiliates, directors, officers,
employees, agents and advisors in any way relating to or arising out of this
Agreement or the other Loan Documents or any action taken or omitted by the
Administrative Agent under this Agreement or the other Loan Documents; provided, however, that no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent’s or such Affiliate’s gross negligence or willful
misconduct or bad faith.  Without limiting the foregoing, each Lender
agrees to reimburse the Administrative Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including fees, expenses and
disbursements of financial and legal advisors) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of its rights or
responsibilities under, this Agreement or the other Loan Documents, to the
extent that the Administrative Agent is not reimbursed for such expenses by the
Borrower or another Loan Party.


    
      
         


      

      
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    Section
12.5.         Successor Administrative
Agent.  The Administrative Agent may resign at any time by
giving 15 days prior written notice thereof to the Lenders and the
Borrower.  Upon any such resignation, the Requisite Lenders shall have
the right to appoint a successor administrative agent.  If no
successor Administrative Agent shall have been so appointed by the Requisite
Lenders, and shall have accepted such appointment, within 45 days after the
retiring Administrative Agent’s giving of notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, selected from among the Lenders.  Upon the
acceptance of any appointment as administrative agent by a successor
Administrative Agent, such successor Administrative Agent shall succeed to, and
become vested with, all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations under this Agreement and the other
Loan Documents arising after such date.  Prior to any retiring
Administrative Agent’s resignation hereunder as Administrative Agent, the
retiring Administrative Agent shall take such action as may be reasonably
necessary to assign to the successor Administrative Agent its rights as
administrative agent under the Loan Documents.  After such
resignation, the retiring Administrative Agent shall continue to have the
benefit of Section
11.29 and this Article XII as to any
actions taken or omitted to be taken by it while it was administrative agent
under this Agreement and the other Loan Documents.

     

    Section
12.6.         Concerning the Collateral
and the Collateral Documents.

     

    (a)           Each
Lender agrees that any action taken by the Administrative Agent or the Requisite
Lenders (or, where required by the express terms of this Agreement, a greater
proportion of the Lenders) in accordance with the provisions of this Agreement
or of the other Loan Documents, and the exercise by the Administrative Agent or
the Requisite Lenders (or, where so required, such greater proportion) of the
powers set forth herein or therein, together with such other powers as are
reasonably incidental thereto, shall be authorized and binding upon all of the
Lenders and other Secured Parties.  Without limiting the generality of
the foregoing, the Administrative Agent shall have the sole and exclusive right
and authority to (i) act as the disbursing and collecting agent for the Lenders
with respect to all payments and collections arising in connection herewith and
with the Collateral Documents, (ii) execute and deliver each Collateral Document
and accept delivery of each such agreement delivered by the Borrower or any of
its Affiliates, (iii) act as collateral agent for the Lenders for purposes of
the perfection of all security interests and Liens created by such agreements
and all other purposes stated therein, provided, however, that the
Administrative Agent hereby appoints, authorizes and directs each Lender to act
as collateral sub-agent for the Administrative Agent and the Lenders for
purposes of the perfection of all security interests and Liens with respect to
the Collateral, including any deposit accounts maintained by a Loan Party with,
and cash and cash equivalents held by such Lender, (iv) manage, supervise and
otherwise deal with the Collateral, (v) take such action as is necessary or
desirable to maintain the perfection and priority of the security interests and
Liens created or purported to be created by the Loan Documents and (vi) except
as may be otherwise specifically restricted by the terms hereof or of any other
Loan Document, exercise all remedies given to the Administrative Agent, the
Lenders with respect to the Collateral under the Loan Documents relating
thereto, applicable law or otherwise.


    
      
         


      

      
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    (b)           Each
of the Lenders hereby consents to the release and hereby directs, in accordance
with the terms hereof, the Administrative Agent to release, subject to the other
applicable provisions of this Agreement, any Lien held by the Administrative
Agent for the benefit of the Lenders against any of the following:

     

    (i)           all
of the Collateral and all Loan Parties, upon payment and satisfaction in full of
all Loan and all other Indebtedness and obligations under this Agreement and/or
any of the other Loan Documents that the Administrative Agent has been notified
in writing are then due and payable; and

     

    (ii)           any
part of the Collateral sold or disposed of by a Loan Party if such sale or
disposition is permitted by this Agreement (or permitted pursuant to a waiver of
or consent to a transaction otherwise prohibited by this Agreement made or
granted in accordance with the terms of this Agreement).

     

    Each of
the Lenders hereby directs the Administrative Agent to execute and deliver or
file such termination and partial release statements and do such other things as
are necessary to release Liens to be released pursuant to this Section 12.6 promptly
upon the effectiveness of any such release.

     

    Section
12.7.         Borrower’s Reliance on
Administrative Agent.

     

    In each
instance under this Loan Agreement or any other Loan Document where the consent,
waiver, or approval of Lender is required, Borrower may rely on any consent,
waiver or approval provided by Administrative Agent on behalf Lender as if the
same was given by each and every Lender.  In addition, all notices,
deliveries or other communications required by, or in connection with, the Loan
Agreement or any other Loan Document, shall be made to Administrative Agent, on
behalf of Lender, as provided in Section 11.9 above.

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

     

    Section
12.8.         Register.  

     

    (a)           The
Administrative Agent, acting as agent of the Borrower solely for this purpose
and for tax purposes, shall establish and maintain at its offices a record of
ownership (the “Register”) in which
the Administrative Agent agrees to register by book entry, each Lender’s
interest in the Loan (“Percentage Interest”), and in the right to receive any
payments hereunder and any assignment of any such interest or
rights.  In addition, the Administrative Agent, acting as agent of the
Borrower solely for this purpose and for tax purposes, shall establish and
maintain accounts in the Register in accordance with its usual practice in which
it shall record (A) the names and addresses of the Lenders, (B) the amount of
the Loan made, (C) the amount of any principal or interest due and payable, and
paid, by the Borrower to, or for the account of, each Lender hereunder, and (D)
the amount of any sum received by the Administrative Agent hereunder from the
Borrower, whether such sum constitutes principal or interest, fees, expenses or
other amounts due under the Loan Documents and each Lender’s share thereof, if
applicable.

     

    (b)           Notwithstanding
anything to the contrary contained in this Agreement, the Loan (including the
Notes evidencing the Loan) is a registered obligation and the right, title, and
interest of the Lenders and their assignees in and to the Loan shall be
transferable only upon notation of such transfer in the Register.  A
Note shall only evidence the Lender’s or a registered assignee’s right, title
and interest in and to the Loan, and in no event is any such Note to be
considered a bearer instrument or obligation.  This Section 12.7 shall be
construed so that the Loan is at all times maintained in “registered
form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of
the Code and any related regulations (or any successor provisions of the Code or
such regulations).]

     

    [SIGNATURES
BEGIN ON NEXT PAGE]


    
      
         


      

      
        81

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, Lender and
Borrower have duly executed this Agreement the day and year first above
written.

     

    
      	 
      	
              BORROWER:

            
	 
      	 
      
	 
      	
              SUMMIT
      HOTEL PROPERTIES, LLC,

            
	 
      	
              a
      South Dakota limited liability company

            
	 
      	 
      
	 
      	
              By:  /s/ Kerry W.
      Boekelheide

            
	 
      	
              Name:
      Kerry W. Boekelheide,

            
	 
      	
              Title: Chief
      Executive Officer

            


    

     

    
      [SIGNATURE
PAGE – LOAN AGREEMENT (43358598)]

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  LENDERS:

                
	 
      	 
      
	 
      	
                  FORTRESS
      CREDIT OPPORTUNITIES I

                  LP

                
	 
      	 
      
	 
      	
                  By:
      Fortress Credit Opportunities GP LLC,

                
	 
      	
                  its
      general partner

                
	 
      	 
      
	 
      	
                  By:
      /s/ Constantine M.
      Dakolias

                
	 
      	
                  Name:  Constantine
      M. Dakolias

                
	 
      	
                  Title:  President

                
	 
      	 
      
	 
      	
                  DRAWBRIDGE
      SPECIAL

                  OPPORTUNITIES
      FUND LP

                
	 	 
	 
      	
                  By:
      Drawbridge Special Opportunities GP

                  LLC,
      its general partner

                
	 
      	 
      
	 
      	
                  By:
      /s/ Constantine M.
      Dakolias

                
	 
      	
                  Name:  Constantine
      M. Dakolias

                
	 
      	
                  Title:  President

                


        

      

    

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      [SIGNATURE
PAGE – LOAN AGREEMENT (43358598)]

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                LENDERS:

              
	 
      	 
      
	 
      	
                ETON
      PARK FUND, L.P.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                Eton
      Park Capital Management, L.P.

              
	 
      	 
      	
                its
      Investment Manager

              
	 
      	 
      	 
      
	 
      	 
      	
                By:  /s/ Marcy
      Engel

              
	 
      	 
      	
                Name:
      Marcy Engel

              
	 
      	 
      	
                Title:
      Chief Operating Officer and

              
	 
      	 
      	
                General
      Counsel

              
	 
      	 
      	 
      
	 
      	
                ETON
      PARK CLO MANAGEMENT 2

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                Eton
      Park Asset Management,

                L.L.C.,
      as collateral manager

              
	 
      	 
      	 
      
	 
      	 
      	
                By:  /s/ Marcy
      Engel

              
	 
      	 
      	
                Name:
      Marcy Engel

              
	 
      	 
      	
                Title:
      Managing Partner

              


      

    

     

    
      [SIGNATURE
PAGE – LOAN AGREEMENT (43358598)]


    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              ADMINISTRATIVE
      AGENT:

            
	 
      	 
      
	 
      	
              DRAWBRIDGE
      SPECIAL

              OPPORTUNITIES
      FUND LP

            
	 
      	 
      
	 
      	
              By:
      Drawbridge Special Opportunities GP

              LLC,
      its general partner

            
	 
      	 
      
	 
      	
              By:
      /s/ Constantine M.
      Dakolias

            
	 
      	
              Name:  Constantine
      M. Dakolias

            
	 
      	
              Title:  President

            


    

     

    
      [SIGNATURE
PAGE – LOAN AGREEMENT (43358598)]

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    JOINDER
AND CONSENT

     

    The
undersigned (the “Joinder
Party”) has reviewed the Amended and Restated Loan Agreement (“Loan Agreement”) dated as of
May 17, 2010 between Drawbridge Special Opportunities Fund LP (as Administrative
Agent and as a Lender), Fortress Credit Opportunities I LP, Eton Park
Opportunity Fund, L.P. and Eton Park CLO Management 2 (collectively, “Lender”), and Summit Hotel
Properties, LLC, a South Dakota limited liability company (“Borrower”), to which this
Joinder and Consent has been attached, and hereby covenants, represents,
warrants, acknowledges and agrees that:  Any capitalized term used,
but not defined herein shall have the meaning given to such term in the Loan
Agreement.

     

    (a)           Joinder
Party has read and reviewed each of the Loan Documents, and is familiar with the
terms and provisions thereof.

     

    (b)           Joinder
Party consents to the Borrower’s execution of the Loan Documents without
reservation or qualification.

     

    (c)           Joinder
Party covenants and agrees to cooperate with Borrower and each other Loan Party
in the performance and observance of all covenants and agreements contained in
the Loan Agreement and the other Loan Documents on the part of Borrower or any
other Loan Party as necessary to comply or facilitate Borrower’s  or
such other Loan Party’s compliance therewith.

     

    (d)           Joinder
Party agrees, represents and warrants that a portion of the proceeds of the Loan
from Lender to Borrower were contributed by Borrower to the SHP Subsidiaries and
used by the SHP Subsidiaries to acquire certain Properties; including but not
limited to the Properties subject to the First Mortgages and the Second Mortgage
in accordance with the Loan Agreement, as a result, the Joinder Party has
derived substantial benefit from the making of the Loan and will derive
substantial direct and indirect benefit from Lender entering into the Loan
Agreement.

     

    (e)           WHENEVER
ANY PROVISION OF THE LOAN AGREEMENT PROVIDES FOR OR REFERS TO (i) THE
ACKNOWLEDGEMENT OR AGREEMENT OF A JOINDER PARTY, (ii) THE WAIVER OR RELEASE OF
RIGHTS BY ANY JOINDER PARTY, (iii) THE GRANT BY SUCH JOINDER PARTY OF A POWER OF
ATTORNEY IN FAVOR OF LENDER OR (iv) THE APPOINTMENT BY A JOINDER PARTY OF AN
AGENT FOR THE SERVICE OF PROCESS, EACH JOINDER PARTY HEREBY CONSENTS TO AND
CONFIRMS SUCH ACKNOWLEDGEMENT, AGREEMENT, WAIVER, GRANT OR APPOINTMENT (AS THE
CASE MAY BE) AS BEING ITS ACKNOWLEDGMENT, AGREEMENT, WAIVER, GRANT AND
APPOINTMENT AS FULLY AS IF SUCH ACKNOWLEDGEMENT, AGREEMENT, WAIVER, GRANT OR
APPOINTMENT (AS THE CASE MAY BE) WERE FULLY SET FORTH HEREIN.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (f)           EACH
JOINDER PARTY HEREBY WAIVES ANY AND ALL RIGHTS OR CLAIMS SUCH JOINDER PARTY NOW
HAS OR MAY HEREAFTER HAVE AGAINST BORROWER OR THE SHP SUBSIDIARIES, WHETHER BY
WAY OF SUBROGATION, CONTRIBUTION, REIMBURSEMENT OR OTHERWISE, ARISING BECAUSE OF
SUCH JOINDER PARTY’S PAYMENT OR PERFORMANCE OF ANY OF THE
OBLIGATIONS.

     

    (g)           EACH
JOINDER PARTY ACKNOWLEDGES AND AGREES THAT IF THE DEBT IS NOT PAID IN FULL ON
THE MATURITY DATE (AS SCHEDULED OR EARLIER UPON ACCELERATION), AUTOMATICALLY AND
WITHOUT FURTHER ACTION OF ANY PERSON, ANY INDEBTEDNESS (AS SUCH TERM IS DEFINED
IN THE LOAN AGREEMENT) OF SHP SUBSIDIARIES OR BORROWER TO ANY JOINDER PARTY OR
TO ANY AFFILIATE OF ANY JOINDER PARTY, WHETHER EXISTING PRIOR TO, ON OR AFTER
SUCH MATURITY DATE, SHALL BE AND BECOME CANCELLED, VOID AND OF NO FORCE AND
EFFECT, AND EACH JOINDER PARTY, ON BEHALF OF THEMSELVES AND THEIR AFFILIATES)
HEREBY IRREVOCABLY WAIVES ANY RIGHT, CLAIM OR CAUSE OF ACTION TO COLLECT OR
OBTAIN ANY REIMBURSEMENT, RETURN OR REPAYMENT OF SUCH
INDEBTEDNESS.  THE FOREGOING SENTENCE SHALL BE APPLICABLE WHETHER OR
NOT THE INDEBTEDNESS IS PERMITTED DEBT BUT NOTHING CONTAINED HEREIN IS INTENDED
TO PERMIT SHP SUBSIDIARIES OR BORROWER TO INCUR ANY INDEBTEDNESS WHICH IS NOT
PERMITTED DEBT.

     

    Further,
the SHP Subsidiaries, as a Joinder Party, in addition to the agreements set
forth above, also hereby covenant, represent, warrant, acknowledge and
agree:

     

    (h)           The
SHP Subsidiaries hereby grants to Lender the right to enter upon the Properties
to conduct reasonable inspections in accordance the Loan Agreement and the other
Loan Documents;

     

    (i)  
         In the event that the SHP
Subsidiaries fail to terminate any Affiliate Agreement within the period
required in the Loan Agreement, Lender shall have the right, and SHP hereby
irrevocably authorizes Lender and irrevocably appoints Lender as SHP’s
attorney-in-fact coupled with an interest, at Lender’s sole option, to terminate
such Affiliate Agreement on behalf of and in the name of the SHP Subsidiaries,
and the SHP Subsidiaries hereby release and waive any claims against Lender
arising out of Lender’s exercise of such authority;

     

    (j)           As
a material inducement to Lender’s making the Loan to Borrower, the SHP
Subsidiaries hereby grants Lender the right to take any action to cure or
attempt to cure on its behalf or otherwise any default or asserted default under
the Senior Loan Documents after the expiration of one-half of the applicable
cure period under the Senior Loan Documents (including the right to enter upon
the Properties);


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (k)           Joinder
Party hereby unconditionally and irrevocably waives the right to a jury trial as
provided in Section
11.15 of this Agreement; and

     

    (l)           Without
limiting Lender’s rights under the other Loan Documents, it is hereby expressly
understood and agreed that the execution of this Joinder and Consent by any
Joinder Party shall not make such Joinder Party liable to Lender for the payment
of the Debt.

     

    [END
OF TEXT.  SIGNATURES BEGIN ON NEXT PAGE]



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
undersigned have duly executed this Joinder and Consent the day and year first
above written.

     

    
      
        
          	
                  SUMMIT
      HOTEL PROPERTIES, LLC

                
	 
      	 
      
	
                  By:

                	
                  /s/
      Kerry W. Boekelheide

                
	
                  Name:

                	
                  Kerry
      W. Boekelheide

                
	
                  Title:

                	
                  Chief
      Executive Officer

                
	 
      
	
                  SUMMIT
      HOSPITALITY I, LLC

                
	 
      	 
      
	
                  By:

                	
                  /s/
      Kerry W. Boekelheide

                
	
                  Name: 

                	
                  Kerry
      W. Boekelheide

                
	
                  Title:

                	
                  Chief
      Manager

                
	 
      
	
                  SUMMIT
      HOSPITALITY II, LLC

                
	 
      	 
      
	
                  By:

                	
                  /s/
      Kerry W. Boekelheide

                
	
                  Name:

                	
                  Kerry
      W. Boekelheide

                
	
                  Title:

                	
                  Chief
      Manager

                
	 
      
	
                  SUMMIT
      HOSPITALITY III, LLC

                
	 
      	 
      
	
                  By:

                	
                  /s/
      Kerry W. Boekelheide

                
	
                  Name:

                	
                  Kerry
      W. Boekelheide

                
	
                  Title:

                	
                  Chief
      Manager

                
	 
      
	
                  SUMMIT
      HOSPITALITY IV, LLC

                
	 
      	 
      
	
                  By:

                	
                  /s/
      Kerry W. Boekelheide

                
	
                  Name:

                	
                  Kerry
      W. Boekelheide

                
	
                  Title:

                	
                  Chief
      Manager

                
	 
      
	
                  SUMMIT
      HOSPITALITY V, LLC

                
	 
      	 
      
	
                  By:

                	
                  /s/
      Kerry W. Boekelheide

                
	
                  Name:

                	
                  Kerry
      W. Boekelheide

                
	
                  Title:

                	
                  Chief
      Manager

                
	 
      
	
                  THE
      SUMMIT GROUP, INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/
      Kerry W. Boekelheide

                
	
                  Name:

                	
                  Kerry
      W. Boekelheide

                
	
                  Title:

                	
                  Chairman

                


        

      

    

     

    [SIGNATURE
PAGE – JOINDER TO LOAN AGREEMENT (43358598)]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    (Definition
of Certain Terms)

     

    “ADA” means the Americans with
Disabilities Act, 42 U.S.C. §§ 12101, et seq., as amended from time to time, or
any successor statute.

     

    “Advance” means any advance of
proceeds of the Loan made by Lender for any purpose pursuant to the Loan
Documents or any advance made by the Senior Lender for any purpose pursuant to
the Senior Loan Documents.

     

    “Affiliate” shall mean as to
any specified Person, (i) any Person that directly or indirectly through one or
more intermediaries controls or is controlled by or is under common control with
such Person, (ii) any Person owning or controlling 10% or more of the
outstanding voting securities of or other Ownership Interests in such Person,
(iii) any officer, director, partner, employee or member (direct or indirect and
no matter how remote) of such Person, (iv) if such Person is an individual, any
entity for which such Person directly or indirectly acts as an officer,
director, partner, owner employee or member, (v) any entity in which such Person
(together with the members of his family if the Person in question is an
individual) owns, directly or indirectly through one or more intermediaries an
interest in any class of stock (or other beneficial interest in such entity) of
10% or more, (vi) any family member of such Person, (vii) any Loan Party, or
(viii) any direct or indirect owner of an interest in the
Properties.  Any reference in this Agreement to a “Person
and an Affiliate” shall be deemed to refer to such Person and an
Affiliate of such Person and any references in this Agreement to a “Person or
an Affiliate” shall be deemed to refer to such Person or an Affiliate of
such Person.  As used in this Agreement, the term “control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and Policy and/or Policies of a Person, whether
through ownership of voting securities or other Ownership Interests, by contract
or otherwise.

     

    “Affiliate Agreements” has the
meaning set forth in Section
5.20.

     

    “Agreed Accounting Principles”
shall mean GAAP or such other accounting methods or principles acceptable to
Lender in Lender’s sole discretion from time to time.

     

    “Amendments” means any and all
amendments, modifications, extensions, replacements, terminations, renewals,
substitutions, consolidations, restatements, or supplements made from time to
time and expressly approved by Lender.

     

    “Annual Budget” has the meaning
set forth in Section
5.38 of this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Applicable Law” means (i) all
existing and future governmental statutes, laws, rules, orders, regulations,
ordinances, judgment decrees and injunctions of any Governmental Authorities
(including Environmental Laws and the ADA) affecting either a Lender, any Loan
Party, the Properties, any Collateral, or any part thereof, or the ownership,
use alteration or operation of the Properties, or any part thereof (whether now
or hereafter enacted and in force), including those relating to zoning,
occupancy, building codes, health, fire and safety; (ii) all permits, licenses
and authorizations and regulations relating thereto; and (iii) all covenants,
conditions and restrictions contained in any agreements, recorded or unrecorded
instruments or other documents at any time in force (whether or not involving
any Governmental Authority) affecting the Properties or any part thereof which,
in the case of this clause (iii), require repairs, modifications or alterations
in or to the Properties or any part thereof, or in any material way limit or
restrict the existing or Intended Use and enjoyment thereof.

     

     “Approved Accounting Firm”
means an independent certified public accountants of recognized national
standing and constituting one of the largest four auditing firms in the United
States or any other accounting firm selected by the Borrower’s Audit Committee
and approved by Lender in its reasonable discretion.

     

    “Approved Manager” means either
(i) The Summit Group, Inc. or (ii) another reputable and experienced
professional property management or leasing agent, as the case may be, approved
by Senior Lender in writing, provided that if under any circumstances, Senior
Lender does not have the right to approve such manager or agent, such manager or
agent shall be approved by Lender.

     

    “Bankruptcy Code” means the
Bankruptcy Reform Act of 1978 (11 U.S.C. § 101-1330) as now or hereafter amended
or recodified.

     

    “Bankruptcy Law” means the
Bankruptcy Code and any other existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization,
conservatorship or similar law, rule or regulation for the relief of
debtors.

     

    “Borrower” has the meaning set
forth in the introductory paragraph of this Agreement.

     

    “Borrower Estoppel Certificate”
has the meaning set forth in Section 5.32 of this
Agreement.

     

    “Borrower Properties” has the
meaning provided in the Recitals to this Agreement.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    “Borrower’s Counsel
Opinion”.  An opinion of legal counsel in form and content
satisfactory to Administrative Agent covering such matters as the Lenders or the
Administrative Agent shall reasonably request, including:  (a)
organization, legal existence, good standing and qualification of each Loan
Party in each applicable jurisdiction, (b) organizational power and authority of
each Loan Party; (c) the due authorization, execution and delivery of each of
the Loan Documents by each Loan Party which is a party thereto; (d) absence of
litigation; (e) no violation of law; (f) no consents required; (g) the
perfection of security interests under Applicable Law; (h) the interest rate
terms of the Loan do not violate any applicable usury laws; (i) the
enforceability of each of the Loan Documents under New York law and (to the
extent applicable) the jurisdiction where each of the Properties are located;
(j) absence of conflicts with Organizational Documents and Applicable Law; and
(k) choice of law respected.

     

    “Borrower’s Knowledge” means
the actual knowledge of any Loan Party or any Loan Party’s officers or
managers.

     

    “Business Day” means any day
other than (i) a Saturday or a Sunday and (ii) a day on which federally insured
depository institutions in the State of New York are authorized or obligated by
Applicable Law to be closed.

     

    “Capital Expenditures” means
hard and soft costs incurred by Borrower or any SHP Subsidiary with respect to
furniture, fixtures and equipment, replacements and capital repairs made to any
of the Properties (including repairs to, and replacements of, structural
components, roofs, building systems, parking garages and parking lots), in each
case to the extent capitalized in accordance with GAAP.

     

    “Casualty” has the meaning set
forth in Section 5.7 of
this Agreement.

     

    “CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986, and any
other amendments thereto now or hereafter enacted.

     

    “Closing Date” means the date
on which this Agreement is executed.

     

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

     

    “Collateral” means any and all
property, real or personal, tangible or intangible, mortgaged, assigned, pledged
or transferred to Administrative Agent for the benefit of the Lenders pursuant
to the Loan Documents by any Loan Party as security for the
Obligations.

     

    “Collateral Properties” means
all Properties subject to a Lien in favor of Lender together with all SHP
Subsidiary Properties.

     

    “Condemnation” has the meaning
set forth in Section
5.7(b)(ii) of this Agreement.


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    “Debt” means, without
duplication, (a) all amounts and indebtedness owing under the Loan Documents,
including the whole of the principal sum of the Note and all accrued and unpaid
interest thereon, together with any and all other sums due under the Note,
including any Late Fees, Default Interest, servicing fees, additional fees and
costs, all as may be set forth with greater specificity in the applicable terms
and provisions of the Note or the other Loan Documents, (b) all Protective
Advances, including all sums advanced by Lender in connection with the Senior
Loan or otherwise to protect and preserve the Properties, the Loan, the
Collateral and/or any of Lender’s Borrower’s and/or Loan Party’s interests
therein, (c) all Servicer Fees, (d) all Losses resulting from a Recourse Event,
(e) all Loan Expenses, (f) all other amounts agreed or provided to be paid by
any Loan Party in this Agreement and the other Loan Documents, and (g) all other
sums advanced and costs and expenses (including Professional Fees) incurred by
Lender in connection with the foregoing indebtedness or any part thereof, any
renewal, extension, or change of or substitution for the foregoing indebtedness
or any part thereof, or the acquisition or perfection of the security therefore,
or the exercise by Lender of any remedies under the Loan Documents, whether made
or incurred at the request of Borrower or Lender or any other Person in
connection with the Loan.

     

    “Debt Service Coverage Ratio”
means, on the applicable date of determination, the ratio of (i) Net Operating
Income to (ii) the total debt service paid (excluding Deferred Interest on the
Note) by Borrower and all entities owned directly or indirectly by Borrower
(including the pro-rata portion of all debt service paid by entities, or on
Properties, owned in part directly or indirectly by Borrower, excluding debt
service paid with respect to Properties sold within the immediately preceding
quarter) for the immediately preceding quarter multiplied by (4)
four.  Notwithstanding the foregoing, the denominator in the above
calculation shall not include any principal payments made to Lender or any
principal payments made to any Senior Lenders which are prepayments under the
applicable loan documents.

     

    “Default Interest” has the
meaning set forth in the Note.

     

    “Default Rate” shall have the
meaning provided in the Note.

     

    “Development Properties“ means
those properties listed on Exhibit W attached hereto.

     

    “Development Properties First
Mortgages“ means those certain first priority mortgages or deeds of
trust, as applicable, in favor of Lender, subject only to Permitted Exceptions,
dated as of the date hereof, each executed and delivered by the respective
Development Properties Owner as security for the Loan and encumbering the
Development Properties, as the same may be amended, consolidated, split, spread,
severed, restated, replaced, supplemented, renewed, extended or otherwise
modified from time to time.


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    “Development Properties
Owner[s]” means those entities listed on Exhibit W attached hereto, each
as relates only to those Development Properties owned by such
entity.

     

    “Distributions” means any and
all dividends, including capital dividends, stock or liquidating dividends, and
distributions of money or property, redemptions or any other distributions of
any kind or character made by any of SHP Subsidiaries or Borrower on or in
respect of the Ownership Interests in any of the SHP Subsidiaries or Borrower
and any and all cash and other property received in payment of the principal of
or in redemption of or in exchange for any Ownership Interests in any of SHP
Subsidiaries or Borrower.

     

    “Dividend Event” means the
occurrence of each of the following: (i) the payment of the Minimum Principal
Amortization prior to the Scheduled Maturity Date, (ii) at any time following
the Scheduled Maturity Date but prior to the Extended Maturity Date, the
principal paydown by Borrower of the loan in the amount of $10,000,000 and (iii)
Net Operating Income divided by the outstanding principal indebtedness of the
Loan and the Senior Loans and all unsecured indebtedness of the Borrower and the
SHP Subsidiaries (but not including Trade Payables permitted hereunder) shall
be, at the time of the Dividend Event, greater than 9.5%.

     

    “Easement Areas” means real
property which (a) directly abuts the Properties or (b) abuts a public
right-of-way, which real property is the subject of an irrevocable easement
agreement (whether or not recorded) which benefits the any of the Properties,
all of which Easement Areas are listed in Schedule A of the Owner’s Title
Insurance Policy and the Lender’s Title Insurance Policy so as to be included in
the “insured property”
description thereof.

     

    “ECF Reserve Account A” means a
segregated Eligible Account with Lockbox Bank in trust for the benefit of
Lender, which ECF Reserve Account A shall be under the sole dominion and control
of Lender.

     

    “ECF Reserve Account B” means a
segregated Eligible Account with Lockbox Bank in trust for the benefit of
Lender, which ECF Reserve Account B shall be under the sole dominion and control
of Lender.

     

    “Eligible Account” means a
separate and identifiable account from all other funds held by the holding
institution that is either (a) an account or accounts maintained with a federal
or state chartered depository institution or trust company which complies with
the definition of Eligible Institution or (b) a segregated trust account or
accounts maintained with a federal or state chartered depository institution or
trust company acting in its fiduciary capacity which, in the case of a state
chartered depository institution or trust company, is subject to regulations
substantially similar to 12 C.F.R. §9.10(b), having in either case a combined
capital and surplus of at least $500,000,000 and subject to supervision or
examination by federal and state authority.  An Eligible Account will
not be evidenced by a certificate of deposit, passbook or other
instrument.


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    “Eligible Institution” means
either (a) the First National Bank of Omaha; provided that such bank is not
downgraded by more than one (1) level of the short term and long term ratings
set forth in clause (b), as applicable by the applicable rating agencies or (b)
a depository institution or trust company, the short term unsecured debt
obligations or commercial paper of which are rated at least “A-1” by S&P,
“P-1” by Moody’s and “F-1” by Fitch in the case of accounts in which funds are
held for thirty (30) days or less (or, in the case of accounts in which funds
are held for more than thirty (30) days, the long term unsecured debt
obligations of which are rated at least “A” by Fitch and S&P and “A2” by
Moody’s).

     

    “Environmental Condition” means
any of the following:  (A) the actual, suspected, threatened or
alleged presence, release, abatement, cleanup, disposal, generation, handling,
manufacture, possession, remediation, removal, storage, transportation,
treatment or use of any Hazardous Material on, in, under or above all or any
portion of the Properties or any surrounding areas or (B) the actual, suspected,
threatened or alleged violation of any Environmental Law with respect to the
Properties; or (C) the failure, suspected failure, threatened failure or alleged
failure of the Properties or any portion thereof or any Loan Party to obtain or
to abide by the terms or conditions of any permit or approval required under any
Environmental Law with respect to the Properties.  A condition
described above shall be deemed to be an Environmental Condition regardless of
whether or not any Governmental Authority has taken any action in connection
therewith.

     

    “Environmental Indemnity” has
the meaning set forth in Section 2.1(m) of this
Agreement.

     

    “Environmental Laws” has the
meaning set forth in the Environmental Indemnity.

     

    “Environmental Report” means a
“Phase I Environmental Site Assessment” as referred to in the ASTM Standards on
Environmental Site Assessment for Commercial Real Estate, E 1527-94 (and, if
recommended in such Phase I environmental report, a “Phase II Environmental
Assessment”), prepared by an environmental auditor reasonably approved by Senior
Lender, or Lender if Senior Loan is paid in full, and delivered to Lender and
any amendments or supplements thereto delivered to Lender and shall also include
any other environmental reports delivered to Lender pursuant to this Agreement
and the Environmental Indemnity, in form and substance reasonably acceptable to
Lender, permitting Lender to rely on the report.

     

    “Equity Contribution” shall
have the meaning set forth in Section 4.1(e) of this
Agreement.


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    


    “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended form time to time, or any
successor statute.

     

    “ERISA Affiliate” means each
Person (as defined in Section 3(9) of ERISA) which together with Borrower or any
Subsidiary (as defined under ERISA) thereof, would be deemed to be a member of
the same “controlled group” within the meaning of Section 414(b), (c), (m) and
(o) of the Code.

     

    “Event of Default” shall have
the meaning provided in Section
9.1 of this Agreement.

     

    “Excess Cash Flow” means all
proceeds generated by the Borrower and the SHP Subsidiaries, including without
limitation, (a) all Distributions, (b) all income (including, without
limitation, hotel room rental income, event space rental and food and beverage
income) generated from the Properties less (i) actual operating expenses
provided for in the Annual Budget (including, without limitation, operating
expenses, real estate taxes, sales taxes, state income and similar taxes,
insurance, bookkeeping, and principal and interest payments to Senior Lenders
and Lender), (ii) any reserves provided for in the Annual Budget or held by
Lender, (iii) management fees equal to the lesser of actual costs or 3.0% of
annual gross receipts; and (iv) capital expenses to enable the Borrower and SHP
Subsidiaries to comply with the Franchise Agreements, or that may be required to
promote the saleability of one or more Properties, as approved by the Lender,
and (c) all funds released by a Senior Lender to the Borrower or any SHP
Subsidiary from a Senior Loan cash management account.

     

    “Extended Maturity Date” means
September 5, 2011.  If such Extended Maturity Date is not a Business
Day, such Extended Maturity Date shall be the next succeeding Business
Day.

     

    “Extension Conditions” has the
meaning set forth in Section
1.6 of this Agreement.

     

    “Extension Notice” has the
meaning set forth in Section
1.6 of this Agreement.

     

    “Extension Option” has the
meaning set forth in Section
1.6 of this Agreement.

     

    “Financing Statements” means
the UCC financing statements identified on Exhibit S attached hereto, and
such other UCC financing statements covering any Collateral as Lender or
Administrative Agent may reasonably require from time to time.

     

    “First Extension Option” has
the meaning set forth in Section 1.6 of this
Agreement.


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    


    “First Mortgages” means
collectively, the Fort Myers First Mortgage and the Development Properties First
Mortgages.

     

    “Fiscal Year” means the
12-month period ending on December 31 of each year.

     

    “Fitch” means Fitch, Inc. and
its successors.

     

    “Fort Myers First Mortgage”
means that certain first priority mortgage or deed of trust, as applicable, in
favor of Lender, subject only to Permitted Exceptions, dated as of the date of
the Amendment, executed and delivered by the Fort Myers Owner as security for
the Loan and encumbering the Fort Myers Property, as the same may be amended,
consolidated, split, spread, severed, restated, replaced, supplemented, renewed,
extended or otherwise modified from time to time.

     

    “Fort Myers Owner” means SH
V.

     

    “Fort Myers Property” means the
property known as the Fort Myers Hyatt Place located at 2600 Champion Ring Road
in Fort Myers, Florida.

     

    “Franchise Agreements” shall
mean those certain Franchise Agreements effecting the Properties as more
particularly described on Exhibit J hereto.

     

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

     

    “Governmental Authority” means
the United States of America, any state thereof, any political subdivision of
the United States of America or any state (including any city or county in such
states), and any department, commission, agency, board, bureau, court or
administrative, regulatory, adjudicatory, or arbitrational body or other
instrumentality or agency of any kind or any of them having jurisdiction in any
way over the Properties, any Loan Party, or any other Person referred to in this
Agreement.

     

    “Guarantor” means The Summit
Group, Inc., a South Dakota corporation.

     

    “Guaranty” means, individually
and collectively, the Guaranty of Recourse Obligations and the Environmental
Indemnity.

     

    “Guaranty of Recourse
Obligations” has the meaning set forth in Section 2.1 of this
Agreement.


    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    


    “Hazardous Material” means any
substance that is defined or listed as a hazardous, toxic or dangerous substance
under any present or future Environmental Law or that is otherwise regulated or
prohibited or subject to investigation or remediation under any present or
future Environmental Law because of its hazardous, toxic, or dangerous
properties, including (i) any substance that is a “hazardous substance” under
CERCLA, and (ii) asbestos, petroleum, petroleum products and polychrlorinated
byphenyls. Notwithstanding anything to the contrary herein, the term “Hazardous Material” shall not include
commercially sold products otherwise within the definition of the term “Hazardous Material”, but (A) which are
used or disposed of by Borrower or used or sold by tenants of the Properties in
the ordinary course of their respective businesses, (B) the presence of which
product is not prohibited by applicable Environmental Law, and (C) the use and
disposal of which are in all respects in accordance with applicable
Environmental Law.

     

    “Improvements” shall mean all
related utilities, landscaping, access, appurtenances, site work and off-site
improvements, and all other interior and exterior improvements, tenant
improvements, fixtures, machinery, furnishings, equipment, supplies and other
property of any kind owned by Borrower or the SHP Subsidiaries and installed or
located or to be installed or located on, within or adjacent to the
Properties.

     

    “Indebtedness” means, as
applied to any Person, all of the obligations, liabilities and indebtedness of
such Person, contingent or otherwise, including the following:  (a)
all debt and similar monetary obligations; (b) all liabilities secured by a
mortgage, pledge, security interest, lien, charge or other encumbrance existing
on property owned or acquired subject thereto, whether or not any liability
secured thereby shall have been assumed by another Person and regardless of
whether any of such liabilities are “recourse” or “non-recourse” in nature; (c)
all obligations arising under capital leases; (d) all guarantees, endorsements
and other contingent obligations for borrowed money, whether direct or indirect,
in respect of Indebtedness of others; (e) any agreement or obligation to
reimburse, indemnify, defend or hold harmless any Person under any circumstance;
(f) currency swap or interest swap, cap or collar arrangements; (g) the
acquisition cost of any asset to the extent payable before or after the time of
acquisition or possession by the party liable where the advance or deferred
payment is arranged primarily as a method of raising capital or financing the
acquisition of that asset; (h) all obligations to reimburse any issuer in
respect of any letter of credit; (i) all operating expenses and Trade Payables,
and (j) all indemnification obligations.

     

    “Indemnified Lender Party”
shall have the meaning set forth in Section 11.29.

     

    “Independent Party” means each
Person who is the “independent
director” or “independent manager” or “independent member”, as the
case may be, of the SHP Subsidiaries and who satisfies at all times the
Independent Party Condition.

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

    “Independent Party Condition”
means An “Independent
Manager” (including the Independent Managers set forth on Schedule C to the SPE
Organizational Documents) shall mean a manager of the Company who is a natural
person and who is not at the time of initial appointment, or at any time while
serving as a manager of the Company, and has not been at any time during the
preceding five (5) years:  (a) a stockholder, director (with the
exception of serving as an Independent Manager of the Company), officer,
employee, partner, member (with the exception of serving as a Springing Member
or Special Member of the Company), attorney or counsel of the Company or any
Affiliate of the Company; (b) a lessee, creditor, customer, supplier or other
person who derives any of its purchases or revenues (other than any fee paid to
such manager as compensation for such manager to serve as an Independent
Manager) from its activities with the Company or any Affiliate of the Company (a
“Business
Party”); (c) a Person controlling or under common control with any such
stockholder, director, officer, employee, partner, member, attorney, counsel,
lessee, creditor, customer, supplier, or Business Party; or (d) a member of the
immediate family of any such stockholder, director, officer, employee, partner,
member, attorney, counsel, lessee, creditor, customer, supplier or Business
Party, provided, that an individual
who otherwise satisfies the foregoing shall not be disqualified from serving as
an Independent Manager of the Company if such individual is at the time of
initial appointment, or at any time while serving as an Independent Manager of
the Company, an independent director, member or manager of a “special purpose
entity” affiliated with the Company if such individual is an independent
director, member or manager provided by a nationally-recognized company that
provides professional independent directors, members and managers and other
corporate services in the ordinary course of its business.  An
individual that otherwise satisfies the foregoing shall not be disqualified from
serving as an Independent Manager of the Company if such individual is, at the
time of initial appointment or at any time while serving as an Independent
Manager of the Company, an independent director, member or manager of a “special
purpose entity” affiliated with the Company (other than any mezzanine
borrower).  For purposes of Section 9.5(a) of the
SPE Organizational Documents, a “special purpose entity” is an entity, whose
organizational documents contain restrictions on its activities and impose
requirements intended to preserve the entity’s separateness that are
substantially similar to those of the Company, and that provide, inter alia, that it:
(a) is organized for the limited purpose of owning and operating certain
property or, in a securitization context, the limited purpose of issuing
mortgage or asset-backed securities; (b) has restrictions on its ability to
incur indebtedness, dissolve, liquidate, consolidate, merge and/or sell assets;
(c) may not file voluntarily a bankruptcy petition on its own behalf without the
consent of two persons who meet the definition of and serve as “Independent
Managers” with respect to the entity in question and (d) shall conduct itself in
accordance with certain “separateness covenants” substantially similar to those
set forth in Section
22 of the SPE Organizational Documents.

     

    “Intended Use” means the use of
the Properties, but not including any undeveloped land, as a hotel, and uses
related thereto, including, but not limited to: meeting room rental; providing
food service, food and toiletry pantries, room service, lounge, bar, receptions
and similar services; business centers; valet services; and laundry and
drycleaning.


    
      
         


      

      
        A-10

        
          

        

      

      
         


      

    


    “Joinder Party” shall have the
meaning provided in the Joinder and Consent attached to this
Agreement.

     

    “Late Fees” has the meaning set
forth in the Note.

     

    “Lease” means any lease,
license, letting, concession, occupancy agreement or other agreement (whether
written or oral and whether now or hereafter in effect), existing as of the
Closing Date or hereafter entered into by the SHP Subsidiaries or Borrower or
any other Loan Party, pursuant to which any Person is granted a possessory
interest in, or right to use or occupy all or any portion of any space in the
Properties, and every modification, amendment or other agreement relating to
such lease or other agreement entered into in connection with such lease or
other agreement and all agreements related thereto, and every guarantee of the
performance and observance of the covenants, conditions and agreements to be
performed and observed by the other party thereto.

     

    “Lease Guaranty” means any
guaranty or surety for the obligations of a tenant under the Lease, including
any letter of credit.

     

    “Lender” shall have the meaning
set forth in the introductory paragraph of this Agreement.

     

    “Lender Termination Request”
has the meaning set forth in Section 5.5(c) of this
Agreement.

     

    “Lender’s Closing Expenses”
means all out-of-pocket fees, costs and expenses and disbursements of
Administrative Agent, Lender and Servicer including all Professional Fees
incurred by Lender or Servicer, in connection with (i) the negotiation,
preparation, execution and delivery of the Loan Documents and the documents and
instruments referred to therein, (ii) the creation, perfection or protection of
Lender’s Liens in the Collateral (including fees and expenses for title and lien
searches and filing and recording fees, intangible taxes, personal property
taxes, due diligence expenses, travel expenses, costs of appraisals,
environmental reports, surveys and engineering reports), and (iii) all due
diligence expenses incurred in connection with the review and approval of the
title, survey, the Senior Loan Documents, Leases and other documents required to
be reviewed by Lender in connection with the underwriting, approval and closing
of the Loan.

     

    “Lender Transfer” has the
meaning set forth in Section
11.18(a) of this Agreement.

     

    “Lien” means any mortgage, deed
of trust, lien (statutory or other), pledge, hypothecation, assignment,
preference, priority, security interest, or any other encumbrance or charge
(including any conditional sale or other title retention agreement, any
sale-leaseback, any financing lease having substantially the same economic
effect as any of the foregoing, the filing of any financing statement or similar
instrument under the applicable Uniform Commercial Code
or comparable law of any other jurisdiction, domestic or foreign, and
mechanics’, materialmen’s and other similar liens and
encumbrances).


    
      
         


      

      
        A-11

        
          

        

      

      
         


      

    

     

    “Lithia Springs Property” means
the property known as the Lithia Springs Springhill Suites, located at 960 Bob
Arnold Boulevard, Lithia Springs, Georgia.

     

    “Loan” has the meaning provided
in Section 1.1 of this
Agreement.

     

    “Loan Expenses” has the meaning
set forth in Section 11.21
of this Agreement.

     

    “Loan Documents” means the
documents set forth in Section
2.1 of this Agreement and any and all other documents, instruments and
agreements now existing or hereafter entered into, evidencing, securing or
otherwise relating to the Loan, together with any Amendments
thereto.

     

    “Loan Party” means each of the
Borrower, SHP Subsidiaries, and the Guarantor.

     

    “Lockbox Account” means
collectively, the ECF Reserve Account A and ECF Reserve Account B.

     

    “Lockbox Bank” shall mean the
First National Bank of Omaha or such other Eligible Institution as Lender may
approve from time to time.

     

    “Losses” means any and all
claims, suits, liabilities (including strict liabilities and contingent
liabilities), actions, proceedings, obligations, debts, damages, losses, costs
(including any and all costs and expenses incurred in the preservation,
restoration and protection of the Collateral and other security for the Loan),
expenses, diminution in value of the Collateral or other security for the Loan,
fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in
settlement, consequential or punitive damages, lost profit and damages, costs
and expenses of whatever kind or nature (including Professional Fees and other
costs of defense) arising out of, incurred because of, or related to, any
Recourse Event. Without limiting the foregoing, Losses shall specifically
include (i) any amount expended by Lender to cure, rectify or remedy any
Recourse Event or any consequence thereof, (ii) the amount of any Indebtedness
of the SHP Subsidiaries or Borrower paid by Lender which is not Permitted Debt
and (iii) any and all costs and expenses incurred by Lender in the preservation,
restoration and protection of the Collateral and other security for the
Loan.

     

    “Loss Proceeds” has the meaning
set forth in Section
5.7(c) of this Agreement.

     

    
      
         


      

      
        A-12

        
          

        

      

      
         


      

    


    “Management Agreements” has the
meaning set forth in Section
5.5(a) of this Agreement.

     

    “Manager Termination Notice.”
has the meaning set forth in Section 5.5(c) of this
Agreement.

     

    “Manager’s Subordination” means
that certain Subordination of Management Agreement dated as of March 5, 2007
between the Approved Manager and Initial Lender.

     

    “Material Adverse Change” means
the occurrence of any event or the failure of any event to occur which has a
material adverse effect upon (i) the business, operations, assets or condition
(financial or otherwise) of any Loan Party, (ii) the ability of any Loan Party
to perform, or of Lender to enforce, any material provision of the Loan
Documents, (iii) the value or use of the Properties or the operation thereof,
(iv) the validity, priority or enforceability of any of the Loan Documents or
the ability of the Lender to enforce Lender’s legal remedies under the Loan
Documents, or (v) the Loan.

     

    “Material Adverse Effect” means
a material adverse effect upon (i) the business operations, assets or condition
(financial or otherwise) of any Loan Party, (ii) the ability of any Loan Party
to perform any material provision of the Loan Documents or the ability of the
Lenders to enforce any material provision of the Loan Documents, or (iii) the
value or use of the Properties or the operation thereof, (iv) the validity,
priority or enforceability of any of the Loan Documents or the ability of the
Lender to enforce Lender’s legal remedies under the Loan Documents, or (v) the
Loan.

     

    “Material Agreement” means all
agreements entered into by a Loan Party (i) affecting or relating to any
individual Property requiring the payment of more than $50,000 in payments or
liability in any annual period, (ii) requiring the payment of $3,000,000 or more
in the aggregate in payments or liability, or (iii) which is not cancelable
without penalty or premium on no more than thirty (30) days notice other than
the Management Agreements and the Leases. Notwithstanding the foregoing, the
Senior Loan Documents shall not be included in the definition of Material
Agreements.

     

    “Maturity Date” means the first
to occur of (i) the Scheduled Maturity Date, as the same may be extended in
accordance with the provisions of Section 1.6 of this Agreement and (ii) the
date on which the Debt becomes due and payable pursuant to the provisions of the
Loan Documents (whether by acceleration or otherwise).

     

    “Minimum Principal
Amortization” has the meaning set forth in Section 1.7(x).

     

    “Moody’s” means Moody's
Investors Service, Inc. and its successors.

     

    “Note” has the meaning set
forth in Section 2.1 of
this Agreement.

     

    
      
         


      

      
        A-13

        
          

        

      

      
         


      

    


    “Net Operating Income” means
the consolidated gross income of Borrower and all entities owned directly or
indirectly by Borrower, less actual operating expenses including the pro-rata
portion of income from entities and/or properties owned in part directly or
indirectly by Borrower) for the immediately preceding twelve (12) months, less
the income from all Properties sold within the immediately preceding 12
months.

     

    “Non-Collateral Properties”
means Properties owned directly by the Borrower and not subject to a First
Mortgage or Second Mortgage and Properties owned by a SHP Subsidiaries, Summit
Group of Scottsdale, AZ, LLC, or SPE Owner and not subject to either (i) a First
Mortgage or Second Mortgage or (ii) a pledge to Administrative Agent for the
benefit of the Lenders of the membership interests in such
Affiliate.

     

    “Obligations” has the meaning
provided in Section 2.2
of this Agreement.

     

    “Officer’s Certificate” means
written certification addressed to Lender with respect to a particular matter
made by an individual authorized to act on behalf of Borrower and, to the extent
applicable, any authorized Person with respect to any Loan Party. Without
limiting the foregoing, if the individual signing the certificate is doing so on
behalf of a corporation, then such individual shall hold the office of
President, Executive Vice President, Senior Vice President, Vice President,
Chief Financial Officer or Chief Accounting Officer (or the equivalent) with
respect to such corporation. Any such certificate may be based, insofar as it
relates to legal, accounting, architectural or engineering matters or matters
customarily dealt with by experts, upon the written advice of counsel, an
accountant, architect, engineer or such expert, as applicable, provided the
individual signing the certificate believes in good faith that such reliance is
justified.

     

    “Organizational Documents”
shall mean (i) with respect to a corporation, such Person’s certificate of
incorporation and by-laws, and any shareholder agreement, voting trust or
similar arrangement applicable to any of such Person’s authorized shares of
capital stock, (ii) with respect to a partnership, such Person’s certificate of
limited partnership, partnership agreement, voting trusts or similar
arrangements applicable to any of its partnership interests, (iii) with respect
to a limited liability company, such Person’s certificate of formation, limited
liability company agreement or other document affecting the rights of holders of
limited liability company interests, and (iv) any and all agreements between any
constituent member, partner or shareholder of the Person in question, including
any contribution agreement or indemnification agreements. In each case,
“Organizational Documents” shall include any indemnity, contribution,
shareholders or other agreement among any of the owners of the entity in
question.

     

    “Other Charges” has the meaning
set forth in Section
5.12(a) of this Agreement.

     

    
      
         


      

      
        A-14

        
          

        

      

      
         


      

    


    “Ownership Chart” has the
meaning set forth in Section
3.1(l) of this Agreement.

     

    “Ownership Interest” means (i)
any ownership interest in the Properties or (ii) any ownership interest in a
Loan Party, direct or indirect, contingent or fixed, at any level or any tier,
of any nature whatsoever, whether in the form of a partnership interest, stock
interest, membership interest, equitable interest, beneficial interests, profit
interest, loss interest, voting rights, control rights, management rights or
otherwise.

     

    “Owner’s Title Insurance
Policy” means, with respect to the Properties, each title insurance
policy insuring a Loan Party’s, or its affiliate’s as applicable, fee or
leasehold interest in a given Property.

     

    “Payment Date” has the meaning
set forth in the Note

     

    “Permitted Debt” means (A) the
Senior Loan; (B) Taxes and Other Charges not yet delinquent, (C) Trade Payables
and accrued expenses customarily paid within 30 days of incurrence, which are
incurred in the ordinary course of Borrower or SHP’ Subsidiaries’ ownership and
operation of the Properties, in amounts reasonable and customary for similar
properties and otherwise in accordance with the Annual Budget and at no time in
excess of: (i) $15,000,000 in the aggregate for all outstanding Trade Payables
which are in fact no more than 30 days outstanding, (ii) $10,000,000 in the
aggregate for all outstanding Trade Payables which are in fact outstanding for
greater than 30 days but no more than 45 days, and (iii) $5,000,000 in the
aggregate for all outstanding Trade Payables which are in fact outstanding for
more than 45 days but no more than 90 days; provided that all outstanding Trade
Payables may not exceed $15,000,000 in the aggregate at any one time; (D)
equipment, machinery, furniture and vehicle leases up to an aggregate amount of
$15,000,000 (collectively, “Equipment Debt”); and (E) such other unsecured
indebtedness approved by Lender in writing in Lender’s sole and absolute
discretion, (F) notes payable to Guarantor or Affiliates resulting from any and
all advances to Borrower for purposes including, but not limited to, the
purchase of real estate, the funding of construction or remodeling, and the
financing of operations, all in the ordinary course of business and in
accordance with the Annual Budget and (G) sums outstanding on the date hereof
under certain loan facilities from the First National Bank of Omaha as more
particularly described on Exhibit L together with sums outstanding from time to
time as a result of draws by General Electric Capital Corporation on certain
letters of credit issued by the First National Bank of Omaha for the benefit of
General Electric Capital Corporation existing on the date hereof (and
replacements of the same) provided any such outstanding amounts do not remain
unsecured for a period exceeding 90 days, and any further amounts advanced
thereunder with the prior written consent of Lender; provided that all such
current and future outstanding amounts are at all times be secured by first
mortgages in favor of such Senior Lender.

     

    
      
         


      

      
        A-15

        
          

        

      

      
         


      

    


    “Permitted Environmental Use”
means, so long as no release thereof occurs, the use or temporary storage of
Hazardous Materials at the Properties compliance with all Environmental Laws in
the ordinary course of the use of the Properties and (B) of a type and in such
quantities which would not and could not impair the use of the Properties or any
portion thereof or the value of the Properties or any portion thereof should any
release of such Hazardous Materials occur.

     

    “Permitted Exceptions” means
(a) the lien of real property taxes, ground rents, water charges, sewer rents
and assessments, in each case not yet delinquent; (b) the exceptions set forth
in Exhibit F, none of
which, individually or in the aggregate, materially interferes with the current
use of the Properties or the validity, enforceability, or perfection of any
security intended to be provided by the Loan Documents or with the Borrower’s
ability to pay its obligations when they become due, or the value of the
Properties; (c) the mortgages, security agreements, encumbrances and liens
pursuant to, and such other title encumbrances, easements and covenants of
record which are “permitted exceptions” under, the Senior Loan; (d) Liens
permitted pursuant to Section 5.12(a); and (e) liens incurred pursuant to
Permitted Debt, unless otherwise prohibited herein.

     

    “Permitted Lien” shall mean the
Liens created by the Loan Documents and the Senior Loan Documents and any Lien
evidencing a Permitted Exception or Permitted Debt.

     

    “Person” means any individual,
sole proprietorship, corporation, general partnership, limited partnership,
limited liability company or partnership, joint venture, association, joint-
stock company, bank, trust, land trust, estate, association, joint stock
company, unincorporated organization, any federal, state, county or municipal
government (or any agency or political subdivision thereof), endowment fund or
any other form of entity.

     

    “Personal Property” shall have
the meaning set forth in Section 5.11 of this
Agreement.

     

    “Pledge and Security Agreement”
has the meaning set forth in Section 2.1 of this
Agreement.

     

    “Policies” has the meaning
provided in Section 5.6(a)
of this Agreement.

     

    “Professional Fees” means all
reasonable fees, costs and expenses of attorneys (including reasonable fees
billed for law clerks, paralegals and others not admitted to the bar but
performing services under the supervision of an attorney and customarily billed
to clients and for witness fees and court costs), accountants, appraisers,
advisors and consultants and, in each case, including document reproduction
expenses, cost of exhibit preparation, courier charges and postal and
communication expenses and their other out-of-pocket expenses. The term includes
fees and expenses incurred after the filing of a voluntary or involuntary
petition under any Bankruptcy Law.

     

    
      
         


      

      
        A-16

        
          

        

      

      
         


      

    


    “Project Budget” has the
meaning set forth in Section
4.2 of this Agreement.

     

    “Properties” has the meaning
provided in the Recitals to this Agreement.

     

    “Property” has the meaning
provided in the Recitals to this Agreement.

     

    “Protective Advances” has the
meaning set forth in Section
11.21(b) of this Agreement.

     

    “Recourse Event” shall have the
meaning set forth in Section
10.3 of this Agreement.

     

    “Restoration” shall have the
meaning set forth in Section
5.7(a) of this Agreement.

     

    “Requisite Lenders” means
Lenders having more than 66.67% of the Percentage Interest of the principal
amount of the Loan then outstanding.

     

    “S&P” means Standard &
Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc., and its
successors.

     

    “Scheduled Maturity Date” means
March 5, 2011. If such Scheduled Maturity Date is not a Business Day, such
Scheduled Maturity Date shall be the next succeeding Business Day.

     

    “Second Mortgage” means that
certain second priority mortgage or deed of trust, as applicable, in favor of
Lender, subject only to Permitted Exceptions, dated as of the Amendment,
executed and delivered by the SH V as security for the Loan and encumbering the
Lithia Springs Property as such may be amended, consolidated, split, spread,
severed, restated, replaced, supplemented, renewed, extended or otherwise
modified from time to time.

     

    “Security Deposits” has the
meaning set forth in Section
5.4(e) of this Agreement.

     

    “Security Instrument” has the
meaning set forth in Section
2.1(f) of this Agreement.

     

    “Senior Lender” shall mean the
lenders set forth in the Senior Loan Documents. In addition, the term “Senior Lender” shall also
include any other Person who has or acquires a direct interest in the Senior
Loan; provided that all references to the consent or approval of the Senior
Lender means the requisite Person or Persons having the right to consent or
approve the same under the Senior Loan Documents.

     

    
      
         


      

      
        A-17

        
          

        

      

      
         


      

    


    “Senior Loan” means all loans
pursuant to the Senior Loan Agreements set forth on Exhibit L to this Agreement,
together with any amendments, renewals or replacements thereof and all other
mortgage financing on the Properties and other real estate acquired or
constructed by Borrower or SHP Subsidiaries subsequent to the date
hereof.

     

    “Senior Loan Agreements” means
the agreements (and in some cases, mortgages or deeds of trust) set forth on
Exhibit L to this
Agreement evidencing, securing or relating to the Senior Loan, together with any
Amendments thereto, amendments, renewals or replacements thereof and all other
agreements evidencing the material terms of all mortgage financings on the
Properties and other real estate acquired or constructed by any Loan Party
subsequent to the date hereof.

     

    “Senior Loan Documents” means
any and all ancillary documents and related agreements executed in connection
with the Senior Loan Agreements.

     

    “Servicer Fee” has the meaning
set forth in Section
11.22 of this Agreement.

     

    “SH I” has the meaning provided
in the Recitals to this Agreement.

     

    “SH II” has the meaning
provided in the Recitals to this Agreement.

     

    “SH III” has the meaning
provided in the Recitals to this Agreement.

     

    “SH IV” has the meaning
provided in the Recitals to this Agreement.

     

    “SH V” has the meaning provided
in the Recitals to this Agreement.

     

    “SHP Subsidiaries” means
collectively, SH I, SH II, SH III, SH IV, SH V, and SPE Owner, and each
individually, an “SHP Subsidiary.

     

    “SHP Subsidiary Properties” has
the meaning provided in the Recitals to this Agreement.

     

    “Single Purpose Entity” means a
limited liability company or limited partnership or a corporation which (a) is
organized solely for the purpose of, has not engaged and will not engage in any
business unrelated to, and has not and will not have any assets other than those
related to, the development, construction, ownership, maintenance and operation
of the Properties or the direct or indirect ownership of equity interests in the
SHP Subsidiaries or Borrower (as applicable); ); and (b) such entity shall
not:

     

    
      
         


      

      
        A-18

        
          

        

      

      
         


      

    


    (A)           engage
in any business or activity other than the acquisition, development, ownership,
operation, leasing, managing and maintenance of the Properties, and entering
into the Loan, and activities incidental thereto;

     

    (B)           acquire
or own any material assets other than (i) the Properties, and (ii) such
incidental personal property as may be necessary for the operation of the
Properties, as the case may be;

     

    (C)           merge
into or consolidate with any person or entity or transfer or otherwise dispose
of all or substantially all of its assets or change its legal structure, or, to
the fullest extent permitted by law, dissolve, terminate or liquidate in whole
or in part;

     

    (D)           (i)
fail to observe its organizational formalities or preserve its existence as an
entity duly formed, validly existing and in good standing under the laws of the
State of Delaware, and its qualification to do business in the States where the
Properties are located, if applicable, or (ii) without the prior written consent
of Lender, amend, modify, terminate or fail to comply with the provisions of the
Certificate of Formation or this Agreement;

     

    (E)           own
any subsidiary or make any investment in, any person without the prior written
consent of the respective Senior Lender;

     

    (F)           commingle
its assets with the assets of any of its members, affiliates, principals or of
any other person in a way that would prevent identification and separation of
the such entity’s assets or fail to use its own separate stationery, telephone
number, invoices and checks, provided, however, the day to
day operations, management and administration of the Properties shall be
performed by property manager, as agent of such entity, pursuant to the
Management Agreement;

     

    (G)           incur
any debt, secured or unsecured, direct or contingent (including guaranteeing any
obligation), other than the respective Senior Loan and those debts permitted by
the respective Senior Loan Documents, except for trade payables in the ordinary
course of its business of owning and operating the Properties, provided that
such debt (i) is not evidenced by a note, (ii) is paid within sixty (60) days of
the date incurred, (iii) does not exceed, in the aggregate, four percent (4%) of
the outstanding principal balance of the indebtedness incurred pursuant to the
respective Senior Loan, and (iv) is payable to trade creditors and in amounts as
are normal and reasonable under the circumstances;

     

    (H)           become
insolvent and fail to pay its debts and liabilities (including, as applicable,
shared personnel and overhead expenses) from its assets as the same shall become
due;

     

    
      
         


      

      
        A-19

        
          

        

      

      
         


      

    


    (I)      
     (i) fail to maintain its records (including
financial statements), books of account and bank accounts separate and apart
from those of the members, principals and affiliates of such entity and any
other person, including the affiliates of a member or principal of such entity,
(ii) permit its assets or liabilities to be listed as assets or liabilities on
the financial statement of any other person, provided, however, that such
entity’s financial position, assets, liabilities, net worth and operating
results may be included in the consolidated financial statements of an
affiliate, provided, further, that such
consolidated financial statements contain a footnote indicating that such entity
is a separate legal entity and that it maintains separate books and records, or
(iii) include the assets or liabilities of any other person on its financial
statements;

     

    (J)       
    enter into any contract or agreement with any member,
general partner, principal or affiliate of such entity, guarantor or any member,
general partner, principal or affiliate thereof (other than a business
management services agreement with an affiliate of such entity, provided that
(i) such agreement is acceptable to the respective Senior Lender, (ii) the
manager, or equivalent thereof, under such agreement holds itself out as an
agent of such entity, and (iii) the agreement meets the standards set forth in
this subsection (J) following this parenthetical), except upon terms and
conditions that are commercially reasonable, intrinsically fair and
substantially similar to those that would be available on an arm’s-length basis
with third parties other than any member, general partner, principal or
affiliate of such entity, guarantor or any member, general partner, principal or
affiliate thereof;

     

    (K)           to
the fullest extent permitted by law, seek the dissolution or winding up in
whole, or in part, of such entity;

     

    (L)       
    fail to correct any known misunderstandings regarding
the separate identity of such entity, or any member, principal or affiliate
thereof or any other person;

     

    (M)          guarantee
or become obligated for the debts of any other person or hold itself out to be
responsible for the debts of another person, except as may be set forth under
the Omaha Loan Agreement and documents associated therewith;

     

    (N)           make
any loans or advances to any third party, including any member, general partner,
principal or affiliate of such entity, guarantor or any member, general partner,
principal or affiliate thereof, or acquire obligations or securities of any
member, general partner, principal or affiliate of such entity, guarantor or any
member, general partner, or affiliate thereof;

     

    (O)           fail
to file its own tax returns or be included on the tax returns of any other
person except as required by applicable law;

     

    
      
         


      

      
        A-20

        
          

        

      

      
         


      

    


    (P)       
    fail either to hold itself out to the public as a legal
entity separate and distinct from any other person or to conduct its business
solely in its own name or a name franchised or licensed to it by a person other
than an affiliate of such entity or guarantor and not as a division or part of
any other person, provided, however, the day to
day operations, management and administration of the Properties shall be
performed by property manager, as agent of such entity, pursuant to that certain
Management Agreement; (i) mislead others as to the identity with which such
other party is transacting business, or (ii) to suggest that such entity is
responsible for the debts of any third party (including any member, general
partner, principal or affiliate of such entity, guarantor or any member, general
partner, principal or affiliate thereof);

     

    (Q)           fail
to maintain adequate capital for the normal obligations reasonably foreseeable
in a business of its size and character and in light of its contemplated
business operations;

     

    (R)           share
any common logo with or hold itself out as or be considered as a department or
division of (i) any principal, member or affiliate of such entity, (ii) any
affiliate of a principal or member, or (iii) any other person, provided, however, the day to
day operations, management and administration of the Properties shall be
performed by property manager, as agent of such entity, pursuant to that certain
Management Agreement;

     

    (S)      
     fail to allocate fairly and reasonably any
overhead expenses that are shared with an affiliate, including paying for office
space and services performed by any employee of an affiliate;

     

    (T)           pledge
its assets for the benefit of any other person other than with respect to the
Loan;

     

    (U)           fail
to maintain a sufficient number of employees in light of its contemplated
business operations;

     

    (V)           fail
to hold its assets in its own name in a way that would prevent identification
and separation of such entity’s assets;

     

    (W)          have
any of its obligations guaranteed by an affiliate except guarantor in connection
with the respective Senior Loan; or

     

    (X)           fail
at any time to have at least two (2) independent managers.

     

    Notwithstanding
the above, to the extent that an SHP Subsidiary in existence on the date hereof
is required to be a “single purpose entity” by a Senior Loan, the restrictions
and requirements upon the respective SHP Subsidiaries as Single Purpose Entities
are as set forth in the Organization Documents of such SHP
Subsidiaries.

     

    
      
         


      

      
        A-21

        
          

        

      

      
         


      

    


    “SPE Owner” means, one or more
newly formed, Single Purpose Entities formed solely for the purpose of acquiring
and owning Properties, and each subject to the pledge described in Sections
4.2(k) and 4.3(K) hereof. It is expressly agreed and understood that Borrower
may form more than one SPE Owner. Each SPE Owner may own one or more property
and Borrower may transfer Properties among SPE Owners upon notice to Lender.
Lender agrees to reasonably cooperate with Borrower to facilitate such transfers
among SPE Owners.

     

    “Subdivision Map” shall have
the meaning provided in Section
5.10 of this Agreement.

     

    “Survey” means, with respect to
the Properties, a current title survey of the Properties, certified to each
Title Company and Lender and their successors and assigns, that (i) is in form
and content satisfactory to Lender; (ii) is prepared by a professional and
properly licensed land surveyor satisfactory to Lender in accordance with the
Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly
established and adopted by ALTA, NSPS and ACSM in 1999; (iii) and includes the
following additional Table A items: 1, 2, 3, 4, 6, 7, 8, 9, 10 and 11; (iv)
reflects the same legal description contained in the Owner’s Title Insurance
Policy; and (v) contains a certification in form and substance reasonably
acceptable to Lender, including a certification that no portion of the
Properties lies within a flood plain.

     

    “Sweep Event” shall mean the
occurrence and continuance of an Event of Default or Unmatured
Default.

     

    “Taxes” has the meaning set
forth in Section 5.12(a)
of this Agreement.

     

    “Title Company” means
LandAmerica Commercial Services.

     

    “Trade Payables” means
unsecured amounts payable by or on behalf of SHP Subsidiaries or any other Loan
Party for or in respect of the operation of the Properties in the ordinary
course, including amounts payable to suppliers, vendors, contractors, mechanics,
materialmen or other Persons providing property or services to the Properties,
Borrower or the SHP Subsidiaries.

     

    “Transfer” means any
transaction, transfer, sale (including pursuant to a right of re-purchase),
assignment, conveyance, mortgage, pledge, hypothecation, encumbrance or other
disposition, directly or indirectly, but not including such transactions
pursuant to the Permitted Encumbrances, Permitted Debt or Permitted Liens, of
(A) the Properties or any portion thereof or (B) any Ownership Interest of any
Loan Party.

     

    “UCC Searches” means UCC
searches of the SHP Subsidiaries, Borrower, and Guarantor in such jurisdictions
as Lender shall specify, covering personal property, fixtures, federal and state
tax liens, pending suits, bankruptcy, judgments, and which shall show that all
Financing Statements have been duly filed.

     

    
      
         


      

      
        A-22

        
          

        

      

      
         


      

    


    “Uniform Commercial Code” means
the Uniform Commercial Code in effect in any applicable
jurisdiction.

     

    “Unmatured Default” means an
event, condition or circumstance, the occurrence or existence of which shall,
upon the giving of notice or the passage of time, or both, constitute an Event
of Default.

     

    
      
         


      

      
        A-23

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    (Litigation)

     

    
      	
              1)

            	
              Joel
      Christopherson & Celeste Christopherson for Jace Christopherson vs.
      The Summit Group, Inc.

            


    

    


    
      	
              2)

            	
              Hollen
      Fowler vs. Jay Gruell and The Summit Group,
Inc.

            


    

    


    
      	
              3)

            	
              James
      Meyer vs. The Summit Group, Inc.

            


    

    


    
      	
              4)

            	
              Teche
      Electric Supply, LLC vs. Darrell’s Electric, Inc; Summit Hotel Properties,
      LLC; McSpadden Development
Corporation

            


    

    


    
      	
              5)

            	
              Julie
      Smithson vs. The Summit Group, Inc.

            


    

    


    
      	
              6)

            	
              Phyllis
      Silver & Abraham Silver vs. The Summit Group,
  Inc.

            


    

    


    
      	
              7)

            	
              Patricia
      Webb-Perryman vs. The Summit Group,
Inc.

            


    

    


    
      	
              8)

            	
              Peter
      Poulos vs. Summit Hotel Properties, LLC; The Summit Group, Inc.; Trent
      Peterson (civil case)

            


    

    


    
      	
              9)

            	
              Peter
      Poulos vs. Summit Hotel Properties, LLC; The Summit Group, Inc.; et al (US
      Department of Labor)

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    (Ownership
Chart)

    


    Ownership of Summit Hotel
Properties, LLC (Borrower) as of December 31, 2009

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Class of Ownership/Owners

                              	 	
                                    

                              	 	 	
                                Sharing Ratio

                              	 
	
                                Class
      A Members

                              	 	 	 	 	 	 
	
                                Over
      650 members in aggregate

                              	 	 	 	 	 	41.7	%
	 
      	 	 	 	 	 	 	 
	
                                Class
      A-1 Members

                              	 	 	 	 	 	 	 
	
                                Over
      450 members in aggregate

                              	 	 	 	 	 	7.4	%
	 
      	 	 	 	 	 	 	 
	
                                Class
      B Members

                              	 	 	 	 	 	 	 
	
                                The
      Summit Group, Inc.

                              	 	 	4.2428	%	 	 	 	 
	
                                Paul
      A. Schock

                              	 	 	0.0228	%	 	 	 	 
	
                                Craig
      J. Aniszewski

                              	 	 	0.0779	%	 	 	 	 
	
                                Schock
      Financial Services, Inc.

                              	 	 	1.0030	%	 	 	 	 
	
                                Bluestem
      Capital Company, LLC

                              	 	 	0.1758	%	 	 	 	 
	
                                Kirby
      Capital Corp.

                              	 	 	0.0042	%	 	 	 	 
	
                                Jennifer
      L. Larsen

                              	 	 	0.0280	%	 	 	 	 
	
                                Other
      14 members in aggregate

                              	 	 	1.8165	%	 	 	 	 
	
                                Total

                              	 	 	7.369	%	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                                Class
      C Members

                              	 	 	 	 	 	 	 	 
	
                                The
      Summit Group, Inc.

                              	 	 	 	 	 	 	43.5	%
	 
      	 	 	 	 	 	 	100.0000	%
	 
      	 	 	 	 	 	 	 	 
	
                                Ownership of Summit Hospitality I,
      LLC

                              	 	 	 	 	 	 	 	 
	
                                Sole
      Member

                              	 	 	 	 	 	 	 	 
	
                                Summit
      Hotel Properties, LLC

                              	 	 	 	 	 	 	100.0000	%
	 
      	 	 	 	 	 	 	 	 
	
                                Ownership of Summit Hospitality V,
      LLC

                              	 	 	 	 	 	 	 	 
	
                                Sole
      Member

                              	 	 	 	 	 	 	 	 
	
                                Summit
      Hotel Properties, LLC

                              	 	 	 	 	 	 	100.0000	%
	 
      	 	 	 	 	 	 	 	 
	
                                Ownership of Summit Group of Scottsdale, AZ
      LLC

                              	 	 	 	 	 	 	 	 
	
                                Summit
      Hotel Properties, LLC

                              	 	 	 	 	 	 	49.0000	%
	
                                Summit
      Hospitality of Scottsdale, AZ LLC

                              	 	 	 	 	 	 	36.0000	%
	
                                Gary
      Tharaldson

                              	 	 	 	 	 	 	15.0000	%


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
E

     

    (Required
Consents)

     

    
      	
               
      

            	
              ·

            	
              Summit
      Hotel Properties, LLC Board of
Managers

            


    

    
      	
               
      

            	
              ·

            	
              Summit
      Hospitality V, LLC Board of
Managers

            


    

    
      	
               
      

            	
              ·

            	
              Summit
      Hospitality I, LLC Board of
Managers

            


    

    
      	
               
      

            	
              ·

            	
              The
      Summit Group, Inc. Board of
Directors

            


    

    
      	
               
      

            	
              ·

            	
              First
      National Bank of Omaha

            


    

    
      	
               
      

            	
              ·

            	
              Metabank

            


    

    
      	
               
      

            	
              ·

            	
              Chambers
      Bank

            


    

    
      	
               
      

            	
              ·

            	
              BNC
      National Bank

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
F


     

    (Permitted
Exceptions)

    


    Each of
the exceptions listed on Schedule B-II to each of the lender’s policies of title
insurance issued in favor of the Administrative Agent with respect to the
Collateral Properties subject to a Lien in favor of Lender.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
J

     

    (Material
Agreements)

     

    Franchise
Agreements

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	
                                                                                                Property
      Location

                                                                                              	 
      	
                                                                                                Brand

                                                                                              	 
      	
                                                                                                Franchise

                                                                                              
	
                                                                                                Salina
      KS

                                                                                              	 
      	
                                                                                                Comfort
      Inn

                                                                                              	 
      	
                                                                                                Comfort
      Inn Franchise Agreement (Choice) *

                                                                                              
	
                                                                                                Bloomington
      MN

                                                                                              	 
      	
                                                                                                Cambria
      Suites

                                                                                              	 
      	
                                                                                                Choice
      Hotels International, Inc. Franchise Agreement

                                                                                              
	
                                                                                                Twin
      Falls ID

                                                                                              	 
      	
                                                                                                Comfort
      Inn & Suites

                                                                                              	 
      	
                                                                                                Comfort
      Inn & Suites Franchise Agreement (Choice)

                                                                                              
	
                                                                                                Bloomington
      MN

                                                                                              	 
      	
                                                                                                Hampton
      Inn & Suites

                                                                                              	 
      	
                                                                                                Franchise
      License Agreement (Hilton)

                                                                                              
	
                                                                                                San
      Antonio TX

                                                                                              	 
      	
                                                                                                Cambria
      Suites

                                                                                              	 
      	
                                                                                                Choice
      Hotels International, Inc. Franchise Agreement

                                                                                              
	
                                                                                                Ft.
      Worth TX

                                                                                              	 
      	
                                                                                                Hampton
      Inn & Suites

                                                                                              	 
      	
                                                                                                Franchise
      License Agreement (Hilton)

                                                                                              
	
                                                                                                Salina
      KS

                                                                                              	 
      	
                                                                                                Fairfield
      Inn

                                                                                              	 
      	
                                                                                                Fairfield
      Inn Franchise Agreement (Marriott) *

                                                                                              
	
                                                                                                Ft.
      Smith AR

                                                                                              	 
      	
                                                                                                Comfort
      Inn

                                                                                              	 
      	
                                                                                                Comfort
      Inn Franchise Agreement (Choice) *

                                                                                              
	
                                                                                                Emporia
      KS

                                                                                              	 
      	
                                                                                                Fairfield
      Inn

                                                                                              	 
      	
                                                                                                Fairfield
      Inn Franchise Agreement (Marriott) *

                                                                                              
	
                                                                                                Boise
      ID

                                                                                              	 
      	
                                                                                                Fairfield
      Inn

                                                                                              	 
      	
                                                                                                Fairfield
      Inn Relicensing Franchise Agreement (Marriott) *

                                                                                              
	
                                                                                                Boise
      ID

                                                                                              	 
      	
                                                                                                Hampton
      Inn

                                                                                              	 
      	
                                                                                                Franchise
      License Agreement (Hilton) *

                                                                                              
	
                                                                                                Lakewood
      CO

                                                                                              	 
      	
                                                                                                Fairfield
      Inn

                                                                                              	 
      	
                                                                                                Fairfield
      Inn Relicensing Franchise Agreement (Marriott) *

                                                                                              
	
                                                                                                Lakewood
      CO

                                                                                              	 
      	
                                                                                                Comfort
      Suites

                                                                                              	 
      	
                                                                                                Comfort
      Inn Franchise Agreement (Choice) *

                                                                                              
	
                                                                                                Spokane
      WA

                                                                                              	 
      	
                                                                                                Fairfield
      Inn

                                                                                              	 
      	
                                                                                                Fairfield
      Inn Relicensing Franchise Agreement (Marriott) *

                                                                                              
	
                                                                                                Denver
      CO

                                                                                              	 
      	
                                                                                                Fairfield
      Inn

                                                                                              	 
      	
                                                                                                Fairfield
      Inn Relicensing Franchise Agreement (Marriott) *

                                                                                              
	
                                                                                                Denver
      CO

                                                                                              	 
      	
                                                                                                Springhill
      Suites

                                                                                              	 
      	
                                                                                                Springhill
      Suites by Marriott Franchise Agreement (Marriott)

                                                                                              
	
                                                                                                Provo
      UT

                                                                                              	 
      	
                                                                                                Hampton
      Inn

                                                                                              	 
      	
                                                                                                Franchise
      License Agreement (Hilton) *

                                                                                              
	
                                                                                                Missoula
      MT

                                                                                              	 
      	
                                                                                                Comfort
      Inn

                                                                                              	 
      	
                                                                                                Comfort
      Inn Franchise Agreement (Choice) *

                                                                                              
	
                                                                                                Ft.
      Collins CO

                                                                                              	 
      	
                                                                                                Hampton
      Inn

                                                                                              	 
      	
                                                                                                Franchise
      License Agreement (Hilton) *

                                                                                              
	
                                                                                                Bellevue
      WA

                                                                                              	 
      	
                                                                                                Fairfield
      Inn

                                                                                              	 
      	
                                                                                                Fairfield
      Inn Relicensing Franchise Agreement (Marriott) *

                                                                                              
	
                                                                                                Sandy
      UT

                                                                                              	 
      	
                                                                                                Holiday
      Inn Express & Suites

                                                                                              	 
      	
                                                                                                Holiday
      Inn Express Hotel & Suites Hotel Conversion License
      Agreement

                                                                                              
	
                                                                                                Ft.
      Collins CO

                                                                                              	 
      	
                                                                                                Hilton
      Garden Inn

                                                                                              	 
      	
                                                                                                Franchise
      License Agreement (Hilton)

                                                                                              
	
                                                                                                Jackson,
      MS

                                                                                              	 
      	
                                                                                                Residence
      Inn

                                                                                              	 
      	
                                                                                                Residence
      Inn by Marriott Franchise Agreement (Marriott)

                                                                                              
	
                                                                                                Vernon
      Hills IL

                                                                                              	 
      	
                                                                                                Holiday
      Inn Express

                                                                                              	 
      	
                                                                                                Holiday
      Inn Express Hotel Conversion License Agreement

                                                                                              
	
                                                                                                Ft.
      Worth TX

                                                                                              	 
      	
                                                                                                Comfort
      Suites

                                                                                              	 
      	
                                                                                                Choice
      Hotels International Inc Franchise Agreement (Choice) *

                                                                                              
	
                                                                                                Twin
      Falls ID

                                                                                              	 
      	
                                                                                                Holiday
      Inn Express & Suites

                                                                                              	 
      	
                                                                                                License
      Agreement (IHG)

                                                                                              
	
                                                                                                Lewisville
      TX

                                                                                              	 
      	
                                                                                                Fairfield
      Inn

                                                                                              	 
      	
                                                                                                Fairfield
      Inn Franchise Agreement (Marriott) *

                                                                                              
	
                                                                                                Emporia
      KS

                                                                                              	 
      	
                                                                                                Holiday
      Inn Express

                                                                                              	 
      	
                                                                                                License
      Agreement (IHG) *

                                                                                              
	
                                                                                                Charleston
      WV

                                                                                              	 
      	
                                                                                                Country
      Inn & Suites

                                                                                              	 
      	
                                                                                                License
      Agreement (Carlson) *

                                                                                              
	
                                                                                                Charleston
      WV

                                                                                              	 
      	
                                                                                                Comfort
      Suites

                                                                                              	 
      	
                                                                                                Choice
      Hotels International Inc Franchise Agreement (Choice) *

                                                                                              
	
                                                                                                Medford
      OR

                                                                                              	 
      	
                                                                                                Hampton
      Inn

                                                                                              	 
      	
                                                                                                Franchise
      License Agreement (Hilton)
*

                                                                                              


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT J
(continued)


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                	
                                                                                                                        Property

                                                                                                                        Location

                                                                                                                      	 
      	
                                                                                                                        Brand

                                                                                                                      	 
      	
                                                                                                                        Franchise

                                                                                                                      
	
                                                                                                                        Baton
      Rouge LA

                                                                                                                      	 
      	
                                                                                                                        Cambria
      Suites

                                                                                                                      	 
      	
                                                                                                                        Choice
      Hotels International, Inc. Franchise Agreement

                                                                                                                      
	
                                                                                                                        Ft.
      Smith AR

                                                                                                                      	 
      	
                                                                                                                        Aspen
      Hotel & Suites

                                                                                                                      	 
      	
                                                                                                                        NONE

                                                                                                                      
	
                                                                                                                        Denver
      CO

                                                                                                                      	 
      	
                                                                                                                        Hampton
      Inn

                                                                                                                      	 
      	
                                                                                                                        Franchise
      License Agreement (Hilton) *

                                                                                                                      
	
                                                                                                                        Baton
      Rouge LA

                                                                                                                      	 
      	
                                                                                                                        Fairfield
      Inn

                                                                                                                      	 
      	
                                                                                                                        Fairfield
      Inn Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        Baton
      Rouge LA

                                                                                                                      	 
      	
                                                                                                                        SpringHill
      Suites

                                                                                                                      	 
      	
                                                                                                                        Springhill
      Suites Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        Baton
      Rouge LA

                                                                                                                      	 
      	
                                                                                                                        TownePlace
      Suites

                                                                                                                      	 
      	
                                                                                                                        TownePlace
      Suites by Marriott Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        Lithia
      Springs GA

                                                                                                                      	 
      	
                                                                                                                        SpringHill
      Suites

                                                                                                                      	 
      	
                                                                                                                        Springhill
      Suites by Marriott Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        Little
      Rock AR

                                                                                                                      	 
      	
                                                                                                                        SpringHill
      Suites

                                                                                                                      	 
      	
                                                                                                                        Springhill
      Suites by Marriott Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        Nashville
      TN

                                                                                                                      	 
      	
                                                                                                                        SpringHill
      Suites

                                                                                                                      	 
      	
                                                                                                                        Springhill
      Suites by Marriott Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        Twin
      Falls ID

                                                                                                                      	 
      	
                                                                                                                        Hampton
      Inn

                                                                                                                      	 
      	
                                                                                                                        Franchise
      License Agreement (Hilton)

                                                                                                                      
	
                                                                                                                        Germantown
      TN

                                                                                                                      	 
      	
                                                                                                                        Courtyard
      by Marriott

                                                                                                                      	 
      	
                                                                                                                        Courtyard
      by Marriott Relicensing Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        Jackson
      MS

                                                                                                                      	 
      	
                                                                                                                        Courtyard
      by Marriott

                                                                                                                      	 
      	
                                                                                                                        Courtyard
      by Marriott Relicensing Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        Boise
      ID

                                                                                                                      	 
      	
                                                                                                                        Holiday
      Inn Express

                                                                                                                      	 
      	
                                                                                                                        Holiday
      Inn Express Hotel Change of Ownership License Agreement
    (IHG)

                                                                                                                      
	
                                                                                                                        Germantown
      TN

                                                                                                                      	 
      	
                                                                                                                        Fairfield
      Inn

                                                                                                                      	 
      	
                                                                                                                        Fairfield
      Inn by Marriott Relicensing Franchise Agreement
  (Marriott)

                                                                                                                      
	
                                                                                                                        Germantown
      TN

                                                                                                                      	 
      	
                                                                                                                        Residence
      Inn

                                                                                                                      	 
      	
                                                                                                                        Residence
      Inn Relicensing Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        Memphis
      TN

                                                                                                                      	 
      	
                                                                                                                        Courtyard
      by Marriott

                                                                                                                      	 
      	
                                                                                                                        Courtyard
      by Marriott Relicensing Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        Missoula
      MT

                                                                                                                      	 
      	
                                                                                                                        Courtyard
      by Marriott

                                                                                                                      	 
      	
                                                                                                                        Courtyard
      by Marriott Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        El
      Paso TX

                                                                                                                      	 
      	
                                                                                                                        Hampton
      Inn & Suites

                                                                                                                      	 
      	
                                                                                                                        Franchise
      License Agreement (Hilton)

                                                                                                                      
	
                                                                                                                        Ft.
      Smith AR

                                                                                                                      	 
      	
                                                                                                                        Hampton
      Inn

                                                                                                                      	 
      	
                                                                                                                        Franchise
      License Agreement (Hilton)

                                                                                                                      
	
                                                                                                                        Ft.
      Wayne IN

                                                                                                                      	 
      	
                                                                                                                        Hampton
      Inn

                                                                                                                      	 
      	
                                                                                                                        Franchise
      License Agreement (Hilton)

                                                                                                                      
	
                                                                                                                        Ft.
      Wayne IN

                                                                                                                      	 
      	
                                                                                                                        Residence
      Inn

                                                                                                                      	 
      	
                                                                                                                        Residence
      Inn by Marriott Relicensing Franchise Agreement
  (Marriott)

                                                                                                                      
	
                                                                                                                        Atlanta
      GA

                                                                                                                      	 
      	
                                                                                                                        Hyatt

                                                                                                                      	 
      	
                                                                                                                        Franchise
      Agreement (Amerisuites)

                                                                                                                      
	
                                                                                                                        Boise
      ID

                                                                                                                      	 
      	
                                                                                                                        Cambria
      Suites

                                                                                                                      	 
      	
                                                                                                                        Choice
      Hotels International, Inc. Franchise Agreement

                                                                                                                      
	
                                                                                                                        Flagstaff
      AZ

                                                                                                                      	 
      	
                                                                                                                        Courtyard
      by Marriott

                                                                                                                      	 
      	
                                                                                                                        Courtyard
      by Marriott Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        Jacksonville
      FL

                                                                                                                      	 
      	
                                                                                                                        Aloft

                                                                                                                      	 
      	
                                                                                                                        aloft
      Hotels New Build License Agreement (Starwood)

                                                                                                                      
	
                                                                                                                        Jacksonville
      FL

                                                                                                                      	 
      	
                                                                                                                        Holiday
      Inn

                                                                                                                      	 
      	
                                                                                                                        Holiday
      Inn Hotel New Development License Agreement (IHG)

                                                                                                                      
	
                                                                                                                        Las
      Colinas TX

                                                                                                                      	 
      	
                                                                                                                        Hyatt
      Place

                                                                                                                      	 
      	
                                                                                                                        Hyatt
      Place Hotel Franchise Agreement

                                                                                                                      
	
                                                                                                                        Las
      Colinas TX

                                                                                                                      	 
      	
                                                                                                                        Holiday
      Inn Express & Suites

                                                                                                                      	 
      	
                                                                                                                        Holiday
      Inn Express & Suites Hotel Conversion License Agreement
      (IHG)

                                                                                                                      
	
                                                                                                                        Ridgeland,
      MS

                                                                                                                      	 
      	
                                                                                                                        Staybridge
      Suites

                                                                                                                      	 
      	
                                                                                                                        Staybridge
      Suites Hotel License Agreement (IHG)

                                                                                                                      
	
                                                                                                                        Portland,
      OR

                                                                                                                      	 
      	
                                                                                                                        Hyatt
      Place

                                                                                                                      	 
      	
                                                                                                                        Hyatt
      Place Hotel Franchise Agreement

                                                                                                                      
	
                                                                                                                        Portland,
      OR

                                                                                                                      	 
      	
                                                                                                                        Residence
      Inn

                                                                                                                      	 
      	
                                                                                                                        Residence
      Inn by Marriott Franchise Agreement (Marriott)

                                                                                                                      
	
                                                                                                                        Ft.
      Myers FL

                                                                                                                      	 
      	
                                                                                                                        Hyatt
      Place

                                                                                                                      	 
      	
                                                                                                                        Hyatt
      Place Hotel Franchise Agreement

                                                                                                                      
	
                                                                                                                        Flagstaff
      AZ

                                                                                                                      	 
      	
                                                                                                                        Springhill
      Suites

                                                                                                                      	 
      	
                                                                                                                        Springhill
      Suites by Marriott Franchise Agreement
  (Marriott)

                                                                                                                      


                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        J-2

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  	
                                                                                                          Houston
      TX

                                                                                                        	 
      	
                                                                                                          Springhill
      Suites

                                                                                                        	 
      	
                                                                                                          Springhill
      Suites by Marriott Franchise Agreement (Marriott)

                                                                                                        
	
                                                                                                          San
      Antonio (Broadway) TX

                                                                                                        	 
      	
                                                                                                          Homewood
      Suites

                                                                                                        	 
      	
                                                                                                          Franchise
      License Agreement Homewood Suites by Hilton

                                                                                                        
	
                                                                                                          Boise
      ID

                                                                                                        	 
      	
                                                                                                          Holiday
      Inn Express & Suites

                                                                                                        	 
      	
                                                                                                          Holiday
      Inn Express & Suites Hotel New Development License
      Agreement

                                                                                                        
	
                                                                                                          San
      Antonio (Legacy) TX

                                                                                                        	 
      	
                                                                                                          Hilton
      Garden Inn

                                                                                                        	 
      	
                                                                                                          Franchise
      License Agreement Hilton Garden Inn (Hilton)

                                                                                                        
	
                                                                                                          Missoula
      MT

                                                                                                        	 
      	
                                                                                                          Fairfield
      Inn

                                                                                                        	 
      	
                                                                                                          Fairfield
      Inn & Suites by Marriott Franchise Agreement
  (Marriott)

                                                                                                        
	
                                                                                                          El
      Paso TX

                                                                                                        	 
      	
                                                                                                          Courtyard
      by Marriott

                                                                                                        	 
      	
                                                                                                          Courtyard
      by Marriott Franchise Agreement (Marriott)

                                                                                                        
	
                                                                                                          El
      Paso TX

                                                                                                        	 
      	
                                                                                                          Hampton
      Inn & Suites

                                                                                                        	 
      	
                                                                                                          Hampton
      Inn & Suites Franchise Agreement (Hilton)

                                                                                                        
	
                                                                                                          Spokane
      WA

                                                                                                        	 
      	
                                                                                                          Courtyard
      by Marriott

                                                                                                        	 
      	
                                                                                                          Courtyard
      by Marriott Franchise Agreement (Marriott)

                                                                                                        
	
                                                                                                          Spokane
      WA

                                                                                                        	 
      	
                                                                                                          Springhill
      Suites

                                                                                                        	 
      	
                                                                                                          Springhill
      Suites by Marriott Franchise Agreement (Marriott)

                                                                                                        
	
                                                                                                          Twin
      Falls, ID

                                                                                                        	 
      	
                                                                                                          Courtyard
      by Marriott

                                                                                                        	 
      	
                                                                                                          Courtyard
      by Marriott Franchise Agreement
(Marriott)

                                                                                                        


                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
               
      

            	
              *

            	
              Agreements
      were assigned to Summit Hotel Properties, LLC via Assignment and
      Assumption Agreements executed prior to the Summit Hotel Properties, LLC
      roll-up March 1, 2004.

            


    

     

    
      Other Material
Agreements

    

     

    
      
        
          
            	
                    Property
      Location

                  	 	
                    Description

                  
	
                    Fort
      Smith, AR

                  	 	
                    Ground
      lease for Fort Smith, AR Hampton Inn

                  
	
                    Fort
      Smith, AR

                  	 	
                    Ground
      lease for Fort Smith, AR Comfort Inn

                  
	
                    Portland,
      OR

                  	 	
                    Ground
      lease for Portland, OR Hyatt Place

                  
	
                    Portland,
      OR

                  	 	
                    Ground
      lease for Portland, OR Residence
Inn

                  


          

        

      

    

     

    
      
         


      

      
        J-3

        
          

        

      

      
         


      

    

    


    EXHIBIT
L

     


    (Senior
Loan Agreements)

     

    Lehman Brothers Bank – 25
Hotels - $88,000,000

    


    
      	
               
      

            	
              1.

            	
              Loan
      Agreement – Summit Hospitality I, LLC,
Borrower

            


    

    
      	
               
      

            	
              2.

            	
              Deed
      of Trust/Mortgage, Security Agreement Financing Statement and Fixture
      Filing (seventeen separate documents securing the respective properties
      financed by the lender)

            


    

    


    ING Life Insurance – 6
Hotels - $34,150,000

    


    
      	
               
      

            	
              1.

            	
              Deed
      of Trust, Security Agreement Financing Statement and Fixture Filing (six
      separate documents securing the respective properties financed by the
      lender)

            


    

    
      	
               
      

            	
              2.

            	
              Construction
      Loan Agreement

            


    

    
      	
               
      

            	
              3.

            	
              Side
      Letter, dated January 29, 2007

            


    

    


    ING Life Insurance - 8
Hotels - $36,600,800

    


    
      	
               
      

            	
              1.

            	
              Deed
      of Trust, Security Agreement Financing Statement and Fixture Filing (eight
      separate documents securing the respective properties financed by the
      lender)

            


    

    
      	
               
      

            	
              2.

            	
              Loan
      Agreement

            


    

    
      	
               
      

            	
              3.

            	
              Side
      Letter, dated January 29, 2007

            


    

    
      	
               
      

            	
              4.

            	
              First
      Modification of Loan Agreement dated April 24,
  2007

            


    

    
      	
               
      

            	
              5.

            	
              Side
      Letter dated April 24, 2007

            


    

    


    ING Life Insurance -
Jackson, MS Residence Inn

    


    
      	
               
      

            	
              1.

            	
              Mortgage,
      Security Agreement Financing Statement and Fixture Filing (First
      Priority)

            


    

    
      	
               
      

            	
              2.

            	
              Deed
      of Trust, Security Agreement Financing Statement and Fixture Filing (five
      separate documents securing a Second Priority on the respective properties
      financed under the $34,150,000
transaction)

            


    

    
      	
               
      

            	
              3.

            	
              Construction
      Loan Agreement

            


    

    
      	
               
      

            	
              4.

            	
              Side
      Letter, dated January 29, 2007

            


    

    


    ING Life Insurance - Fort
Collins, CO Hilton Garden Inn & Suites

    


    
      	
               
      

            	
              1.

            	
              Deed
      of Trust, Security Agreement Financing Statement and Fixture Filing (First
      Priority)

            


    

    
      	
               
      

            	
              2.

            	
              Deed
      of Trust, Security Agreement Financing Statement and Fixture Filing (five
      separate documents securing a Second Priority on the respective properties
      financed under the $36,600,800
transaction)

            


    

    
      	
               
      

            	
              3.

            	
              Construction
      Loan Agreement

            


    

    
      	
               
      

            	
              4.

            	
              Side
      Letter, dated January 29, 2007

            


    

    


    CHAMBERS Bank – Ft. Smith,
AR Aspen Hotel & Suites

    


    
      	
               
      

            	
              1.

            	
              Promissory
      Note

            


    

    
      	
               
      

            	
              2.

            	
              Mortgage

            


    

    
      	
               
      

            	
              3.

            	
              Modification
      of Mortgage (6/24/2008) – Maturity Date
  Extension

            


    

    
      	
               
      

            	
              4.

            	
              Notice
      of Final Agreement

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.

            	
              Change
      in Terms Agreement (6/24/2008)

            


    

    


    METABANK – Boise, ID Cambria
Suites

    


    
      	
               
      

            	
              1.

            	
              Commercial
      Loan Agreement

            


    

    
      	
               
      

            	
              2.

            	
              Commercial
      Debt Modification Agreement
(4/27/2006)

            


    

    
      	
               
      

            	
              3.

            	
              Commercial
      Debt Modification Agreement
(12/1/2006)

            


    

    
      	
               
      

            	
              4.

            	
              Commercial
      Debt Modification Agreement
(3/10/2009)

            


    

    
      	
               
      

            	
              5.

            	
              Real
      Estate Deed of Trust

            


    

    
      	
               
      

            	
              6.

            	
              Real
      Estate Deed of Trust – Lithia Springs, GA Springhill
  Suites

            


    

    
      	
               
      

            	
              7.

            	
              Construction
      Loan Disbursement Agreement

            


    

     

    M & I Marshall and
Ilsley Bank – Bloomington, MN Hampton Inn & Suites

    


    
      	
               
      

            	
              1.

            	
              Loan
      Agreement

            


    

    
      	
               
      

            	
              2.

            	
              First
      Amendment to Loan Agreement, Note, and Collateral Security
      Documents  (12/31/08)

            


    

    
      	
               
      

            	
              3.

            	
              Real
      Estate Mortgage, Security Agreement and Financing Statement and Assignment
      of Leases and Rents

            


    

    
      	
               
      

            	
              4.

            	
              Disbursing
      Agreement

            


    

     

    M & I Marshall and
Ilsley Bank – Bloomington, MN Cambria Suites

    


    
      	
               
      

            	
              1.

            	
              Loan
      Agreement

            


    

    
      	
               
      

            	
              2.

            	
              First
      Amendment to Loan Agreement, Note, and Collateral Security Documents
      (12/31/08)

            


    

    
      	
               
      

            	
              3.

            	
              Real
      Estate Mortgage, Security Agreement and Financing Statement and Assignment
      of Leases and Rents

            


    

    
      	
               
      

            	
              4.

            	
              Disbursing
      Agreement

            


    

    


    BNC National Bank – Fort
Worth, TX Hampton

    


    
      	
               
      

            	
              1.

            	
              Construction
      and Term Loan Agreement

            


    

    
      	
               
      

            	
              2.

            	
              Senior
      Lien Note

            


    

    
      	
               
      

            	
              3.

            	
              Addendum
      A To Construction And Term Loan
Agreement

            


    

    
      	
               
      

            	
              4.

            	
              Construction
      Deed of Trust, Security Agreement, Fixture Financing Statement and
      Assignment of Leases and Rents

            


    

    


    BNC National Bank – Twin
Falls, ID Holiday Inn Express & Suites

    


    
      	
               
      

            	
              1.

            	
              Promissory
      Note

            


    

    
      	
               
      

            	
              2.

            	
              Construction
      and Term Loan Agreement

            


    

    
      	
               
      

            	
              3.

            	
              Deed
      of Trust, Security Agreement, Fixture Financing Statement and Assignment
      of Leases and Rents

            


    

    


    First National Bank of Omaha
– Credit Pool

    


    
      	
               
      

            	
              1.

            	
              First
      Amended and Restated Loan Agreement

            


    

    
      	
               
      

            	
              2.

            	
              Deed
      of Trust – Germantown, TN Courtyard

            


    

    
      	
               
      

            	
              3.

            	
              Deed
      of Trust – Jackson, MS Courtyard

            


    

    
      	
               
      

            	
              4.

            	
              Deed
      of Trust – Atlanta, GA Hyatt Place

            


    

    
      	
               
      

            	
              5.

            	
              Deed
      of Trust – Las Colinas, TX Hyatt
Place

            


    

    
      	
               
      

            	
              6.

            	
              Deed
      of Trust – Las Colinas, TX Holiday Inn
Express

            


    

    
      	
               
      

            	
              7.

            	
              Deed
      of Trust – Ridgeland, MS Staybridge
Suites

            


    


    
      
         


      

      
        L-2

        
          

        

      

      
         


      

    


    First National Bank of Omaha
– Acquisition Line

    


    
      	
               
      

            	
              1.

            	
              Amended
      and Restated Loan Agreement

            


    

    
      	
               
      

            	
              2.

            	
              Mortgage
      – Jacksonville, FL Aloft

            


    

    
      	
               
      

            	
              3.

            	
              Deed
      of Trust – Flagstaff, AZ Springhill
Suites

            


    

    


    General Electric Capital
Corporation – Baton Rouge, LA Cambria Suites

    


    
      	
               
      

            	
              1.

            	
              Amended
      and Restated Promissory Note

            


    

    
      	
               
      

            	
              2.

            	
              Loan
      Agreement

            


    

    
      	
               
      

            	
              3.

            	
              Loan
      Modification Agreement (December
2008)

            


    

    
      	
               
      

            	
              4.

            	
              Disbursement
      Agreement

            


    

    
      	
               
      

            	
              5.

            	
              Mortgage,
      Security Agreement, and Collateral Assignment of Leases and
      Rents

            


    

    


    General Electric Capital
Corporation – San Antonio, TX Cambria Suites

    


    
      	
               
      

            	
              1.

            	
              Amended
      and Restated Promissory Note

            


    

    
      	
               
      

            	
              2.

            	
              Loan
      Agreement

            


    

    
      	
               
      

            	
              3.

            	
              Disbursement
      Agreement

            


    

    
      	
               
      

            	
              4.

            	
              Deed
      of Trust, Assignment of Rents and Leases, Security Agreement and Fixture
      Filing

            


    

    


    General Electric Capital
Corporation – Denver, CO Springhill Suites

    


    
      	
               
      

            	
              1.

            	
              Amended
      and Restated Promissory Note

            


    

    
      	
               
      

            	
              2.

            	
              Loan
      Agreement

            


    

    
      	
               
      

            	
              3.

            	
              Disbursement
      Agreement

            


    

    
      	
               
      

            	
              4.

            	
              Deed
      of Trust, Assignment of Rents and Leases, Security Agreement and Fixture
      Filing

            


    

    


    COMPASS Bank – Flagstaff, AZ
Courtyard

    


    
      	
               
      

            	
              1.

            	
              Promissory
      Note Secured by Deed of Trust

            


    

    
      	
               
      

            	
              2.

            	
              Construction
      Loan Agreement

            


    

    
      	
               
      

            	
              3.

            	
              Deed
      of Trust, Assignment of Rents and Leases, Security Agreement and Fixture
      Filing

            


    

    


    Bank of the Cascades –
Portland, OR Residence Inn

    


    
      	
               
      

            	
              1.

            	
              Promissory
      Note

            


    

    
      	
               
      

            	
              2.

            	
              Construction
      Loan Agreement

            


    

    
      	
               
      

            	
              3.

            	
              Business
      Loan Agreement

            


    

    
      	
               
      

            	
              4.

            	
              Commercial
      Security Agreement

            


    

    
      	
               
      

            	
              5.

            	
              Line
      of Credit Instrument, Assignment of
Rents

            


    

    


    Bank of the Ozarks –
Portland, OR Hyatt Place

    


    
      	
               
      

            	
              1.

            	
              Promissory
      Note

            


    

    
      	
               
      

            	
              2.

            	
              Construction
      Loan Agreement

            


    

    
      	
               
      

            	
              3.

            	
              Leasehold
      Line of Credit Deed of Trust, Security Agreement and Fixture
      Filing

            


    


    
      
         


      

      
        L-3

        
          

        

      

      
         


      

    


    National Western Life
Insurance Company – Scottsdale, AZ Courtyard by Marriott and Springhill
Suites

    


    
      	
               
      

            	
              1.

            	
              Note(s)   Courtyard
      & Springhill Suites

            


    

    
      	
               
      

            	
              2.

            	
              Deed
      of Trust, Assignment of Leases and Rents and Security
      Agreement

            


    


    
      
         


      

      
        L-4

        
          

        

      

      
         


      

    


    EXHIBIT M

    
    

    Special Assessments for Public Improvements

     

    NONE


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    EXHIBIT
N

    


    (Initial
Annual Budget)

    


    As
delivered to Administrative Agent on the Closing Date and attached to, and
certified by Borrower as of the date hereof pursuant to, the Certificate of
Annual Budget.

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    EXHIBIT
O

     

    (List of
Required Items)

     

    (a)           All
deliverable items described on that certain Closing Checklist attached hereto;
together with:

     

    (b)    
      Endorsement to UCC-9 Insurance Policy adding
SH V.

     

    (c)           UCC
Searches.  UCC Searches dated not later than five (5) Business
Days prior to Closing Date.

     

    (d)          Disbursement
Statement.  Detailed closing statement prepared by the Title
Company and signed by Borrower.

     

    (e)           Closing Instruction
Letter.  Escrow letter, signed by the authorized representative
of Borrower, Lender and Title Company, irrevocably instructing Title Company to
record and/or file all Collateral Document.

     

    (f)  
         Leases.  Copies
of all executed Leases, certified by the Borrower as being true, correct and
complete.

     

    (g)          Approved Management
Agreement.  A copy of the Management Agreement certified by
Borrower as being true, correct and complete.

     

    (h)           Material
Agreements.  A Copy of all Material Agreements as may have
already been executed certified by the Borrower as being true, correct and
complete.

     

    (i)    
       Annual
Budget.  A copy of the approved Annual Budget.

     

    (j)     
      Insurance
Policies.  The Policies or certified copies thereof satisfying
the requirements of Section
5.6 of this Agreement, and evidence that the premiums in respect of such
insurance Policies are fully paid, together with endorsements thereto showing
Lender as an additional insured and loss payee as set forth in Section 5.6.

     

    (k)           Environmental
Report.  The most recent copy of each Environmental Report with
respect to each of the Properties.

     

    (l)      
     Tax
Lot.  Evidence satisfactory to Lender that each of the
Properties constitutes a separate tax lot or lots for conveyance and real estate
tax assessment purposes (except for those lots that are shared lots and
identified herein).

     

    (m)          Ownership
Chart.  An ownership chart certified by the Borrower depicting
the ownership structure of the Borrower, Guarantor and SHP
Subsidiaries.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (n)          Organizational
Documents.  (i) for each corporate Loan Party:  (A)
good standing certificate from state of incorporation and for Borrower and SHP
Subsidiaries each state where each Property is located (if different); (B)
certified copy of articles of incorporation and bylaws; (C) certified copy of
resolutions authorizing the transaction; and (D) certificate of incumbency; and
(ii) for any Loan Party that is a limited liability company or limited
partnership:  (A) good standing certificate (or equivalent) from state
of formation and for Borrower and SHP Subsidiaries each state where each
Property is located (if different), (B) certified copy of operating agreement or
partnership agreement; (C) articles of organization (or equivalent) certified by
the Secretary of State of the State of formation; and (D) certified copy of
resolutions authorizing the transaction.

     

    (o)          Opinions.  The
Borrower’s Counsel Opinions dated as of the Closing Date.

     

    (p)          Financial
Statements.  Financial Statements for the Loan
Parties.


    
      
         


      

      
        O-2

        
          

        

      

      
         


      

    


    EXHIBIT
S

    


    (Financing
Statements and Filing Offices)

    


    
      
        
          
            	
                    Document

                  	 	
                    Filing County/State

                  
	 
      	 	 
      
	
                    1.

                  	
                    UCC
      Fixture Filing Re: Hyatt Place, Fort Myers

                  	 	
                    Lee
      County, FL

                  
	 
      	 
      	 	 
      
	
                    2.

                  	
                    UCC
      Fixture Filing Re: Holiday Inn Balance, Jacksonville

                  	 	
                    Duval
      County, FL

                  
	 
      	 
      	 	 
      
	
                    3.

                  	
                    UCC
      Fixture Filing Re: Springhill Suites, Lithia Springs (2nd
      Lien)

                  	 	
                    Douglas
      County, GA

                  
	 
      	 
      	 	 
      
	
                    4.

                  	
                    UCC
      Fixture Filing Re: Courtyard by Marriott, Twin Falls (Harrison Street
      North)

                  	 	
                    Twin
      Falls County, ID

                  
	 
      	 
      	 	 
      
	
                    5.

                  	
                    UCC
      Fixture Filing Re: Holiday Inn Express, Boise

                  	 	
                    Ada
      County, ID

                  
	 
      	 
      	 	 
      
	
                    6.

                  	
                    UCC
      Fixture Filing Re: Fairfield Inn, Missoula

                  	 	
                    Missoula
      County, MT

                  
	 
      	 
      	 	 
      
	
                    7.

                  	
                    UCC
      Fixture Filing Re: Courtyard by Marriott, El Paso; Hampton Inn &
      Suites, El  Paso

                  	 	
                    El
      Paso County, TX

                  
	 
      	 
      	 	 
      
	
                    8.

                  	
                    UCC
      Fixture Filing Re: Springhill Suites, Houston (Harwin
Road)

                  	 	
                    Harris
      County, TX

                  
	 
      	 
      	 	 
      
	
                    9.

                  	
                    UCC
      Fixture Filing Re: Broadway- Homewood Suites, San Antonio (Gulfmart Drive)
      and Legacy, San Antonio (East Sonterra Blvd.)

                  	 	
                    Bexar
      County, TX

                  
	 
      	 
      	 	 
      
	
                    10.

                  	
                    UCC
      Fixture Filing Re: Courtyard by Marriott, Spokane; Springhill Suites,
      Spokane

                  	 	
                    Spokeane
      County, WA

                  
	 
      	 
      	 	 
      
	
                    11.

                  	
                    UCC-3
      Assignment of UCC-1 Financing Statement filed 3/9/2007 with SD SOS as File
      No. 20070680810036 Re: 49% of Debtor’s interest, whether now owned or
      hereafter acquired,  as a member in and to Summit Hospitality I,
      LLC, Summit Hospitality II, LLC, Summit Hospitality III, LLC, Summit
      Hospitality IV, LLC, etc.

                  	 	
                    SD
      - Secretary of State

                  
	 
      	 
      	 	 
      
	
                    12.

                  	
                    UCC-3
      Assignment of UCC-1 Financing Statement filed 12/1/2009 with SD SOS as
      File No. 20093350810021 Re: 49% of Debtor’s interest, whether now owned or
      hereafter acquired,  as a member in and to Summit Hospitality V,
      LLC, etc.

                  	 	
                    SD
      - Secretary of State

                  
	 
      	 
      	 	 
      
	
                    13.

                  	
                    UCC-1
      – Intercompany Pledge of Demand Note and Pledged
    Indebtedness

                  	 	
                    SD
      - Secretary of
State

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
U

     

    (Tax ID
Numbers)

     

    
      
        
          	
                  Loan
      Party

                	 
      	
                  Tax
      Identification Number

                
	
                  Summit
      Hotel Properties, LLC

                	 
      	
                  20-0617340

                
	
                  The
      Summit Group, Inc

                	 
      	
                  46-0417504

                
	
                  Summit
      Hospitality I, LLC

                	 
      	
                  20-1964424

                
	
                  Summit
      Hospitality II, LLC

                	 
      	
                  20-2241062

                
	
                  Summit
      Hospitality III, LLC

                	 
      	
                  20-2241095

                
	
                  Summit
      Hospitality IV, LLC

                	 
      	
                  20-2241140

                
	
                  Summit
      Hospitality V, LLC

                	 
      	
                  20-8647259

                
	
                  Summit
      Group of Scottsdale, Arizona Limited Partnership

                	
                    

                	
                  83-0356513

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT V

     

    Properties with same Tax Lot

     

    
      
        	
                Country
      Inn & Suites and Comfort Suites

              	 
      	
                Charleston,
      WV

              
	
                Comfort
      Inn and Courtyard by Marriott

              	 
      	
                Missoula,
      MT

              
	
                Comfort
      Suites and Fairfield Inn

              	 
      	
                Lakewood,
      CO

              
	
                Undeveloped
      real estate intended for use as Courtyard by Marriott and Springhill
      Suites by Marriott

              	 
      	
                Spokane,
      WA

              
	
                Undeveloped
      real estate intended for use as Courtyard by Marriott and Hampton Inn
      & Suites

              	
                  

              	
                El
      Paso, TX

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
W

    


    (Development
Properties)

    


    El Paso,
TX - Courtyard by Marriott

    El Paso,
TX - Hampton Inn & Suites

    Houston,
TX - Springhill Suites

    Jacksonville,
FL - Holiday Inn Balance

    Missoula,
MT - Fairfield Inn

    San
Antonio, TX - Broadway - Homewood Suites

    San
Antonio, TX - Legacy - TBD (2)

    Spokane,
WA - Courtyard by Marriott

    Spokane,
WA - Springhill Suites

    Twin
Falls, ID - Courtyard by Marriott

    Boise, ID
- Holiday Inn Express


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
X

     

    (Maturing
Senior Loan Pay-downs)

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Location

                                  	 	
                                    Brand

                                  	 	
                                    Anticipated
      Pay

                                    Down

                                  	 	
                                     

                                    Maturity
      Date

                                  
	 
      	 	 
      	 	 	 	 
      
	
                                    Portland,
      OR

                                  	 	
                                    Residence
      Inn by Marriott

                                  	 	$	1,511,830	 	
                                    9/30/2011

                                  
	 
      	 	 
      	 	 	 	 	 
      
	
                                    Bloomington,
      MN

                                  	 	
                                    Hampton
      Inn by Hilton

                                  	 	$	676,451	 	
                                    12/31/2010

                                  
	 
      	 	 
      	 	 	 	 	 
      
	
                                    Bloomington,
      MN

                                  	 	
                                    Cambria
      Suites

                                  	 	$	3,175,727	 	
                                    12/31/2010

                                  
	 
      	 	 
      	 	 	 	 	 
      
	
                                    Flagstaff,
      AZ

                                  	 	
                                    SpringHill
      Suites by Marriott

                                  	 	$	1,455,000	 	
                                    6/24/2010

                                  
	 
      	 	 
      	 	 	 	 	 
      
	
                                    Ft.
      Smith, AR

                                  	 	
                                    Aspen
      Hotel (independent)

                                  	 	$	0	 	
                                    6/24/2010

                                  
	 
      	 	 
      	 	 	 	 	 
      
	
                                    Las
      Colinas, TX

                                  	 	
                                    Holiday
      Inn Express

                                  	 	$	356,000	 	
                                    6/24/2010

                                  
	 
      	 	 
      	 	 	 	 	 
      
	
                                    Las
      Colinas, TX

                                  	 	
                                    Hyatt
      Place

                                  	 	$	324,000	 	
                                    6/24/2010

                                  
	 
      	 	 
      	 	 	 	 	 
      
	
                                    Ridgeland,
      MS

                                  	 	
                                    Staybridge
      Suites

                                  	 	$	1,520,000	 	
                                    7/1/2010

                                  
	 
      	 	 
      	 	 	 	 	 
      
	 
      	 	
                                    Total        

                                  	 	$	9,000,000	 	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
A-1

     

    Properties Owned by Summit Hotel Properties, LLC

     

    Bloomington,
MN – Cambria Suites

    Bloomington,
MN – Hampton Inn & Suites

    Ft.
Worth, TX – Hampton Inn & Suites

    Ft.
Smith, AR – Comfort Inn

    Denver,
CO – Springhill Suites

    Missoula,
MT – Comfort Inn

    Sandy, UT
– Holiday Inn Express

    Ft.
Collins, CO – Hilton Garden Inn

    Jackson,
MS – Residence Inn

    Vernon
Hills, IL – Holiday Inn Express

    Lewisville,
TX – Fairfield Inn

    Baton
Rouge, LA – Cambria Suites

    Ft.
Smith, AR – Aspen Hotel & Suites

    Denver,
CO – Hampton Inn

    Boise, ID
– Holiday Inn Express

    Germantown,
TN – Fairfield Inn

    Germantown,
TN – Residence Inn

    Memphis,
TN – Courtyard by Marriott

    Missoula,
MT – Courtyard by Marriott

    El Paso,
TX – Hampton Inn & Suites

    Ft.
Smith, AR – Hampton Inn

    Ft.
Wayne, IN – Hampton Inn

    Atlanta,
GA – Hyatt Place

    Boise, ID
– Cambria Suites

    Flagstaff,
AZ – Courtyard by Marriott


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
A-2

     

    Properties
Owned by SHP Subsidiaries

     

    Summit Hospitality I,
LLC

    Salina,
KS – Comfort Inn

    Twin
Falls, ID – Comfort Inn & Suites

    Salina,
KS – Fairfield Inn

    Emporia,
KS – Fairfield Inn

    Boise, ID
– Fairfield Inn

    Boise, ID
– Hampton Inn

    Lakewood,
CO – Comfort Suites

    Lakewood,
CO – Fairfield Inn

    Spokane,
WA – Fairfield Inn

    Denver,
CO – Fairfield Inn

    Provo, UT
– Hampton Inn

    Ft.
Collins, CO – Hampton Inn

    Bellevue,
WA – Fairfield Inn

    Ft.
Worth, TX – Comfort Suites

    Emporia,
KS – Holiday Inn Express

    Charleston,
WV – Country Inn & Suites

    Charleston,
WV – Comfort Suites

    Medford,
OR – Hampton Inn

    Baton
Rouge, LA – Fairfield Inn

    Baton
Rouge, LA – Springhill Suites

    Baton
Rouge, LA – Towneplace Suites

    Little
Rock, AR – Springhill Suites

    Nashville,
TN – Springhill Suites

    Twin
Falls, ID – Hampton Inn

    Ft.
Wayne, IN – Residence Inn

    


    Summit Hospitality II,
LLC

    NONE

    


    Summit Hospitality III,
LLC

    NONE

    


    Summit Hospitality IV,
LLC

    NONE

    


    Summit Hospitality V,
LLC

    San
Antonio, TX – Cambria Suites

    Twin
Falls, ID – Holiday Inn Express

    Lithia
Springs, GA – Springhill Suites

    Germantown,
TN – Courtyard by Marriott

    Jackson,
MS – Courtyard by Marriott

    Jacksonville,
FL – Aloft

    Las
Colinas, TX – Hyatt Place

    Las
Colinas, TX – Holiday Inn Express

    Ridgeland,
MS – Staybridge Suites

    Portland,
OR – Hyatt Place

    Portland,
OR – Residence Inn

    Ft.
Myers, FL – Hyatt Place

    Flagstaff,
AZ – Springhill Suites


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Development Sites Owned by
Summit Hospitality V, LLC:

    Houston,
TX – Springhill Suites

    San
Antonio, TX (Broadway) – Homewood Suites

    San
Antonio, TX (Broadway) – [TBD]

    Boise, ID
– Holiday Inn Express

    San
Antonio, TX (Legacy) – Hilton Garden Inn

    San
Antonio, TX (Legacy) – [TBD]

    Missoula,
MT – Fairfield Inn

    Jacksonville,
FL – Holiday Inn

    El Paso,
TX – Hampton Inn & Suites

    El Paso,
TX – Courtyard by Marriott

    Ft.
Myers, FL – [TBD]

    Spokane,
WA – Courtyard by Marriott

    Spokane,
WA – Springhill Suites

    Twin
Falls, ID – Courtyard by Marriott

     

    
      Schedule
A-2

    

    
      
         


      

      
        Page
2

        
          

        

      

      
         


      

    

    
      


      TABLE
OF CONTENTS

      


      
        
          
            	 
      	 	 
      	
                    Page

                  
	 
      	 	 
      	 
      
	
                    ARTICLE
      I

                  	 	
                    LOAN
      PROVISIONS

                  	
                    2

                  
	
                    Section
      1.1.

                  	 	
                    Loan

                  	
                    2

                  
	
                    Section
      1.2.

                  	 	
                    Term
      of Loan

                  	
                    2

                  
	
                    Section
      1.3.

                  	 	
                    Interest/Prepayment

                  	
                    2

                  
	
                    Section
      1.4.

                  	 	
                    Intentionally
      Omitted

                  	
                    2

                  
	
                    Section
      1.5.

                  	 	
                    Intentionally
      Omitted

                  	
                    2

                  
	
                    Section
      1.6.

                  	 	
                    Intentionally
      Omitted

                  	
                    2

                  
	
                    Section
      1.7.

                  	 	
                    Extension
      Option

                  	
                    2

                  
	
                    ARTICLE
      II

                  	 	
                    LOAN
      DOCUMENTS; SECURED OBLIGATIONS

                  	
                    4

                  
	
                    Section
      2.1.

                  	 	
                    Loan
      Documents

                  	
                    4

                  
	
                    Section
      2.2.

                  	 	
                    Obligations

                  	
                    5

                  
	
                    ARTICLE
      III

                  	 	
                    REPRESENTATIONS
      AND WARRANTIES

                  	
                    5

                  
	
                    Section
      3.1.

                  	 	
                    Representations
      and Warranties

                  	
                    5

                  
	
                    Section
      3.2.

                  	 	
                    Representations
      and Warranties to be Continuing

                  	
                    15

                  
	
                    Section
      3.3.

                  	 	
                    Acknowledgment
      of Lender’s Reliance

                  	
                    16

                  
	
                    ARTICLE
      IV

                  	 	
                    CONDITIONS
      PRECEDENT

                  	
                    16

                  
	
                    Section
      4.1.

                  	 	
                    Conditions
      Precedent

                  	
                    16

                  
	
                    Section
      4.2.

                  	 	
                    Satisfaction
      of Conditions Precedent

                  	
                    17

                  
	
                    Section
      4.3.

                  	 	
                    Intentionally
      Omitted

                  	
                    17

                  
	
                    Section
      4.4.

                  	 	
                    Intentionally
      Omitted

                  	
                    18

                  
	
                    ARTICLE
      V

                  	 	
                    BORROWER’S
      COVENANTS

                  	
                    18

                  
	
                    Section
      5.1.

                  	 	
                    Obligations

                  	
                    18

                  
	
                    Section
      5.2.

                  	 	
                    Inspection;
      Access to Books and Records

                  	
                    18

                  
	
                    Section
      5.3.

                  	 	
                    Material
      Agreements

                  	
                    18

                  
	
                    Section
      5.4.

                  	 	
                    Leases

                  	
                    19

                  
	
                    Section
      5.5.

                  	 	
                    Approved
      Management Agreement

                  	
                    20

                  
	
                    Section
      5.6.

                  	 	
                    Insurance

                  	
                    21

                  
	
                    Section
      5.7.

                  	 	
                    Casualty;
      Condemnation and Application of Proceeds

                  	
                    24

                  
	
                    Section
      5.8.

                  	 	
                    Title
      to Collateral

                  	
                    27

                  
	
                    Section
      5.9.

                  	 	
                    Zoning

                  	
                    27

                  


          

        

      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      

      


      TABLE
OF CONTENTS

      (continued)

       

      
        
          
            	 
      	 	 
      	
                    Page

                  
	 
      	 	 
      	 
      
	
                    Section
      5.10.

                  	 	
                    Recorded
      Documents

                  	
                    28

                  
	
                    Section
      5.11.

                  	 	
                    Maintenance
      of Properties

                  	
                    28

                  
	
                    Section
      5.12.

                  	 	
                    Taxes
      and Liens

                  	
                    29

                  
	
                    Section
      5.13.

                  	 	
                    Waste

                  	
                    30

                  
	
                    Section
      5.14.

                  	 	
                    Misapplication
      of Funds

                  	
                    30

                  
	
                    Section
      5.15.

                  	 	
                    Compliance
      With Laws

                  	
                    31

                  
	
                    Section
      5.16.

                  	 	
                    Books
      and Records

                  	
                    31

                  
	
                    Section
      5.17.

                  	 	
                    Litigation

                  	
                    33

                  
	
                    Section
      5.18.

                  	 	
                    Bankruptcy

                  	
                    33

                  
	
                    Section
      5.19.

                  	 	
                    Distributions

                  	
                    33

                  
	
                    Section
      5.20.

                  	 	
                    Affiliate
      Agreements

                  	
                    36

                  
	
                    Section
      5.21.

                  	 	
                    Equity
      Contribution

                  	
                    36

                  
	
                    Section
      5.22.

                  	 	
                    Single
      Purpose Entity

                  	
                    36

                  
	
                    Section
      5.23.

                  	 	
                    Intentionally
      Omitted

                  	
                    36

                  
	
                    Section
      5.24.

                  	 	
                    Loan
      Party Compliance

                  	
                    37

                  
	
                    Section
      5.25.

                  	 	
                    Continued
      Existence

                  	
                    37

                  
	
                    Section
      5.26.

                  	 	
                    Conduct
      of Business

                  	
                    37

                  
	
                    Section
      5.27.

                  	 	
                    Additional
      Ownership Covenants

                  	
                    37

                  
	
                    Section
      5.28.

                  	 	
                    Intentionally
      Omitted

                  	
                    38

                  
	
                    Section
      5.29.

                  	 	
                    Organizational
      Documents

                  	
                    38

                  
	
                    Section
      5.30.

                  	 	
                    ERISA

                  	
                    38

                  
	
                    Section
      5.31.

                  	 	
                    Environmental

                  	
                    38

                  
	
                    Section
      5.32.

                  	 	
                    Estoppel
      Statements

                  	
                    40

                  
	
                    Section
      5.33.

                  	 	
                    Cooperate
      in Legal Proceedings

                  	
                    40

                  
	
                    Section
      5.34.

                  	 	
                    Further
      Assurances

                  	
                    40

                  
	
                    Section
      5.35.

                  	 	
                    Contracts

                  	
                    41

                  
	
                    Section
      5.36.

                  	 	
                    Intentionally
      Omitted

                  	
                    41

                  
	
                    Section
      5.37.

                  	 	
                    Intentionally
      Omitted

                  	
                    41

                  
	
                    Section
      5.38.

                  	 	 
      	
                    41

                  
	
                    Section
      5.39.

                  	 	
                    Permitted
      Debt

                  	
                    41

                  


          

        

      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

       

      
        TABLE
OF CONTENTS

        (continued)

      

       

      
        
          
            	 
      	 	 
      	
                    Page

                  
	 
      	 	 
      	 
      
	
                    Section
      5.40.

                  	 	
                    Franchise
      Agreements

                  	
                    41

                  
	
                    Section
      5.41.

                  	 	
                    Intentionally
      Omitted

                  	
                    42

                  
	
                    Section
      5.42.

                  	 	
                    Debt
      Service Coverage Ratio

                  	
                    42

                  
	
                    Section
      5.43.

                  	 	
                    Representations

                  	
                    42

                  
	
                    ARTICLE
      VI

                  	 	
                    SENIOR
      LOAN

                  	
                    42

                  
	
                    Section
      6.1.

                  	 	
                    Compliance

                  	
                    42

                  
	
                    Section
      6.2.

                  	 	
                    Lender’s
      Cure Rights.

                  	
                    43

                  
	
                    Section
      6.3.

                  	 	
                    Estoppels

                  	
                    45

                  
	
                    Section
      6.4.

                  	 	
                    No
      Additional Senior Loan Documents or Amendments

                  	
                    45

                  
	
                    Section
      6.5.

                  	 	
                    Acquisition
      of the Senior Loan

                  	
                    46

                  
	
                    Section
      6.6.

                  	 	
                    Intentionally
      Omitted

                  	
                    47

                  
	
                    Section
      6.7.

                  	 	
                    Intentionally
      Omitted

                  	
                    47

                  
	
                    Section
      6.8.

                  	 	
                    Deed-in-Lieu

                  	
                    47

                  
	
                    Section
      6.9.

                  	 	
                    Refinancing

                  	
                    47

                  
	
                    Section
      6.10.

                  	 	
                    Senior
      Loan Mechanics

                  	
                    47

                  
	
                    Section
      6.11.

                  	 	
                    Independent
      Approval Rights

                  	
                    47

                  
	
                    Section
      6.12.

                  	 	
                    Event
      of Default

                  	
                    48

                  
	
                    ARTICLE
      VII

                  	 	
                    TRANSFERS
      OF INTERESTS

                  	
                    48

                  
	
                    Section
      7.1.

                  	 	
                    Transfer

                  	
                    48

                  
	
                    Section
      7.2.

                  	 	
                    Contracts
      to Transfer

                  	
                    48

                  
	
                    Section
      7.3.

                  	 	
                    Costs
      and Expenses, Further Assurances

                  	
                    49

                  
	
                    Section
      7.4.

                  	 	
                    Control

                  	
                    49

                  
	
                    Section
      7.5.

                  	 	
                    Application
      of Sale Proceeds

                  	
                    49

                  
	
                    Section
      7.6.

                  	 	
                    Transfers
      of Interests

                  	
                    49

                  
	
                    ARTICLE
      VIII

                  	 	
                    INTENTIONALLY
      OMITTED

                  	
                    52

                  
	
                    ARTICLE
      IX

                  	 	
                    DEFAULTS;
      REMEDIES

                  	
                    52

                  
	
                    Section
      9.1.

                  	 	
                    Events
      of Default

                  	
                    52

                  
	
                    Section
      9.2.

                  	 	
                    Other
      Event of Default

                  	
                    54

                  
	
                    Section
      9.3.

                  	 	
                    Remedies

                  	
                    55

                  
	
                    Section
      9.4.

                  	 	
                    Costs
      of Enforcement

                  	
                    58

                  
	
                    Section
      9.5.

                  	 	
                    Additional
      Waivers

                  	
                    58

                  


          

        

      


      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

       

      
        TABLE
OF CONTENTS

        (continued)

      

       

      
        
          
            	 
      	 	 
      	
                    Page

                  
	 
      	 	 
      	 
      
	
                    ARTICLE
      X

                  	 	
                    EXCULPATION

                  	
                    58

                  
	
                    Section
      10.1.

                  	 	
                    Exculpation

                  	
                    58

                  
	
                    Section
      10.2.

                  	 	
                    Intentionally
      Omitted

                  	
                    59

                  
	
                    Section
      10.3.

                  	 	
                    Full
      Recourse Events

                  	
                    60

                  
	
                    Section
      10.4.

                  	 	
                    No
      Waiver

                  	
                    60

                  
	
                    ARTICLE
      XI

                  	 	
                    MISCELLANEOUS

                  	
                    61

                  
	
                    Section
      11.1.

                  	 	
                    Further
      Assurances

                  	
                    61

                  
	
                    Section
      11.2.

                  	 	
                    Bankruptcy

                  	
                    62

                  
	
                    Section
      11.3.

                  	 	
                    Lost
      Documents

                  	
                    62

                  
	
                    Section
      11.4.

                  	 	
                    Principles
      of Construction

                  	
                    63

                  
	
                    Section
      11.5.

                  	 	
                    Parties
      Bound, Etc

                  	
                    64

                  
	
                    Section
      11.6.

                  	 	
                    Waivers

                  	
                    64

                  
	
                    Section
      11.7.

                  	 	
                    Severability

                  	
                    64

                  
	
                    Section
      11.8.

                  	 	
                    Release
      of Collateral

                  	
                    64

                  
	
                    Section
      11.9.

                  	 	
                    Notices

                  	
                    64

                  
	
                    Section
      11.10.

                  	 	
                    Modification

                  	
                    65

                  
	
                    Section
      11.11.

                  	 	
                    Usury
      Laws

                  	
                    66

                  
	
                    Section
      11.12.

                  	 	
                    Sole
      Discretion of Lender

                  	
                    66

                  
	
                    Section
      11.13.

                  	 	
                    Absolute
      and Unconditional Obligation

                  	
                    67

                  
	
                    Section
      11.14.

                  	 	
                    Governing
      Law and Jurisdiction

                  	
                    67

                  
	
                    Section
      11.15.

                  	 	
                    Waiver
      of Right to Trial By Jury

                  	
                    68

                  
	
                    Section
      11.16.

                  	 	
                    Waiver
      of Statutory Rights

                  	
                    69

                  
	
                    Section
      11.17.

                  	 	
                    Relationship

                  	
                    69

                  
	
                    Section
      11.18.

                  	 	
                    Lender
      Assignment; Securitization

                  	
                    69

                  
	
                    Section
      11.19.

                  	 	
                    Brokers
      and Financial Advisors

                  	
                    71

                  
	
                    Section
      11.20.

                  	 	
                    Offsets,
      Counterclaims and Defenses

                  	
                    71

                  
	
                    Section
      11.21.

                  	 	
                    Payment
      of Expenses; Protective Advances

                  	
                    71

                  
	
                    Section
      11.22.

                  	 	
                    Servicer;
      Servicer Fees

                  	
                    72

                  
	
                    Section
      11.23.

                  	 	
                    Rescission
      of Payments

                  	
                    73

                  
	
                    Section
      11.24.

                  	 	
                    No
      Third Party Beneficiary

                  	
                    73

                  


          

        

      


      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

       

      
        TABLE
OF CONTENTS

        (continued)

      

       

      
        
          
            
              
                	 
      	 	 
      	
                        Page

                      
	 
      	 	 
      	 
      
	
                        Section
      11.25.

                      	 	
                        Attorney-In-Fact

                      	
                        73

                      
	
                        Section
      11.26.

                      	 	
                        [Intentionally
      Omitted]

                      	
                        73

                      
	
                        Section
      11.27.

                      	 	
                        Counterparts

                      	
                        73

                      
	
                        Section
      11.28.

                      	 	
                        Time

                      	
                        73

                      
	
                        Section
      11.29.

                      	 	
                        Indemnity

                      	
                        74

                      
	
                        Section
      11.30.

                      	 	
                        ERISA
      Indemnification

                      	
                        74

                      
	
                        Section
      11.31.

                      	 	
                        Publicity

                      	
                        74

                      
	
                        Section
      11.32.

                      	 	
                        Amendments
      Included

                      	
                        75

                      
	
                        Section
      11.33.

                      	 	
                        Prior
      Agreements

                      	
                        75

                      
	
                        Section
      11.34.

                      	 	
                        Captions

                      	
                        75

                      
	
                        Section
      11.35.

                      	 	
                        Liability

                      	
                        75

                      
	
                        Section
      11.36.

                      	 	
                        Accounting
      Matters

                      	
                        75

                      
	
                        Section
      11.37.

                      	 	
                        Administrative
      Agent

                      	
                        75

                      
	
                        Section
      11.38.

                      	 	
                        No
      Defaults

                      	
                        75

                      
	
                        ARTICLE
      XII

                      	 	
                        THE
      ADMINISTRATIVE AGENT

                      	
                        76

                      
	
                        Section
      12.1.

                      	 	
                        Authorization
      and Action

                      	
                        76

                      
	
                        Section
      12.2.

                      	 	
                        Administrative
      Agent’s Reliance, Etc

                      	
                        77

                      
	
                        Section
      12.3.

                      	 	
                        Lender
      Credit Decision

                      	
                        78

                      
	
                        Section
      12.4.

                      	 	
                        Indemnification

                      	
                        78

                      
	
                        Section
      12.5.

                      	 	
                        Successor
      Administrative Agent

                      	
                        79

                      
	
                        Section
      12.6.

                      	 	
                        Concerning
      the Collateral and the Collateral Documents

                      	
                        79

                      
	
                        Section
      12.7.

                      	 	
                        Borrower’s
      Reliance on Administrative Agent

                      	
                        80

                      
	
                        Section
      12.8.

                      	 	
                        Register

                      	
                        81

                      
	 
      	 	 
      	 
      
	
                        SCHEDULES:

                      	 
      
	
                        Schedule
      A-1     Properties Owned by Borrower

                      	 
      
	
                        Schedule
      A-2     Properties Owned by Borrower
      Subsidiaries

                      	 
      
	 
      	 
      
	
                        EXHIBITS:

                      	 
      
	
                        Exhibit
      A     Definitions

                      	 
      
	
                        Exhibit
      C      Litigation

                      	 
      
	
                        Exhibit
      D      Ownership Chart

                      	 
      


              

            

          

        

      


      
        
           


        

        
          v

          
            

          

        

        
           


        

      

       

      
        TABLE
OF CONTENTS

        (continued)

      

       

      
        
          
            	 
      	
                    Page

                  
	 
      	 
      
	
                    Exhibit
      E Required Consents

                  	 
      
	
                    Exhibit
      F Permitted Exceptions

                  	 
      
	
                    Exhibit
      J Material Agreements

                  	 
      
	
                    Exhibit
      L Senior Loan Documents

                  	 
      
	
                    Exhibit
      M Special Assessments for Public Improvements

                  	 
      
	
                    Exhibit
      N Initial Annual Budget

                  	 
      
	
                    Exhibit
      O List of Required Items

                  	 
      
	
                    Exhibit
      S Financing Statements and Filing Offices

                  	 
      
	
                    Exhibit
      U Tax ID Numbers

                  	 
      
	
                    Exhibit
      V Properties Sharing a Tax Lot

                  	 
      
	
                    Exhibit
      W Development Properties

                  	 
      
	
                    Exhibit
      X Senior Loan Pay Downs

                  	 
      


          

        

      


      
        
           


        

        
          vi

          
            

          

        

        
           


        

      

      
         

        
          
            	
                     

                  


          

        

        


        AMENDED
AND RESTATED LOAN AGREEMENT

        


        by and
among

        


        SUMMIT
HOTEL PROPERTIES, LLC

        as
Borrower,

        


        DRAWBRIDGE
SPECIAL OPPORTUNITIES FUND LP

        as
Administrative Agent,

        


        and

        


        DRAWBRIDGE
SPECIAL OPPORTUNITIES FUND LP,

        FORTRESS
CREDIT OPPORTUNITIES I LP,

        ETON PARK OPPORTUNITY FUND, L.P.,
and

        ETON
PARK CLO MANAGEMENT 2,

        together
with such other lenders from time to time a party hereto, collectively, as
Lender

        


        Dated
as of May 17, 2010