Exhibit 10.4




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##### 



Article I. Definitions 1
    
    
    1Section 1.1. Definitions
    
    
    1Section 1.2. General; References to Times
    
    
    24Section 1.3. Financial Attributes of Non-Wholly Owned Subsidiaries
    
    
    25Article II. Credit Facility
    
    
    25Section 2.1. Revolving Loans
    
    
    25Section 2.2. Swingline Loans
    
    
    26Section 2.3. Letters of Credit
    
    
    28Section 2.4. Rates and Payment of Interest on Loans
    
    
    32Section 2.5. Number of Interest Periods
    
    
    33Section 2.6. Repayment of Loans
    
    
    33Section 2.7. Prepayments
    
    
    33Section 2.8. Continuation
    
    
    34Section 2.9. Conversion
    
    
    34Section 2.10. Notes
    
    
    35Section 2.11. Voluntary Reductions of the Commitment
    
    
    35Section 2.12. Extension of Termination Date
    
    
    36Section 2.13. Expiration or Maturity Date of Letters of Credit Past Termination Date
    
    
    36Section 2.14. Amount Limitations
    
    
    36Section 2.15. Increase of Commitments
    
    
    36Article III. Payments, Fees and Other General Provisions
    
    
    37Section 3.1. Payments
    
    
    37Section 3.2. Pro Rata Treatment
    
    
    38Section 3.3. Sharing of Payments, Etc.
    
    
    38Section 3.4. Several Obligations
    
    
    39Section 3.5. Minimum Amounts
    
    
    39Section 3.6. Fees
    
    
    39Section 3.7. Computations
    
    
    40Section 3.8. Usury
    
    
    41Section 3.9. Agreement Regarding Interest and Charges
    
    
    41Section 3.10. Statements of Account
    
    
    41Section 3.11. Defaulting Lenders
    
    
    41Section 3.12. Taxes
    
    
    43Article IV. Unencumbered Borrowing Base Properties
    
    
    44Section 4.1. Eligibility of Properties
    
    
    44Section 4.2. Reclassification of Properties
    
    
    46Article V. Yield Protection, Etc.
    
    
    47Section 5.1. Additional Costs; Capital Adequacy
    
    
    47Section 5.2. Suspension of LIBOR Loans
    
    
    48




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##### 



Section 5.3. Illegality
    
    
    49Section 5.4. Compensation
    
    
    49Section 5.5. Treatment of Affected Loans
    
    
    49Section 5.6. Change of Lending Office
    
    
    50Section 5.7. Assumptions Concerning Funding of LIBOR Loans
    
    
    50Section 5.8. Affected Lenders
    
    
    50Article VI. Conditions Precedent
    
    
    51Section 6.1. Initial Conditions Precedent
    
    
    51Section 6.2. Conditions Precedent to All Loans and Letters of Credit
    
    
    53Section 6.3. Conditions Subsequent
    
    
    54Article VII. Representations and Warranties
    
    
    54Section 7.1. Representations and Warranties
    
    
    54Section 7.2. Survival of Representations and Warranties, Etc.
    
    
    60Article VIII. Affirmative Covenants
    
    
    60Section 8.1. Preservation of Existence and Similar Matters
    
    
    60Section 8.2. Compliance with Applicable Law and Material Contracts
    
    
    61Section 8.3. Maintenance of Property
    
    
    61Section 8.4. Conduct of Business
    
    
    61Section 8.5. Insurance
    
    
    61Section 8.6. Payment of Taxes and Claims
    
    
    61Section 8.7. Visits and Inspections
    
    
    62Section 8.8. Use of Proceeds; Letters of Credit
    
    
    62Section 8.9. Environmental Matters
    
    
    62Section 8.10. Books and Records
    
    
    63Section 8.11. Further Assurances
    
    
    63Section 8.12. REIT Status
    
    
    63Section 8.13. Exchange Listing
    
    
    63Section 8.14. Additional Guarantors
    
    
    63Section 8.15. Release of Guarantors
    
    
    64Article IX. Information
    
    
    64Section 9.1. Quarterly Financial Statements
    
    
    65Section 9.2. Year-End Statements
    
    
    65Section 9.3. Compliance Certificate
    
    
    65Section 9.4. Other Information
    
    
    66Section 9.5. Electronic Delivery of Certain Information
    
    
    68Section 9.6. Public/Private Information
    
    
    69Article X. Negative Covenants
    
    
    70Section 10.1. Financial Covenants
    
    
    70Section 10.2. Restricted Payments
    
    
    71Section 10.3. Indebtedness
    
    
    71Section 10.4. Certain Permitted Investments
    
    
    71Section 10.5. Investments Generally
    
    
    72
  - ii -




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##### 



Section 10.6. Liens; Negative Pledges; Other Matters
    
    
    72Section 10.7. Merger, Consolidation, Sales of Assets and Other Arrangements
    
    
    73Section 10.8. Fiscal Year
    
    
    74Section 10.9. Modifications to Material Contracts
    
    
    74Section 10.10. Modifications of Organizational Documents
    
    
    74Section 10.11. Transactions with Affiliates
    
    
    75Section 10.12. ERISA Exemptions
    
    
    75Article XI. Default
    
    
    75Section 11.1. Events of Default
    
    
    75Section 11.2. Remedies Upon Event of Default
    
    
    78Section 11.3. Remedies Upon Default
    
    
    80Section 11.4. Allocation of Proceeds
    
    
    80Section 11.5. Collateral Account
    
    
    81Section 11.6. Performance by Agent
    
    
    82Section 11.7. Rights Cumulative
    
    
    82Article XII. The Agent
    
    
    82Section 12.1. Authorization and Action
    
    
    82Section 12.2. Agents Reliance, Etc.
    
    
    83Section 12.3. Notice of Defaults
    
    
    83Section 12.4. Wachovia as Lender
    
    
    84Section 12.5. Approvals of Lenders
    
    
    84Section 12.6. Lender Credit Decision, Etc.
    
    
    85Section 12.7. Indemnification of Agent
    
    
    85Section 12.8. Successor Agent
    
    
    86Section 12.9. Titled Agents
    
    
    87Article XIII. Miscellaneous
    
    
    87Section 13.1. Notices
    
    
    87Section 13.2. Expenses
    
    
    88Section 13.3. Setoff
    
    
    89Section 13.4. Litigation; Jurisdiction; Other Matters; Waivers
    
    
    89Section 13.5. Successors and Assigns
    
    
    90Section 13.6. Amendments
    
    
    92Section 13.7. Nonliability of Agent and Lenders
    
    
    94Section 13.8. Confidentiality
    
    
    94Section 13.9. Indemnification
    
    
    95Section 13.10. Termination; Survival
    
    
    97Section 13.11. Severability of Provisions
    
    
    97Section 13.12. GOVERNING LAW
    
    
    97Section 13.13. Patriot Act
    
    
    97Section 13.14. Counterparts
    
    
    98Section 13.15. Obligations with Respect to Loan Parties
    
    
    98Section 13.16. Limitation of Liability
    
    
    98Section 13.17. Entire Agreement
    
    
    98
  - iii -




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##### 



Section 13.18. Construction
    
    
    98Section 13.19. No Novation
    
    
    99
 SCHEDULE 1.1.(A)
    
    Capitalization RatesSCHEDULE 1.1.(B)
    
    List of Loan PartiesSCHEDULE 4.1.
    
    Initial Unencumbered Borrowing Base PropertiesSCHEDULE 7.1.(b)
    
    Ownership StructureSCHEDULE 7.1.(f)
    
    Title to Properties; LiensSCHEDULE 7.1.(g)
    
    Indebtedness and GuarantiesSCHEDULE 7.1.(h)
    
    Material ContractsSCHEDULE 7.1.(i)
    
    LitigationEXHIBIT A
    
    Form of Assignment and Acceptance AgreementEXHIBIT B
    
    Form of GuarantyEXHIBIT C
    
    Form of Notice of BorrowingEXHIBIT D
    
    Form of Notice of ContinuationEXHIBIT E
    
    Form of Notice of ConversionEXHIBIT F
    
    Form of Notice of Swingline BorrowingEXHIBIT G
    
    Form of Swingline NoteEXHIBIT H
    
    Form of Revolving NoteEXHIBIT I
    
    Form of Opinion of CounselEXHIBIT J
    
    Form of Compliance Certificate
  - iv -




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##### 



Article I. Definitions
 Section 1.1. Definitions.
  Accession Agreement
 Accommodation Subsidiary
 Additional Costs
 Adjusted EBITDA minus




---



##### 



Adjusted LIBOR
 Adjusted Total Asset Value
 Administrative Details Form
 Affiliate
 Agent
 Agreement Date
 Applicable Law
 Applicable Margin
  - 2 -




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##### 



Applicable Margin for
    
    
    Applicable Margin forLevel
    
    Leverage Ratio
    
    LIBOR Loans
    
    
    Base Rate Loans1
    
    Less than or equal to 0.50 to 1.00
    
    
    0.95
    %
    
    
    0.0
    %2
    
    Greater than 0.50 to 1.00 but less than or equal to 0.55 to 1.00
    
    
    1.25
    %
    
    
    0.25
    %3
    
    Greater than 0.55 to 1.00 but less than 0.60 to 1.00
    
    
    1.45
    %
    
    
    0.45
    %4
    
    Greater than or equal to 0.60 to 1.00
    
    
    1.55
    %
    
    
    0.65
    %
  Approved Fund
 Approved Manager
 Arranger
 Assignee
 Assignment and Acceptance Agreement
  - 3 -




---



##### 



Base Rate
 Base Rate Loan
 Benefit Arrangement
 Borrower
 Business Day
 Capitalization Rate
 Capitalized Lease Obligation
 Cash Equivalents
  - 4 -




---



##### 



Collateral Account
 Commitment
 Commitment Percentage
 Compliance Certificate
 Continue Continuation Continued
 Convert Conversion Converted
 Credit Event
 Default
 Defaulting Lender
  - 5 -




---



##### 



Derivatives Contract
 Derivatives Termination Value
 Development Property
 Dollars $
 Domestic Subsidiary
 EBITDA
  - 6 -




---



##### 



plus
 Effective Date
 Eligible Assignee
 Eligible Unencumbered Borrowing Base Property
  - 7 -




---



##### 



Environmental Laws
 Equity Interest
 Equity Issuance
 ERISA
 ERISA Group
 Event of Default
 Excluded Subsidiary
  - 8 -




---



##### 



Existing Credit Agreement
 Fair Market Value
 Federal Funds Rate
 Fees
 FF&E Reserves
 Fixed Charges
 Floating Rate Indebtedness
  - 9 -




---



##### 



Foreign Subsidiary
 Funds From Operations minus plus plus
 GAAP
 Governmental Approvals
 Governmental Authority
 Ground Lease
 Guarantor
  - 10 -




---



##### 



Guaranty Guaranteed Guarantying Guarantee
 Hazardous Materials
 Implied Debt Service plus
 Indebtedness
  - 11 -




---



##### 



Intellectual Property
 Interest Expense
 Interest Period
  - 12 -




---



##### 



Internal Revenue Code
 Investment
 L/C Commitment Amount
 Lender
 Lending Office
 Letter of Credit
 Letter of Credit Documents
 Letter of Credit Liabilities
  - 13 -




---



##### 



Level
 LIBOR
 LIBOR Index Rate
 LIBOR Loan
 Lien
  - 14 -




---



##### 



Loan
 Loan Document
 Loan Party
 Mandatorily Redeemable Stock
 Marketable Securities
 Material Adverse Effect
 Material Contract
 Material Subsidiary
  - 15 -




---



##### 



Moodys
 Mortgage
 Mortgage Receivable
 Multiemployer Plan
 Negative Pledge
 Net Operating Income NOI
 Net Tangible Proceeds
  - 16 -




---



##### 



Nonrecourse Indebtedness
 Note
 Notice of Borrowing
 Notice of Continuation
 Notice of Conversion
 Notice of Swingline Borrowing
 Obligations
 OFAC
 Off-Balance Sheet Obligations
  - 17 -




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##### 



Parent
 Participant
 PBGC
 Permitted Liens
 Person
 Plan
 Post-Default Rate
  - 18 -




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##### 



plus plus
 Preferred Dividends
 Preferred Equity Interests
 Prime Rate
 Principal Office
 Property
 Qualified REIT Subsidiary
 Register
 Regulatory Change
 Reimbursement Obligation
  - 19 -




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##### 



REIT
 Requisite Lenders
 Responsible Officer
 Restricted Payment
 Revolving Loan
 Revolving Note
 Sanctioned Entity
 Sanctioned Person
 Secured Indebtedness plus
 Securities Act
 Significant Subsidiary
  - 20 -




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##### 



Single Asset Entity
 Solvent
 S&P
 Stated Amount
 Subsidiary
 Swingline Commitment
 Swingline Lender
 Swingline Loan
 Swingline Note
  - 21 -




---



##### 



Tangible Net Worth plus less less less
 Taxable REIT Subsidiary
 Taxes
 Termination Date
 Titled Agents
 Total Asset Value
  - 22 -




---



##### 



Total Indebtedness
 Type
 Unconsolidated Affiliate
 Unencumbered Borrowing Base Property
 Unencumbered Borrowing Base Property NOI
 Unencumbered Borrowing Base Value
  - 23 -




---



##### 



Unfunded Liabilities
 Unimproved Land
 Unsecured Indebtedness
 Wachovia
 Wholly Owned Subsidiary
 Section 1.2. General; References to Times.
   - 24 -




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##### 



Section 1.3. Financial Attributes of Non-Wholly Owned Subsidiaries.
  Article II. Credit Facility
 Section 2.1. Revolving Loans.
 Generally
 Requesting Revolving Loans
  - 25 -




---



##### 



Disbursements of Revolving Loan Proceeds
 Repayment of Loans Outstanding under Existing Credit Agreement
 Section 2.2. Swingline Loans.
 Swingline Loans
 Procedure for Borrowing Swingline Loans
  - 26 -




---



##### 



Interest plus
 Swingline Loan Amounts, Etc
 Repayment and Participations of Swingline Loans
  - 27 -




---



##### 



Section 2.3. Letters of Credit.
 Letters of Credit
 Terms of Letters of Credit
 Requests for Issuance of Letters of Credit
  - 28 -




---



##### 



Reimbursement Obligations
 Manner of Reimbursement
 Effect of Letters of Credit on Commitments
  - 29 -




---



##### 



Agents Duties Regarding Letters of Credit; Unconditional Nature of Reimbursement
Obligations
  - 30 -




---



##### 



Amendments, Etc
 Lenders Participation in Letters of Credit
 Payment Obligation of Lenders
  - 31 -




---



##### 



Information to Lenders
 Section 2.4. Rates and Payment of Interest on Loans.
 Rates
    Payment of Interest
  - 32 -




---



##### 



Inaccurate Financial Statements or Compliance Certificates
 Section 2.5. Number of Interest Periods.
  Section 2.6. Repayment of Loans.
  Section 2.7. Prepayments.
 Optional
 Mandatory
 Outstandings In Excess of Commitments
 Outstandings in Excess of Minimum Implied Debt Service Ratio
  - 33 -




---



##### 



Application of Prepayments
 Section 2.8. Continuation.
  Section 2.9. Conversion.
   - 34 -




---



##### 



Section 2.10. Notes.
 Revolving Note
 Records
 Lost, Stolen, Destroyed or Mutilated Notes
 Section 2.11. Voluntary Reductions of the Commitment.
   - 35 -




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##### 



Section 2.12. Extension of Termination Date.
  Section 2.13. Expiration or Maturity Date of Letters of Credit Past Termination Date.
  Section 2.14. Amount Limitations.
  Section 2.15. Increase of Commitments.
   - 36 -




---



##### 



Article III. Payments, Fees and Other General Provisions
 Section 3.1. Payments.
   - 37 -




---



##### 



Section 3.2. Pro Rata Treatment.
  Section 3.3. Sharing of Payments, Etc.
   - 38 -




---



##### 



Section 3.4. Several Obligations.
  Section 3.5. Minimum Amounts.
 Borrowings and Conversions
 Prepayments
 Reductions of Commitments
 Letters of Credit
 Section 3.6. Fees.
 Unused Fee
  - 39 -




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##### 



Unused Amount
    
    Unused Fee< 50% of the aggregate amount of Commitments
    
    
    0.125
    %> 50% of the aggregate amount of Commitments
    
    
    0.20
    %
  Letter of Credit Fees
 Extension Fee
 Administrative and Other Fees
 Section 3.7. Computations.
   - 40 -




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##### 



Section 3.8. Usury.
  Section 3.9. Agreement Regarding Interest and Charges.
  Section 3.10. Statements of Account.
  Section 3.11. Defaulting Lenders.
 Generally
  - 41 -




---



##### 



Purchase or Cancellation of Defaulting Lenders Commitment
  - 42 -




---



##### 



Section 3.12. Taxes.
 Taxes Generally
    Tax Indemnification
 Tax Forms
  - 43 -




---



##### 



Article IV. Unencumbered Borrowing Base Properties
 Section 4.1. Eligibility of Properties.
 Initial Unencumbered Borrowing Base Properties
 Additional Unencumbered Borrowing Base Properties
  - 44 -




---



##### 



Nonconforming Properties
  - 45 -




---



##### 



Documents with Respect to Subsidiary or Unconsolidated Affiliate
 Section 4.2. Reclassification of Properties.
      - 46 -




---



##### 



Article V. Yield Protection, Etc.
 Section 5.1. Additional Costs; Capital Adequacy.
 Additional Costs
 Lenders Suspension of LIBOR Loans
 Additional Costs in Respect of Letters of Credit
  - 47 -




---



##### 



Notification and Determination of Additional Costs
 Section 5.2. Suspension of LIBOR Loans.
      - 48 -




---



##### 



Section 5.3. Illegality.
  Section 5.4. Compensation.
     Section 5.5. Treatment of Affected Loans.
    - 49 -




---



##### 



Section 5.6. Change of Lending Office.
  Section 5.7. Assumptions Concerning Funding of LIBOR Loans.
  Section 5.8. Affected Lenders.
   - 50 -




---



##### 



Article VI. Conditions Precedent
 Section 6.1. Initial Conditions Precedent.
         - 51 -




---



##### 



- 52 -




---



##### 



Section 6.2. Conditions Precedent to All Loans and Letters of Credit.
   - 53 -




---



##### 



Section 6.3. Conditions Subsequent.
    Article VII. Representations and Warranties
 Section 7.1. Representations and Warranties.
  Organization; Power; Qualification
 Ownership Structure
  - 54 -




---



##### 



Authorization of Agreement, Etc
 Compliance of Loan Documents with Laws, Etc
 Compliance with Law; Governmental Approvals
 Title to Properties; Liens
  - 55 -




---



##### 



Existing Indebtedness
 Material Contracts
 Litigation
 Taxes
 Financial Statements
  - 56 -




---



##### 



No Material Adverse Change
 ERISA
 Not Plan Assets; No Prohibited Transaction
 Absence of Defaults
 Environmental Laws
  - 57 -




---



##### 



Investment Company; Etc
 Margin Stock
 Affiliate Transactions
 Intellectual Property
 Business
  - 58 -




---



##### 



Brokers Fees
 Accuracy and Completeness of Information
 REIT Status
 Unencumbered Borrowing Base Properties
  - 59 -




---



##### 



Foreign Assets Control
 Section 7.2. Survival of Representations and Warranties, Etc.
  Article VIII. Affirmative Covenants
  Section 8.1. Preservation of Existence and Similar Matters.
   - 60 -




---



##### 



Section 8.2. Compliance with Applicable Law and Material Contracts.
  Section 8.3. Maintenance of Property.
  Section 8.4. Conduct of Business.
  Section 8.5. Insurance.
  Section 8.6. Payment of Taxes and Claims.
   - 61 -




---



##### 



Section 8.7. Visits and Inspections.
  Section 8.8. Use of Proceeds; Letters of Credit.
  Section 8.9. Environmental Matters.
   - 62 -




---



##### 



Section 8.10. Books and Records.
  Section 8.11. Further Assurances.
  Section 8.12. REIT Status.
  Section 8.13. Exchange Listing.
  Section 8.14. Additional Guarantors.
   - 63 -




---



##### 



provided however
  Section 8.15. Release of Guarantors.
  Article IX. Information
   - 64 -




---



##### 



Section 9.1. Quarterly Financial Statements.
  Section 9.2. Year-End Statements.
  Section 9.3. Compliance Certificate.
   - 65 -




---



##### 



Section 9.4. Other Information.
 Management Reports
 Securities Filings
 Shareholder Information
 Partnership Information
 Quarterly Property Schedules
 Development Property Updates
 Litigation
  - 66 -




---



##### 



Change of Management or Financial Condition
 Default
 Judgments
 Notice of Violations of Law
 Material Contracts
 ERISA
  - 67 -




---



##### 



Patriot Act Information
 Material/Significant Subsidiary
 Material Asset Sales
 Other Information
 Section 9.5. Electronic Delivery of Certain Information.
    - 68 -




---



##### 



Section 9.6. Public/Private Information.
   - 69 -




---



##### 



Article X. Negative Covenants
  Section 10.1. Financial Covenants.
  Maximum Leverage Ratio
 Minimum Fixed Charge Coverage Ratio
 Floating Rate Indebtedness
 Minimum Tangible Net Worth plus
 Minimum Implied Debt Service Ratio to
 Maximum Unencumbered Leverage Ratio
 Minimum Number and Value of Unencumbered Borrowing Base Properties
  - 70 -




---



##### 



Adjusted Total Asset Value
 Section 10.2. Restricted Payments.
  Section 10.3. Indebtedness.
  Section 10.4. Certain Permitted Investments.
     - 71 -




---



##### 



Section 10.5. Investments Generally.
         Section 10.6. Liens; Negative Pledges; Other Matters.
   - 72 -




---



##### 



Section 10.7. Merger, Consolidation, Sales of Assets and Other Arrangements.
    - 73 -




---



##### 



Section 10.8. Fiscal Year.
  Section 10.9. Modifications to Material Contracts.
  Section 10.10. Modifications of Organizational Documents.
   - 74 -




---



##### 



Section 10.11. Transactions with Affiliates.
  Section 10.12. ERISA Exemptions.
  Article XI. Default
 Section 11.1. Events of Default.
  Default in Payment of Principal
 Default in Payment of Interest and Other Obligations
 Default in Performance
 Misrepresentations
  - 75 -




---



##### 



Indebtedness Cross-Default; Derivatives Contracts
     Voluntary Bankruptcy Proceeding
  - 76 -




---



##### 



Involuntary Bankruptcy Proceeding
 Litigation; Enforceability
 Judgment
 Attachment
  - 77 -




---



##### 



ERISA
 Loan Documents
 Change of Control/Change in Management
    Section 11.2. Remedies Upon Event of Default.
   - 78 -




---



##### 



Acceleration; Termination of Facilities
 Automatic
 Optional
 Loan Documents
 Applicable Law
  - 79 -




---



##### 



Appointment of Receiver
 Section 11.3. Remedies Upon Default.
  Section 11.4. Allocation of Proceeds.
           - 80 -




---



##### 



Section 11.5. Collateral Account.
        - 81 -




---



##### 



Section 11.6. Performance by Agent.
  Section 11.7. Rights Cumulative.
  Article XII. The Agent
 Section 12.1. Authorization and Action.
   - 82 -




---



##### 



Section 12.2. Agents Reliance, Etc.
  Section 12.3. Notice of Defaults.
   - 83 -




---



##### 



Section 12.4. Wachovia as Lender.
  Section 12.5. Approvals of Lenders.
   - 84 -




---



##### 



Section 12.6. Lender Credit Decision, Etc.
  Section 12.7. Indemnification of Agent.
   - 85 -




---



##### 



Section 12.8. Successor Agent.
   - 86 -




---



##### 



Section 12.9. Titled Agents.
  Article XIII. Miscellaneous
 Section 13.1. Notices.
   
  
  
  - 87 -




---



##### 



Section 13.2. Expenses.
   - 88 -




---



##### 



Section 13.3. Setoff.
  Section 13.4. Litigation; Jurisdiction; Other Matters; Waivers.
    - 89 -




---



##### 



Section 13.5. Successors and Assigns.
     - 90 -




---



##### 



- 91 -




---



##### 



Section 13.6. Amendments.
   - 92 -




---



##### 



- 93 -




---



##### 



Section 13.7. Nonliability of Agent and Lenders.
  Section 13.8. Confidentiality.
   - 94 -




---



##### 



Section 13.9. Indemnification.
   - 95 -




---



##### 



- 96 -




---



##### 



Section 13.10. Termination; Survival.
  Section 13.11. Severability of Provisions.
  Section 13.12. GOVERNING LAW.
  Section 13.13. Patriot Act.
   - 97 -




---



##### 



Section 13.14. Counterparts.
  Section 13.15. Obligations with Respect to Loan Parties.
  Section 13.16. Limitation of Liability.
  Section 13.17. Entire Agreement.
  Section 13.18. Construction.
   - 98 -




---



##### 



Section 13.19. No Novation.
    - 99 -




---



##### 



DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIPBy:
    
    DiamondRock Hospitality Company, its sole General PartnerBy:

    /s/ Sean M. MahoneyName:
    
    Sean M. MahoneyTitle:
    
    Senior Vice President, Chief AccountingOfficer and ControllerDIAMONDROCK HOSPITALITY COMPANYBy:
    
    /s/ Mark W. BruggerName:

    Mark W. BruggerTitle:

    Executive Vice President, Chief Financial Officerand Treasurer




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##### 



[Signature Page to Amended and Restated Credit Agreement
with DiamondRock Hospitality Limited Partnership]
 WACHOVIA BANK, NATIONAL ASSOCIATION, asAgent, as a Lender and as Swingline LenderBy:
    
    /s/ Dean R. WhitehillName:
    
    Dean R. WhitehillTitle:
    
    Vice PresidentCommitment Amount:$35,000,000




---



##### 



[Signature Page to Amended and Restated Credit Agreement
with DiamondRock Hospitality Limited Partnership]
 BANK OF AMERICA, N.A.By:
    
    /s/ Steven P. RenwickName:
    
    Steven P. RenwickTitle:
    
    Senior Vice PresidentCommitment Amount:$30,000,000




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##### 



[Signature Page to Amended and Restated Credit Agreement
with DiamondRock Hospitality Limited Partnership]
 CALYON NEW YORK BRANCHBy:
    
    /s/ Joseph A. AsciollaName:
    
    Joseph A. AsciollaTitle:
    
    Managing DirectorBy:
    
    /s/ David BowersName:
    
    David BowersTitle:
    
    Managing DirectorCommitment Amount:$30,000,000




---



##### 



[Signature Page to Amended and Restated Credit Agreement
with DiamondRock Hospitality Limited Partnership]
 CITICORP NORTH AMERICA, INC.By:
    
    /s/ Ricardo JamesName:
    
    Ricardo JamesTitle:
    
    DirectorCommitment Amount:$30,000,000




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##### 



[Signature Page to Amended and Restated Credit Agreement
with DiamondRock Hospitality Limited Partnership]
 THE ROYAL BANK OF SCOTLANDBy:
    
    /s/ Timothy J. McNaughtName:
    
    Timothy J. McNaughtTitle:
    
    Managing DirectorCommitment Amount:$30,000,000




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##### 



[Signature Page to Amended and Restated Credit Agreement
with DiamondRock Hospitality Limited Partnership]
 WELLS FARGO BANK, NATIONAL ASSOCIATIONBy:
    
    /s/ Mark F. MonahanName:
    
    Mark F. MonahanTitle:
    
    Vice PresidentCommitment Amount:$30,000,000




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##### 



[Signature Page to Amended and Restated Credit Agreement
with DiamondRock Hospitality Limited Partnership]
 MERRILL LYNCH BANK USABy:
    
    /s/ Louis AlderName:
    
    Louis AlderTitle:
    
    DirectorCommitment Amount:$15,000,000




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##### 



SCHEDULE 1.1(A)
 Capitalization Rates
 Property
    
    Cap Rate
    
    
    Chain ScaleAtlanta Alpharetta Marriott
    
    
    8.00
    %
    
    Upper UpscaleWestin Atlanta North Perimeter
    
    
    8.00
    %
    
    Upper UpscaleAtlanta Waverly Renaissance
    
    
    8.00
    %
    
    Upper UpscaleAustin Renaissance
    
    
    8.00
    %
    
    Upper UpscaleBethesda Marriott Suites
    
    
    8.00
    %
    
    Upper UpscaleBuckhead SpringHill Suites
    
    
    9.00
    %
    
    UpscaleChicago Marriott
    
    
    8.00
    %
    
    Upper UpscaleChicago Conrad
    
    
    7.50
    %
    
    LuxuryCourtyard Fifth Avenue
    
    
    8.00
    %
    
    UpscaleCourtyard Midtown East
    
    
    8.00
    %
    
    UpscaleFrenchmans Reef Marriott Resort
    
    
    7.50
    %
    
    LuxuryGriffin Gate Marriott Resort
    
    
    7.50
    %
    
    LuxuryLos Angeles Airport Marriott
    
    
    8.00
    %
    
    Upper UpscaleOak Brook Hills Marriott Resort
    
    
    7.50
    %
    
    LuxuryOrlando Airport Marriott
    
    
    8.00
    %
    
    Upper UpscaleSalt Lake City Marriott
    
    
    8.00
    %
    
    Upper UpscaleSonoma Renaissance Resort & Spa
    
    
    7.50
    %
    
    LuxuryTorrance Marriott
    
    
    8.00
    %
    
    Upper UpscaleVail Marriott Resort
    
    
    7.50
    %
    
    LuxuryRenaissance Worthington
    
    
    8.00
    %
    
    Upper UpscaleWestin Boston
    
    
    8.00
    %
    
    Upper Upscale




---



##### 



SCHEDULE 1.1(B)
 List of Loan Parties
 DiamondRock Hospitality Limited Partnership
    
    BorrowerDiamondRock Hospitality Company
    
    ParentBloodstone TRS, Inc.
    
    GuarantorDiamondRock Alpharetta Owner, LLC
    
    GuarantorDiamondRock Alpharetta Tenant, LLC
    
    GuarantorDiamondRock Boston Owner, LLC
    
    GuarantorDiamondRock Boston Tenant, LLC
    
    GuarantorDiamondRock Buckhead Owner, LLC
    
    GuarantorDiamondRock Buckhead Tenant, LLC
    
    GuarantorDiamondRock Chicago Conrad Owner, LLC
    
    GuarantorDiamondRock Chicago Conrad Tenant, LLC
    
    GuarantorDiamondRock Oak Brook Owner, LLC
    
    GuarantorDiamondRock Oak Brook Tenant, LLC
    
    GuarantorDiamondRock Sonoma Owner, LLC
    
    GuarantorDiamondRock Sonoma Tenant, LLC
    
    GuarantorDiamondRock Torrance Owner, LLC
    
    GuarantorDiamondRock Torrance Tenant, LLC
    
    GuarantorDiamondRock Vail Owner, LLC
    
    GuarantorDiamondRock Vail Tenant, LLC
    
    GuarantorNoble-DiamondRock Perimeter Center Owner, LLC
    
    GuarantorNoble-DiamondRock Perimeter Center Tenant, LLC
    
    Guarantor
 Accommodation Subsidiaries are noted in italics.




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##### 



SCHEDULE 4.1
 Initial Unencumbered Borrowing Base Properties
 UnencumberedProperty
    
    Borrowing Base ValueAtlanta Marriott Alpharetta
    
    $
    57,229,867Conrad Chicago
    
    $
    119,000,000Oak Brook Hills Marriott Resort
    
    $
    80,423,920SpringHill Suites Atlanta Buckhead
    
    $
    25,654,161The Lodge at Sonoma Renaissance Resort & Spa
    
    $
    45,699,327Torrance Marriott
    
    $
    55,264,335Vail Marriott Mountain Resort & Spa
    
    $
    81,118,635Westin Atlanta Perimeter North
    
    $
    65,646,343Westin Boston Waterfront
    
    $
    297,300,000Total
    
    $
    827,036,588




---



##### 



1SCHEDULE 7.1(b)
 Ownership Structure
 PART I
 Juris-diction of
    
    
    
    
    
    
    
    Material/ Significant/
    
    StateOrgani-
    
    Equity Interest
    
    % of
    
    and/or Excluded
    
    Qualifi-Company
    
    zation
    
    Holders
    
    Ownership
    
    Subsidiary
    
    cationDiamondRock Hospitality Limited 
Partnership
    
    Delaware
    
    DiamondRock Hospitality Company
DiamondRock Hospitality, LLC
    
    1%
(GP interest)
99%
(LP interest)
    
    Material and Significant
    
    MADiamondRock Hospitality, LLC
    
    Delaware
    
    DiamondRock Hospitality Company
    
    
    100
    %
    
    
    
    N/ABloodstone TRS, Inc.
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Material and Significant
    
    MADiamondRock Alpharetta Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Material and Significant
    
    GADiamondRock Alpharetta Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Material (Accommodation Subsidiary)
    
    GADiamondRock Bethesda General, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Excluded
    
    MDDiamondRock Bethesda Limited, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Excluded
    
    MDDiamondRock Bethesda Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Significant and Excluded
    
    MDDiamondRock Boston Owner, LLC
    
    Delaware
    
    Palomar Holding Inc.
    
    
    100
    %
    
    Material and Significant
    
    MADiamondRock Boston Expansion 
Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited Partnership
    
    
    100
    %
    
    Significant
    
    MADiamondRock Boston Retail Owner, 
LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Significant
    
    MADiamondRock Boston Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Material and Significant
(Accommodation Subsidiary)
    
    MA
 
 1
    
    Accommodation Subsidiaries are noted in italics.




---



##### 



Juris-diction of
    
    
    
    
    
    
    
    Material/ Significant/
    
    StateOrgani-
    
    Equity Interest
    
    % of
    
    and/or Excluded
    
    Qualifi-Company
    
    zation
    
    Holders
    
    Ownership
    
    Subsidiary
    
    cationDiamondRock Buckhead Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited Partnership
    
    
    100
    %
    
    Material and Significant
    
    GADiamondRock Buckhead Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Material (Accommodation Subsidiary)
    
    GADiamondRock Cayman Islands, Inc.
    
    Cayman Islands
    
    DiamondRock Frenchmans Holdings,
LLC
    
    
    100
    %
    
    Excluded
    
    N/ADiamondRock Chicago Conrad Owner, 
LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Material and Significant
    
    ILDiamondRock Chicago Conrad 
Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Material and Significant
(Accommodation Subsidiary)
    
    ILDiamondRock Chicago Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Material, Significant and Excluded
    
    ILDiamondRock Chicago Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Significant and Excluded
    
    ILDiamondRock East 40th Street NYC 
Owner Holdings, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Excluded
    
    NYDiamondRock East 40th Street NYC 
Owner, LLC
    
    Delaware
    
    DiamondRock East 40th
Street NYC Owner Holdings, LLC
    
    
    100
    %
    
    Significant and Excluded
    
    NYDiamondRock East 40th Street NYC 
Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Excluded
    
    NYDiamondRock Frenchmans Holdings,
LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Excluded
    
    N/ADiamondRock Frenchmans Owner,
Inc.
    
    U.S. Virgin Islands
    
    DiamondRock Cayman Islands, Inc.
    
    
    100
    %
    
    Significant and Excluded
    
    N/ADiamondRock Griffin Gate Owner, 
LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Significant and Excluded
    
    KYDiamondRock Griffin Gate Tenant, 
LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Significant and Excluded
    
    KYDiamondRock LAX Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Significant and Excluded
    
    CADiamondRock LAX Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Significant and Excluded
    
    CA




---



##### 



Juris-diction of
    
    
    
    
    
    
    
    Material/ Significant/
    
    StateOrgani-
    
    Equity Interest
    
    % of
    
    and/or Excluded
    
    Qualifi-Company
    
    zation
    
    Holders
    
    Ownership
    
    Subsidiary
    
    cationDiamondRock Manhattan/Midtown
East Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Significant and Excluded
    
    NYDiamondRock Manhattan/Midtown
East Tenant Holdings, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Excluded
    
    NYDiamondRock Manhattan/Midtown
East Tenant, LLC
    
    Delaware
    
    DiamondRock Manhattan/Midtown East
Tenant Holdings, LLC
    
    
    100
    %
    
    Significant and Excluded
    
    NYDiamondRock Oak Brook Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Material and Significant
    
    ILDiamondRock Oak Brook Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Material and Significant
(Accommodation Subsidiary)
    
    ILDiamondRock Orlando Airport
Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Significant and Excluded
    
    FLDiamondRock Orlando Airport
Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Excluded
    
    FLDiamondRock Salt Lake Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Significant and Excluded
    
    UTDiamondRock Salt Lake Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Significant and Excluded
    
    UTDiamondRock Sonoma Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Material and Significant
    
    CADiamondRock Sonoma Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Material (Accommodation Subsidiary)
    
    CADiamondRock Torrance Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Material and Significant
    
    CADiamondRock Torrance Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Material and Significant
(Accommodation Subsidiary)
    
    CADiamondRock Vail Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Material and Significant
    
    CA




---



##### 



Juris-diction of
    
    
    
    
    
    
    
    Material/ Significant/
    
    StateOrgani-
    
    Equity Interest
    
    % of
    
    and/or Excluded
    
    Qualifi-Company
    
    zation
    
    Holders
    
    Ownership
    
    Subsidiary
    
    cationDiamondRock Vail Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Material (Accommodation Subsidiary)
    
    CADiamondRock Waverly Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Significant and Excluded
    
    CADiamondRock Waverly Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Excluded
    
    CADRH Austin Owner General, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Excluded
    
    CADRH Austin Owner Limited, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Excluded
    
    N/ADRH Austin Owner Limited
Partnership
    
    Delaware
    
    DRH Austin Owner General, LLC
DRH Austin Owner Limited, LLC
    
    1%
(GP interest)
99%
(LP interest)
    
    Significant and Excluded
    
    TXDRH Austin Tenant General, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Excluded
    
    TXDRH Austin Tenant Limited, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Excluded
    
    N/ADRH Austin Tenant Limited
Partnership
    
    Delaware
    
    DRH Austin Tenant General, LLC
DRH Austin Tenant Limited, LLC
    
    1%
(GP interest)
99%
(LP interest)
    
    Excluded
    
    TXDRH Worthington Owner General, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Excluded
    
    TXDRH Worthington Owner Limited, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    
    100
    %
    
    Excluded
    
    N/ADRH Worthington Owner Limited
Partnership
    
    Delaware
    
    DRH Worthington
Owner General, LLC
DRH Worthington
Owner Limited, LLC
    
    1%
(GP interest)
99%
(LP interest)
    
    Significant and Excluded
    
    TXDRH Worthington Tenant General,
LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    
    100
    %
    
    Excluded
    
    TX




---



##### 



Juris-diction of
    
    
    
    
    
    Material/ Significant/
    
    StateOrgani-
    
    Equity Interest
    
    % of
    
    and/or Excluded
    
    Qualifi-Company
    
    zation
    
    Holders
    
    Ownership
    
    Subsidiary
    
    cationDRH Worthington Tenant Limited,
LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    100%
    
    Excluded
    
    N/ADRH Worthington Tenant Limited
Partnership
    
    Delaware
    
    DRH Worthington Tenant General, LLC
DRH Worthington Tenant Limited, LLC
    
    1%
(GP interest)
99%
(LP interest)
    
    Excluded
    
    TXNoble-DiamondRock Perimeter
Center Owner, LLC
    
    Delaware
    
    DiamondRock Hospitality Limited
Partnership
    
    100%
    
    Material and Significant
    
    GANoble-DiamondRock Perimeter
Center Tenant, LLC
    
    Delaware
    
    Bloodstone TRS, Inc.
    
    100%
    
    Material (Accommodation Subsidiary)
    
    GARock Spring Park Hotel Limited
Partnership
    
    Maryland
    
    DiamondRock Bethesda 
General, LLC
DiamondRock Bethesda 
Limited, LLC
    
    1%
(GP interest)
99%
(LP interest)
    
    Significant and Excluded
    
    N/A




---



##### 



SCHEDULE 7.1(b)
 Unconsolidated Affiliates
 PART II




---



##### 



SCHEDULE 7.1(f)
 Title to Properties; Liens
 PART I
 
 PART II
  Property
    
    AmountBethesda Marriott Suites
    
    $
    18,741,625Chicago Marriott Downtown Magnificent Mile
    
    $
    220,000,000Courtyard New York Manhattan/Fifth Avenue
    
    $
    51,000,000Courtyard New York Manhattan/Midtown East
    
    $
    43,214,894Frenchmans Reef & Morning Star Marriott Beach Resort
    
    $
    62,500,000Griffin Gate Marriott Resort
    
    $
    29,805,833Los Angeles Airport Marriott
    
    $
    82,600,000Orlando Airport Marriott
    
    $
    59,000,000Renaissance Austin Hotel
    
    $
    83,000,000Renaissance Waverly Hotel
    
    $
    97,000,000Renaissance Worthington Hotel Fort Worth
    
    $
    57,400,000Salt Lake City Marriott Downtown
    
    $
    36,888,160




---



##### 



SCHEDULE 7.1(g)
 Indebtedness and Guaranties
 Amount of Debt as of
    
    
    SecuredProperty
    
    December 31, 2006
    
    
    or UnsecuredBethesda Marriott Suites
    
    $
    18,741,625
    
    
    SecuredChicago Marriott Downtown Magnificent
Mile
    
    $
    220,000,000
    
    
    SecuredCourtyard New York Manhattan/Fifth Avenue
    
    $
    51,000,000
    
    
    SecuredCourtyard New York Manhattan/Midtown East
    
    $
    43,214,894
    
    
    SecuredFrenchmans Reef & Morning Star Marriott Beach Resort
    
    $
    62,500,000
    
    
    SecuredGriffin Gate Marriott Resort
    
    $
    29,805,833
    
    
    SecuredLos Angeles Airport Marriott
    
    $
    82,600,000
    
    
    SecuredOrlando Airport Marriott
    
    $
    59,000,000
    
    
    SecuredRenaissance Austin Hotel
    
    $
    83,000,000
    
    
    SecuredRenaissance Waverly Hotel
    
    $
    97,000,000
    
    
    SecuredRenaissance Worthington Hotel Fort Worth
    
    $
    57,400,000
    
    
    SecuredSalt Lake City Marriott Downtown
    
    $
    36,888,160
    
    
    Secured




---



##### 



SCHEDULE 7.1(h)
 Material Contracts
 1.
    
    Atlanta Marriott AlpharettaManagement Agreement by and between Marriott Hotel Services, Inc. and
BCM/CHI Alpharetta Tenant, Inc., dated September 28, 2008, as assigned
to DiamondRock Alpharetta Tenant, LLC by that certain Assignment and
Assumption of Management Agreement dated June 23, 2005 as such
agreement may be amended from time to timeOwner Agreement by and among DiamondRock Alpharetta Owner, LLC,
DiamondRock Alpharetta Tenant, LLC and Marriott Hotel Services, Inc.,
dated June 23, 20052.
    
    Bethesda Marriott SuitesManagement Agreement by and between Marriott Hotel Services, Inc. and
Rock Spring Park Hotel Limited Partnership, dated December 15, 2004,
as such agreement may be amended from time to timeAssignment, Assumption and Owner Agreement by and among Rock Spring
Park Limited Partnership, DiamondRock Bethesda Tenant, LLC and
Marriott Hotel Services, Inc., dated December 15, 20043.
    
    Chicago Marriott Downtown Magnificent MileManagement Agreement by and between DiamondRock Chicago Tenant, LLC
and Marriott Hotel Services, Inc., dated March 24, 2006 as such
agreement may be amended from time to timeOwner Agreement by and among DiamondRock Chicago Owner, LLC,
DiamondRock Chicago Tenant, LLC and Marriott Hotel Services, Inc.,
dated March 24, 20064.
    
    Conrad ChicagoAmended and Restated Management Agreement by and between LCP-WB
Chicago Operator, LLC and Conrad Hotels USA, Inc. as assigned to
DiamondRock Chicago Conrad Tenant, LLC by that certain Hotel
Management Agreement Assignment and Assumption, dated November 8, 2006
as such agreement may be amended from time to time5.
    
    Courtyard New York Manhattan/Fifth AvenueManagement Agreement by and between Courtyard Management Corporation
and DiamondRock East 40th Street NYC Tenant, LLC, dated December 20,
2004, as such agreement may be amended from time to timeOwner Agreement by and among DiamondRock East 40th Street NYC Owner,
LLC, DiamondRock East 40th Street NYC Tenant, LLC and Courtyard
Management Corporation, dated December 20, 2004




---



##### 



6.
    
    Courtyard New York Manhattan/Midtown EastManagement Agreement by and between Courtyard Management Corporation
and DiamondRock Manhattan/Midtown East Owner, LLC, dated November 19,
2004, as such agreement may be amended from time to timeAssignment, Assumption and Owner Agreement by and among DiamondRock
Manhattan CY Owner, LLC, DiamondRock Manhattan CY Tenant, LLC and
Courtyard Management Corporation, dated November 19, 20047.
    
    Frenchmans Reef & Morning Star Marriott Beach ResortManagement Agreement by and between Marriott Hotel Management Company
(Virgin Islands), Inc. and BCM/CHI Frenchmans Reef, Inc., dated
September 28, 2000International Services Agreement between Marriott International, Inc.
and BCM/CHI Frenchmans Reef, Inc., dated September 15, 20008.
    
    Griffin Gate Marriott ResortManagement Agreement between DiamondRock Griffin Gate Owner, LLC and
Marriott Hotel Services, Inc., dated as of December 22, 2004, as such
agreement may be amended from time to timeAssignment, Assumption and Owner Agreement by and among DiamondRock
Griffin Gate Owner, LLC, DiamondRock Griffin Gate Tenant, LLC and
Marriott Hotel Services, Inc., dated December 22, 20049.
    
    Los Angeles Airport MarriottManagement Agreement by and between BCM/CHI LAX Tenant, Inc. and
Marriott Hotel Services, Inc. as assigned to DiamondRock LAX Tenant,
LLC by that certain Assignment of Management Agreement, dated June 23,
2005, as such agreement may be amended from time to timeOwner Agreement by and among DiamondRock LAX Owner, LLC, DiamondRock
LAX Tenant, LLC and Marriott Hotel Services, Inc., dated June 23, 200510.
    
    Oak Brook Hills Marriott ResortManagement Agreement between DiamondRock Oak Brook Tenant, LLC and
Marriott Hotel Services, Inc, dated July 29, 2005, as such agreement
may be amended from time to timeOwner Agreement by and among DiamondRock Oak Brook Owner, LLC,
DiamondRock Oak Brook Tenant, LLC and Marriott Hotel Services, Inc.,
dated July 29, 2005




---



##### 



11.
    
    Orlando Airport MarriottManagement Agreement between DiamondRock Orlando Airport Tenant, LLC
and Marriott Hotel Services, Inc, dated November 23, 2005, as such
agreement may be amended from time to timeOwner Agreement by and among DiamondRock Orlando Airport Owner, LLC,
DiamondRock Orlando Airport Tenant, LLC and Marriott Hotel Services,
Inc., dated November 23, 200512.
    
    Renaissance Austin HotelManagement Agreement between WSRH Austin, L.P. and Renaissance Hotel
Operating Company, dated as of June 23, 2005, as assigned to DRH
Austin Tenant Owner Limited Partnership by that certain Assignment and
Assumption of Management Agreement, dated December 8, 2006, as such
agreement may be amended from time to timeOwner Agreement by and among DRH Austin Owner Limited Partnership, DRH
Austin Tenant Limited Partnership and Renaissance Hotel Operating
Company, dated December 8, 200613.
    
    Renaissance Waverly HotelManagement Agreement between WSRH Atlanta Waverly, L.L.C. and
Renaissance Hotel Operating Company, dated as of June 23, 2005, as
assigned to DiamondRock Waverly Owner, LLC by that certain Assignment
and Assumption Agreement of Management Agreement dated December 8,
2006, as such agreement may be amended from time to timeOwner Agreement by and among DiamondRock Waverly Owner, LLC,
DiamondRock Waverly Tenant, LLC and Renaissance Hotel Operating
Company, dated December 8, 200614.
    
    Renaissance Worthington Hotel Fort WorthManagement Agreement by and between Renaissance Hotel Management
Company, LLC and BCM/CHI Worthington Tenant, Inc., dated September 28,
2000, as assigned to DRH Worthington Tenant Limited Partnership by
that certain Assignment and Assumption of Management Agreement, dated
June 23, 2005, as such agreement may be amended from time to timeOwner Agreement by and among DRH Worthington Owner Limited
Partnership, DRH Worthington Tenant Limited Partnership and
Renaissance Hotel Management Company, LLC, dated June 23, 200515.
    
    Salt Lake City Marriott DowntownAmended and Restated Management Agreement by Host Marriott, L.P. and
Marriott Hotel Services, Inc., dated December 29, 2001, as assigned to
DiamondRock Salt Lake Owner, LLC by that certain Assignment and
Assumption of Management Agreement, dated December 15, 2004, as such
agreement may be amended from time to time




---



##### 



Assignment, Assumption and Owner Agreement by and among DiamondRock
Salt Lake Owner, LLC, DiamondRock Salt Lake Tenant, LLC and Marriott
Hotel Services, Inc., dated December 15, 200416.
    
    SpringHill Suites Atlanta BuckheadManagement Agreement between DiamondRock Buckhead Tenant, LLC and
SpringHill SMC Corporation, dated July 23, 2005, as such agreement may
be amended from time to timeOwner Agreement between DiamondRock Buckhead Owner, LLC, DiamondRock
Buckhead Tenant, LLC and SpringHill SMC Corporation, dated July 23,
200517.
    
    The Lodge at Sonoma Renaissance Resort & SpaManagement Agreement between DiamondRock Sonoma Owner, LLC and
Renaissance Hotel Management Company, LLC, dated October 27, 2004, as
such agreement may be amended from time to timeAssignment, Assumption and Owner Agreement by and among DiamondRock
Sonoma Owner, LLC, DiamondRock Sonoma Tenant, LLC and Renaissance
Hotel Management Company, LLC dated October 27, 200418.
    
    Torrance MarriottSecond Amended and Restated Management Agreement between DiamondRock
Torrance Tenant, LLC and Marriott Hotel Services, Inc., dated January
5, 2005, as such agreement may be amended from time to timeOwner Agreement by and among DiamondRock Torrance Owner, LLC,
DiamondRock Torrance Tenant, LLC and Marriott Hotel Services, Inc.,
dated January 5, 200519.
    
    Vail Marriott Mountain Resort & SpaHotel Management Agreement between DiamondRock Vail Tenant, LLC and
Vail Management Company, LLC, dated June 24, 2005, as such agreement
may be amended from time to timeOwner Agreement by and among Marriott International, Inc., DiamondRock
Vail Tenant, LLC and DiamondRock Vail Owner, LLC, dated June 24, 2005Relicensing Franchise Agreement by Marriott International, Inc. and
DiamondRock Vail Tenant, LLC, dated June 24, 200520.
    
    Westin Atlanta Perimeter NorthHotel Management Agreement by and between Noble-DiamondRock Perimeter
Center Tenant, LLC and Noble Management Group, dated May 2, 2006, as
such agreement may be amended from time to time(Change of Ownership) License Agreement between Westin Hotel
Management, L.P. and Noble-DiamondRock Perimeter Center Tenant, LLC,
dated May 2, 2006




---



##### 



21.
    
    Westin Boston WaterfrontManagement Contract by and between Westin Management Company East and
Boston Convention Center Hotel LLC dated May 27, 2004 as assigned to
DiamondRock Boston Tenant, LLC by that certain Management Agreement
Assignment and Assumption, dated January 31, 2007, as such contract
may be amended from time to timeTri-Party Agreement among Westin Hotel Management, L.P.
(successor-ininterest to Westin Management Company East),
DiamondRock Boston Owner, LLC and DiamondRock Tenant, LLC, dated
January 31, 2007




---



##### 



SCHEDULE 7.1(i)
 Litigation




---



##### 



Include this language only if
Borrowers consent is required under Section 13.5.(d)
     Assignment
 
  A-1




---



##### 



Payment by Assignee
  A-2




---



##### 



Payments by Assignor
 Representations and Warranties of Assignor
 Representations, Warranties and Agreements of Assignee
 Recording and Acknowledgment by the Agent
 Addresses
 Payment Instructions
  A-3




---



##### 



Effectiveness of Assignment
 Governing Law
 Counterparts
 Headings
 Amendments; Waivers
 Entire Agreement
 Binding Effect
 Definitions
 [Include this Section only if Borrowers consent is required under Section 13.5.(d) Agreements of the Borrower
  A-4




---



##### 



A-5




---



##### 



ASSIGNOR:[NAME OF ASSIGNOR]By:Name:Title:ASSIGNEE:[NAME OF ASSIGNEE]By:Name:Title:
 Accepted as of the date first written above.AGENT:WACHOVIA BANK, NATIONAL ASSOCIATION, as AgentBy:Name:Title:
   A-6




---



##### 



[Include signature of the Borrower only if required  under Section 13.5.(d) of the Credit Agreement]
 BORROWER:DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIPBy:
    
    DiamondRock Hospitality Company,Its sole General PartnerBy:Name:Title:
  A-7




---



##### 



Information Concerning the Assignee
 Notice Address:Telephone No.:Telecopy No.:Lending Office:Telephone No.:Telecopy No.:Payment Instructions:
  A-8




---



##### 



Guaranty
  B-1




---



##### 



Guaranty of Payment and Not of Collection
 Guaranty Absolute
    B-2




---



##### 



Action with Respect to Guarantied Obligations
  B-3




---



##### 



Representations and Warranties
 Covenants
 Waiver
 Inability to Accelerate Loan
 Reinstatement of Guarantied Obligations
 Subrogation
  B-4




---



##### 



Right of Contribution
  provided however
  B-5




---



##### 



provided however
 Payments Free and Clear
 Set-off
  B-6




---



##### 



Subordination
 Avoidance Provisions
 Information
 Governing Law
  B-7




---



##### 



WAIVER OF JURY TRIAL
     B-8




---



##### 



Loan Accounts
 Waiver of Remedies
 Termination
 Successors and Assigns
 JOINT AND SEVERAL OBLIGATIONS
  B-9




---



##### 



Amendments
 Payments
 Notices
 Severability
 Headings
 Limitation of Liability
 Release of Guarantor
 Definitions
 Proceeding
  B-10




---



##### 



B-11




---



##### 



[GUARANTORS]By:Name:Title:Address for Notices:c/o DiamondRock Hospitality Limited Partnership6903 Rockledge Dr., Suite 800Bethesda, Maryland 20817Attention: Michael SchecterTelephone:    (240) 744-1170Telecopy:      (240) 744-1199
  B-12




---



##### 



Accession to Guaranty
  B-13




---



##### 



GOVERNING LAW
 Definitions
   B-14




---



##### 



[NEW GUARANTOR]By:Name:Title:Address for Notices:c/o DiamondRock Hospitality Limited PartnershipAttention:Telecopy Number:     ()Telephone Number:   ()
 Accepted:WACHOVIA BANK, NATIONAL ASSOCIATION, as AgentBy:Name:Title:
  B-15




---



##### 



1.
    
    Pursuant to Section 2.1.(b) of the Credit Agreement, the Borrower hereby
requests that the Lenders make Revolving Loans to the Borrower in an aggregate
principal amount equal to $_____.
 2.
    
    The Borrower requests that such Revolving Loans be made available to the
Borrower on
 _____, 200_.
 3.
    
    The Borrower hereby requests that the requested Revolving Loans all be of the
following Type:
 [Check one box only]
 o
 o
 [Check one box only]
    
    o
    
    1 montho
    
    2 monthso
    
    3 monthso
    
    6 monthso
    
    9 months1o
    
    12 months2
 
 1
    
    If available from all Lenders.2
    
    If available from all Lenders.  C-1




---



##### 



4.
    
    The proceeds of this borrowing of Revolving Loans will be used for the
following purpose:
.
 5.
    
    The Borrower requests that the proceeds of this borrowing of Revolving Loans be
made available to the Borrower by wire transfer in immediately available funds to:
[insert wire instructions for Borrowers account].
    DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIPBy:
    
    DiamondRock Hospitality Company,its sole General PartnerBy:Name:Title:
  C-2




---



##### 



1.
    
    The proposed date of such Continuation is
 _________, 200_.
 2.
    
    The aggregate principal amount of Loans subject to the requested Continuation
is $________________ 
and was originally borrowed by the Borrower on
 __________, 200_.
 3.
    
    The portion of such principal amount subject to such Continuation is
$__________.
 4.
    
    The current Interest Period for each of the Loans subject to such Continuation
ends on
 _________, 200_.
 5.
    
    The duration of the new Interest Period for each of such Loans or portion
thereof subject to such Continuation is:
  D-1




---



##### 



[Check one box only]
    
    o
    
    1 montho
    
    2 monthso
    
    3 monthso
    
    6 monthso
    
    9 months1o
    
    12 months2
    DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIPBy:
    
    DiamondRock Hospitality Company,its sole General PartnerBy:Name:Title:
 
 1
    
    If available from all Lenders.2
    
    If available from all Lenders.  D-2




---



##### 



1.
    
    The proposed date of such Conversion is
 _________, 200__.
 2.
    
    The Loans to be Converted pursuant hereto are currently:
 [Check one box only]
    
    o
    
    Base Rate Loanso
    
    LIBOR Loans
 3.
    
    The aggregate principal amount of Loans subject to the requested Conversion is
$_____
and was originally borrowed by the Borrower on
 ________, 200__.
 4.
    
    The portion of such principal amount subject to such Conversion is
$_________.
  E-1




---



##### 



5.
    
    The amount of such Loans to be so Converted is to be converted into Loans of
the following Type:
 [Check one box only]
 o
 o
 [Check one box only]
    
    o
    
    1 montho
    
    2 monthso
    
    3 monthso
    
    6 monthso
    
    9 months1o
    
    12 months2
    DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIPBy:
    
    DiamondRock Hospitality Company,its sole General PartnerBy:Name:Title:
 
 1
    
    If available from all Lenders.2
    
    If available from all Lenders.  E-2




---



##### 



1.
    
    Pursuant to Section 2.2.(b) of the Credit Agreement, the Borrower hereby
requests that the Swingline Lender make a Swingline Loan to the Borrower in an amount
equal to $__________.
 2.
    
    The Borrower requests that such Swingline Loan be made available to the
Borrower on
 _________, 200__.
 3.
    
    The proceeds of this Swingline Loan will be used for the following purpose:
.
 4.
    
    The Borrower requests that the proceeds of such Swingline Loan be made
available to the Borrower by wire transfer in immediately available funds to: [insert
wire instructions for Borrowers account].
   F-1




---



##### 



DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIPBy:
    
    DiamondRock Hospitality Company,its sole General PartnerBy:Name:Title:
  F-2




---



##### 



$25,000,000
    
    February 28, 2007
        G-1




---



##### 



DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIPBy:
    
    DiamondRock Hospitality Company,its sole General PartnerBy:Name:Title:
  G-2




---



##### 



Principal Amount
    
    
    Amount Paid or
    
    
    Unpaid PrincipalDate of Loan
    
    of Loan
    
    
    Prepaid
    
    
    Amount
    
    
    Notation Made By
  G-3




---



##### 



$
    
    , 200_
        H-1




---



##### 



DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIPBy:
    
    DiamondRock Hospitality Company,its sole General PartnerBy:Name:Title:
  H-2




---



##### 



Principal Amount
    
    
    Amount Paid or
    
    
    Unpaid PrincipalDate of Loan
    
    of Loan
    
    
    Prepaid
    
    
    Amount
    
    
    Notation Made By
  H-3




---



##### 








---



##### 



Borrower Parent Credit
Agreement Lenders Agent Other Agents Non-Tenant Subsidiary Guarantors Delaware
Opinion Parties Tenant Subsidiary Guarantors
 Opinion Parties Loan Parties
  1.
    
    the Credit Agreement,2.
    
    the Swingline Note executed by Borrower (the Swingline Note),3.
    
    each Revolving Note executed by Borrower (the Revolving Note and, together with the
Swingline Note, the Notes),
  I-1




---



##### 



4.
    
    the Guaranty, dated as of February ___, 2007 (the Guaranty), by the Guarantors (as
defined therein) in favor of the Agent for the Lenders,5.
    
    the respective certificates of limited partnership, formation and incorporation, as
applicable (the Charters), of the Delaware Opinion Parties, each certified by the
Secretary of State of the State of Delaware, the by-laws, limited partnership agreement and
limited liability company agreements, as applicable (the Operating Documents), of
the Delaware Opinion Parties, and certain resolutions of the respective boards of directors or
general partner of the Delaware Opinion Parties (the Resolutions and, together with
the Charters and the Operating Documents, the Organizational Documents), and6.
    
    the respective certificates of the Secretary of State of the State of Delaware and the
Secretaries of State of the relevant foreign jurisdictions as to the existence and good
standing of the Delaware Opinion Parties (the Good Standing Certificates).
  Loan Documents
  (i)
    
    the genuineness of all signatures of all parties other than the signatures of the Delaware
Opinion Parties,
 (ii)
    
    the authenticity of all company and corporate records, agreements, documents, instruments and
certificates submitted to us as originals, the conformity to original documents and agreements
of all documents and agreements submitted to us as conformed, certified or photostatic copies
thereof and the authenticity of the originals of such conformed, certified or photostatic
copies,
 (iii)
    
    the due authorization of all documents and agreements by all parties thereto other than the
Delaware Opinion Parties and the execution and delivery of all documents and agreements by all
parties other than the Delaware Opinion Parties,the legal right and power of all such parties
other than the Delaware Opinion Parties under all applicable laws and regulations to enter
into, execute and deliver such agreements and documents,
 (iv)
    
    the Parent is duly incorporated, validly existing, and in good standing, under the laws of
the State of Maryland and has the corporate power and authority to own its properties and to
carry on its business as now being conducted,
   I-2




---



##### 



(v)
    
    each of the Tenant Subsidiary Guarantors is duly incorporated or formed, validly existing,
and in good standing, under the laws of the State of Delaware and has the corporate or limited
 (vi)
    
    liability company power and authority to own its properties and to carry on its business as
now being conducted,
 (vii)
    
    the Parent, the Tenant Subsidiary Guarantors, the Lenders, the Agent and the Other Agents
have the requisite power and authority to enter into the Loan Documents to which they are a
party and to consummate the transactions contemplated thereby, and each such Person has duly
authorized, executed and delivered each Loan Document to which it is a party,
 (vii)
    
    the absence of any requirement of consent, approval or authorization by any Person or by any
Governmental Authority with respect to the Tenant Subsidiary Guarantors, the Lenders, the
Agent and the Other Agents, and
 (viii)
    
    that the Loan Documents are legal, valid and binding obligations of the Lenders, the Agent
and the Other Agents parties thereto, enforceable against such Persons in accordance with
their respective terms.
  Applicable Laws Governmental Approval
  1.
    
    Each Delaware Opinion Party (a) is a corporation, limited liability company or limited
partnership, as applicable, duly incorporated or formed, as applicable, validly existing and
in good standing under the laws of the State of Delaware based on our review of the Charters
and the Good Standing Certificates and (b) has all requisite power and authority to own and
operate its property and to conduct its business as presently conducted and as proposed to be
conducted in connection with and following the
consummation of the transactions contemplated by each of the Loan Documents to which it is a
party. Based solely on a review of the Good Standing Certificates of the Secretary of State
of each of the relevant jurisdictions, each Non-Tenant Subsidiary Guarantor is qualified to
transact business as a foreign corporation or limited liability company, as applicable, in
the indicated jurisdictions set forth on Schedule I attached hereto.
  I-3




---



##### 



2.
    
    Each Delaware Opinion Party has the requisite power and authority to execute and deliver the
Loan Documents to which it is a party and to perform its respective obligations under each
such Loan Document and, in the case of the Borrower, to borrow under the Credit Agreement.
The execution and delivery by each Delaware Opinion Party of the Loan Documents to which it is
a party and the performance by each such Person of its respective obligations under each Loan
Document have been duly authorized by all necessary corporate, limited liability company or
limited partnership action of such Delaware Opinion Party.
 3.
    
    Each of the Loan Documents to which each Delaware Opinion Party is a party have been duly
executed and delivered by such Delaware Opinion Party. Each of the Loan Documents to which
any Loan Party is a party constitutes a legal, valid and binding obligation of such Person,
enforceable against such Person in accordance with its terms.
 4.
    
    The execution, delivery and performance by each Opinion Party of the Loan Documents to which
such Person is a party do not and will not (i) violate, in the case of the Delaware Opinion
Parties only, the Delaware Opinion Parties Organizational Documents, (ii) violate any
provision of the Applicable Laws binding on such Person or, to our knowledge, any order or
decree thereunder of any court or government agency or instrumentality binding upon such
Person, (iii) result in a breach of, or give rise to a default under or to any right to
require prepayment, repurchase or redemption of any obligation under any contractual
obligation under any agreement, instrument, indenture or other document evidencing any
indebtedness for money borrowed or any other material agreement, in each case, in respect of
which we have advised the Opinion Parties, to which, to our knowledge, such Opinion Party is a
party or by which any of them or any of their property is or may be bound or (iv) result in or
require the creation or imposition of any Lien upon any of the properties or assets of such
Opinion Party other than the Liens contemplated by the Loan Documents.
 5.
    
    The execution, delivery and performance by each Opinion Party of the Loan Documents to which
such Person is a party do not and will not require any Governmental Approval, except (i)
corporate filings required to be made after the date hereof to maintain good standing and to
maintain or renew licenses and permits required for the Opinion Parties to operate their
respective businesses in the ordinary course of business, (ii) Governmental Approvals required
for the exercise by the Agent, the Lenders and the Other Agents of their rights and remedies
under the Loan Documents and (iii) Governmental Approvals which have been obtained, given or
made.
 6.
    
    No Opinion Party is (i) an investment company within the meaning of the Investment Company
Act of 1940, as amended or (ii) a holding company, or a subsidiary company of a holding
company, or an affiliate of a holding company, within the meaning of, or is otherwise
subject to regulation under, the Public Utility Holding Company Act of 1935, as amended.
   I-4




---



##### 



7.
    
    To our knowledge, except as disclosed in the Loan Documents, there are no actions, suits or
proceedings at law or in equity by or before any arbitrator or Governmental Authority now
pending or threatened against or affecting the Opinion Parties (i) as to which there is a
reasonable possibility of an adverse determination and that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect or (ii) that involve any of the Loan Documents.
  A.
    
    The opinions expressed in opinion paragraph 3 above are qualified (i) by the effects
of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws relating to or affecting the enforcement of creditors
rights generally, (ii) insofar as the remedies of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses and the
discretion of the court before which any enforcement thereof may be brought and (iii)
insofar as proceedings therefore may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law or in
equity), including principles of commercial reasonableness and an implied covenant of
good faith and fair dealing. Such principles of equity are of general application,
and in applying such principles, a court, among other things, might not allow a
creditor to accelerate the maturity of a debt, to realize upon any security for the
payment of such debt upon the occurrence of a default deemed immaterial, or to
exercise any right of set-off with respect to debt which is neither matured nor
accelerated, or might decline to order the applicable Loan Party to specifically
perform covenants. Insofar as provisions provide for indemnification, the enforcement
thereof may be limited by public policy considerations. Such opinions are further
subject to the qualification that certain remedial provisions of the Loan Documents
are or may be unenforceable in whole or in part under the laws of the State of New
York, but the inclusion of such provisions does not affect the validity of any Loan
Document in which any such provision is included, and such Loan Documents contain
adequate provisions for enforcing payment of the obligations thereunder and for the
practical realization of the rights and benefits afforded thereby.
 B.
    
    When used in this opinion, the phrase to our knowledge means the current actual
knowledge of attorneys within our firm who are actively involved in representing the
Loan Parties in connection with the matters referred to herein.
 C.
    
    We express no opinion as to (i) any provisions of the Loan Documents insofar as they
relate to (1) the subject matter jurisdiction of the federal courts to adjudicate any
controversy relating to the Loan Documents, (2) the waiver of defenses and the waiver
of inconvenient forum, (3) the waiver of the right to a jury trial or (4) rights of
set-off or (ii) any provisions of any Loan Document which purport to provide for a
rate of interest after judgment.
  I-5




---



##### 



I-6




---



##### 



SCHEDULE I
 NON-TENANT SUBSIDIARY GUARANTORS
 JURISDICTION
    
    JURISDICTIONSOF
    
    OF FOREIGNNAME
    
    FORMATION
    
    QUALIFICATIONBloodstone TRS, Inc.
    
    Delaware
    
    N/ADiamondRock
Alpharetta Owner, LLC
    
    Delaware
    
    GeorgiaDiamondRock Boston Owner, LLC
    
    Delaware
    
    MassachusettsDiamondRock Buckhead Owner, LLC
    
    Delaware
    
    GeorgiaDiamondRock Chicago Conrad Owner, LLC
    
    Delaware
    
    IllinoisDiamondRock Oak Brook Owner, LLC
    
    Delaware
    
    IllinoisDiamondRock Sonoma Owner, LLC
    
    Delaware
    
    CaliforniaDiamondRock Torrance Owner, LLC
    
    Delaware
    
    CaliforniaDiamondRock Vail Owner, LLC
    
    Delaware
    
    ColoradoNoble-DiamondRock Perimeter Center Owner, LLC
    
    Delaware
    
    Georgia
  I-7




---



##### 



SCHEDULE II
 TENANT SUBSIDIARY GUARANTORS
 NAME
           I-8




---



##### 



[if such is not the case, specify
such Default or Event of Default and its nature, when it occurred and whether it is continuing and
the steps being taken by the Borrower with respect to such event, condition or failure]
   J-1




---



##### 



Name:Title:
  J-2




---



##### 



Schedule 1
 [Calculations to be Attached]
  J-3