Exhibit 10.2


 


Execution Version


 


Loan Number: 1008459


 


TENTH AMENDMENT TO
TERM LOAN AGREEMENT


 


THIS TENTH AMENDMENT TO TERM
LOAN AGREEMENT (this “Amendment”), dated as of June 10, 2021, is made by and between RLJ LODGING TRUST, L.P., a limited
partnership formed under the laws of the State of Delaware (the “Borrower”), RLJ LODGING TRUST, a Maryland real estate
investment trust (the “Parent Guarantor”), each of the undersigned Subsidiary Guarantors (as defined in the Amended
Term Loan Agreement (as defined below)), the Lenders party hereto (the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent (the “Administrative Agent”).


 


WHEREAS, the Borrower, the
Parent Guarantor, the Administrative Agent and the financial institutions initially a signatory to the Existing Term Loan Agreement (as
defined below) together with their successors and assigns under Section 13.6 of the Existing Term Loan Agreement have entered
into that certain Term Loan Agreement dated as of November 20, 2012, as amended by the First Amendment to Term Loan Agreement, dated as
of August 27, 2013, the Second Amendment to Term Loan Agreement, dated as of June 1, 2015, the Third Amendment to Term Loan Agreement,
dated as of November 12, 2015, the Fourth Amendment to Term Loan Agreement and First Amendment to Guaranty, dated as of April 22, 2016,
the Fifth Amendment to Term Loan Agreement, dated as of August 31, 2017, the Sixth Amendment to Term Loan Agreement, dated as of January
25, 2018, the Seventh Amendment to Term Loan Agreement, dated as of December 18, 2019, the Eighth Amendment to Term Loan Agreement, dated
as of June 24, 2020, and the Ninth Amendment to Term Loan Agreement, dated as of December 10, 2020 (as the same may be amended,
restated, supplemented or otherwise modified from time to time prior to the date hereof, collectively, the “Existing Term Loan
Agreement”). Capitalized terms used herein and not defined herein have the meanings provided in the Amended Term Loan Agreement)
(as defined below);


 


WHEREAS, the Borrower and
the Parent Guarantor have requested that the Administrative Agent and the Lenders amend certain terms and conditions of the Existing Term
Loan Agreement as described herein; and


 


WHEREAS, the Administrative
Agent and the Lenders party to this Amendment (which Lenders comprise the Requisite Lenders under the Existing Term Loan Agreement) have
agreed to so amend certain terms and conditions of the Existing Term Loan Agreement and to make certain agreed upon modifications on the
terms and conditions set forth below in this Amendment.


 


NOW THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby
agree as follows:


 






     


     


    

 


1.                 
Amendments to Existing Term Loan Agreement. Effective as set forth in Section 2 below, the Existing Term Loan
Agreement (including Schedule II and Exhibit J thereto) is hereby amended as set forth in the marked terms on Exhibit A 1 attached
hereto (the “Amended Term Loan Agreement”). In Exhibit A-1 hereto, deletions of text in the Amended Term Loan
Agreement are indicated by struck-through text, and insertions of text are indicated by bold,
double-underlined text. Exhibit A-2 attached hereto sets forth a clean copy of the Amended Term Loan Agreement,
after giving effect to such amendments. As so amended, the Existing Term Loan Agreement shall continue in full force and effect.


 


2.                 
Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction or waiver of the following
conditions precedent (and, with respect to the conditions precedent set forth in clauses (a)(xi), (a)(xii) and (c) below, the satisfaction
or waiver of such conditions by no later than the date that is thirty (30) days after the date hereof):


 


(a)              
The Administrative Agent shall have received:


 


		(i)	counterparts of this Amendment duly executed and delivered by the Borrower and the other Loan Parties,
the Administrative Agent and the Requisite Lenders;



 


		(ii)	[intentionally omitted];



 


		(iii)	the certificate or articles of incorporation or formation, articles of organization, certificate of limited
partnership or other comparable organizational document (if any) of each Loan Party certified as of a date not earlier than fifteen (15)
days prior to the date hereof by the Secretary of State of the state of formation of such Loan Party (except that, if any such document
relating to any Loan Party delivered to the Administrative Agent pursuant to the Existing Term Loan Agreement has not been modified or
amended since the effective date of the Ninth Amendment and remains in full force and effect, a certificate of the Secretary or Assistant
Secretary (or other individual performing similar functions) of such Subsidiary Guarantor so stating may be delivered in lieu of delivery
of a current certified copy of such document);



 


		(iv)	a certificate of good standing (or certificate of similar meaning) with respect to each of the Parent
Guarantor and the Borrower issued as of a date not earlier than fifteen (15) days prior to the date hereof by the Secretary of State of
the state of formation of each such Loan Party and certificates of qualification to transact business or other comparable certificates
issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which such
Loan Party is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse
Effect;



 


		(v)	a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing
similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver this Amendment;



 






    2


     


    

 





		(vi)	copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions)
of each Loan Party of (A) the by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company,
the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity
(except that, if any such document delivered to the Administrative Agent pursuant to the Existing Term Loan Agreement has not been modified
or amended since the effective date of the Ninth Amendment and remains in full force and effect, a certificate so stating may be delivered
in lieu of delivery of another copy of such document) and (B) all corporate, partnership, member or other necessary action taken
by such Loan Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party;



 


		(vii)	a certificate of a Responsible Officer of the Parent Guarantor or the Borrower certifying as to the conditions
set forth in Section 6.2.(a), (b) and (d) of the Amended Term Loan Agreement on the date hereof and after giving
effect to this Amendment and the transactions contemplated hereby;



 


		(viii)	[intentionally omitted];



 


		(ix)	all other fees and other amounts due and payable on or prior to the date hereof, including reimbursement
or payment of all reasonable and documented out-of-pocket expenses (including fees and reasonable and documented out-of-pocket expenses
of counsel for the Administrative Agent) required to be reimbursed or paid by the Borrower in connection with this Amendment;



 


		(x)	a copy of a duly executed amendment to each of the Revolving Credit Agreement and the Capital One Term
Loan Agreement, consistent with the modifications contemplated hereby;



 


		(xi)	a copy of a duly executed joinder to the Covenant Relief Intercreditor Agreement substantially in the
form of Exhibit A thereto, executed by the Credit Agreement Representative with respect to the Permitted 2021 HY Debt; and



 


		(xii)	evidence that a certificate of a Responsible Officer of the Borrower certifying as to the matters set
forth in clauses (2)(a) and (2)(b) of the definition of “Credit Agreement Debt” as set forth in the Covenant Relief Intercreditor
Agreement has been delivered to the Collateral Agent.



 


(b)              
In the good faith and reasonable judgment of the Administrative Agent:


 






    3


     


    

 


		(i)	there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event,
condition, situation or status since the date of the information contained in the financial and business projections, budgets, pro forma
data and forecasts concerning the Borrower and its Subsidiaries most recently delivered
to the Administrative Agent and the Lenders prior to the date hereof that has had or could reasonably be expected to result in a Material
Adverse Effect (which determination shall exclude any event or circumstance resulting from the COVID-19 pandemic to the extent that such
event or circumstance has been disclosed in writing by the Borrower to Administrative Agent or publicly, or in the public domain);



 


		(ii)	no litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall
be pending or threatened in writing which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain
or enjoin, impose materially burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any
other Loan Party to fulfill its obligations under this Amendment and the Loan Documents to which it is a party;



 


		(iii)	the Borrower and the other Loan Parties shall have received all approvals, consents and waivers, and shall
have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the
occurrence of any default under, conflict with or violation of (A) any Applicable Law or (B) any material agreement, document
or instrument to which any Loan Party is a party or by which any of them or their respective properties is bound; and



 


		(iv)	the Borrower and each other Loan Party shall have provided (i) all information requested by the Administrative
Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations,
including without limitation, the Patriot Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under
the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.



 


(c)              
The Borrower shall have applied, or made arrangements reasonably satisfactory to the Administrative Agent to apply upon receipt
thereof and in any event no later than the date of such receipt (which date of such receipt shall be the effective date hereunder, provided
that all other applicable conditions above are satisfied as of such date), Net Proceeds of the Permitted 2021 HY Debt in an aggregate
amount of not less than Two Hundred Fifty Million Dollars ($250,000,000) to repay certain Indebtedness of the Parent and its Subsidiaries
in accordance with Section 2.8(b)(iv)(D) of the Amended Term Loan Agreement; provided, however, that up to One Hundred
Fifty Million Dollars ($150,000,000) of such Net Proceeds (the “Escrowed Proceeds”), to the extent designated by the
Borrower to repay all or a portion of the 2022 CMBS Secured Indebtedness, may be funded into a segregated account held with the Administrative
Agent pending application to the repayment of such 2022 CMBS Secured Indebtedness as set forth in Section 3 below.


 


The Administrative Agent shall
notify in writing the Borrower and the Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and binding.


 









    4


     


    

 


3.                 
 Post-Closing Prepayment. All Escrowed Proceeds shall be applied by the Borrower to the repayment or defeasance of the 2022
CMBS Secured Indebtedness within fifteen (15) days of the date of receipt of the Net Proceeds of the Permitted 2021 HY Debt. A breach
of this Section 3 shall constitute an immediate Event of Default under the Amended Term Loan Agreement.


 


4.                 
Representations and Warranties. The Borrower and the Parent Guarantor each hereby certifies that: (a)  no Default or
Event of Default exists as of the date hereof or would exist immediately, in each case, after giving effect to this Amendment; (b) the
representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party
is a party are true and correct in all material respects (unless any such representation and warranty is qualified by materiality, in
which event such representation and warranty is true and correct in all respects) on and as of the date hereof, except to the extent that
such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were
true and correct in all material respects (unless any such representation and warranty is qualified by materiality, in which event such
representation and warranty was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances
permitted under the Loan Documents; (c) no consent, approval, order or authorization of, or registration or filing with, any third
party (other than any required filing with the SEC, which the Borrower agrees to file in a timely manner or filings or recordations required
in connection with the perfection of any Lien on the Collateral in favor of the Administrative Agent) is required in connection with the
execution, delivery and carrying out of this Amendment or, if required, has been obtained; and (d) this Amendment has been duly authorized,
executed and delivered so that it constitutes the legal, valid and binding obligation of the Borrower and the Parent Guarantor, enforceable
in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights
of creditors generally and the availability of equitable remedies for the enforcement of certain obligations contained herein and as may
be limited by equitable principles generally. The Borrower and the Parent Guarantor each confirms that the Obligations remain outstanding
without defense, set off, counterclaim, discount or charge of any kind as of the date of this Amendment. Except as expressly provided
herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document,
a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Lenders’ or the Administrative
Agent’s rights and remedies (all of which are hereby reserved).


 


5.                 
Intentionally Omitted.


 


6.                  Ratification.
Without in any way establishing a course of dealing by the Administrative Agent or any Lender, the Borrower, the Parent Guarantor
and each Subsidiary Guarantor each hereby reaffirms and confirms its obligations under the Amended Term Loan Agreement, the Guaranty
(solely with respect to the Parent Guarantor and the Subsidiary Guarantors) and the other Loan Documents to which it is a party and
each and every such Loan Document executed by the undersigned in connection with the Existing Term Loan Agreement remains in full
force and effect and is hereby reaffirmed, ratified and confirmed. This Amendment is not intended to and shall not constitute a
novation. All references to the Existing Term Loan Agreement contained in the above-referenced documents shall be a reference to
the Amended Term Loan Agreement and as the same may from time to time hereafter be amended, restated, supplemented or otherwise
modified.


 






    5


     


    

 


7.                 
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


8.                 
Counterparts. To facilitate execution, this Amendment and any amendments, waivers, consents or supplements may be executed
in any number of 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 document to produce or account for more than a single
counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.


 


9.                 
Headings. The headings of this Amendment are provided for convenience of reference only and shall not affect its construction
or interpretation.


 


10.             
Miscellaneous. This Amendment shall constitute a Loan Document under the Amended Term Loan Agreement. This Amendment expresses
the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall
limit, modify, or otherwise affect the provisions hereof. Any determination that any provision of this Amendment or any application hereof
is invalid, illegal, or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of
such provision in any other instance, or the validity, legality, or enforceability of any other provisions of this Amendment. Each of
the Borrower and the Parent Guarantor represents and warrants that it has consulted with independent legal counsel of its selection in
connection herewith and is not relying on any representations or warranties of the Administrative Agent or its counsel in entering into
this Amendment.


 


11.             
Litigation; Jurisdiction; Other Matters; Waivers. The terms and provisions of Section 13.5 of the Existing Term
Loan Agreement are incorporated herein by reference, mutatis mutandis, as though fully set forth herein, and the parties hereto
agree to such terms.


 


REST OF PAGE INTENTIONALLY LEFT BLANK


 






    6


     


    

 





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


 


	 	BORROWER:
	 	 	 
	 	RLJ LODGING TRUST, L.P.,
	 	a Delaware limited partnership
	 	 	 
	 	By:	 RLJ Lodging Trust,
	 	 	a Maryland real estate investment trust,
	 	 	its sole general partner
	 	 	 
	 	By: 	/s/ Leslie D. Hale
	 	 	Name:	Leslie D. Hale
	 	 	Title:	President and Chief Executive Officer
	 	 	 
	 	PARENT GUARANTOR:
	 	 	 
	 	RLJ LODGING TRUST,
	 	a Maryland real estate investment trust
	 	 	 
	 	By:	 /s/ Leslie D. Hale
	 	 	Name:	Leslie D. Hale
	 	 	Title:	President and Chief Executive Officer



 


RLJ – Tenth Amendment to Term Loan Agreement


 






    


     


    

 




	 	SUBSIDIARY GUARANTORS:
	 	 	 
	 	RLJ III – C BUCKHEAD, INC.,
	 	a Texas corporation
	 	 	 
	 	By: 	/s/ Leslie D. Hale
	 	 	Name:	Leslie D. Hale
	 	 	Title:	President and Treasurer
	 	 	 
	 	RLJ III – EM WEST PALM BEACH, INC.,
	 	a Texas corporation
	 	 	 
	 	By: 	/s/ Leslie D. Hale
	 	 	Name:	Leslie D. Hale
	 	 	Title:	President and Treasurer
	 	 	 
	 	RLJ III – MH DENVER AIRPORT, INC.,
	 	a Delaware corporation
	 	 	 
	 	By: 	/s/ Leslie D. Hale
	 	 	Name:	Leslie D. Hale
	 	 	Title:	President and Treasurer
	 	 	 
	 	EACH OF THE SUBSIDIARY GUARANTORS

                    LISTED ON ANNEX I HERETO

	 	 	 
	 	By: 	RLJ LODGING TRUST, L.P.,
	 	a Delaware limited partnership,  the direct or indirect holder of all controlling interests in such Subsidiary Guarantor
	 	 	 
	 	By:  RLJ LODGING TRUST, a Maryland real estate investment trust, its sole general partner
	 	 
	 	By: 	/s/ Leslie D. Hale
	 	 	Name:	Leslie D. Hale
	 	 	Title:	President and Chief Executive Officer



 


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RLJ – Tenth Amendment to Term Loan Agreement


 






    


     


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
	 	 
	 	By:	/s/ Mark F. Monahan
	 		Name: 	Mark F. Monahan
	 	 	Title: 	Director



 


[Signatures Continued on Next Page]


 


RLJ – Tenth Amendment to Term Loan Agreement


 






    


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as Syndication Agent and as a Lender
	 	 	 	 
	 	By:	/s/ Katie Chowdhry
	 	 	Name: 	Katie Chowdhry
	 	 	Title:	Senior Vice President



 


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RLJ – Tenth Amendment to Term Loan Agreement


 






    


     


    

 


	 	CAPITAL ONE, N.A., as Lender
	 	 
	 	By:	/s/ Jessica W. Phillips
	 	 	Name: 	 Jessica W. Phillips
	 	 	Title:	Authorized Signatory



 


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RLJ – Tenth Amendment to Term Loan Agreement


 






    


     


    

 


	 	REGIONS BANK, as Lender
	 	 
	 	By: 	/s/ Ghi S. Gavin
	 	 	Name: 	 Ghi S. Gavin
	 	 	Title:	Senior Vice President



 


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RLJ – Tenth Amendment to Term Loan Agreement


 






    


     


    

 



 


	 	BBVA USA, as a Lender




 


	 	By:	/s/ Don Byerly
	 	 	Name:	Don Byerly
	 	 	Title:	Executive Vice President




 





[Signatures Continued on Next Page]


 


RLJ – Tenth Amendment to Term Loan Agreement


 






     


     


    

 


	 	RAYMOND JAMES BANK, N.A., as a Lender




 





	 	By:	/s/ Matt Stein
	 	 	Name:	Matt Stein
	 	 	Title:	Senior Vice President


 


[Signatures Continued on Next Page]


 


RLJ – Tenth Amendment to Term Loan Agreement


 






     


     


    

 


	 	ROYAL BANK OF CANADA, as Lender




 





	 	By:	/s/ Jake Sigmund
	 	 	Name:	Jake Sigmund
	 	 	Title:	Authorized Signatory


 


[Signatures Continued on Next Page]


 


RLJ – Tenth Amendment to Term Loan Agreement


 






     


     


    

 


	 	TRUIST BANK, f/k/a BRANCH BANKING AND

 TRUST COMPANY, as Lender




 





	 	By:	/s/ Brad Bowen
	 	 	Name:	Brad Bowen
	 	 	Title:	Managing Director


 


RLJ – Tenth Amendment to Term Loan Agreement


 






     


     


    

 


ANNEX I


 


SUBSIDIARY GUARANTORS


 


	 	Subsidiary GuarantorS
	1.            	RLJ C Charleston HD, LLC
	2.            	RLJ C HOUSTON HUMBLE, LP
	3.            	RLJ C NY Upper Eastside, LLC
	4.            	RLJ C PORTLAND DT, LLC
	5.            	RLJ C WAIKIKI, LLC
	6.            	RLJ CABANA MIAMI BEACH, LLC
	7.            	RLJ DBT KEY WEST, LLC
	8.            	RLJ EM IRVINE, LP
	9.            	RLJ EM Waltham, LLC
	10.        	RLJ HGN Emeryville, LP
	11.        	RLJ HP Fremont, LP
	12.        	RLJ HY ATLANTA MIDTOWN, LLC
	13.        	RLJ HyH San Diego, LP
	14.        	RLJ HyH San Jose, LP
	15.        	RLJ HyH San Ramon, LP
	16.        	RLJ HyH Woodlands, LP
	17.        	RLJ II – C HAMMOND, LLC
	18.        	RLJ II – C MIDWAY, LLC
	19.        	RLJ II – F CHERRY CREEK, LLC
	20.        	RLJ II – F HAMMOND, LLC
	21.        	RLJ II – F KEY WEST, LLC
	22.        	RLJ II – F MIDWAY, LLC
	23.        	RLJ II – HA GARDEN CITY, LLC
	24.        	RLJ II – HA MIDWAY, LLC
	25.        	RLJ II – HG MIDWAY, LLC
	26.        	RLJ II - HOLX Midway, LLC
	27.        	RLJ II – INDY CAPITOL HOTELS, LLC
	28.        	RLJ II – MH DENVER S, LLC
	29.        	RLJ II – MH MIDWAY, LLC
	30.        	RLJ II – R HAMMOND, LLC
	31.        	RLJ II – R HOUSTON GALLERIA, LP
	32.        	RLJ II – R LOUISVILLE DT KY, LLC
	33.        	RLJ II – R MERRILLVILLE, LLC
	34.        	RLJ II – RH BOULDER, LLC
	35.        	RLJ II – RH PLANTATION, LLC
	36.        	RLJ II – S WESTMINSTER, LLC



 






     


     


    

 


	37.        	RLJ II – SLE MIDWAY, LLC
	38.        	RLJ III – DBT Metropolitan Manhattan, LP
	39.        	RLJ III – EM Fort Myers, LLC
	40.        	RLJ III – EM Tampa DT, LLC
	41.        	RLJ III – HG New Orleans Convention Center, LLC
	42.        	RLJ III – HGN Hollywood, LP
	43.        	RLJ III – HGN Pittsburgh, LP
	44.        	RLJ III – R National Harbor, LLC
	45.        	RLJ III – St. Charles Ave Hotel, LLC
	46.        	RLJ R Atlanta Midtown, LLC
	47.        	RLJ R HOUSTON HUMBLE, LP
	48.        	RLJ S Hillsboro, LLC
	49.        	RLJ C San francisco, lp
	50.        	rlj hp washington dc, llc
	51.        	rlj s houston humble, lp
	52.        	RLJ C HOUSTON HUMBLE GENERAL PARTNER, LLC
	53.        	RLJ EM IRVINE GENERAL PARTNER, LLC
	54.        	RLJ HP FREMONT GENERAL PARTNER, LLC
	55.        	RLJ HYH SAN DIEGO GENERAL PARTNER, LLC
	56.        	RLJ HYH SAN JOSE GENERAL PARTNER, LLC
	57.        	RLJ HYH SAN RAMON GENERAL PARTNER, LLC
	58.        	RLJ HYH WOODLANDS GENERAL PARTNER, LLC
	59.        	RLJ II SENIOR MEZZANINE BORROWER, LLC
	60.        	RLJ II JUNIOR MEZZANINE BORROWER, LLC
	61.        	RLJ II – R HOUSTON GALLERIA GENERAL PARTNER, LLC
	62.        	RLJ III – C BUCKHEAD PARENT, LLC
	63.        	RLJ III – EM WEST PALM BEACH PARENT, LLC
	64.        	RLJ III – HGN HOLLYWOOD GENERAL PARTNER, LLC
	65.        	RLJ R HOUSTON HUMBLE GENERAL PARTNER, LLC
	66.        	RLJ C SAN FRANCISCO GENERAL PARTNER, LLC
	67.        	RLJ S HOUSTON HUMBLE GENERAL PARTNER, LLC
	68.        	RLJ III – DBT MET MEZZ BORROWER, LP
	69.        	RLJ III – DBT METROPOLITAN MANHATTAN GP, LLC
	70.        	RLJ III – DBT MET MEZZ BORROWER GP, LLC
	71.        	DBT MET HOTEL VENTURE, LP
	72.        	DBT MET HOTEL VENTURE GP, LLC
	73.        	RLJ III – DBT MET HOTEL PARTNER, LLC
	74.        	RLJ HGN EMERYVILLE GENERAL PARTNER, LLC
	75.        	RLJ III – HGN PITTSBURGH GENERAL PARTNER, LLC
	76.        	RLJ II – CR AUSTIN DT, LP
	77.        	RLJ II – CR AUSTIN DT GENERAL PARTNER, LLC
	78.        	RLJ III – HS WASHINGTON DC, LLC
	79.        	RLJ R BETHESDA, LLC
	80.        	RLJ II – MH LOUISVILLE DT, LLC
	81.        	RLJ III – MH DENVER AIRPORT PARENT, LLC



 






     


     


    

 


EXHIBIT A-1


 


Marked
AMENDED TERM LOAN Agreement


 


See attached.


 






     


     


    


 


CONFORMED COPY THROUGH NINTHTENTH
AMENDMENT TO TERM LOAN AGREEMENT, DATED DECEMBERJUNE
10, 20202021


 





	 	Execution Version



 


TERM LOAN AGREEMENT


 


Dated as of November 20, 2012


 


by and among


 


RLJ LODGING TRUST, L.P.,

as Borrower,


 


RLJ LODGING TRUST,

as Parent Guarantor,


 


THE FINANCIAL INSTITUTIONS PARTY HERETO

AND THEIR ASSIGNEES UNDER SECTION 13.6,

as Lenders,


 


WELLS FARGO BANK, NATIONAL
ASSOCIATION,

as Administrative Agent,



PNC BANK, NATIONAL ASSOCIATION,

as Syndication Agent,



CAPITAL ONE, N.A., and BBVA USA,

as Documentation Agents,



RAYMOND JAMES BANK,

as Managing Agent,



and

  


WELLS FARGO SECURITIES LLC, PNC CAPITAL MARKETS
LLC, CAPITAL ONE,

 NATIONAL ASSOCIATION and BBVA USA,

 as Joint Lead Arrangers and Joint Bookrunners





 


 






     


     


    

 


TABLE OF CONTENTS


 	Article I. Definitions	1
	 	 	 
	Section 1.1	Definitions	1
	Section 1.2	General; References to New York City Time	5152
	Section 1.3	Rates	5253
	Section 1.4	Divisions	5254
	Section 1.5	Post Covenant Relief Period Termination Date Calculations	5254
	 	 	 
	Article II. LOAN Facility	5355
	 	 	 
	Section 2.1	Loan	5356
	Section 2.2	Intentionally Omitted	5457
	Section 2.3	Intentionally Omitted	5457
	Section 2.4	Intentionally Omitted	5457
	Section 2.5	Rates and Payment of Interest on the Loan	5457
	Section 2.6	Number of Interest Periods	5558
	Section 2.7	Repayment of the Loan	5658
	Section 2.8	Prepayments	5658
	Section 2.9	Continuation	5964
	Section 2.10	Conversion	6064
	Section 2.11	Notes	6065
	Section 2.12	Intentionally Omitted	6166
	Section 2.13	Intentionally Omitted	6166
	Section 2.14	Intentionally Omitted	6166
	Section 2.15	Amount Limitations	6166
	Section 2.16	Increase in Commitments	6166
	Section 2.17	Funds Transfer Disbursements	6468
	 	 	 
	Article III. Payments, Fees and Other General Provisions	6468
	 	 	 
	Section 3.1	Payments	6468
	Section 3.2	Pro Rata Treatment	6569
	Section 3.3	Sharing of Payments, Etc.	6569
	Section 3.4	Several Obligations	6570
	Section 3.5	Fees	6670
	Section 3.6	Computations	6670
	Section 3.7	Usury	6670
	Section 3.8	Statements of Account	6671
	Section 3.9	Defaulting Lenders	6771
	Section 3.10	Foreign Lenders; Taxes	6872
	 	 	 
	Article IV. Borrowing Base Properties	7276
	 	 	 
	Section 4.1	Eligibility of Properties	7277
	Section 4.2	Intentionally Omitted	7377
	Section 4.3	Removal of Properties	7377
	 	 	 
	Article V. Yield Protection, Etc.	7378
	 	 
	Section 5.1	Additional Costs; Capital Adequacy	7378



 






     


     


    





 


	Section 5.2	Suspension of LIBOR Loans	7580
	Section 5.3	Illegality	7680
	Section 5.4	Compensation	7680
	Section 5.5	Treatment of Affected Loans	7781
	Section 5.6	Affected Lenders	7782
	Section 5.7	Change of Lending Office	7883
	Section 5.8	Assumptions Concerning Funding of LIBOR Loans	7883
	 	 	 
	Article VI. Conditions Precedent	7883
	 	 	 
	Section 6.1	Initial Conditions Precedent	7983
	Section 6.2	Additional Conditions Precedent to Loan	8185
	Section 6.3	Conditions as Covenants	8186
	 	 	 
	Article VII. Representations and Warranties	8286
	 	 	 
	Section 7.1	Representations and Warranties	8286
	Section 7.2	Survival of Representations and Warranties, Etc.	8994
	 	 	 
	Article  VIII. Affirmative Covenants	8994
	 	 	 
	Section 8.1	Preservation of Existence and Similar Matters	9094
	Section 8.2	Compliance with Applicable Law	9094
	Section 8.3	Maintenance of Property	9095
	Section 8.4	Conduct of Business	9095
	Section 8.5	Insurance	9095
	Section 8.6	Payment of Taxes and Claims	9195
	Section 8.7	Books and Records; Inspections	9196
	Section 8.8	Use of Proceeds	9196
	Section 8.9	Environmental Matters	9296
	Section 8.10	Further Assurances	9297
	Section 8.11	Material Contracts	9297
	Section 8.12	REIT Status	9397
	Section 8.13	Exchange Listing	9397
	Section 8.14	Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances	9397
	Section 8.15	Investment Grade Release; Collateral Release Upon Termination of Collateral Period	96100
	Section 8.16	Covenant Relief Pledged Collateral Period Requirements	97102
	Section 8.17	Compliance with Anti-Corruption Laws and Sanctions	99103
	 	 	 
	Article IX. Information	99103
	 	 	 
	Section 9.1	Quarterly Financial Statements	99103
	Section 9.2	Year End Statements	99104
	Section 9.3	Compliance Certificates	100104
	Section 9.4	Other Information	100105
	Section 9.5	Electronic Delivery of Certain Information	104108
	Section 9.6	Public/Private Information	104109
	Section 9.7	Patriot Act Notice; Compliance	105109


 






    - ii -


     


    




 


	Article X. Negative Covenants	105109
	 	 	 
	Section 10.1	Financial Covenants	105109
	Section 10.2	Restrictions on Liens, Negative Pledges, Investments and Indebtedness	108113
	Section 10.3	Restrictions on Intercompany Transfers	108113
	Section 10.4	Merger, Consolidation, Sales of Assets and Other Arrangements	109114
	Section 10.5	Plans	111115
	Section 10.6	Fiscal Year	111115
	Section 10.7	Modifications of Organizational Documents	111115
	Section 10.8	Transactions with Affiliates	111116
	Section 10.9	Environmental Matters	111116
	Section 10.10	Derivatives Contracts	112116
	Section 10.11	Use of Proceeds	112116
	Section 10.12	Additional Covenants during Restriction Period	112117
	Section 10.13	Additional Covenant during Leverage Relief Period	116122
	 	 	 
	Article XI. Default	117123
	 	 	 
	Section 11.1	Events of Default	117123
	Section 11.2	Remedies Upon Event of Default	121127
	Section 11.3	Intentionally Omitted	122128
	Section 11.4	Marshaling; Payments Set Aside	122128
	Section 11.5	Allocation of Proceeds	122128
	Section 11.6	Intentionally Omitted	123129
	Section 11.7	Rescission of Acceleration by Requisite Lenders	123129
	Section 11.8	Performance by Administrative Agent	124130
	Section 11.9	Rights Cumulative	124130
	 	 	 
	Article  XII. The Administrative Agent	125131
	 	 	 
	Section 12.1	Appointment and Authorization	125131
	Section 12.2	Wells Fargo as Lender	126132
	Section 12.3	Approvals of Lenders	127133
	Section 12.4	Notice of Events of Default	127133
	Section 12.5	Administrative Agent’s Reliance	127133
	Section 12.6	Indemnification of Administrative Agent	128134
	Section 12.7	Lender Credit Decision, Etc.	129135
	Section 12.8	Successor Administrative Agent	130136
	Section 12.9	Titled Agents	131137
	Section 12.10	Specified Derivatives Contracts	131137
	Section 12.11	Rates	131137
	Section 12.12	Additional ERISA Matters	131137
	Section 12.13	Erroneous Payments	139
	 	 	 
	Article XIII. Miscellaneous	133141
	 	 	 
	Section 13.1	Notices	133141
	Section 13.2	Expenses	135143
	Section 13.3	Stamp and Intangible Taxes	135143
	Section 13.4	Setoff	136144


 






    
                                                                                      - iii -


     


    




 


	Section 13.5	Litigation; Jurisdiction; Other Matters; Waivers	136144
	Section 13.6	Successors and Assigns	137145
	Section 13.7	Amendments and Waivers	142150
	Section 13.8	Nonliability of Administrative Agent and Lenders	146154
	Section 13.9	Confidentiality	146154
	Section 13.10	Indemnification	147155
	Section 13.11	Termination; Survival	150158
	Section 13.12	Severability of Provisions	150158
	Section 13.13	GOVERNING LAW	150158
	Section 13.14	Counterparts	150158
	Section 13.15	Obligations with Respect to Loan Parties	151159
	Section 13.16	Independence of Covenants	151159
	Section 13.17	Limitation of Liability	151159
	Section 13.18	Entire Agreement	151159
	Section 13.19	Construction	151159
	Section 13.20	Headings	152160
	Section 13.21	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	 
	Section 13.22	Acknowledgement Regarding Any Supported QFCs	152160


 





	SCHEDULE I	Lenders and Commitments
	SCHEDULE II	Prepayment Waterfall
	SCHEDULE 1.1	List of Loan Parties and Non-Loan Party BB Property Subsidiaries
	SCHEDULE 1.2	Permitted Liens
	SCHEDULE 4.1	Initial Borrowing Base Properties
	SCHEDULE 7.1(b)	Ownership Structure
	SCHEDULE 7.1(f)	Properties
	SCHEDULE 7.1(g)	Indebtedness and Guaranties
	SCHEDULE 7.1(h)	Material Contracts
	SCHEDULE 7.1(i)	Litigation
	SCHEDULE 11.1(d)	Certain Non-Recourse Indebtedness
	 	 
	EXHIBIT A	Form of Assignment and Assumption Agreement
	EXHIBIT B	Form of Notice of Borrowing
	EXHIBIT C	Form of Notice of Continuation
	EXHIBIT D	Form of Notice of Conversion
	EXHIBIT E	Form of Guaranty
	EXHIBIT F	Form of Note
	EXHIBIT G	Form of Disbursement Instruction Agreement
	EXHIBIT H	Form of Compliance Certificate
	EXHIBITS I-1 – I-4	Forms of U.S. Tax Compliance Certificates
	EXHIBIT J	Benchmark Replacement Provisions
	EXHIBIT K	Form of Liquidity Compliance Certificate



 






    
                                                                                      - iv - 


     


    








 


THIS TERM LOAN AGREEMENT as
amended, supplemented or otherwise modified from time to time, (this “Agreement”) dated as of November 20, 2012 by and among
RLJ LODGING TRUST, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), RLJ LODGING
TRUST, a Maryland real estate investment trust (“Parent Guarantor”), each of the financial institutions initially a signatory
hereto together with their successors and assignees under Section 13.6. (the “Lenders”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Administrative Agent (“Administrative Agent”).


 


WHEREAS, the Lenders and Administrative
Agent desire to make a $125,000,000 term loan to Borrower subject to the terms and conditions contained herein.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby
agree as follows:


 


Article
I. Definitions


 


Section 1.1          
Definitions.


 


In addition to terms defined
elsewhere herein, the following terms shall have the following meanings for the purposes of this Agreement:


 


“2022 CMBS Secured
Indebtedness” shall mean the securitized asset-level Secured Indebtedness of certain Subsidiaries of the Parent, in the aggregate
outstanding principal balance as of September 30, 2020, of approximately $144,500,000, maturing in 2022, and encumbering the following
Properties: (i) Residence Inn Palo Alto Los Altos, located in Los Altos, CA, (ii) the Embassy Suites Birmingham, located in Birmingham,
AL, (iii) the Embassy Suites Fort Lauderdale 17th Street, located in Fort Lauderdale, FL, (iv) the Embassy Suites Minneapolis
 – Airport, located in Bloomington MN, and (v) the Embassy Suites Deerfield Beach – Resort & Spa, located in Deerfield
Beach, FL.


 


“Accepting Lenders”
has the meaning given that term in Section 13.7(d).


 


“Accession Agreement”
means an Accession Agreement substantially in the form of Annex I to the Guaranty.


 


“Acquisition”
means any acquisition, or any series of related acquisitions, consummated on or after the Amendment No. 8 Effective Date, by which any
Loan Party or any of its Subsidiaries (a) acquires any business or all or substantially all of the assets of any Person, or business unit,
line of business or division thereof, whether through purchase of assets, exchange, issuance of stock or other equity or debt securities,
merger, reorganization, amalgamation, division or otherwise or (b) directly or indirectly acquires (in one transaction or as the most
recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have
ordinary voting power for the election of members of the board of directors or the equivalent governing body (other than securities having
such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership
interests of a partnership or limited liability company.


 


“Additional Costs”
has the meaning given that term in Section 5.1(b).


 






     


    


    




 


“Additional Loan
Advance” means an advance made by an Additional Lender pursuant to Section 2.16(c). From and after the making of an Additional
Loan Advance, such Additional Loan Advance shall comprise a portion of the Loan.


 


“Additional Commitment”
means the obligation of an Additional Lender to make an Additional Loan Advance in accordance with Section 2.16(c).


 


“Additional Lender”
means a Lender (whether a then existing Lender or a new Lender) that agrees to make an Additional Loan Advance pursuant to Section
2.16. From and after the making of its Additional Loan Advance, an Additional Lender shall be a Lender for all purposes hereunder.


 


“Adjusted EBITDA”
means, for any given period, (a) the EBITDA of the Parent Guarantor and its Subsidiaries determined on a consolidated basis for such
period minus (b) the sum of (i) FF&E Reserves for all Hotel Properties of the Parent Guarantor and its Subsidiaries for
such period and (ii) the Parent Guarantor’s and its Subsidiaries’ Ownership Share of the FF&E Reserves for all Hotel Properties
of their Unconsolidated Affiliates for such period.


 


“Adjusted Net Operating
Income” or “Adjusted NOI” means, for any period, the Net Operating Income of the applicable Hotel Properties
for such period, subject to the following adjustments:


 


		(a)	for each applicable Hotel Property base management fees shall equal the greater of (i) three percent
(3.0%) of Gross Operating Revenues or (ii) the actual base management fees paid under the applicable Management Agreement;



 


		(b)	for each applicable Hotel Property reserves for FF&E and capital items shall equal four percent (4.0%)
of Gross Operating Revenues; and



 


		(c)	for each applicable Hotel Property (other than a Hotel Property managed by Marriott International, Inc.,
Hilton Worldwide Holdings, Inc., Hyatt Hotels Corporation, InterContinental Hotels Group plc, Accor S.A., Wyndham Hotels and Resorts or
any of their respective Affiliates) royalty fees shall equal the greater of (i) four percent (4.0%) of Gross Operating Revenues or (ii)
the actual royalty fees payable under the applicable Franchise Agreement.



 


For purposes of determining Adjusted NOI, (A) the
Net Operating Income shall be calculated on a pro forma basis for acquisitions and dispositions during such period, such that (i) in the
case of a Hotel Property acquired during the calculation period, the Net Operating Income thereof for the entire period shall be included
in the determination of Adjusted NOI and (ii) in the case of a Hotel Property disposed of during the calculation period, the Net Operating
Income thereof for the entire period shall be excluded in the determination of Adjusted NOI for such period and (B) solely for purposes
of calculating Operating Property Value, Adjusted NOI for any Hotel Property shall not be less than zero.


 


“Administrative Agent”
means Wells Fargo Bank, National Association, including its branches and affiliates, as contractual representative of the Lenders under
this Agreement, or any successor Administrative Agent appointed pursuant to Section 12.8.


 






    - 2 -


    


    




 


“Administrative Questionnaire”
means the Administrative Questionnaire completed by a Lender and delivered to the Administrative Agent in a form supplied by the Administrative
Agent to the Lenders from time to time.


 


“Affected Financial
Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.


 


“Affected Lender”
has the meaning given that term in Section 5.6.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified. In no event shall the Administrative Agent or any Lender be deemed
to be an Affiliate of the Borrower.


 


“Agreement”
has the meaning given that term in the recitals hereto.


 


“Agreement Date”
means the date as of which this Agreement is dated.


 


“Amendment No. 7
Effective Date” means December 18, 2019.


 


“Amendment No. 8
Effective Date” means June 24, 2020.


 


“Amendment No. 9
Effective Date” means December 10, 2020.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to
time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of
1977, as amended, and the rules and regulations thereunder.


 


“Anti-Money Laundering
Laws” means any and all Applicable Laws related to the financing of terrorism or money laundering, including without limitation,
any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy
Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).


 


“Applicable Law”
means all applicable provisions of constitutions, statutes, rules, regulations and orders of any Governmental Authority, including all
orders and decrees of all courts, tribunals and arbitrators.


 


“Applicable
Margin” means (i) at any time prior to the Investment Grade Pricing Effective Date, and so long as the Leverage Relief
Period is not then continuing at any time on or after the Amendment No. 8 Effective Date, the Leverage-Based Applicable Margin
applicable thereto in effect at such time, (ii) at any time on and after the Investment Grade Pricing Effective Date, and so long as
the Leverage Relief Period is not then continuing at any time on or after the Amendment No. 8 Effective Date, the Ratings-Based
Applicable Margin applicable thereto in effect at such time, and (iii) at any time during the period commencing on the
Amendment No. 8 Effective Date and ending on the Leverage Relief Period Termination Date, the Leverage Relief Period Applicable
Margin. Notwithstanding the foregoing, during the six-month period commencing on the first day of the calendar month following the
Borrower’s delivery of any Compliance Certificate pursuant to Section 9.3 following the Leverage Relief Period
Termination Date reflecting that the Leverage Ratio exceeds 6.50 to 1.00 as of the end of the applicable four-quarter fiscal period,
the Applicable Margin then in effect shall be increased by 0.35% for each Level, even if the actual Leverage Ratio drops below 6.50
to 1.00 during such six-month period.


 






    - 3 -


    


    




 


“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate
of any entity that administers or manages a Lender.


 


“Arrangers”
means Wells Fargo Securities, LLC, PNC Capital Markets LLC, Capital One, National Association and BBVA Compass Bank.


 


“Assignment and Assumption”
means an Assignment and Assumption Agreement among a Lender, an Assignee (with the consent of any party whose consent is required by Section
13.6), and the Administrative Agent, substantially in the form of Exhibit A or any other form approved by the Administrative
Agent.


 


“Asset Disposition”
means the sale, transfer, license, lease or other disposition of any real or personal property (including any sale and leaseback transaction,
division, merger or disposition of Equity Interests), whether in a single transaction or a series of related transactions, by any Loan
Party or any Subsidiary thereof.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected
Financial Institution.


 


“Bail-In Legislation”
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time
which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom
Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the
resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation,
administration or other insolvency proceedings).


 


“Bankruptcy Code”
means the Bankruptcy Code of 1978, as amended.


 


“Base Rate”
means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus
1%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal
Funds Rate or the LIBOR Market Index Rate (provided that clause (c) shall not be applicable during any period in which LIBOR is unavailable
or unascertainable).


 


“Base Rate Loan”
means the Loan or a portion thereof bearing interest at a rate based on the Base Rate.


 


“Benchmark Replacement”
has the meaning given that term in Exhibit J.


 


“Benchmark Replacement
Date” has the meaning given that term in Exhibit J.


 






    - 4 -


    


    




 


“Benchmark Transition
Event” has the meaning given that term in Exhibit J.


 


“Beneficial Ownership
Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.


 


“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.


 


“Benefit Arrangement”
means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA Group.


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets of any such “employee benefit
plan” or “plan”.


 


“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of
such party.


 


“Board”
means the Board of Governors of the Federal Reserve System of the United States.


 


“Borrowed Money Recourse
Debt” means, with respect to a Person, as of any date of determination, all of the following (without duplication): (a) all
obligations of such Person in respect of money borrowed; (b) all obligations of such Person, whether or not for money borrowed (i) represented
by notes payable, or drafts accepted, in each case representing extensions of credit or (ii) evidenced by bonds, debentures, notes or
similar instruments; (c) all obligations of other Persons of the type described in the preceding clauses (a) and (b) which such Person
has Guaranteed or is otherwise recourse to such Person and (d) all obligations of other Persons of the type described in the preceding
clauses (a) and (b) secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured
by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such
obligations or other payment obligation; provided, however, that Borrowed Money Recourse Debt shall in any event exclude (i) Nonrecourse
Indebtedness, including Guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy,
collusive involuntary bankruptcy and other similar customary exceptions to non-recourse liability, (ii) intercompany Indebtedness between
or among any of the Parent Guarantor, the Borrower and their Subsidiaries, (iii) trade debt incurred in the ordinary course of business,
and (iv) Indebtedness of the type described in clauses (b)(iii) through (h) of the definition of “Indebtedness”.


 


“Borrower”
has the meaning set forth in the introductory paragraph hereof and shall include the Borrower’s successors and permitted assigns.


 


“Borrower Information”
has the meaning given that term in Section 2.5(c).


 






    - 5 -


    


    




 


“Borrowing Base Property”
means an Eligible Property that is included in the Unencumbered Pool pursuant to Section 4.1. Unless otherwise approved by
the Requisite Lenders, a Property shall cease to be a Borrowing Base Property if at any time such Property shall cease to be an Eligible
Property.


 


“Business Day”
means (a) a day of the week (but not a Saturday, Sunday or holiday) on which the offices of the Administrative Agent in San Francisco,
California are open to the public for carrying on substantially all of the Administrative Agent’s business functions, and (b) if
such day relates to a LIBOR Loan, any such day that is also a day on which dealings in Dollars are carried on in the London interbank
market. Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar
days.


 


“Capital
One” means Capital One, National Association, and its successors and assigns.


 


“Capital One Term
Loan Agreement” means that certain Term Loan Agreement, dated as of December 22, 2014, as amended by that certain First Amendment
to Term Loan Agreement, dated as of June 1, 2015, that certain Second Amendment to Term Loan Agreement, dated as of November 12, 2015,
that certain Third Amendment to Term Loan Agreement and First Amendment to Guaranty, dated as of April 28, 2016, that certain Fourth Amendment
to Term Loan Agreement and Second Amendment to Guaranty, dated as of August 31, 2017, that certain Fifth Amendment to Term Loan Agreement,
dated as of January 25, 2018, and that certain Sixth Amendment to Term Loan Agreement
and Third Amendment to Guaranty, dated as of December 18, 2019, and that certain Seventh
Amendment to Term Loan Agreement, dated as of June 24, 2020, that certain
Eighth Amendment to Term Loan Agreement, dated as of December 10, 2020, and that certain Ninth Amendment to Term Loan Agreement, dated
as of June 10, 2021, by and among the Borrower, the Parent Guarantor, Capital One, as administrative agent, and the lenders
party thereto, as the same may be further modified, amended or supplemented from time to time.


 


“Capitalization Rate”
means 7.75%, provided, however that in the case of upscale or above Hotel Properties in (i) the central business districts of Manhattan,
New York (including Doubletree Metropolitan, Courtyard New York Manhattan/Upper East Side and The Knickerbocker), Washington, DC (including
the Hyatt Place, Homewood Suites and Fairfield Inn and Suites Hotel Properties existing on the Amendment No. 7 Effective Date), Chicago,
Illinois, Boston, Massachusetts, Los Angeles, California, San Francisco, California, Miami, Florida, San Diego, California, and Seattle,
Washington and (ii) Key West, Florida, the Capitalization Rate means 7.25%.


 


“Capitalized Lease
Obligations” means obligations under a lease (or other arrangement conveying the right to use property) to pay rent or other
amounts, in each case that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized
Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on a balance sheet of the applicable
Person prepared in accordance with GAAP as of the applicable date.


 






    - 6 -


    


    




 


“Cash
Equivalents” means: (a) securities issued, guaranteed or insured by the United States of America or any of its
agencies with maturities of not more than one year from the date acquired; (b) certificates of deposit with maturities of not
more than one year from the date acquired issued by a United States federal or state chartered commercial bank of recognized
standing, or a commercial bank organized under the laws of any other country which is a member of the Organisation for Economic
Cooperation and Development, or a political subdivision of any such country, acting through a branch or agency, which bank has
capital and unimpaired surplus in excess of $500,000,000 and which bank or its holding company has a short term commercial paper
rating of at least A-2 or the equivalent by S&P or at least P-2 or the equivalent by Moody’s; (c) reverse repurchase
agreements with terms of not more than thirty days from the date acquired, for securities of the type described in clause (a)
above and entered into only with commercial banks having the qualifications described in clause (b) above; (d) commercial
paper issued by any Person incorporated under the laws of the United States of America or any State thereof and rated at least A-2
or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s, in each case with maturities of
not more than one year from the date acquired; and (e) investments in money market funds registered under the Investment
Company Act of 1940, as amended, which have net assets of at least $500,000,000 and at least 85% of whose assets consist of
securities and other obligations of the type described in clauses (a) through (d) above.


 


“Collateral”
has the meaning given that term in Section 8.14(c).


 


“Collateral Agent”
means Wells Fargo Bank, National Association, as collateral agent under the Covenant Relief Intercreditor Agreement.


 


“Collateral Documents”
means, collectively, the Pledge Agreement, the Covenant Relief Pledge Agreement, the Covenant Relief Intercreditor Agreement and all other
agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens
to secure the Guaranteed Obligations (which, for purposes of the Collateral Documents, may include any such Collateral Documents that
jointly secure the Guaranteed Obligations and any Pari Passu Debt obligations, and any intercreditor agreements contemplated by the definition
of Pari Passu Debt), including, without limitation, all other security agreements, pledge agreements, deeds of trust, pledges, powers
of attorney, consents, assignments, notices, financing statements and all other written matter whether heretofore, now, or hereafter executed
by the Parent Guarantor, the Borrower or any of their Subsidiaries and delivered to the Administrative Agent to create, perfect or evidence
Liens to secure the Guaranteed Obligations (which, for purposes of the Collateral Documents, may include any such Collateral Documents
that jointly secure the Guaranteed Obligations and any Pari Passu Debt obligations and any intercreditor agreements contemplated by the
definition of Pari Passu Debt).


 


“Collateral Period”
means any period after the Covenant Relief Pledged Collateral Release Date commencing on the occurrence of a Collateral Trigger Date and
ending on the Collateral Release Date subsequent to such Collateral Trigger Date.


 


“Collateral Release”
has the meaning given that term in Section 8.15(a).


 


“Collateral Release
Date” means any date after a Collateral Trigger Date on which no Default or Event of Default is continuing and the Borrower
delivers a Release Certificate as required by Section 8.15.


 






    - 7 -


    


    




 


“Collateral Trigger
Date” means (a) any date after the Covenant Relief Pledged Collateral Release Date on which the Borrower delivers a Compliance
Certificate pursuant to Section 9.3 which shows that the Leverage Ratio is greater than 6.50 to 1.00 as of the end of any
two consecutive fiscal quarters of the Parent Guarantor or (b) such later date as the Administrative Agent shall reasonably determine.


 


“Commitment”
means (a) as to any Lender party to this Agreement on the Effective Date, the obligation of such Lender to advance a portion of the Loan
to the Borrower hereunder on the Effective Date in an aggregate principal amount equal to the amount set forth opposite such Lender’s
name on Schedule I hereto as such Lender’s “Commitment”, and (b) as to any Additional Lender its obligation to make
the Additional Loan Advance pursuant to Section 2.16 in the amount of its Additional Commitment.


 


“Commitment Percentage”
means, as to each Lender, the ratio, expressed as a percentage, of (a) the Outstanding Amount of the Loan (including any Additional Loan
Advances) held by such Lender to (b) the Outstanding Amount of the Loan (including any Additional Loan Advances) held by all Lenders.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. 1 et seq.), as amended from time to time, and any successor statute.


 


“Compliance Certificate”
has the meaning given that term in Section 9.3.


 


“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.


 


“Continue”,
 “Continuation” and “Continued” each refers to the continuation of a LIBOR Loan (other than a LIBOR
Daily Loan) from one Interest Period to another Interest Period pursuant to Section 2.9.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Convert”,
 “Conversion” and “Converted” each refers to the conversion of a Loan of one Type into a Loan of
another Type pursuant to Section 2.10.


 


“Covenant Relief
Collateral” means 100% of the Equity Interests (other than Covenant Relief Excluded Pledged Collateral) of any Pledged Subsidiary.


 


“Covenant Relief
Excluded Pledged Collateral” means:


 


(a)
        Equity Interests of any Subsidiary so long as the Revised Unencumbered Asset Value
attributable to Subsidiaries the Equity Interests of which constitute Covenant Relief Excluded Pledged Collateral pursuant to this
clause (a) does not exceed 20% of the Revised Unencumbered Asset Value (or, following the end of the Restriction Period, 20% of the
Unencumbered Asset Value) in the aggregate; and


 






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(b)        the
Equity Interests of any Subsidiary that either (x) are subject to a Permitted Transfer Restriction of the type described in clause (a)
of the definition of “Permitted Transfer Restriction” for so long as and solely to the extent that such Permitted Transfer
Restriction prohibits the grant of a Lien on such Equity Interests, or (y) are prohibited by Applicable Law from being subject to a pledge
agreement for the benefit of the Secured Parties;


 


provided, however that:


 


(i)         with
respect to any Equity Interests of a Subsidiary that are excluded by virtue of clause (b)(x) above, (A) the Borrower shall (1) in
the case of any such Equity Interests owned by the Borrower or Subsidiary Guarantor as of the Amendment No. 8 Effective Date, provide
a written request within ten (10) days following the Post-Closing Delivery Date to the counterparty to the applicable Permitted Transfer
Restriction requesting such counterparty’s consent to the Lien on such excluded Equity Interests in favor of the Collateral Agent
pursuant to the Covenant Relief Pledge Agreement, and (2) from and after the Post-Closing Delivery Date, exercise commercially reasonable
efforts to obtain the consent of the counterparty to the applicable Permitted Transfer Restriction to permit the grant of a Lien in favor
of the Collateral Agent pursuant to the Covenant Relief Pledge Agreement on such excluded Equity Interests, and (B) unless otherwise prohibited
pursuant to the terms of the applicable Permitted Transfer Restriction, the Borrower shall, on or prior to the Post-Closing Delivery Date,
cause a parent entity that owns, directly or indirectly, any Equity Interests in such Subsidiary to own directly 100% of such excluded
Equity Interests and pledge the Equity Interests of such parent entity in accordance with the requirements of this Agreement;


 


(ii)        during
the Covenant Relief Pledged Collateral Period, in no event shall the Revised Unencumbered Asset Value attributable to Subsidiaries the
Equity Interests of which constitute Covenant Relief Excluded Pledged Collateral pursuant to clause (b) above (but not including
Subsidiaries with a parent entity whose Equity Interests have been pledged as set forth in the preceding clause (i)(B) above) exceed 15%
of the Revised Unencumbered Asset Value (or, following the end of the Restriction Period, 15% of the Unencumbered Asset Value) in the
aggregate; and


 


(iii)       notwithstanding
anything to the contrary hereinabove contained in clause (b): (A) if and to the extent any prohibition, breach or default under any
contract of the type described in clause (b) above shall be rendered ineffective pursuant to the UCC of any relevant jurisdiction or
any other Applicable Law (including any Debtor Relief Law) or principles of equity, or to the extent any Lien on any such Equity
Interests shall be expressly permitted by the applicable counterparty(ies) by consent, waiver or otherwise, such applicable Equity
Interests shall not constitute Covenant Relief Excluded Pledged Collateral; and (B) any Covenant Relief Collateral (or any portion
thereof) that ceases to satisfy such criteria for Covenant Relief Excluded Pledged Collateral (whether as a result of any Person
obtaining any necessary consent, any change in any Applicable Law, or otherwise) shall no longer be Covenant Relief Excluded Pledged
Collateral.


 






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“Covenant Relief
Intercreditor Agreement” means the Collateral Agency and Intercreditor Agreement, dated as of the Amendment No. 8 Effective
Date, among the Borrower, the Parent Guarantor, the Collateral Agent, the Administrative Agent, each of the other administrative agents
under the Revolving Credit Agreement and the Capital One Term Loan Agreement, and each other agent (or lender, as applicable) under any
other Pari Passu Debt, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Covenant Relief
Period” shall mean the period commencing on April 1, 2020 and ending on the earlier of (i) JanuaryApril
1, 2022 and (ii) the date the Parent Guarantor delivers (a) a Compliance Certificate pursuant to Section 9.3 with respect to any fiscal
quarter of the Parent Guarantor ending after the Amendment No. 8 Effective Date but prior to March 31June
30, 2022 that shows compliance with the levels of the Financial Covenants in effect for the period ending on March
31June 30, 2022 (after giving effect to Section
1.5 below with respect to the testing period applicable to such test date) and (b) written notice to the Administrative Agent electing
to terminate the Covenant Relief Period concurrently with the delivery of such Compliance Certificate referenced in clause (a) above.


 


“Covenant Relief
Period Termination Date” means the earlier date occurring under clauses (i) and (ii) of the definition of “Covenant Relief
Period”.


 


“Covenant Relief
Pledge Agreement” means the Pledge Agreement, to be entered into by the Borrower and certain Subsidiaries of the Borrower no
later than the Post-Closing Delivery Date, in favor of the Collateral Agent, in form and substance reasonably satisfactory to Wells Fargo
Bank, National Association, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Covenant Relief
Pledged Collateral Period” means the period commencing on the date the Borrower and the other Subsidiaries party thereto deliver
the Covenant Relief Pledge Agreement in accordance with the requirements hereof, which date shall in no event be later than the Post-Closing
Delivery Date, and ending on the Covenant Relief Pledged Collateral Release Date.


 


“Covenant Relief
Pledged Collateral Release Date” means the date on which the Covenant Relief Pledged Collateral is to be released, which shall
(x) be no earlier than the later of (I) the end of the Restriction Period, and (II) the Leverage Relief Period Termination
Date, and (y) occur upon satisfaction of the following conditions:


 


(a)
        the chief executive officer or chief financial officer of the Parent shall have delivered
a certificate to Administrative Agent no less than ten (10) Business Days (or such shorter period of time as agreed to by the
Administrative Agent in its sole discretion) prior to the date of release, certifying that (i) the Leverage Ratio is less than or
equal to 6.50 to 1.00 as of the end of the two most recently completed consecutive fiscal quarter periods and as reflected on the
most recently delivered Compliance Certificates delivered in accordance with Section 9.3 of this Agreement, (ii) no
Default or Event of Default exists at the time of the delivery of notice requesting such release or on the date of any such release,
and (iii) all representations and warranties are true and correct in all material respects (except (A) to the extent that any such
representation or warranty relates to a specific earlier date and (B) for changes in factual circumstances permitted under the
Loan Documents), and


 






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(b)        the
Covenant Relief Collateral shall have been released under any Pari Passu Debt substantially contemporaneously with such release.


 


For the avoidance of doubt,
following the Covenant Relief Pledged Collateral Release Date, the Collateral requirements otherwise set forth in this Agreement (including,
Section 8.14(c)), shall continue in full force and effect.


 


“Covered Entity”
means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered Party”
has the meaning given that term in Section 13.22.


 


“Credit Event”
means the making of the Loan or an Additional Loan Advance.


 


“Credit Rating”
means, with respect to any Person, the rating assigned by a Rating Agency to the senior, unsecured, non-credit enhanced long-term Indebtedness
of such Person.


 


“Debt Issuance”
means the issuance by the Parent Guarantor, the Borrower or any of their respective Subsidiaries of Indebtedness (including Guarantees
thereof) for borrowed money.


 


“Debtor Relief Laws”
means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar Applicable Laws relating to the relief of debtors in the United States
of America or other applicable jurisdictions from time to time in effect.


 


“Default”
means any of the events specified in Section 11.1, whether or not there has been satisfied any requirement for the giving
of notice, the lapse of time, or both; provided, however, that the failure to make any payment of interest or any payment of fees provided
for in Sections 3.5(b) and 3.5(c) shall not constitute a Default unless and until such failure continues for three (3) Business
Days following Administrative Agent’s delivery to Borrower of an invoice therefor (which delivery may be effected by actual delivery
of the written invoice or by electronic communication, including the Internet, e-mail or an intranet website to which the Borrower has
access).


 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.


 






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“Defaulting
Lender” means, subject to Section 3.9(e), any Lender that (a) has failed to (i) fund all or any portion of its Loans
within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the
Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or
more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender
any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the
Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has
made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a
Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding
(which condition precedent, together with any applicable default, shall be specifically identified in such writing or public
statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent,
to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations
hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such
written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has,
(i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in
such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as the ownership of such Equity Interest does not result in or provide such Lender with
immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its
assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements
made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of
clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a
Defaulting Lender (subject to Section 3.9(e)) upon delivery of written notice of such determination to the Borrower and each
Lender.


 


“Delaware LLC”
means any limited liability company formed under the laws of the State of Delaware.


 


“Delaware LLC Division”
means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability
Company Act, as amended from time to time.


 






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“Derivatives
Contract” means (a) any transaction (including any master agreement, confirmation or other agreement with respect to
any such transaction) now existing or hereafter entered into by the Parent Guarantor, any Subsidiary or any Unconsolidated Affiliate
(i) which is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option,
equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency
option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread
transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction,
weather index transaction or forward purchase or sale of a security, commodity or other financial instrument or interest (including
any option with respect to any of these transactions) or (ii) which is a type of transaction that is similar to any transaction
referred to in clause (i) above that is currently, or in the future becomes, recurrently entered into in the financial markets
(including terms and conditions incorporated by reference in such agreement) and which is a forward, swap, future, option or other
derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other
debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries
are to be made, (b) any combination of these transactions and (c) a “swap agreement” as defined in Section 101 of
the Bankruptcy Code.


 


“Derivatives Termination
Value” means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable
netting agreement or provision relating thereto, (a) for any date on or after the date such Derivatives Contracts have been terminated
or closed out, the termination amount or value determined in accordance therewith, and (b) for any date prior to the date such Derivatives
Contracts have been terminated or closed out, the then-current mark-to-market value for such Derivatives Contracts, determined based upon
one or more mid-market quotations or estimates provided by any recognized dealer in Derivatives Contracts (which may include the Administrative
Agent, any Lender, any Specified Derivatives Provider or any Affiliate of any of them).


 


“Development/Redevelopment
Property” means at any time a Property that upon completion will constitute a Hotel Property and that is currently under development
and not an operating property during such development and, subject to the last sentence of this definition, on which the improvements
related to the development have not been completed. The term “Development/Redevelopment Property” shall include real property
of the type described in the immediately preceding sentence that satisfies both of the following conditions: (i) it is to be (but has
not yet been) acquired by the Parent Guarantor, any Subsidiary or any Unconsolidated Affiliate upon completion of construction pursuant
to a contract in which the seller of such real property is required to develop or renovate prior to, and as a condition precedent to,
such acquisition and (ii) a third party is developing such property using the proceeds of a loan that is Guaranteed by, or is otherwise
recourse to, the Parent Guarantor, any Subsidiary or any Unconsolidated Affiliate. A Development/Redevelopment Property on which all improvements
(other than tenant improvements on unoccupied space) related to the development of such Hotel Property has been completed for at least
four (4) full fiscal quarters shall cease to constitute a Development/Redevelopment Property; provided, however, that Borrower shall be
permitted to designate such Property as a Seasoned Property at any earlier time.


 


“Disbursement Instruction
Agreement” means an agreement substantially in the form of Exhibit G to be executed and delivered by the Borrower pursuant to
Section 6.1(a), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative
Agent.


 


“Documentation Agent”
means, collectively, Capital One, National Association and BBVA USA.


 


“Dollars”
or “$” means the lawful currency of the United States of America.


 






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“Early Opt-In Election”
has the meaning given that term in Exhibit J.


 


“EBITDA”
means, with respect to a Person for any period and without duplication, the sum of:


 


(a)       net
income (loss) of such Person for such period determined on a consolidated basis excluding the following (but only to the extent included
in determining net income (loss) for such period): (i) depreciation and amortization; (ii) interest expense; (iii) income
tax expense; (iv) extraordinary or nonrecurring items, including, without limitation, gains and losses from the sale of operating
Hotel Properties; (v) pursuit and transaction costs related to the acquisition or disposition of properties (whether or not consummated)
that were capitalized prior to FAS 141-R which do not represent a recurring cash item in such period or in any future period; (vi) other
non-cash charges, including amortization expense for stock options and impairment charges (other than non-cash charges that constitute
an accrual of a reserve for future cash payments); and (vii) equity in net income (loss) of its Unconsolidated Affiliates; plus 


 


(b)       such
Person’s Ownership Share of EBITDA of its Unconsolidated Affiliates.


 


For purposes of this definition,
nonrecurring items shall be deemed to include gains and losses on early extinguishment of Indebtedness.


 


For purposes of determining
EBITDA for any calculation period of twelve months, net earnings of any Hotel Property shall be calculated on a pro forma basis for acquisitions
and dispositions, such that (i) in the case of a Hotel Property acquired during the calculation period, the net income (loss) from such
Hotel Property for the entire period shall be included in the determination of EBITDA and (ii) in the case of a Hotel Property disposed
of during the calculation period, the net income (loss) from such Hotel Property shall be excluded in the determination of EBITDA for
such period. If (i) by reason of the foregoing sentence, EBITDA includes (or excludes) net earnings of a Hotel Property for any quarter
during the calculation period prior to the acquisition (or disposition) thereof and (ii) the Person that acquired (or disposed of) such
Hotel Property incurred (or repaid) Secured Indebtedness secured by such Hotel Property during the calculation period, there shall be
included in (or excluded from) Fixed Charges for such period Interest Expense associated with such Secured Indebtedness for the time prior
to such acquisition (or disposition), calculated on a pro forma basis as if (x) in the case of an acquisition, such Secured Indebtedness
had encumbered such Hotel Property for each quarter of the calculation period in respect of which net earnings of such Hotel is included
pursuant to clause (i) above and (y) in the case of a disposition, such Secured Indebtedness had been repaid at the beginning of such
calculation period.


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA
Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a)
of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described
in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 






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“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective Date”
means the later of (a) the Agreement Date and (b) the date on which all of the conditions precedent set forth in Section 6.1
shall have been fulfilled or waived.


 


“Eligible Assignee”
means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural
person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) approved
by (i) the Administrative Agent and (ii) unless a Default or Event of Default exists, the Borrower (each such approval not to
be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.


 


“Eligible Property”
means a Hotel Property which satisfies all of the following requirements as certified by the Borrower: (a) such Hotel Property is
operating as a lodging Property; (b) such Property is owned in fee simple by, or subject to a Qualified Ground Lease
to, the Borrower or a Wholly-Owned Subsidiary of the Borrower (except that (i) the Doubletree Metropolitan in New York City may be designated
as an Eligible Property, provided that the Borrower retains, directly or indirectly, at least a 98.2% Controlling ownership interest therein
and (ii) The Knickerbocker in New York City may be designated as an Eligible Property, provided that the Borrower retains, directly or
indirectly, at least a 95.0% Controlling ownership interest therein); (c) such Hotel Property is located in a State of the United
States of America or in the District of Columbia; (d) neither such Hotel Property, nor if such Hotel Property is owned by a Wholly-Owned
Subsidiary of the Borrower, any of the Borrower’s direct or indirect ownership interest in such Wholly-Owned Subsidiary, is subject
to (i) any Lien other than Permitted Liens or (ii) any Negative Pledge; (e) regardless of whether such Hotel Property is
owned by the Borrower or a Wholly-Owned Subsidiary of the Borrower, the Borrower has the right directly, or indirectly through a Subsidiary,
to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Hotel Property as
security for Indebtedness of the Borrower or such Wholly-Owned Subsidiary, as applicable, and (ii) to sell, transfer or otherwise
dispose of such Property (it being understood that (x) a Financial Covenant Limitation, (y) any provision contained in any Hotel Sale
Agreement restricting the creation of Liens on, or the sale, transfer or other disposition of, any property that is the subject of such
Hotel Sale Agreement or (z) Permitted Transfer Restrictions, shall not violate this clause (e)); (f) such Property is free of
all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for
defects, deficiencies, conditions or other matters which are not individually or collectively material to the profitable operation of
such Hotel Property and (g) such Hotel Property is not owned in fee simple by, or subject to a Qualified Ground Lease to, any Excluded
FelCor Subsidiary.


 






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“Eligible Subsidiary”
means (a) all existing and future Subsidiaries of the Parent Guarantor (other than Excluded Subsidiaries) and (b) each Subsidiary of the
Parent Guarantor (other than an Excluded Subsidiary) that owns, directly or indirectly, any Equity Interests in any Subsidiary described
in clause (a).


 


“Environmental Laws”
means any Applicable Law relating to environmental protection or the manufacture, storage, remediation, disposal or cleanup of Hazardous
Materials, including, without limitation, the following: Clean Air Act, 42 U.S.C. § 7401 et seq.; Federal Water Pollution
Control Act, 33 U.S.C. § 1251 et seq.; Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery
Act, 42 U.S.C. § 6901 et seq.; Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
 § 9601 et seq.; National Environmental Policy Act, 42 U.S.C. § 4321 et seq.; regulations of the Environmental
Protection Agency, any applicable rule of common law and any judicial interpretation thereof relating primarily to the environment or
Hazardous Materials, and any analogous or comparable state or local laws, regulations or ordinances that concern Hazardous Materials or
protection of the environment.


 


“Equity Interest”
means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant,
option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit
interests in) such Person, whether or not certificated, any security convertible into or exchangeable for any share of capital stock of
(or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person
of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership,
member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest
is authorized or otherwise existing on any date of determination.


 


“Equity Issuance”
means any issuance or sale by a Person of any Equity Interest in such Person and shall in any event include the issuance of any Equity
Interest upon the conversion or exchange of any security constituting Indebtedness that is convertible or exchangeable, or is being converted
or exchanged, for Equity Interests. The term “Equity Issuance” shall not include (A) any Asset Disposition or (B) any
Debt Issuance.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.


 


“ERISA Group”
means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any Subsidiary, are treated as a single employer under Section 414
of the Internal Revenue Code.


 


“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in
effect from time to time.


 


“Event of Default”
means any of the events specified in Section 11.1, provided that any requirement for notice or lapse of time or any other
condition has been satisfied.


 






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“Exchange Act”
has the meaning given that term in Section 11.1(l)(ii).


 


“Excluded FelCor
Net Proceeds” shall have the meaning set forth in Section 2.8(b)(iv)(C).


 


“Excluded FelCor
Subsidiary” means any FelCor Subsidiary; provided, that upon the redemption in full of the Existing Unsecured FelCor
Bonds, each FelCor Subsidiary shall cease to be an Excluded FelCor Subsidiary.


 


“Excluded Pledged
Collateral” means:


 


(a) the Equity Interests of
any Subsidiary that are prohibited by Applicable Law from being subject to a pledge agreement for the benefit of the Secured Parties;
and


 


(b) the Equity Interests of
any Subsidiary that is subject to a Permitted Transfer Restriction of the type described in clause (a) of the definition of “Permitted
Transfer Restriction” for so long as and solely to the extent that such Permitted Transfer Restriction prohibits the grant of a
Lien on such Equity Interests;


 


provided, however,
that:


 


(x)       with
respect to any Equity Interests of a Subsidiary that are excluded by virtue of clause (b) above, (A) the Borrower shall, from and after
the Collateral Trigger Date, exercise commercially reasonable efforts to obtain the consent of the counterparty to the applicable Permitted
Transfer Restriction to permit the grant of a Lien on such excluded Equity Interests, (B) unless otherwise prohibited pursuant to the
terms of the applicable Permitted Transfer Restriction, the Borrower shall, on or prior to the Collateral Trigger Date, cause a parent
entity that owns, directly or indirectly, any Equity Interests in such Subsidiary to own directly 100% of such excluded Equity Interests
and pledge the Equity Interests of such parent entity in accordance with the requirements of this Agreement and (C) during any Collateral
Period, in no event shall the Unencumbered Asset Value attributable to Subsidiaries the Equity Interests of which constitute Excluded
Pledged Collateral pursuant to clause (b) above (but not including Subsidiaries with a parent entity whose Equity Interests have been
pledged as set forth in the preceding clause (B)) exceed 20% of the Unencumbered Asset Value in the aggregate; and


 


(y)       notwithstanding
anything to the contrary hereinabove contained in clauses (a) and (b): (A) if and to the extent any prohibition, breach or default under
any contract of the type described in clause (b) above shall be rendered ineffective pursuant to the UCC of any relevant jurisdiction
or any other Applicable Law (including any Debtor Relief Law) or principles of equity, or to the extent any Lien on any such Equity Interests
shall be expressly permitted by the applicable counterparty(ies) by consent, waiver or otherwise, such applicable Equity Interests shall
not constitute Excluded Pledged Collateral; and (B) any Collateral (or any portion thereof) that ceases to satisfy the criteria for Excluded
Pledged Collateral (whether as a result of any Person obtaining any necessary consent, any change in any Applicable Law, or otherwise)
shall no longer be Excluded Pledged Collateral.


 






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“Excluded
Stimulus Transaction” means any loans, equity investments, grants or other transactions pursuant to which the Parent
Guarantor, the Borrower or a Subsidiary receives funds in connection with any federal or other governmental COVID-19 stimulus
legislation, including, without limitation, any loan made pursuant to the Paycheck Protection Program under the Small Business
Administration 7(a) Loan Program, as implemented by the “Coronavirus Aid, Relief, and Economic Security Act” or the
 “CARES Act”, or any similar program (such loan pursuant to the Paycheck Protection Program, a “PPP
Loan”); provided that any Liens securing any Indebtedness incurred pursuant to an Excluded Stimulus Transaction shall not
be senior in priority to the Liens securing the Guaranteed Obligations (other than, in the case of a PPP Loan, Liens on any
controlled account and amounts deposited therein in which the proceeds of such PPP Loan are required to be maintained pursuant to
the documentation governing such PPP Loan).


 


“Excluded Subsidiary”
means any Subsidiary of the Parent Guarantor (other than the Borrower) (a) that is an Excluded FelCor Subsidiary or (b)(i) holding title
to assets that are or are reasonably expected within sixty (60) days to become collateral for any Secured Indebtedness of such Subsidiary,
or is a direct or indirect beneficial owner of a Subsidiary holding title to or beneficially owning such assets (but having no material
assets other than such beneficial ownership interests) and (ii) that is or is reasonably expected within sixty (60) days to become prohibited
from guarantying the Indebtedness of any other Person pursuant to (x) any document, instrument or agreement evidencing such Secured Indebtedness
or (y) a provision of such Subsidiary’s organizational documents, which provision was or is reasonably expected within sixty (60)
days to be included in such Subsidiary’s organizational documents as a condition to the extension of such Secured Indebtedness.
The 60-day periods provided in clause (b) of the preceding sentence may be extended by the Administrative Agent in its reasonable discretion.


 


“Excluded Swap Obligation”
means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the liability of such Loan
Party for or the Guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any liability
or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures
Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any
reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder
at the time the liability for or the Guarantee of such Loan Party or the grant of such Lien becomes effective with respect to such Swap
Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement for the benefit of
the applicable Loan Party, including under Section 31 of the Guaranty). If a Swap Obligation arises under a master agreement governing
more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such
Guarantee or Lien is or becomes illegal for the reasons identified in the immediately preceding sentence of this definition.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its
principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any
political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal
withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan
pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan (other than
pursuant to an assignment request by the Borrower under Section 5.6) or (ii) such Lender changes its lending
office, except in each case to the extent that, pursuant to Section 3.10, amounts with respect to such Taxes were
payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.10(g)
and (d) any U.S. federal withholding Taxes imposed under FATCA.


 






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“Exempt EquityCapital
Event Proceeds” means the Net Proceeds from (i) an
Equity Issuance by the Parent Guarantor or the Borrower that areor
(ii) any Asset Disposition of a Borrowing Base Property or (iii) any Permitted 2021 HY Debt, that, in each case, are permitted to be
retained by the Borrower in accordance with the Prepayment Waterfall. and
not otherwise required hereunder to be applied to prepay Indebtedness or to acquire assets pursuant to Section 2.8(b)(iv)(C)(ii)(2). For
clarity, Exempt Capital Event Proceeds may be applied by the Borrower and its Subsidiaries for general corporate purposes as well as to
fund any other transactions not otherwise prohibited by the Loan Documents.


 


“Existing Unsecured
FelCor Bonds” means the 6.000% Senior Notes due 2025 issued pursuant to the Indenture, dated as of May 21, 2015, by and among
FelCor Lodging Limited Partnership, the guarantors party thereto, and U.S. Bank National Association, as trustee, registrar and paying
agent, as such bonds may be supplemented or otherwise modified from time to time.


 


“Fair Market Value”
means, with respect to any asset, the price which could be negotiated in an arm’s-length free market transaction, for cash, between
a willing seller and a willing buyer, neither of which is under pressure or compulsion to complete the transaction. Except as otherwise
provided herein, Fair Market Value shall be determined by the Board of Trustees of the Parent Guarantor (or an authorized committee thereof)
acting in good faith conclusively evidenced by a board resolution thereof delivered to the Administrative Agent or, with respect to any
asset valued at no more than $5,000,000, such determination may be made by the chief executive officer or the chief financial officer
of the Borrower evidenced by an officer’s certificate delivered to the Administrative Agent.


 


“FASB ASC”
means the Accounting Standards Codification of the Financial Accounting Standards Board.


 


“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that
is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations
thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal or regulatory legislation,
rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing
such sections of the Internal Revenue Code.


 






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“Federal Funds
Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System, as published for such day
(or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions
received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent; provided,
that, if the Federal Funds Rate shall be less than one quarter percent (0.25%), such rate shall be deemed to be one quarter percent
(0.25%) for purposes of this Agreement. Notwithstanding the foregoing, if the Borrower has delivered a written notice to the
Administrative Agent certifying (a) that all or any portion of the Loan is subject to a Derivatives Contract providing for a
 “swap” within the meaning of section 1a(47) of the Commodity Exchange Act and (b) that such Derivatives Contract is not
subject to a 0.25% interest rate floor, then the Federal Funds Rate shall not be subject to a floor of 0.25% with respect to the
Loan or portion thereof, as applicable.


 


“Fee Letter”
means, collectively, (a) that certain fee letter by and among the Borrower, the Administrative Agent and Wells Fargo Securities, dated
as of June 24, 2020, and (b) that certain fee letter dated as of September 28, 2012, by and among the Borrower, the Administrative
Agent, the Syndication Agent and the Arrangers, as amended, supplemented or otherwise modified from time to time.


 


“Fees”
means the fees and commissions provided for or referred to in Section 3.5 and any other fees payable by the Borrower hereunder,
under any other Loan Document or under the Fee Letter.


 


“FelCor Acquisition”
means the acquisition by the Borrower of FelCor Lodging Trust Incorporated and all of its Subsidiaries pursuant to that certain Agreement
and Plan of Merger, dated as of April 23, 2017, by and among the Parent Guarantor, the Borrower, Rangers Sub I, LLC, a Wholly-Owned subsidiarySubsidiary
of the Borrower, Rangers Sub II, LP, an indirect Wholly-Owned Subsidiary of the Borrower, FelCor Lodging Trust Incorporated, and FelCor
Lodging Limited Partnership.


 


“FelCor Subsidiary”
means Rangers Sub I, LLC, Rangers General Partner, LLC or any of their respective Subsidiaries.


 


“FF&E”
means all fixtures, furnishings, equipment, furniture, and other items of tangible personal property now or hereafter located on any Hotel
Property or used in connection with the use, occupancy, operation and maintenance of all or any part of any Hotel Property, other than
stocks of food, beverages and other supplies held for consumption in normal operation.


 


“FF&E Reserves”
means, for any period and with respect to any Hotel Property, an amount equal to 4.0% of Gross Operating Revenues of such Hotel Property.


 


“Financial Covenants”
means each of the financial covenants set forth in Sections 10.1(a), 10.1(b), 10.1(c), 10.1(e) and 10.1(f).


 


“Financial Covenant
Limitation” has the meaning given that term in the definition of “Negative Pledge.”


 


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


 






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“Fixed Charges”
means, with respect to a Person and for a given period, the sum of (a) the Interest Expense of such Person for such period (if
applicable, calculated on a pro forma basis as provided in the last sentence of the definition of “EBITDA”), plus (b) the
aggregate of all regularly scheduled principal payments on Indebtedness payable by such Person during such period (excluding balloon,
bullet or similar payments of principal due upon the stated maturity of Indebtedness) (if applicable, calculated on a pro forma basis
as provided in the last sentence of the definition of “EBITDA”), plus (c) the aggregate amount of all Preferred
Dividends paid by such Person during such period, plus (d) the aggregate payment for cash taxes paid by such Person during such
period. The Parent Guarantor’s Ownership Share of the Fixed Charges of its Unconsolidated Affiliates will be included when determining
the Fixed Charges of the Parent Guarantor.


 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person,
a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.


 


“Fourth Amendment
Effective Date” means April 22, 2016.


 


“Franchise Agreement”
means an agreement permitting the use of the applicable hotel brand name, hotel system trademarks, trade names and any related rights
in connection with the ownership or operation of a Hotel Property.


 


“Fund”
means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.


 


“Funds From Operations”
means, with respect to a Person and for a given period, (a) net income (loss) of such Person for such period determined on a consolidated
basis in accordance with GAAP minus (or plus) (b) gains (or losses) from debt restructuring and sales of property during
such period plus (c) depreciation with respect to such Person’s real estate assets and amortization (other than amortization
of deferred financing costs) of such Person for such period, all after adjustment for Unconsolidated Affiliates. Adjustments for Unconsolidated
Affiliates will be calculated to reflect funds from operations on the same basis. For purposes of this Agreement, Funds From Operations
shall be calculated consistent with the White Paper on Funds From Operations dated April 2002 issued by National Association of Real Estate
Investment Trusts, Inc., but without giving effect to any supplements, amendments or other modifications promulgated after the Amendment
No. 7 Effective Date.


 


“GAAP”
means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (including Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification”)
or in such other statements by such other entity as may be approved by a significant segment of the accounting profession in the United
States of America, which are applicable to the circumstances as of the date of determination.


 






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“Governmental Approvals”
means all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and reports to, all Governmental
Authorities.


 


“Governmental Authority”
means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental,
quasi governmental, judicial, administrative, public or statutory instrumentality, authority, body, agency, bureau, commission, board,
department or other comparable authority (including, without limitation, the Federal Deposit Insurance Corporation, the Comptroller of
the Currency or the Federal Reserve Board, any central bank or any comparable authority and any supra-national bodies such as the European
Union or the European Central Bank) or any arbitrator with authority to bind a party at law.


 


“Gross
Operating Expenses” means, for any period of time for any Hotel Property, all costs and expenses of maintaining,
conducting and supervising the operation of such Hotel Property which are properly attributable to the period under consideration
under the Borrower’s system of accounting, including without limitation (but without duplication): (i) the
cost of all food and beverages sold or consumed and of all Inventory; (ii) salaries and wages of
personnel employed at such Hotel Property, including costs of payroll taxes and employee benefits and all other expenses not
otherwise specifically referred to in this paragraph which are referred to as “Administrative and General Expenses” in
the Uniform System; (iii) the cost of all other goods and services obtained by Manager in
connection with its operation of such Hotel Property including, without limitation, heat and utilities, office supplies and all
services performed by third parties, including leasing expenses in connection with telephone and data processing equipment; (iv) the
cost of repairs to and maintenance of such Hotel Property (excluding capital expenditures); (v) insurance
premiums for all insurance maintained with respect to such Hotel Property, including, without limitation, property damage insurance,
public liability insurance, and such business interruption or other insurance as may be provided for protection against claims,
liabilities and losses arising from the use and operation of such Hotel Property and losses incurred with respect to deductibles
applicable to the foregoing types of insurance; (vi) workers’ compensation insurance or
insurance required by similar employee benefits acts; (vii) all personal property taxes, real
estate taxes, assessments and any other ad valorem taxes imposed on or levied in connection with such Hotel Property (less refunds,
offsets or credits thereof, and interest thereon, if any, received during the period in question) and all other taxes, assessments
and other governmental charges (other than federal, state or local income taxes and franchise taxes or the equivalent) payable by or
assessed against the owner or ground lessor of such Hotel Property or the applicable Manager or Operating Lessee with respect to the
operation of such Hotel Property and water and sewer charges; (viii) all sums deposited into any
maintenance or capital expenditure reserve, including the amount of the applicable FF&E Reserve; (ix) legal
fees related to the operation of such Hotel Property; (x) except to the extent the same are normally
treated as capital expenditures under the Uniform System or GAAP, the costs and expenses of technical consultants and
specialized operational experts for specialized services in connection with non-recurring work on operational, functional,
decorating, design or construction problems and activities, including the fees (if any) of the applicable Manager in connection
therewith, such as ADA studies, life safety reviews, and energy efficiency studies; (xi) all
expenses for marketing such Hotel Property, including all expenses of advertising, sales promotion and public relations activities; (xii) utility
taxes and other taxes (as those terms are defined in the Uniform System) and municipal, county and state license and permit fees; (xiii) all
fees (including base and incentive fees), assessments, royalties and charges payable under the applicable Management Agreement and
Franchise Agreement (if any); (xiv) reasonable reserves for uncollectible accounts receivable; (xv) credit
card fees, travel agent commissions and other third-party reservation fees and charges; (xvi) all
parking charges and other expenses associated with revenues received by the applicable Manager related to parking operations,
including valet services; (xvii) common expenses charges, common area maintenance charges and
similar costs and expenses; (xviii) rent payments under any ground lease; and (xix) any
other cost or charge classified as an Operating Expense or an Administrative and General Expense under the Uniform System in the
applicable Management Agreement unless specifically excluded under the provisions of this Agreement. Gross Operating Expenses shall
not include (a) depreciation and amortization except as otherwise provided in this Agreement; (b) the cost of any item specified in
the applicable Management Agreement to be provided at Manager’s sole expense; (c) debt service; (d) capital repairs and other
expenditures which are normally treated as capital expenditures under the Uniform System or GAAP; or (e) other recurring or
non-recurring ownership costs such as partnership or limited liability company administration and costs of changes to business and
liquor licenses.


 






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“Gross
Operating Revenues” means, for any period of time for any Hotel Property, without duplication, all income and proceeds of
sales of every kind (whether in cash or on credit and computed on an accrual basis) received by the owner (or, if such Hotel
Property is ground leased, the ground lessee) of such Hotel Property or the applicable Operating Lessee or Manager for the use,
occupancy or enjoyment of such Hotel Property or the sale of any goods, services or other items sold on or provided from such Hotel
Property in the ordinary course of operation of such Hotel Property, including, without limitation, all income received from
tenants, transient guests, lessees, licensees and concessionaires and other services to guests at such Hotel Property, and the
proceeds from business interruption insurance, but excluding the following: (i) any excise, sales or use taxes or similar
governmental charges collected directly from patrons or guests, or as a part of the sales price of any goods, services or displays,
such as gross receipts, admission, cabaret or similar or equivalent taxes; (ii) receipts from condemnation awards or sales in lieu
of or under threat of condemnation; (iii) proceeds of insurance (other than business interruption insurance); (iv) other allowances
and deductions as provided by the Uniform System in determining the sum contemplated by this definition, by whatever name, it may be
called; (v) proceeds of sales, whether dispositions of capital assets, FF&E or equipment (other than sales of Inventory in the
ordinary course of business); (vi) gross receipts received by tenants, lessees (other than Operating Lessees), licensees or
concessionaires of the owner (or, if such Hotel Property is ground leased, the ground lessee) of such Hotel Property; (vii)
consideration received at such Hotel Property for hotel accommodations, goods and services to be provided at other hotels although
arranged by, for or on behalf of, and paid over to, the applicable Manager; (viii) tips, service charges and gratuities collected
for the benefit of employees; (ix) proceeds of any financing; (x) working capital provided by the Parent Guarantor or any Subsidiary
of the Parent Guarantor or the applicable Operating Lessee; (xi) amounts collected from guests or patrons of such Hotel Property on
behalf of tenants of such Hotel Property and other third parties; (xii) the value of any goods or services in excess of actual
amounts paid (in cash or services) provided by the applicable Manager on a complimentary or discounted basis; and (xiii) other
income or proceeds resulting other than from the use or occupancy of such Hotel Property, or any part thereof, or other than from
the sale of goods, services or other items sold on or provided from such Hotel Property in the ordinary course of business. Gross
Operating Revenues shall be reduced by credits or refunds to guests at such Hotel Property.


 






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“Guaranteed Obligations”
means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations owing by any Subsidiary of
the Borrower under any Specified Derivatives Contract (other than any Excluded Swap Obligation).


 


“Guarantors”
means (a) the Parent Guarantor and (b) the Subsidiary Guarantors.


 


“Guaranty”,
 “Guaranteed”, “Guarantying” or to “Guarantee” as applied to any obligation means
and includes: (a) a guaranty (other than by endorsement of negotiable instruments for collection or deposit in the ordinary course
of business), directly or indirectly, in any manner, of any part or all of such obligation, or (b) an agreement, direct or indirect,
contingent or otherwise, and whether or not constituting a guaranty, the practical effect of which is to assure the payment or performance
(or payment of damages in the event of nonperformance) of any part or all of such obligation whether by: (i) the purchase of securities
or obligations, (ii) the purchase, sale or lease (as lessee or lessor) of property or the purchase or sale of services primarily
for the purpose of enabling the obligor with respect to such obligation to make any payment or performance (or payment of damages in the
event of nonperformance) of or on account of any part or all of such obligation, or to assure the owner of such obligation against loss,
(iii) the supplying of funds to or in any other manner investing in the obligor with respect to such obligation, (iv) repayment
of amounts drawn down by beneficiaries of letters of credit, or (v) the supplying of funds to or investing in a Person on account
of all or any part of such Person’s obligation under a Guaranty of any obligation or indemnifying or holding harmless, in any way,
such Person against any part or all of such obligation. Obligations in respect of customary performance guaranties and Guaranties constituting
Nonrecourse Indebtedness shall not be deemed to give rise to Indebtedness or otherwise constitute a Guaranty except as otherwise provided
in the definition of “Nonrecourse Indebtedness”. As the context requires, “Guaranty” shall also mean the Guaranty
of even date herewith in the form of Exhibit E executed by the Guarantors in favor of the Administrative Agent for its benefit and the
benefit of the Lenders, as the same may be supplemented, amended or otherwise modified from time to time.


 


“Guaranty Requirement”
has the meaning given that term in Section 8.14(a).


 


“Hazardous Materials”
means all or any of the following: (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable
Environmental Laws as “hazardous substances”, “hazardous materials”, “hazardous wastes”, “toxic
substances” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as
ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, “TCLP” toxicity, or “EP toxicity”;
(b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids, produced
waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal resources;
(c) any flammable substances or explosives or any radioactive materials; (d) asbestos in any form; (e) toxic mold; (f)
urea formaldehyde insulation; and (g) electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated
biphenyls in excess of fifty parts per million.


 






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“Hotel Property”
means a Property on which there is located an operating hotel.


 


“Hotel Sale Agreement”
means any agreement providing for the sale of a Hotel Property or Equity Interests in a Wholly-Owned Subsidiary of the Borrower that directly
or indirectly owns in fee simple such Hotel Property, or is party to a Qualified Ground Lease in respect thereof.


 


“Indebtedness”
means, with respect to a Person, at the time of computation thereof, all of the following (without duplication):


 


(a)       all
obligations of such Person in respect of money borrowed or for the deferred purchase price of property or services (other than trade debt
incurred in the ordinary course of business and not more than thirty (30) days past due unless being contested in good faith);


 


(b)       all
obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case
representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting
purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest
charges are customarily paid or that are issued or assumed as full or partial payment for property or for services rendered;


 


(c)       Capitalized
Lease Obligations of such Person;


 


(d)       all
reimbursement obligations (contingent or otherwise) of such Person under or in respect of any letters of credit or acceptances (whether
or not the same have been presented for payment);


 


(e)       all
Off-Balance Sheet Obligations of such Person;


 


(f)       all
obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment (excluding any such obligation to the extent
the obligation can be satisfied by the issuance of Equity Interests (other than Mandatorily Redeemable Stock)) in respect of any Mandatorily
Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference
plus accrued and unpaid dividends;


 


(g)       all
obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment,
in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance
of Equity Interests (other than Mandatorily Redeemable Stock)); provided, however, that purchase obligations pursuant to
this clause (g) shall be included only to the extent that the amount of such Person’s liability for the purchase price is not limited
to the amount of any associated deposit given by such Person;


 


(h)       net
obligations under any Derivatives Contract (which shall be deemed to have an amount equal to the Derivatives Termination Value thereof
at such time but in no event shall be less than zero);


 






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(i)       all
Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (except for Guaranties of customary
exceptions for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other
similar customary exceptions to non-recourse liability);


 


(j)       all
Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise,
to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness or other payment obligation; and


 


(k)       such
Person’s Ownership Share of the Indebtedness of any Unconsolidated Affiliate of such Person.


 


Indebtedness of any Person
shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venturer to the extent
of such Person’s Ownership Share of such partnership or joint venture (except if such Indebtedness, or portion thereof, is recourse
to such Person (other than with respect to customary non-recourse carve-outs described in clause (i) above), in which case the greater
of such Person’s Ownership Share of such Indebtedness or the amount of the recourse portion of the Indebtedness, shall be included
as Indebtedness of such Person). The Loan hereunder and the “Loans” and “Letter of Credit Liabilities” (both as
defined in the Revolving Credit Agreement) shall constitute Indebtedness of the Borrower.


 


“Indemnifiable Amounts”
has the meaning given that term in Section 12.6.


 


“Indemnified Costs”
has the meaning given that term in Section 13.10(a).


 


“Indemnified Party”
has the meaning given that term in Section 13.10(a).


 


“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower
or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in the immediately preceding clause (a),
Other Taxes.


 


“Indemnity Proceeding”
has the meaning given that term in Section 13.10(a).


 


“Information Materials”
has the meaning given that term in Section 9.6.


 


“Insurance and Condemnation
Event” means the receipt by any Loan Party or any of its Subsidiaries of any casualty insurance proceeds (for clarity, excluding
insurance proceeds for financial (and not property) losses, such as business interruption insurance proceeds) or condemnation award payable
by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective real or personal
property.


 


“Intellectual Property”
has the meaning given that term in Section 7.1(t).


 


“Interest
Expense” means, with respect to a Person for a given period, without duplication, (a) total interest expense of such
Person including capitalized interest not funded under a construction loan interest reserve account, determined on a consolidated
basis in accordance with GAAP for such period, plus (b) such Person’s Ownership Share of Interest Expense of its
Unconsolidated Affiliates for such period. Interest Expense shall include the interest component of Capitalized Lease Obligations
and shall exclude the amortization of any deferred financing fees.


 






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“Interest Period”
means with respect to each LIBOR Loan (other than a LIBOR Daily Loan), each period commencing on the date such LIBOR Loan is made, or
in the case of the Continuation of a LIBOR Loan the last day of the preceding Interest Period for such Loan, and ending on the numerically
corresponding day in the first, third or sixth calendar month thereafter, as the Borrower may select in a Notice of Borrowing, Notice
of Continuation or Notice of Conversion, as the case may be, except that each Interest Period that commences on the last Business Day
of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall
end on the last Business Day of the appropriate subsequent calendar month. Notwithstanding the foregoing: (a) if any Interest Period would
otherwise end after the Maturity Date, such Interest Period shall end on the Maturity Date and (b) each Interest Period that would
otherwise end on a day which is not a Business Day shall end on the immediately following Business Day (or, if such immediately following
Business Day falls in the next calendar month, on the immediately preceding Business Day).


 


“Internal Revenue
Code” means the United States Internal Revenue Code of 1986, as amended.


 


“Inventory”
shall have the meaning ascribed to such term in the UCC, and including within the term items which would be entered on a balance sheet
under the line items for “Inventories” or “China, glassware, silver, linen and uniforms” under the Uniform System.


 


“Investment”
means, with respect to any Person, any acquisition or investment (whether or not of a controlling interest) by such Person, by means of
any of the following: (a) the purchase or other acquisition of any Equity Interest in another Person, (b) a loan, advance or extension
of credit to, capital contribution to, Guaranty of Indebtedness of, or purchase or other acquisition of any Indebtedness of, another Person,
including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction
or a series of transactions) of assets of another Person that constitute the business or a division or operating unit of another Person.
Any commitment to make an Investment in any other Person, as well as any option of another Person to require an Investment in such Person,
shall constitute an Investment to the extent that it constitutes Indebtedness. Except as expressly provided otherwise, for purposes of
determining compliance with any covenant contained in a Loan Document, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such Investment.


 


“Investment
Grade Pricing Effective Date” means the first Business Day following the later of the date on which (a) the Investment
Grade Ratings Criteria have been satisfied and (b) the Borrower has delivered to the Administrative Agent (and the Administrative
Agent shall promptly provide a copy of such notice to the Lenders) a certificate signed by a Responsible Officer of the Borrower (i)
certifying that the Investment Grade Ratings Criteria have been satisfied (which certification shall also set forth the Credit
Rating(s) as in effect, if any, from each of S&P, Fitch and Moody’s as of such date) and (ii) notifying the Administrative
Agent that the Borrower has irrevocably elected to have the Ratings-Based Applicable Margin apply to the pricing hereunder.


 






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“Investment Grade
Ratings Criteria” means receipt by the Parent Guarantor or the Borrower of a Credit Rating of BBB- or better from S&P or
Baa3 or better from Moody’s, applicable to the senior, unsecured, non-credit enhanced long-term debt of the Parent Guarantor or
the Borrower, as applicable.


 


“Investment Grade
Release” has the meaning given that term in Section 8.15(a).


 


“Joinder Default”
has the meaning given that term in Section 11.1.


 


“Lender”
means each financial institution from time to time party hereto as a “Lender,” together with its respective successors and
permitted assigns, provided, however, that the term “Lender” shall exclude any Lender (or its Affiliates) in its capacity
as a Specified Derivatives Provider.


 


“Lender Parties”
has the meaning given that term in Section 13.8.


 


“Lending Office”
means, for each Lender and for each Type of Loan, the office of such Lender specified in such Lender’s Administrative Questionnaire
or in the applicable Assignment and Assumption, or such other office of such Lender as such Lender may notify the Administrative Agent
in writing from time to time.


 


“Level”
has the meaning given that term in the definition of the terms “Leverage-Based Applicable Margin” and “Ratings-Based
Applicable Margin”, as the context may require.


 


“Leverage-Based Applicable
Margin” means the percentage rate set forth below corresponding to the level (each, a “Level”) into which
the Leverage Ratio as determined in accordance with Section 10.1(a) then falls:


 


	Level	 	 	Leverage Ratio	 	Applicable Margin for LIBOR Loans	 	 	Applicable Margin for Base Rate Loans	 
	1	 	 	Less than 4.00 to 1.00	 	 	1.45	%	 	 	0.45	%
	2	 	 	Greater than or equal to 4.00 to 1.00 but less than 4.50 to 1.00	 	 	1.55	%	 	 	0.55	%
	3	 	 	Greater than or equal to 4.50 to 1.00 but less than 5.00 to 1.00	 	 	1.60	%	 	 	0.60	%
	4	 	 	Greater than or equal to 5.00 to 1.00 but less than 5.50 to 1.00	 	 	1.75	%	 	 	0.75	%
	5	 	 	Greater than or equal to 5.50 to 1.00 but less than 6.00 to 1.00	 	 	1.95	%	 	 	0.95	%
	6	 	 	Greater than or equal to 6.00 to 1.00	 	 	2.20	%	 	 	1.20	%



 






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The Leverage-Based Applicable
Margin shall be determined by the Administrative Agent from time to time based on the Leverage Ratio as set forth in the Compliance Certificate
most recently delivered by the Borrower pursuant to Section 9.3. Any adjustment to the Leverage-Based Applicable Margin shall
be effective as of the first day of the calendar month immediately following the month during which the Borrower delivers to the Administrative
Agent the applicable Compliance Certificate pursuant to Section 9.3. If the Borrower fails to deliver a Compliance Certificate
pursuant to Section 9.3, the Leverage-Based Applicable Margin shall equal the percentages corresponding to Level 6, until the first
day of the calendar month immediately following the month that the required Compliance Certificate is delivered. Notwithstanding the foregoing,
(a) for the period from the Amendment No. 7 Effective Date through but excluding the date on which the Administrative Agent first
determines the Leverage-Based Applicable Margin as set forth above, the Leverage-Based Applicable Margin shall be determined based on
Level 1 and (b) for the period from and after the Leverage Relief Period Termination Date through but excluding the date on which
the Administrative Agent first thereafter determines the Leverage-Based Applicable Margin as set forth above, the Leverage-Based Applicable
Margin shall be determined based on (i) if the Leverage Relief Period is terminated in accordance with clause (ii) of the definition of
 “Leverage Relief Period”, the Leverage Ratio set forth in the Compliance Certificate delivered on such Leverage Relief Period
Termination Date, and (ii) if the Leverage Relief Period is terminated in accordance with clause (i) of the definition of “Leverage
Relief Period”, Level 6. Thereafter, such Leverage-Based Applicable Margin shall be adjusted from time to time as set forth in this
definition. The provisions of this definition shall be subject to Section 2.5(c).


 


“Leverage Ratio”
means, as of a given date, the ratio, expressed as a percentage, of (a)(i) Indebtedness of the Parent Guarantor and its Subsidiaries
on a consolidated basis determined as of such date minus (ii) Unrestricted Cash and Cash Equivalents of the Parent Guarantor and
its Subsidiaries in excess of $25,000,000 on such date, to (b) EBITDA of the Parent Guarantor and its Subsidiaries for the period of the
four consecutive fiscal quarters ending on such date.


 


“Leverage
Relief Period” shall mean the period commencing on April 1, 2020 and ending on the earlier of (i) the earlier of (x) April
1, 2023 and (y) the day after the last day of the fifth (5th) fiscal quarter of the Parent Guarantor immediately following the
Covenant Relief Period Termination Date, and (ii) the date the Parent Guarantor delivers (a) a Compliance Certificate pursuant to Section
9.3 with respect to any fiscal quarter of the Parent Guarantor ending after the Amendment No. 8 Effective Date but prior to
March 31, 2023 that shows a Leverage Ratio of less than or equal to 7.00 to 1.00 (after giving effect to Section 1.5 below with
respect to the testing period applicable to such test date) and (b) written notice to the Administrative Agent electing to terminate
the Leverage Relief Period concurrently with the delivery of such Compliance Certificate referenced in clause (a) above.


 






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“Leverage Relief
Period Applicable Margin” shall mean, at all times during the period commencing on the Amendment No. 9 Effective Date and ending
on the Leverage Relief Period Termination Date, (i) 1.40% for Base Rate Loans, and (ii) 2.40% for LIBOR Loans.


 


“Leverage Relief
Period Termination Date” means the earlier date occurring under clauses (i) and (ii) of the definition of “Leverage
Relief Period”.


 


“LIBOR”
means, with respect to any LIBOR Loan (other than a LIBOR Daily Loan) for any Interest Period, the rate of interest obtained by dividing
(a) the rate of interest per annum determined on the basis of the rate for deposits in U.S. Dollars for a period equal to the applicable
Interest Period which appears on Reuters Screen LIBOR01 Page (or a comparable or successor quoting service approved by the Administrative
Agent) at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period by (b)
a percentage equal to 1 minus the Statutory Reserve Rate; provided that if as so determined LIBOR (including, without limitation, any
Replacement Rate with respect thereto) shall be less than one-quarter percent (0.25%), such rate shall be deemed to be one-quarter percent
(0.25%), for the purposes of this Agreement. If, for any reason, the rate referred to in the preceding clause (a) does not appear on Reuters
Screen LIBOR01 Page (or any applicable successor page), then the rate to be used for such clause (a) shall be determined by the Administrative
Agent to be the arithmetic average of the rate per annum at which deposits in U.S. Dollars would be offered by first class banks in the
London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first
day of the applicable Interest Period for a period equal to such Interest Period; provided that if as so determined LIBOR shall
be less than one-quarter percent (0.25%), such rate shall be deemed to be one-quarter percent (0.25%) for the purposes of this Agreement.
Any change in the Statutory Reserve Rate shall result in a change in LIBOR on the date on which such change in such Statutory Reserve
Rate becomes effective. Notwithstanding the foregoing, (a) if the Borrower has delivered a written notice to the Administrative Agent
certifying (i) that all or any portion of the Loan is subject to a Derivatives Contract providing for a “swap” within the
meaning of section 1a(47) of the Commodity Exchange Act and (ii) that such Derivatives Contract is not subject to a 0.25% interest rate
floor, then LIBOR shall not be subject to a floor of 0.25% with respect to the Loan or portion thereof, as applicable, and (b) if a Benchmark
Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to
LIBOR, then “LIBOR” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective
pursuant to clause (a) of Exhibit J.


 


“LIBOR Daily Loan”
means a LIBOR Loan bearing interest at a rate based on the LIBOR Market Index Rate.


 


“LIBOR Loan”
means the Loan or a portion thereof (other than a Base Rate Loan) bearing interest at a rate based on LIBOR.


 


“LIBOR Market
Index Rate” means, for any day, LIBOR as of that day for a one-month deposit in U.S. Dollars having a one-month period
determined at approximately 10:00 a.m., New York City time for such day (rather than 11:00 a.m. London time two (2) Business Days
prior to the first day of such period as otherwise provided in the definition of “LIBOR”) (or if such day is not a
Business Day, the immediately preceding Business Day). The LIBOR Market Index Rate shall be determined on a daily basis.


 






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“Lien”
as applied to the property of any Person means: (a) any security interest, encumbrance to provide security for any obligation, mortgage,
deed to secure debt, deed of trust, assignment of leases or rents, pledge, lien, hypothecation, assignment, charge, privilege or lease
constituting a Capitalized Lease Obligation, conditional sale or other title retention agreement, or other security title or encumbrance
of any kind in respect of any property of such Person, or upon the income, rents or profits therefrom, whether now owned or hereafter
acquired or arising; (b) any arrangement, express or implied, under which any property of such Person, whether now owned or hereafter
acquired or arising, is transferred, sequestered or otherwise identified for the purpose of subjecting the same to the payment of Indebtedness
or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person; (c) the authorized
filing of any financing statement under the UCC or its equivalent in any jurisdiction, other than any precautionary filing not otherwise
constituting or giving rise to a Lien, including a financing statement filed (i) in respect of a lease not constituting a Capitalized
Lease Obligation pursuant to Section 9-505 (or a successor provision) of the UCC or its equivalent as in effect in an applicable jurisdiction
or (ii) in connection with a sale or other disposition of accounts or other assets not prohibited by this Agreement in a transaction not
otherwise constituting or giving rise to a Lien; and (d) any agreement by such Person to grant, give or otherwise convey any of the
foregoing.


 


“Loan”
means the loan made, or to be made, to the Borrower by the Lenders pursuant to Section 2.1(a) and includes (if and as applicable)
any Additional Loan Advance to be made to the Borrower by an Additional Lender pursuant to Section 2.16(c). As the context requires,
the term “Loan” may also refer to a Base Rate Loan or LIBOR Loan (as applicable) or in the case of any individual Lender,
that portion of the Loan made, or to be made, to the Borrower by such Lender.


 


“Loan Document”
means this Agreement, each Note, the Guaranty, each Collateral Document and each other document or instrument now or hereafter executed
and delivered by a Loan Party in connection with, pursuant to or relating to this Agreement (other than the Fee Letter and any Derivatives
Contract), as the same may be amended, supplemented or otherwise modified from time to time.


 


“Loan Modification
Agreement” has the meaning given that term in Section 13.7(d).


 


“Loan Modification
Offer” has the meaning given that term in Section 13.7(d).


 


“Loan Party”
means the Borrower, the Parent Guarantor and the Subsidiary Guarantors.


 


“Major Renovation
Property” means a Hotel Property undergoing renovations (including all renovations that are part of an overall plan in respect
of such Hotel Property or that are similar or related to other renovations, even though not performed at the same time) that:


 


(a) have resulted in, or are
reasonably expected to result in, more than twenty-five percent (25%) of the rooms in such Hotel Property not being available for occupancy
for a period of more than sixty (60) days, or


 






    - 31 -


     


    

 


(b) have a projected cost
involving expenditures during any 18-month period that exceeds forty percent (40%) of the book value of such Hotel Property (as determined
prior to the commencement of such renovations) or


 


(c) have resulted in, or are
reasonably expected to result in, a reduction of Net Operating Income of such Hotel Property of thirty percent (30%) or more during any
period of twelve (12) consecutive months (as compared to the period of twelve (12) consecutive months immediately prior to the commencement
of such renovations).


 


A Hotel Property that ceases
operations during renovation shall constitute a Development/Redevelopment Property and shall not constitute a Major Renovation Property.


 


“Management Agreement”
means any agreement entered into by the Parent Guarantor, a Subsidiary or an Unconsolidated Affiliate under which it engages a Person
to advise it with respect to the management of a given Property and/or to manage a given Property.


 


“Manager”
means the Person engaged as a manager pursuant to a Management Agreement.


 


“Managing Agent”
means Raymond James Bank.


 


“Mandatorily Redeemable
Stock” means, with respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or
by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event
or otherwise, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity
Interest to the extent redeemable in exchange for stock that is not Mandatorily Redeemable Stock at the option of the issuer of such Equity
Interest), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is
redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest which is redeemable solely in exchange
for stock that is not Mandatorily Redeemable Stock and cash in lieu of fractional shares), in the case of each of clauses (a), (b) and
(c) above, on or prior to the Maturity Date.


 


“Margin Stock”
means “margin stock” or “margin securities” as such terms are defined in Regulation T, Regulation U and Regulation
X.


 


“Material Acquisition”
means any acquisition (whether by direct purchase, merger or otherwise and whether in one or more related transactions) by the Parent
Guarantor, the Borrower or any Subsidiary in which the purchase price of the assets acquired exceeds an amount equal to 10% of Total Asset
Value based on the most recent Compliance Certificate submitted prior to the consummation of such acquisition.


 


“Material
Adverse Effect” means a materially adverse effect on (a) the business, assets, liabilities, financial condition or
results of operations of the Parent Guarantor and its Subsidiaries taken as a whole, (b) the ability of the Borrower and the
other Loan Parties, taken as a whole, to perform their obligations under any Loan Document, (c) the validity or enforceability
of any of the Loan Documents, (d) the rights and remedies of the Lenders and the Administrative Agent under any of the Loan
Documents or (e) the timely payment of the principal of or interest on the Loan or other amounts payable in connection
therewith.


 






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“Material Contract”
means any contract or other arrangement (other than the Loan Documents), to which the Borrower, any other Loan Party or any Non-Loan Party
BB Property Subsidiary is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could
reasonably be expected to have a Material Adverse Effect.


 


“Material Plan”
means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $75,000,000.


 


“Maturity Date”
means January 25, 2023.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any successors.


 


“Mortgage” means
a mortgage, deed of trust, deed to secure debt or similar security instrument granting a Lien on real property as security for the payment
of an obligation owing to a Person.


 


“Mortgage Receivable”
means the principal amount of an obligation owing to a Person that is secured by a Mortgage.


 


“Multiemployer Plan”
means at any time a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any member of the ERISA Group is
then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including
for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.


 


“Negative Pledge”
means, with respect to a given asset, any provision of a document, instrument or agreement (other than any Loan Document or Hotel Sale
Agreement) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Indebtedness of
the Person owning such asset or any other Person (unless such prohibition does not apply to Liens securing the Guaranteed Obligations);
provided, however, that (a) an agreement that (i) conditions a Person’s ability to encumber its assets upon the maintenance
of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance
of its assets, or the encumbrance of specific assets or (ii) evidences Unsecured Indebtedness containing restrictions on encumbering assets
in the Unencumbered Pool or any direct or indirect ownership interest of the Borrower or in any Person owning a Borrowing Base Property
substantially similar to, or, taken as a whole, not more restrictive than the restrictions contained in the Loan Documents (as determined
by the Borrower in good faith) (including, without limitation, the Revolving Credit Agreement and the Capital One Term Loan Agreement)
(such an agreement, a “Financial Covenant Limitation”) and (b) Permitted Transfer Restrictions shall not constitute
a Negative Pledge.


 


“Net Operating Income”
or “NOI” means, for any Property and for a given period, the amount by which the Gross Operating Revenues of such Property
for such period exceed the Gross Operating Expenses of such Property for such period.


 






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“Net Proceeds”
means:


 


(a)       with
respect to an Equity Issuance by a Person, the aggregate amount of all cash and the Fair Market Value of all other property (other than
securities of such Person being converted or exchanged in connection with such Equity Issuance) received by such Person in respect of
such Equity Issuance, net of investment banking fees, legal fees, accountants’ fees, underwriting discounts and commissions and
other customary fees and expenses actually incurred by such Person and not payable to an Affiliate in connection with such Equity Issuance;


 


(b)       with
respect to any Asset Disposition or an Insurance and Condemnation Event, all cash proceeds as and when received by such Person in respect
thereof (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or
purchase price adjustment receivable or otherwise, but excluding any interest payments), net of (i) reasonable costs of sale (including
sales, use or other transaction taxes paid or payable as a result thereof) actually incurred by such Person and not payable to an Affiliate,
(ii) repayment of debt secured by the asset, (iii) reasonably projected income tax and/or dividend distributions required to
be paid with respect to any gain on the sale in order to avoid income or excise tax under the Internal Revenue Code and (iv) all
amounts that are set aside as a reserve (A) for adjustments in respect of the purchase price of such assets, (B) for any liabilities
associated with such sale or casualty, to the extent such reserve is required by GAAP or as otherwise required pursuant to the documentation
with respect to such sale or Insurance and Condemnation Event, (C) for the payment of unassumed liabilities relating to the assets
sold or otherwise disposed of at the time of, or within thirty (30) days after, the date of such sale or other disposition and (D) for
the payment of indemnification obligations; provided that, to the extent and at the time any such amounts are released from such reserve
and received by such Person, such amounts shall constitute Net Proceeds; and


 


(c)       with
respect to any incurrence of Borrowed Money Recourse Debt or Debt Issuance by a Person, all cash proceeds received by such Person in respect
of such incurrence or issuance, net of (i) all or any amounts used to refinance the principal and interest on any Indebtedness (and
any prepayment premiums, fees, defeasance deposits or make-whole
amounts that are contractually required to be paid in connection with such refinancing), (ii) all amounts required to be deposited
or maintained in segregated accounts as reserves in connection therewith and (iii) reasonable transaction costs (including taxes)
required to be paid in connection with the incurrence of such Borrowed Money Recourse Debt or Debt Issuance and not payable to an Affiliate.


 


Notwithstanding anything
to the contrary contained herein, with respect to any Asset Disposition or Debt Issuance by an Excluded FelcorFelCor Subsidiary,
the “Net Proceeds” from such Asset Disposition or Debt Issuance shall be (x) limited to the amount of such Net Proceeds
permitted to be distributed from such Excluded FelcorFelCor Subsidiary
to a Loan Party under the terms and provisions of the Existing Unsecured FelCor Bonds and (y) net of the principal amount of,
premium, if any, and interest on all or any portion of the Existing Unsecured FelCor Bonds that are required to be repurchased or
redeemed under the terms and provisions of the Existing Unsecured FelCor Bonds as a result of such Asset Disposition or Debt
Issuance, including the amount of proceeds from any such Asset Disposition that the Excluded FelCor Subsidiaries will be required to
offer to apply to the repurchase of the Existing Unsecured FelCor Bonds until such offer is accepted and such repurchase occurs or
is declined.


 






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“Net Proceeds Receipt
Date” means, with respect to any Prepayment Event, the date of receipt by a Loan Party of Net Proceeds from such Prepayment
Event.


 


“New Property”
means each Hotel Property acquired by the Parent Guarantor or any Subsidiary or any Unconsolidated Affiliate (as the case may be) from
the date of acquisition for a period of four full fiscal quarters after the acquisition thereof; provided, however, that,
upon the Seasoned Date for any New Property (or any earlier date selected by Borrower), such New Property shall be converted to a Seasoned
Property and shall cease to be a New Property.


 


“Non-Consenting Lender”
has the meaning given that term in Section 13.7(c).


 


“Non-Loan Party BB
Property Subsidiary” means any Subsidiary of the Borrower (other than a Subsidiary Guarantor) that directly or indirectly owns
in fee simple any Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereof.


 


“Nonrecourse Indebtedness”
means, with respect to a Person, Indebtedness for borrowed money in respect of which recourse for payment (except for customary exceptions
for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar
customary exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing
such Indebtedness.


 


“Note”
means a promissory note made by the Borrower in favor of a Lender evidencing the portion of the Loan made by such Lender, substantially
in the form of Exhibit F.


 


“Notice of Borrowing”
means a notice substantially in the form of Exhibit B (or such other form reasonably acceptable to the Administrative Agent and containing
the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.1(b) evidencing
the Borrower’s request for the borrowing of the Loan or Section 2.16(c) for the borrowing of an Additional Loan Advance.


 


“Notice of Continuation”
means a notice substantially in the form of Exhibit C (or such other form reasonably acceptable to the Administrative Agent and containing
the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.9 evidencing the
Borrower’s request for the Continuation of a LIBOR Loan.


 


“Notice of Conversion”
means a notice substantially in the form of Exhibit D (or such other form reasonably acceptable to the Administrative Agent and containing
the information required in such Exhibit) to be delivered to the Administrative Agent pursuant to Section 2.10 evidencing
the Borrower’s request for the Conversion of a Loan from one Type to another Type.


 






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“Obligations”
means, individually and collectively: (a) the aggregate principal balance of, and all accrued and unpaid interest (including
interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on, the Loan; and (b) all other indebtedness, liabilities, obligations, covenants and
duties of the Borrower or any of the other Loan Parties owing to the Administrative Agent or any Lender of every kind, nature and
description, under or in respect of this Agreement or any of the other Loan Documents, including, without limitation, the Fees and
indemnification obligations, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated
or unliquidated, and whether or not evidenced by any promissory note. For the avoidance of doubt, “Obligations” shall
not include any indebtedness, liabilities, obligations, covenants or duties in respect of Specified Derivatives Contracts.


 


“OFAC”
has the meaning given that term in Section 7.1(z).


 


“Off-Balance Sheet
Obligations” means, with respect to any Person, liabilities and obligations of such Person or any of its Subsidiaries in respect
of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities
Act) which such Person would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” section of such Person’s report on Form 10-Q or Form 10-K (or their equivalents) which such
Person is required to file with the SEC (or any Governmental Authority substituted therefor).


 


“Operating Lessee”
means, with respect to a Hotel Property, the Subsidiary of the Parent Guarantor that leases such Hotel Property from a Subsidiary of the
Parent Guarantor that is the owner or ground lessee of such Hotel Property.


 


“Operating Property
Value” means, at any date of determination,


 


(a) for each Seasoned Property,
(i) the Adjusted NOI for such Property for the period of twelve (12) months ended on such date of determination divided by (ii) the applicable
Capitalization Rate, and


 


(b) for each New Property,
the GAAP book value for such New Property (until the Seasoned Date, or earlier at Borrower’s election).


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient
and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction
pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 5.6).


 


“Outstanding Amount”
means, on any date, the aggregate outstanding principal amount of the Loan after giving effect to any borrowings and prepayments or repayments
of the Loan occurring on such date.


 






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“Ownership Share”
means, with respect to any Subsidiary of a Person (other than a Wholly-Owned Subsidiary) or any Unconsolidated Affiliate of a Person,
the greater of (a) such Person’s relative nominal direct and indirect ownership interest (expressed as a percentage) in such
Subsidiary or Unconsolidated Affiliate or (b) such Person’s relative direct and indirect economic interest (calculated as a
percentage) in such Subsidiary or Unconsolidated Affiliate determined in accordance with the applicable provisions of the declaration
of trust, articles or certificate of incorporation, articles of organization, partnership agreement, joint venture agreement or other
applicable organizational document of such Subsidiary or Unconsolidated Affiliate.


 


“Parent Guarantor”
has the meaning set forth in the introductory paragraph hereof and shall include the Parent Guarantor’s successors and permitted
assigns.


 


“Pari
Passu Bank Debt” means Pari Passu Debt other than Permitted 2021 HY Debt and any other similar senior notes or convertible notes
issued from time to time.


 


“Pari
Passu Bank Debt Term Loans” means the Pari Passu Bank Debt other than the Revolving Credit Loans (as defined in the Revolving
Credit Agreement).


 


“Pari Passu Debt”
means each other document, instrument or other agreement evidencing unsecuredUnsecured
Indebtedness of the Borrower (including any Indebtedness outstanding under the Revolving Credit Agreement) containing collateral requirements
substantially similar to those set forth in this Agreement (and, in the case of the Revolving Credit Agreement, may also include collateral
requirements with respect to Transferred Mortgages), and, with respect to any Collateral, such Indebtedness is subject to intercreditor
documentation in form, scope and substance reasonably acceptable to the Administrative Agent with parties to any such Pari Passu Debt,
and which intercreditor agreement documentation shall provide that the Liens on any Collateral securing the Guaranteed Obligations shall
have priority that is at least equal and ratable, and in no event junior, to the priority of the Liens securing such Pari Passu Debt obligations,
and, with respect to the Covenant Relief Collateral, such Indebtedness is subject to the Covenant Relief Intercreditor Agreement.


 


“Participant”
has the meaning given that term in Section 13.6(b).


 


“Participant
Register” has the meaning given to that term in Section 13.6(d).


 


“Patriot Act”
means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title
III of Pub. L. No. 107-56 (signed into law October 26, 2001)).


 


“PBGC”
means the Pension Benefit Guaranty Corporation and any successor agency.


 


“Permitted
2021 HY Debt” has the meaning given that term in Section 10.12(a)(xi).


 


“Permitted Amendment”
has the meaning given that term in Section 13.7(d).


 


“Permitted Capital
Expenditures” shall have the meaning set forth in Section 10.12(d).


 






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“Permitted Environmental
Liens” means any Lien arising out of or related to any Environmental Laws, which Lien consists solely of restrictions on the
use of real property that do not materially detract from the profitable operation of such property in the business of the Parent Guarantor,
the Borrower and its other Subsidiaries.


 


“Permitted
FelCor Parent Refinancing Indebtedness” has the meaning given that term in Section 10.12(a)(xii).


 


“Permitted Investment”
shall have the meaning set forth in Section 10.12(b).


 


“Permitted Liens”
means, with respect to any asset or property of a Person, (a)(i)  Liens securing taxes, assessments and other charges or levies imposed
by any Governmental Authority (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental
Laws (other than Permitted Environmental Liens)) or (ii) any claim of a materialman, mechanic, carrier, warehouseman or landlord
for labor, materials, supplies or rentals incurred in the ordinary course of business, which, in each case, either (x) is not at the time
required to be paid or discharged under Section 8.6 or (y) is in an amount, in the aggregate with all other such claims permitted
pursuant to this clause (y), not in excess of $1,000,000; (b) Liens consisting of deposits or pledges made, in the ordinary course
of business, in connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance or any
similar Applicable Law; (c) Liens consisting of encumbrances in the nature of zoning restrictions, easements, and rights or restrictions
of record on the use of real property, which do not materially detract from the value of such property or impair the intended use thereof
in the business of such Person; (d) the rights of tenants under leases or subleases not interfering with the ordinary conduct of
business of such Person; (e) Liens in favor of the Administrative Agent for its benefit and the benefit of the Lenders; (f) judgment
and attachment liens on Properties in respect of judgments not constituting an Event of Default, provided that, in the case of Borrowing
Base Properties, such Lien is discharged within not more than sixty (60) days or stayed pending appeal; (g) Capitalized Lease Obligations
and purchase money obligations in respect of personal property in an aggregate amount with respect to the Unencumbered Pool not to exceed
1.0% of the Unencumbered Asset Value (or during the Restriction Period, the Revised Unencumbered Asset Value) in the aggregate; (h) Liens
identified in Schedule 1.2 hereto; (i) Liens in favor of the Administrative Agent securing the Guaranteed Obligations; (j)(i) Liens
on the Collateral securing Pari Passu Debt obligations solely to the extent such Liens are pari passu with or junior to the Liens securing
the Guaranteed Obligations and (ii) Liens on the Covenant Relief Collateral securing Pari Passu Debt obligations solely to the extent
(x) such Liens are pari passu with or junior to the Liens securing the Guaranteed Obligations and (y) such Pari Passu Debt obligations
are subject to the Covenant Relief Intercreditor Agreement; (k) to the extent constituting a Lien, any Permitted Transfer Restrictions
and any provision contained in any Hotel Sale Agreement restricting the creation of Liens on, or the sale, transfer or other disposition
of, any property that is the subject of such Hotel Sale Agreement; and (l) Liens securing Indebtedness permitted pursuant to Section 10.12(a)(v);
provided that if any Liens described in this clause (l) shall encumber any Borrowing Base Property or any direct or indirect ownership
interest of the Borrower in any Person owning any Borrowing Base Property, the Guaranteed Obligations shall concurrently with the granting
thereof be secured by a Lien on the same such assets pursuant to Collateral Documents and intercreditor agreements reasonably satisfactory
to the Administrative Agent.


 






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“Permitted Refinancing
Indebtedness” means any Indebtedness (the “Refinancing Indebtedness”), the proceeds of which are used to
refinance, refund, renew, extend or replace Indebtedness that is permitted pursuant to Sections 10.12(a)(i) through (viii)
(such outstanding Indebtedness, the “Refinanced Indebtedness”); provided that (a) to the extent the principal amount
(or accreted value, if applicable) of such Refinancing Indebtedness (including any unused commitments thereunder) is greater than the
sum of (i) the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness (including any unused commitments thereunder)
at the time of such refinancing, refunding, renewal, extension or replacement, (ii) an amount equal to any original issue discount thereon,
(iii) the amount of unpaid accrued interest and premium thereon, (iv) customary reserves required to be funded and maintained in connection
with such Refinanced Indebtedness, and (v) other reasonable amounts paid to Persons other than Affiliates, and fees and expenses reasonably
incurred and payable to persons other than Affiliates, in connection with such refinancing, refunding, renewal, extension or replacement,
such excess shall be applied as a mandatory prepayment of the Obligations to the extent required pursuant to Section 2.8(b)(iv); (b) no
maturity of such Refinancing Indebtedness shall occur prior to the Maturity Date; (c) such Refinancing Indebtedness shall not
be secured by Liens on assets other than assets securing the Refinanced Indebtedness at the time of such refinancing, refunding, renewal,
extension or replacement (or, in the case of any Refinancing Indebtedness the proceeds of which are used to refinance, refund, renew,
extend or replace any of the Loan and Pari Passu Debt, Liens on such other assets that also secure the Loan and Pari Passu Debt on a pari
passu basis in accordance with the Covenant Relief Intercreditor Agreement); (cd) such
Refinancing Indebtedness shall not be guaranteed by or otherwise recourse to any Person other than the Person(s) to whom the Refinanced
Indebtedness is recourse or by whom it is guaranteed, in each case as of the time of such refinancing, refunding, renewal, extension or
replacement (or, in the case of any Refinancing Indebtedness the proceeds of which are used to refinance, refund, renew, extend or replace
any of the Loan and Pari Passu Debt, unless such Person also guarantees (on substantially the same terms) the Loan and the Pari Passu
Debt); and (de)
no Default or Event of Default shall have occurred and be continuing at the time of, or would result from, such refinancing, refunding,
renewal, extension or replacement.


 


“Permitted Transfer
Restrictions” means (a) reasonable and customary restrictions on transfer, mortgage liens, pledges and changes in beneficial
ownership arising under Management Agreements, Franchise Agreements and ground leases entered into in the ordinary course of business
(including in connection with any acquisition or development of any applicable Hotel Property, without regard to the transaction value),
including rights of first offer or refusal arising under such agreements and leases, in each case, that limit, but do not prohibit, sale
or mortgage transactions and (b) reasonable and customary obligations, encumbrances or restrictions contained in agreements not constituting
Indebtedness entered into with limited partners or members of the Borrower or of any other Subsidiary of the Parent Guarantor imposing
obligations in respect of contingent obligations to make any tax “make whole” or similar payment arising out of the sale or
other transfer of assets reasonably related to such limited partners’ or members’ interest in the Borrower or such Subsidiary
pursuant to “tax protection” or other similar agreements.


 


“Person”
means any natural person, corporation, limited partnership, general partnership, joint stock company, limited liability company, limited
liability partnership, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization,
whether or not a legal entity, or any other nongovernmental entity, or any Governmental Authority.


 






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“Plan”
means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject
to the minimum funding standards under Section 412 of the Internal Revenue Code and either (a) is maintained, or contributed
to, by any member of the ERISA Group for employees of any member of the ERISA Group or (b) has at any time within the preceding five
years been maintained, or contributed to, by any Person which was at such time a member of the ERISA Group for employees of any Person
which was at such time a member of the ERISA Group.


 


“Plan of Division”
means a plan of division adopted by a Delaware LLC as required by any applicable governmental authority in order to legally effectuate
a Delaware LLC Division, including, without limitation, a plan of division as described in Section 18-217 of the Delaware Limited Liability
Company Act, as amended from time to time.


 


“Pledge Agreement”
means, other than the Collateral Relief Period Pledge Agreement, any pledge or security agreement entered into after the Amendment No.
7 Effective Date among the Borrower and certain Subsidiaries of the Borrower and the Administrative Agent, for the benefit of the Administrative
Agent, the other Secured Parties, any holder, representative and/or agent with respect to any Pari Passu Debt obligations (as required
by this Agreement, any other Loan Document or any Pari Passu Debt documentation) and, if applicable, any collateral agent or trustee,
in form and substance reasonably satisfactory to the Administrative Agent.


 


“Pledge Default”
has the meaning given that term in Section 11.1.


 


“Pledged Subsidiary”
means any Subsidiary Guarantor and any Non-Loan Party BB Property Subsidiary owned directly or indirectly by the Parent Guarantor, the
Equity Interests of which do not constitute Excluded Pledged Collateral or Covenant Relief Excluded Pledged Collateral, as applicable.


 


“Post-Closing Delivery
Date” means the date which is thirty (30) days after the Amendment No. 8 Effective Date (or such later date as the Administrative
Agent may approve).


 


“Post-Default Rate”
means (a) in respect of any principal of the Loan, the rate otherwise applicable plus an additional two percent (2%) per annum and (b)
with respect to any other Obligation (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), or any amount
owing by a Lender to the Administrative Agent pursuant to Section 11.8, at a rate
per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Base Rate Loans plus two percent (2%).


 


“Preferred Dividends”
means, for any period and without duplication, all Restricted Payments paid during such period on Preferred Equity Interests issued by
the Parent Guarantor or any of its Subsidiaries. Preferred Dividends shall not include dividends or distributions (a) paid or payable
solely in Equity Interests (other than Mandatorily Redeemable Stock) payable to holders of such class of Equity Interests, (b) paid
or payable to the Parent Guarantor or any of its Subsidiaries, or (c) constituting or resulting in the redemption of Preferred Equity
Interests, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.


 






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“Preferred Equity
Interests” means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over
any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.


 


“Prepayment Event”
means any event triggering the prepayment requirement under clauses (A) through and
including (C) of Section 2.8(b)(iv).


 


“Prepayment Period”
means any period after the termination of the Restriction Period, commencing on the occurrence of a Collateral Trigger Date to but excluding
the Prepayment Provisions Termination Date subsequent to such Collateral Trigger Date.


 


“Prepayment Provisions
Termination Date” has the meaning given that term in Section 11.5(c).


 


“Prepayment Waterfall”
means the application of Net Proceeds set forth in Schedule II.


 


“Prime Rate”
means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate.
Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties
hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not
necessarily be its lowest or best rate charged to its customers or other banks.


 


“Principal Office”
means Wells Fargo’s office located at 600 South 4th St., 8th Floor, Minneapolis, MN 55415, or any other subsequent office that the
Administrative Agent shall have specified as the Principal Office by written notice to the Borrower and the Lenders.


 


“Property”
means a parcel of real property and the improvements thereon owned or ground leased (in whole or in part) by the Parent Guarantor or any
of its Subsidiaries (or, if applicable, Unconsolidated Affiliates).


 


“Pro Rata Share”
means, as to each Lender, the ratio, expressed as a percentage of (i) the Outstanding Amount of the Loan (including any Additional Loan
Advances) held by such Lender to (ii) the Outstanding Amount of the Loan (including any Additional Loan Advances) held by all Lenders.


 


“PTE” means
a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“QFC” has
the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


“QFC Credit Support”
has the meaning given that term in Section 13.22.


 


“Qualified Earlier
Maturing Indebtedness” has the meaning given that term in Section 2.8(b)(iv)(D).


 






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“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee
or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes
an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause
another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II)
of the Commodity Exchange Act.


 


“Qualified Ground
Lease” means, with respect to a Hotel Property, a ground lease that (a) has a remaining term (including renewal options that
are exercisable without condition) of not less than fifty (50) years as of the Amendment No. 7 Effective Date, for Hotel Properties included
as of the Amendment No. 7 Effective Date, or at the time such Hotel Property is first included as a Borrowing Base Property, in the case
of Hotel Properties included thereafter, or (b) in the event that such remaining term is less than fifty (50) years, such ground lease
(i) either contains an unconditional end-of-term purchase option in favor of the lessee for consideration that is de minimus or provides
that the lessee’s leasehold interest therein automatically becomes a fee-owned interest at the end of the term, (ii) permits a leasehold
mortgage, and (iii) provides that such lease may not be terminated by the ground lessor without prior notice to the leasehold mortgagee
and an opportunity for such leasehold mortgagee to cure any default by the lessee (including adequate time for the leasehold mortgagee
to obtain possession to effect such cure). Notwithstanding the foregoing, until the Maturity Date, the following Hotel Properties shall
be deemed to be subject to Qualified Ground Leases, even if the remaining term is less than fifty (50) years: (i) Doubletree Suites by
Hilton Orlando Lake Buena Vista, (ii) Embassy Suites San Francisco Airport Waterfront, and (iii) Wyndham New Orleans French Quarter.


 


“Rating Agency”
means S&P, Moody’s, Fitch or any other nationally recognized securities rating agency selected by the Borrower and approved
of by the Administrative Agent in writing.


 


“Ratings-Based Applicable
Margin” means the percentage rate set forth below corresponding to the level (each, a “Level”) into which
the Credit Rating then falls:


 


	Level	 	 	Credit Rating	 	Applicable Margin for

 LIBOR Loans	 	 	Applicable Margin for

 Base Rate Loans	 
	 	1	 	 	A-/A3 or better	 	 	0.90	%	 	 	0.00	%
	 	2	 	 	BBB+/Baa1	 	 	0.95	%	 	 	0.00	%
	 	3	 	 	BBB/Baa2	 	 	1.10	%	 	 	0.10	%
	 	4	 	 	BBB-/Baa3	 	 	1.35	%	 	 	0.35	%
	 	5	 	 	Lower than BBB-/Baa3/Unrated	 	 	1.75	%	 	 	0.75	%



 






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During
any period for which the Borrower or the Parent Guarantor, as applicable, has received three (3) Credit Ratings which are not equivalent,
the Ratings-Based Applicable Margin will be determined by (a) the highest Credit Rating if the highest Credit Rating and the second highest
Credit Rating differ by only one Level or (b) the average of the two highest Credit Ratings if they differ by two or more Levels (unless
the average is not a recognized Level, in which case the Ratings-Based Applicable Margin will be based on the Credit Rating one Level
below the Level corresponding to the highest Credit Rating).  During any period for which the Borrower or the Parent Guarantor, as
applicable, has received only two (2) Credit Ratings and such Credit Ratings are not equivalent, the Ratings-Based Applicable Margin will
be determined by (i) the highest Credit Rating if they differ by only one Level or (ii) the average of the two Credit Ratings if they
differ by two or more Levels (unless the average is not a recognized Level, in which case the Ratings-Based Applicable Margin will be
based on the Credit Rating one Level below the Level corresponding to the higher Credit Rating).  During any period for which the
Borrower or the Parent Guarantor, as applicable, has received no Credit Rating from Fitch, if the Borrower or the Parent Guarantor, as
applicable, also ceases to have a Credit Rating from one of S&P or Moody’s, then the Ratings-Based Applicable Margin shall be
determined based on the remaining such Credit Rating.  Notwithstanding any Credit Rating from Fitch, during any period in which neither
S&P nor Moody’s has provided a Credit Rating corresponding to Level 4 or better to the Borrower or the Parent Guarantor,
as applicable, the Ratings-Based Applicable Margin shall be determined based on Level 5.


 


On
the Investment Grade Pricing Effective Date, the Ratings-Based Applicable Margin shall be determined based upon the Credit Rating(s) specified
in the certificate delivered pursuant to clause (b) of the definition of “Investment Grade Pricing Effective Date”.
Thereafter, any change in the Borrower’s or the Parent Guarantor’s Credit Rating, as applicable, which would cause it to move
to a different Level shall be effective as of the first day of the first calendar month immediately following receipt by the Administrative
Agent of written notice delivered by the Borrower or the Parent Guarantor, as applicable, in accordance with the Loan Documents that the
Borrower’s or the Parent Guarantor’s Credit Rating, as applicable, has changed; provided, however, that if the Borrower
or the Parent Guarantor, as applicable, has not delivered such required notice but the Administrative Agent becomes aware that the Borrower’s
or the Parent Guarantor’s Credit Rating, as applicable, has changed, then the Administrative Agent may, in its sole discretion and
upon written notice to the Borrower and the Lenders, adjust the Level effective as of the first day of the first calendar month following
the date on which the Administrative Agent becomes aware that the Borrower’s or the Parent Guarantor’s Credit Rating, as applicable,
has changed.


 


“Recipient”
means (a) the Administrative Agent and (b) any Lender, as applicable.


 


“Register”
has the meaning given that term in Section 13.6(c).


 



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“Regulation T”
means Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.


 


“Regulation U”
means Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.


 


“Regulation X”
means Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.


 


“Regulatory Change”
means, with respect to any Lender, any change effective after the Agreement Date in Applicable Law (including, without limitation, Regulation D
of the Board of Governors of the Federal Reserve System) or the adoption or making after such date of any interpretation, directive or
request applying to a class of banks, including such Lender, of or under any Applicable Law (whether or not having the force of law and
whether or not failure to comply therewith would be unlawful) by any Governmental Authority or monetary authority charged with the interpretation
or administration thereof or compliance by any Lender with any request or directive regarding capital adequacy or liquidity. Notwithstanding
anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives thereunder or issued in connection therewith, and (b) all requests, rules, guidelines or directives promulgated by the Bank
for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States
or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”
regardless of the date enacted, adopted, implemented or issued.


 


“Reinvestment Period”
has the meaning given that term in Section 2.8(b)(iii)(A).


 


“REIT”
means a Person qualifying for treatment as a “real estate investment trust” within the meaning of Section 856 of the Internal
Revenue Code.


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, shareholders, directors, trustees, officers, employees,
agents, counsel, other advisors and representatives of such Person and of such Person’s Affiliates.


 


“Release”
means either (a) the Investment Grade Release or (b) a Collateral Release, as the case may be.


 


“Release Certificate”
has the meaning given that term in Section 8.15(b).


 


“Requisite Lenders”
means, as of any date, Lenders having more than fifty percent (50%) of the Loan (including any Additional Loan Advances); provided that
(i) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and the Pro
Rata Shares shall be redetermined, for voting purposes only, to exclude the Pro Rata Shares of such Defaulting Lenders, and (ii) at all
times when two or more Lenders (excluding Defaulting Lenders) are party to this Agreement, the term “Requisite Lenders” shall
in no event mean less than two Lenders.


 


“Resolution Authority”
means an EEA Resolution Authority, or, with respect to any UK Financial Institution, a UK Resolution Authority.


 






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“Responsible Officer”
means with respect to any Person, the chief executive officer, chief financial officer or treasurer of such Person.


 


“Restricted Payment”
means: (a) any dividend or other distribution, direct or indirect, on account of any Equity Interest of the Parent Guarantor or any
of its Subsidiaries now or hereafter outstanding; (b) any redemption, conversion, exchange, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any Equity Interest of the Parent Guarantor or any of its Subsidiaries
now or hereafter outstanding; and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options
or other rights to acquire any Equity Interests of the Parent Guarantor or any of its Subsidiaries now or hereafter outstanding; in the
case of each of (a), (b) and (c), other than a payment, redemption, exchange or similar transaction to the extent the consideration paid
by the Parent Guarantor or any of its Subsidiaries is shares of Equity Interests that do not constitute Mandatorily Redeemable Stock;
provided that payments for, in respect of or in connection with the Permitted 2021 HY Debt constituting convertible notes shall not constitute
Restricted Payments.


 


“Restriction Period”
shall mean the period commencing on the Amendment No. 8 Effective Date and, so long as no Default or Event of Default is then continuing,
terminating on the earlier of (i) the date that the Covenant Relief Period is terminated in accordance with clause (ii) of the definition
thereof, and (ii) the date the Parent Guarantor delivers the Compliance Certificate with respect to the fiscal quarter of the Parent Guarantor
ending March 31June 30,
2022 in accordance with Section 9.3 of this Agreement demonstrating compliance with the levels of the Financial Covenants for the
testing period ending on March 31June
30, 2022.


 


“Revised Unencumbered
Asset Value” means at any time the Unencumbered Asset Value at such time; provided, that during the Restriction Period, the
Operating Property Value of any Borrowing Base Property included in the determination of Unencumbered Asset Value at such time shall be
determined based on (i) with respect to any Borrowing Base Property in the Unencumbered Pool as of December 31, 2019, the Operating Property
Value of such Borrowing Base Property as of December 31, 2019, and (ii) with respect to any Borrowing Base Property added after December
31, 2019, the Operating Property Value of such Borrowing Base Property at any time (i.e., in the case of this clause (ii), calculated
in the same manner as set forth in the definition of Unencumbered Asset Value).


 


“Revolving Credit
Agreement” means the Third Amended and Restated Credit Agreement dated as of December 18, 2019, as amended by that certain First
Amendment to Third Amended and Restated Credit Agreement dated as of June 24, 2020, betweenas
further amended by the Second Amendment to Third Amended and Restated Credit Agreement, dated as of December 10, 2020, and as further
amended by the Third Amendment to Third Amended and Restated Credit Agreement, dated as of June 10, 2021, among the Borrower,
the Parent Guarantor, Wells Fargo as administrative agent and the lenders party thereto (as the same may be modified, amended or supplemented
from time to time).


 


“Revolving Credit
Commitment” has the meaning given to such term in the Revolving Credit Agreement.


 


“Sanctioned Country”
means, at any time, a country, region or territory which is, or whose government is, the subject or target of any Sanctions.


 






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“Sanctioned Person”
means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department
of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority,
(b) any Person operating, organized or resident in a Sanctioned Country, (c) an agency of the government of a Sanctioned Country, or (d)
any Person fifty (50) percent or more owned or otherwise controlled by any such Person or Persons described in clause (a) or (b).


 


“Sanctions”
means economic or financial sanctions, sectoral sanctions, secondary sanctions or trade embargoes imposed, administered or enforced from
time to time by the U.S. government (including those administered by OFAC), the European Union, Her Majesty’s Treasury, or other
relevant sanctions authority.


 


“Seasoned Date”
means the first day on which an acquired Hotel Property has been owned for four (4) full fiscal quarters following the date of acquisition.


 


“Seasoned Property”
means (a) each Hotel Property (other than a New Property) owned in fee simple by, or subject to a ground lease to, the Parent Guarantor
or any of its Subsidiaries or Unconsolidated Affiliates and (b) upon the occurrence of the Seasoned Date of any New Property, such Hotel
Property.


 


“SEC” means
the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Secured Indebtedness”
means, with respect to a Person as of a given date, the aggregate principal amount of all Indebtedness of such Person outstanding on such
date that is secured in any manner by any Lien on any Property or (to the extent hereinafter provided) any Equity Interests and, in the
case of the Parent Guarantor, shall include (without duplication) the Parent Guarantor’s Ownership Share of the Secured Indebtedness
of its Unconsolidated Affiliates; provided, however, that Indebtedness of the type described in clause (g) of the definition of Indebtedness
shall not constitute Secured Indebtedness. Notwithstanding the foregoing, (a) subject to clause (b) below, Indebtedness that is secured
by a pledge of Equity Interests and not by Property owned by the issuer of such Equity Interests shall constitute Secured Indebtedness
only if such Property also secures Indebtedness of such issuer and (b) any Indebtedness evidenced or secured by a Transferred Mortgage
shall not constitute “Secured Indebtedness” for all purposes herein, including Section 10.1(c). For clarity, Indebtedness
hereunder secured by the Covenant Relief Collateral or the Collateral and, to the extent secured by the Covenant Relief Collateral or
the Collateral on a pari passu or junior basis with the Guaranteed Obligations, Indebtedness under the Capital One Term Loan Agreement,
the Revolving Credit Agreement or any other Pari Passu Debt, shall not constitute Secured Indebtedness.


 


“Secured Parties”
means the holders of the Guaranteed Obligations from time to time and shall include (a) each Lender in respect of its Loans, (b) the Administrative
Agent and the Lenders in respect of all other present and future obligations and liabilities of the Parent Guarantor, the Borrower and
each Subsidiary of every type and description arising under or in connection with this Agreement or any other Loan Document, (c) each
Specified Derivatives Provider, (d) each Indemnified Party, and (e) their respective successors and (in the case of a Lender, permitted)
transferees and assigns.


 






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“Securities Act”
means the Securities Act of 1933, as amended from time to time, together with all rules and regulations issued thereunder.


 


“Seventh Amendment
Effective Date” means December 18, 2019.


 


“Solvent”
means, when used with respect to any Person, that (a) the fair value and the fair salable value of its assets (excluding any Indebtedness
due from any Affiliate of such Person) are each in excess of the fair valuation of its total existing debts and liabilities (including
all contingent liabilities), as such value and such liabilities are determined in accordance with Sections 101 of the Bankruptcy Code
or Sections 1 and 2 of the Uniform Fraudulent Transfer Act; (b) such Person is able to generally pay its debts or other obligations
in the ordinary course as they mature; and (c) such Person has capital not unreasonably small to carry on its business and all business
in which it proposes to be engaged.


 


“Specified Derivatives
Contract” means any Derivatives Contract that is made or entered into at any time, or in effect at any time now or hereafter,
whether as a result of an assignment or transfer or otherwise, between or among the Borrower or any Subsidiary of the Borrower and any
Specified Derivatives Provider, and which was not prohibited by any of the Loan Documents when made or entered into.


 


“Specified Derivatives
Obligations” means all indebtedness, liabilities, obligations, covenants and duties of the Borrower under or in respect of any
Specified Derivatives Contract, whether direct or indirect, absolute or contingent, due or not due, liquidated or unliquidated, and whether
or not evidenced by any written confirmation.


 


“Specified Derivatives
Provider” means (a) any Lender, or any Affiliate of a Lender or (b) any Person that was a Lender or an Affiliate of a Lender
at the time the Derivatives Contract was entered into, in each case that is party to a Derivatives Contract.


 


“S&P”
means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or any successor.


 


“Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve, liquid asset, fees or similar requirements (including any marginal, special, emergency
or supplemental reserves or other requirements) established by any central bank, monetary authority, the Board, the Financial Conduct
Authority, the Prudential Regulation Authority, the European Central Bank or other Governmental Authority for any category of deposits
or liabilities customarily used to fund loans in the applicable currency, expressed in the case of each such requirement as a decimal. 
LIBOR Loans shall be deemed to be subject to such reserve, liquid asset, fee or similar requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any Lender under any applicable law, rule or regulation, and
such reserve, liquid asset, fees or similar requirements shall include those imposed pursuant to Regulation D of the Board.  The
Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar
requirement.


 






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“Subsidiary”
means, for any Person, any corporation, partnership, limited liability company, trust or other entity of which at least a majority of
the Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors, trustees or other
individuals performing similar functions of such corporation, partnership, limited liability company, trust or other entity (without regard
to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries
of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are
consolidated with those of such Person pursuant to GAAP.


 


“Subsidiary Guarantors”
means, other than Subsidiaries released from their obligations under the Guaranty in accordance with Section 8.14 or Section 8.15,
as applicable, collectively, (i) each Subsidiary that hereafter joins in the Guaranty by execution of an Accession Agreement (or Guaranty,
as the case may be) pursuant to Section 8.14.  and (ii) the Subsidiaries
identified in Schedule 1.1 hereto on the Amendment No. 7 Effective Date.


 


“Subsidiary Guaranty
and Pledge Documents” means, with respect to any Subsidiary that is required to become a Subsidiary Guarantor pursuant to Section 8.14
or a Pledged Subsidiary pursuant to Section 8.14 or Section 8.16, the following documents: (x)  an Accession Agreement
executed by any such Subsidiary Guarantor, (y) during a Collateral Period, a joinder to the Pledge Agreement (in the form contemplated
thereby) (or if the Pledge Agreement is not then in effect, the Pledge Agreement) or during the Covenant Relief Pledged Collateral Period,
a joinder to the Covenant Relief Pledge Agreement and the Covenant Relief Intercreditor Agreement, in each case, executed by the Borrower
or any Subsidiary of the Parent Guarantor that owns any Equity Interests in any such Pledged Subsidiary and (z) the items with respect
to such Subsidiary Guarantor, the Borrower or Subsidiary, as the case may be, that would have been delivered under Sections 6.1(a)(iv)
through (viii) and (xiv) if such Subsidiary Guarantor or Subsidiary had been a Subsidiary Guarantor on the Agreement Date (in the
case of Section 6.1(a)(iv), unless waived by the Administrative Agent in its sole discretion), each in form and substance
reasonably satisfactory to the Administrative Agent.


 


“Supported QFC”
has the meaning given that term in Section 13.22.


 


“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a
 “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Syndication Agent”
means PNC Bank, National Association.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees
or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Total Asset Value”
means, without duplication, the sum of (a) the following amounts with respect to the following assets owned by Parent Guarantor or any
of its Subsidiaries: (i) the Operating Property Value of all Hotel Properties; (ii) the amount of all Unrestricted Cash and Cash Equivalents;
(iii) the book value of all Development/Redevelopment Properties, Mortgage Receivables and Unimproved Land; and (iv) the contract purchase
price for all assets under contract for purchase (to the extent included in Indebtedness); plus (b) the applicable Ownership
Share of any Unconsolidated Affiliate of the Parent Guarantor of any asset described in clause (a) above. For purposes of determining
Total Asset Value, (u) to the extent the amount of Total Asset Value attributable to Unimproved Land would exceed 2.5% of Total Asset
Value, such excess shall be excluded, (v) to the extent the amount of Total Asset Value attributable to Mortgage Receivables would exceed
15% of Total Asset Value, such excess shall be excluded, (w) to the extent the amount of Total Asset Value attributable to Unconsolidated
Affiliates would exceed 10% of Total Asset Value, such excess shall be excluded, (x) to the extent the amount of Total Asset Value attributable
to Development/Redevelopment Properties would exceed 10% of Total Asset Value, such excess shall be excluded, (y) to the extent the amount
of Total Asset Value attributable to Major Renovation Properties would exceed 10% of Total Asset Value, such excess shall be excluded,
and (z) to the extent the amount of Total Asset Value attributable to assets subject to limitation under the foregoing clauses (u) through
(y) would exceed 35% of Total Asset Value, such excess shall be excluded. Notwithstanding anything to the contrary contained herein,
during the Restriction Period, for purposes of calculating Total Asset Value under Sections 11.1(d), (e), (f),
(h) and (i) of this Agreement, the Operating Property Value of any Hotel Property included in the determination of Total
Asset Value at any time shall (i) with respect to any Hotel Property owned or leased by Parent Guarantor or any of its Subsidiaries on
December 31, 2019, be measured based on the Operating Property Value of such Hotel Property as of December 31, 2019, and (ii) with respect
to any Hotel Property acquired or leased by Parent Guarantor or any of its Subsidiaries after December 31, 2019, be measured based on
the Operating Property Value of such Hotel Property at the time of determination.


 






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“Tranche
A-2 Term Loan Maturity Date” has the meaning set forth in the Revolving Credit Agreement.


 


“Transferred Mortgage”
has the meaning given that term in the Revolving Credit Agreement. The Transferred Mortgages will not constitute Collateral for the Obligations.


 


“Twelve
Month Prepayment Date” has the meaning given that term in Section 2.8(b)(iv)(C)(ii).


 


“Type”
with respect to any Loan, refers to whether such Loan is a LIBOR Loan, a LIBOR Daily Loan or a Base Rate Loan.


 


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


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by
the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 






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“Unconsolidated Affiliate”
means, with respect to any Person, any other Person in whom such Person holds an Investment, which Investment is accounted for in the
financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP
with the financial results of such Person on the consolidated financial statements of such Person.


 


“Unencumbered Adjusted
NOI” means, for any period, the aggregate Adjusted NOI of the Unencumbered Pool.


 


“Unencumbered Asset
Value” means at any time the Operating Property Value of the Unencumbered Pool at such time. For purposes of determining Unencumbered
Asset Value, to the extent the amount of Unencumbered Asset Value attributable to Borrowing Base Properties subject to a Qualified Ground
Lease would exceed 30% of Unencumbered Asset Value, such excess shall be excluded (provided that any Qualified Ground Lease that either
(i) contains an unconditional end-of-term purchase option in favor of the lessee for consideration that is, in the reasonable judgment
of the Administrative Agent, de minimis or (ii) provides that the lessee’s leasehold interest therein automatically becomes
a fee-owned interest at the end of the term shall not be included for purposes of this limitation). For clarity, the percentage limitation
in the preceding sentence shall operate only to exclude from the calculation of Unencumbered Asset Value the value of a Borrowing Base
Property in excess of such limitation (and shall not otherwise cause the property to cease to be a Borrowing Base Property).


 


“Unencumbered Leverage
Ratio” means, as of a given date, the ratio, expressed as a percentage, of (i) (x) Unsecured Indebtedness of the Parent Guarantor
and its Subsidiaries (other than the Excluded FelCor Subsidiaries) on a consolidated basis minus (y) Unrestricted Cash and Cash Equivalents
of the Parent Guarantor and its Subsidiaries (other than the Excluded FelCor Subsidiaries) in excess of $25,000,000, to (ii) Unencumbered
Asset Value.


 


“Unencumbered Leverage
Ratio Increase Period” has the meaning given such term in Section 10.1(e).


 


“Unencumbered Pool”
means, at any time, collectively, those Hotel Properties that constitute Borrowing Base Properties at such time.


 


“Unfunded Liabilities”
means, with respect to any Plan at any time, the amount (if any) by which (a) the value of all benefit liabilities under such Plan, determined
on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (b) the fair market
value of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined
as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a
member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.


 


“Uniform System”
means the Uniform System of Accounts for the Lodging Industry, Tenth Revised Edition 2006, as published by the Education Institute of
the American Hotel & Motel Association, as revised from time to time to the extent such revision has been or is in the process of
being generally implemented within such Uniform System of Accounts.


 






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“Unimproved Land”
means land on which no development (other than improvements that are not material and are temporary in nature) has occurred.


 


“Unrestricted Cash
and Cash Equivalents” means, with respect to any Person, cash and Cash Equivalents of such Person that are free and clear of
all Liens and not subject to any restrictions on the use thereof to pay Indebtedness and other obligations of such Person.


 


“Unsecured Indebtedness”
means, with respect to a Person, Indebtedness of such Person that is not Secured Indebtedness; provided, however, that (i) any Indebtedness
that is secured only by a pledge of Equity Interests shall be deemed to be Unsecured Indebtedness unless the same constitutes Secured
Indebtedness as provided in clause (a) of the last sentence of the definition of “Secured Indebtedness”; and (ii) Indebtedness
of the type described in clause (g) of the definition of Indebtedness shall not constitute Unsecured Indebtedness.


 


“Unsecured Indebtedness
Subsidiary” means (a) any Subsidiary of the Parent Guarantor (other than (i) any Excluded Subsidiary that has a payment
obligation (including a Guarantee) in respect of Unsecured Indebtedness solely constituting any of the following (x) Indebtedness
under performance or surety bonds, (y) Indebtedness of the type described in clause (d) of the definition of “Indebtedness”
and (z) trade debt, in each case incurred in the ordinary course of business and (ii) an Excluded FelCor Subsidiary) that is
a borrower or a guarantor, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness and (b) each Excluded FelCor
Subsidiary that is a borrower or a guarantor, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness of the Parent
Guarantor and its Subsidiaries other than Excluded FelCor Subsidiaries (other than, in each case, (i) obligations arising under the
Loan Documents and (ii) intercompany Indebtedness between or among any of the Parent Guarantor, the Borrower and their respective Subsidiaries).


 


“Unsecured Interest
Expense” means, for any period of four consecutive fiscal quarters, the greater of (a) actual Interest Expense on all Unsecured
Indebtedness of the Parent Guarantor and its Subsidiaries (other than the Excluded FelCor Subsidiaries) on a consolidated basis and (b)
an amount equal to the aggregate of, for each portion of such Unsecured Indebtedness, the product of (i) the outstanding principal balance
of such portion of such Unsecured Indebtedness and (ii) 6.00%.


 


“U.S. Person”
means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.


 


“U.S. Special Resolution
Regimes” has the meaning given that term in Section 13.22.


 


“U.S. Tax Compliance
Certificate” has the meaning given that term in Section 3.10(g)(ii)(B)(III).


 


“Wells Fargo”
means Wells Fargo Bank, National Association, and its successors and assigns.


 


“Wholly-Owned Subsidiary”
means any Subsidiary of a Person in respect of which all of the Equity Interests (other than, in the case of a corporation, directors’
qualifying shares) are at the time directly or indirectly owned or controlled by such Person or one or more other Subsidiaries of
such Person or by such Person and one or more other Subsidiaries of such Person.


 






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“Withholding Agent”
means (a) the Borrower, (b) any other Loan Party and (c) the Administrative Agent, as applicable.


 


“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 


Section 1.2          
General; References to New York City Time.


 


Unless otherwise indicated,
all accounting terms, ratios and measurements shall be interpreted or determined in accordance with GAAP as in effect on the Amendment
No. 7 Effective Date; provided that, if at any time any change in GAAP would affect the computation of any financial ratio or requirement
set forth in any Loan Document, and either the Borrower or the Requisite Lenders shall so request, the Administrative Agent, the Lenders
and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of
such change in GAAP (subject to the approval of the Requisite Lenders); provided further that, until so amended, (i) such ratio
or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide
to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such
change in GAAP. References in this Agreement to “Sections”, “Articles”, “Exhibits” and “Schedules”
are to sections, articles, exhibits and schedules herein and hereto unless otherwise indicated. References in this Agreement to any document,
instrument or agreement (a) shall include all exhibits, schedules and other attachments thereto, (b) shall include all documents,
instruments or agreements issued or executed in replacement thereof, to the extent permitted hereby and (c) shall mean such document,
instrument or agreement, or replacement or predecessor thereto, as amended, supplemented, restated or otherwise modified from time to
time to the extent not otherwise stated herein or prohibited hereby and in effect at any given time. Wherever from the context it appears
appropriate, each term stated in either the singular or plural shall include the singular and plural, and pronouns stated in the masculine,
feminine or neuter gender shall include the masculine, the feminine and the neuter. Unless explicitly set forth to the contrary, a reference
to “Subsidiary” means a Subsidiary of the Parent Guarantor or a Subsidiary of such Subsidiary (including the Borrower and
any Subsidiary of the Borrower) and a reference to an “Affiliate” means a reference to an Affiliate of the Parent Guarantor
(including any Affiliate of the Borrower). Except as expressly provided otherwise in any Loan Document, (i) any reference to any
law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such
law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified,
extended, restated, replaced or supplemented from time to time and (ii) any reference to any Person shall be construed to include such
Person’s permitted successors and permitted assigns. Titles and captions of Articles, Sections, subsections and clauses in this
Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. Unless otherwise indicated, all references
to time are references to New York City time. The calculation of liabilities shall not include any fair value adjustments to the carrying
value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25
(formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing
entities to elect fair value option for financial liabilities. Therefore, the amount of any Indebtedness shall be the historical cost
basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount. Notwithstanding
the first sentence of this Section 1.2, all accounting terms, ratios and calculations shall be determined without giving effect
to Accounting Standard Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar
result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be
required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating
lease under GAAP as in effect immediately prior to the effectiveness of the Accounting Standards Codification 842.


 






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Section 1.3          
Rates.


 


Neither
Administrative Agent nor any Lender warrants or accepts responsibility for, and none of the foregoing shall have any liability with respect
to, the administration, submission or any other matter related to the rates in the definition of “LIBOR”, or any Benchmark
Replacement.


 


The
interest rate on LIBOR Loans and Base Rate Loans (when determined by reference to clause (c) of the definition of Base Rate) may be determined
by reference to LIBOR, that is derived from the London interbank offered rate. The London interbank offered rate is intended to represent
the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021,
ICE Benchmark Administration (“IBA”), the administrator of the London interbank offered rate, and the Financial Conduct
Authority (the “FCA”), the regulatory supervisor of IBA, announced in public statements (the “Announcements”)
that the final publication or representativeness date for the London interbank offered rate for Dollars for: (a) 1-week and 2-month tenor
settings will be December 31, 2021; and (b) overnight, 1-month, 3-month, 6-month and 12-month tenor settings will be June 30, 2023. No
successor administrator for IBA was identified in such Announcements. As a result, it is possible that commencing immediately after such
dates, the London interbank offered rate for such tenors may no longer be available or may no longer be deemed a representative reference
rate upon which to determine the interest rate on LIBOR Rate Loans or Base Rate Loans (when determined by reference to clause (c) of
the definition of Base Rate). There is no assurance that the dates set forth in the Announcements will not change or that IBA or the
FCA will not take further action that could impact the availability, composition or characteristics of any London interbank offered rate.
Public and private sector industry initiatives have been and continue, as of the date hereof, to be underway to implement new or alternative
reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered
rate or any other then-current Benchmark is no longer available or in certain other circumstances set forth in Exhibit J, such Exhibit
J provides a mechanism for determining an alternative rate of interest. Administrative Agent will notify Borrower, pursuant to Exhibit
J, of any change to the reference rate upon which the interest rate on LIBOR Rate Loans and Base Rate Loans (when determined by reference
to clause (c) of the definition of Base Rate) is based. However, Administrative Agent does not warrant or accept any responsibility for,
and shall not have any liability with respect to: (i) the administration of, submission of, calculation of or any other matter related
to the London interbank offered rate or other rates in the definition of “LIBOR” or with respect to any alternative, comparable
or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement), including
whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark
Replacement), as it may or may not be adjusted pursuant to Exhibit J, will be similar to, or produce the same value or economic equivalence
of, LIBOR or any other Benchmark, or have the same volume or liquidity as did the London interbank offered rate or any other Benchmark
prior to its discontinuance or unavailability; or (ii) the effect, implementation or composition of any Benchmark Replacement Conforming
Changes.


 






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Section 1.4          
Divisions


 


For all purposes under the
Loan Documents, in connection with any division or Plan of Division under Delaware law (or any comparable event under a different jurisdiction’s
laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different
Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person
comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders
of its Equity Interests at such time.


 


Section 1.5          
Post Covenant Relief Period Termination Date Calculations


 


(a)       Notwithstanding
anything to the contrary contained herein, immediately following the Covenant Relief Period Termination Date, each
of the Financial Covenants, and, to the extent applicable, thethe
following underlying definitions used in the calculation of the components of suchthe
Financial Covenants,  shall be calculated as follows:set
forth in the table below: “EBITDA”, “Adjusted EBITDA”, “Net Operating Income”, “Adjusted Net
Operating Income”, “Adjusted NOI”, “Unsecured Interest Expense” and “Fixed Charges.”


 


	Test Date	Calculation
	In respect of the earlier of (i) March 31June 30, 2022 or (ii) the first test date following the Covenant Relief Period Termination Date	Applicable calculations/results for the one (1) fiscal quarter ending on such test date (or if such test date does not occur as of the end of a fiscal quarter, the fiscal quarter most recently ended prior to such test date) multiplied by four (4).
	In respect of the earlier of (i) JuneSeptember 30, 2022 or (ii) the second test date following the Covenant Relief Period Termination Date	Applicable calculations/results for the two (2) fiscal quarters ending on such test date (or if such test date does not occur as of the end of a fiscal quarter, the two (2) fiscal quarters most recently ended prior to such test date) multiplied by two (2).
	In respect of the earlier of (i) September 30December 31, 2022 or (ii) the third test date following the Covenant Relief Period Termination Date	Applicable calculations/results for the three (3) fiscal quarters ending on such test date (or if such test date does not occur as of the end of a fiscal quarter, the three (3) fiscal quarters most recently ended prior to such test date) multiplied by 4/3.
	For each test date thereafter 	Applicable calculations/results for the four (4) fiscal quarters ending on such test date (or if such test date does not occur as of the end of a fiscal quarter, the four (4) fiscal quarters most recently ended prior to such test date).


  






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Notwithstanding anything to
the contrary contained herein, immediately following the Restriction Period: 


 


(b)       Without
limiting the applicability of the methodology set forth in clause (a) above to the calculation of Unencumbered Asset Value and Total Asset
Value for purposes of calculating Financial Covenants, immediately following the Restriction Period: 


 


(i) “Unencumbered Asset
Value” as such term is used in (A) the definition of “Covenant Relief Excluded Pledge Collateral”, (B) the definition
of “Excluded Pledge Collateral”, (C) clause (g) of the definition of “Permitted Liens”, (D) Sections 2.8(b)(i)
and 2.15 of this Agreement and (E) the “Guaranty Requirement” in Section 8.14(a)(ii) of this Agreement;
and


 


(ii) “Total Asset Value”
as such term is used in (A) the definition of “Material Acquisition” and (B) Sections 11.1(d), (e), (f),
(h) and (i) of this Agreement,


 


shall,
in each case, shall be calculated in a similarthe
same manner for any applicable periods as set forth in the table abovein
clause (a) above with respect to the calculation periods applicable to “EBITDA”, “Adjusted EBITDA”, “Net
Operating Income” and “Adjusted Net Operating Income”.


 


Nothing in this Section 1.5
shall be deemed to amend the requirements of Section 10.1(i).


 


Article
II. LOAN Facility


 


Section 2.1          
Loan.


 


(a)              
Making of the Loan.  Subject to the terms and conditions set forth in this Agreement, including Section 2.15,
each Lender party hereto on the Agreement Date severally and not jointly agrees to make its portion of the Loan to the Borrower on the
Effective Date, in a principal amount equal to such Lender’s Commitment. Amounts of the Loan (including any Additional Loan Advances)
that are repaid may not be reborrowed.


 


(b)              
Requests for the Loan.  Not later than 1:00 p.m. at least one (1) Business Day prior to a borrowing of
Base Rate Loans or LIBOR Daily Loans comprising all or a portion of the Loan (which for purposes of this subsection (b) shall include
(if and as applicable) an Additional Loan Advance) and not later than 1:00 p.m. at least three (3) Business Days prior
to a borrowing of LIBOR Loans (other than LIBOR Daily Loans) comprising all or a portion of the Loan, the Borrower shall deliver
to the Administrative Agent a Notice of Borrowing.  Each Notice of Borrowing shall specify the Type of the Loan, and if such portion
of the Loan is to be a LIBOR Loan (other than LIBOR Daily Loans), the initial Interest Period for such portion of the Loan. Such Notice
of Borrowing shall be irrevocable once given and binding on the Borrower.  Prior to delivering a Notice of Borrowing, the Borrower
may (without specifying whether the Loan will be a Base Rate Loan or a LIBOR Loan) request that the Administrative Agent provide the
Borrower with the most recent LIBOR available to the Administrative Agent.  The Administrative Agent shall provide such quoted rate
to the Borrower on the date of such request or as soon as possible thereafter.


 






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(c)              
Funding of Loan. Each Lender party hereto on the Agreement Date shall deposit an amount equal to its Commitment with
the Administrative Agent at the Principal Office, in immediately available funds not later than 10:00 a.m. on the Effective Date. Subject
to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower in the account
specified in the Disbursement Instruction Agreement, not later than 1:00 p.m. on the Effective Date, the proceeds of such amounts received
by the Administrative Agent.


 


(d)              
Obligation of Lenders. No Lender (which for purposes of this subsection (d) shall include (if and as applicable)
each Additional Lender) shall be responsible for the failure of any other Lender to advance its portion of the Loan (which, for purposes
of this subsection (d) shall include (if and as applicable) each Additional Loan) or to perform any other obligation to be made or performed
by such other Lender hereunder, and the failure of any Lender to advance its portion of the Loan or to perform any other obligation to
be made or performed by it hereunder shall not relieve the obligation of any other Lender to advance its portion of the Loan or to perform
any other obligation to be made or performed by such other Lender.


 


Section 2.2          
Intentionally Omitted.


 


Section 2.3          
Intentionally Omitted.


 


Section 2.4          
Intentionally Omitted.


 


Section 2.5          
Rates and Payment of Interest on the Loan.


 


(a)              
Rates. The Borrower promises to pay to the
Administrative Agent for the account of each Lender interest on the unpaid principal amount of each Loan made by such Lender for
the period from and including the date of the making of such Loan to but excluding the date such Loan shall be paid in full, at the following
per annum rates:


 


(i)               
during such periods as such Loan is a Base Rate Loan, at the Base Rate (as in effect from time to time), plus the Applicable
Margin for Base Rate Loans;


 


(ii)             
during such periods as such Loan is a LIBOR Loan (other than a LIBOR Daily Loan), at LIBOR for such Loan for the Interest
Period therefor, plus the Applicable Margin for LIBOR Loans; and


 






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(iii)           
 during such periods as such Loan is a LIBOR Daily Loan, at the LIBOR Market Index Rate, plus the Applicable Margin for
LIBOR Loans.


 


Notwithstanding the foregoing, (a) automatically
upon any Event of Default under Section 11.1(a), (e) or (f), or (b) at the option of the Requisite Lenders
(upon notice to the Borrower) while any other Event of Default exists, the Borrower shall pay to the Administrative Agent for the account
of each Lender interest at the Post-Default Rate on the outstanding principal amount of any Loan made by such Lender and on any other
amount payable by the Borrower hereunder or under the Notes held by such Lender to or for the account of such Lender (including, without
limitation, accrued but unpaid interest to the extent permitted under Applicable Law).


 


(b)              
Payment of Interest. All accrued and unpaid interest on the outstanding principal amount of the Loan shall be payable
(i) monthly in arrears on the first day of each month, commencing with the first full calendar month occurring after the Effective
Date and (ii) on any date on which the principal balance of the Loan is due and payable in full (whether at maturity, due to acceleration
or otherwise). Interest payable at the Post-Default Rate shall be payable from time to time on demand. All determinations by the Administrative
Agent of an interest rate hereunder shall be conclusive and binding on the Lenders and the Borrower for all purposes, absent manifest
error.


 


(c)              
Borrower Information Used to Determine Applicable Interest Rates. The parties understand that the applicable interest
rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial
ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If
it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including, without limitation, because
of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable
interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided,
then such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative
Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower
shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within ten (10) Business
Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination
of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s or any Lender’s other rights
under this Agreement.


 


(d)              
Benchmark Replacement. Notwithstanding anything to the contrary set forth in this Agreement or any of the other Loan
Documents, LIBOR and any Benchmark Replacement shall be subject to replacement in accordance with the terms and conditions of Exhibit
J.


 


Section 2.6          
Number of Interest Periods.


 


There may be no more than
four (4) different Interest Periods for LIBOR Loans outstanding at the same time during any time when there are no LIBOR Daily Loans that
are outstanding (or three (3) different Interest Periods during any time when there is a LIBOR Daily Loan that is outstanding).


 






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Section 2.7          
Repayment of the Loan.


 


The Borrower shall repay the
entire outstanding principal amount of, and all accrued but unpaid interest on, the Loan on the Maturity Date (or such earlier date on
which the Loan becomes due or is declared due in accordance with this Agreement).


 


Section 2.8          
Prepayments.


 


(a)              
Optional. Subject to Section 5.4, the Borrower may prepay the Loan in full or in part at any time without
premium or penalty. The Borrower shall give the Administrative Agent written notice at least two (2) Business Days prior to the prepayment
of any LIBOR Loan or one (1) Business Day prior to the prepayment of any Base Rate Loan. Each voluntary partial prepayment of the Loan
shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess thereof. Notwithstanding anything to
the contrary in this Agreement, a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities or the successful closing of a disposition or acquisition or other event, in which case such notice may be
revoked by the Borrower if such condition is not satisfied, provided that the Borrower pays to the Administrative Agent and the Lenders
any “breakage” charges incurred in connection with such notice in accordance with Section 5.4 hereof.


 


(b)              
Mandatory.


 


(i)                
If at any time the Unsecured Indebtedness (including the Loan but excluding the Existing Unsecured FelCor Bonds) of the
Parent Guarantor and its Subsidiaries on a consolidated basis exceeds the Unencumbered Asset Value (or during the Restriction Period,
the Revised Unencumbered Asset Value), the Borrower shall within five (5) Business Days of the Borrower obtaining knowledge of the
occurrence of any such excess, deliver to the Administrative Agent for prompt distribution to each Lender a written plan to eliminate
such excess. If such excess is not eliminated within fifteen (15) days of the Borrower obtaining knowledge of the occurrence thereof,
then (unless otherwise approved by the Requisite Lenders) the entire Outstanding Amount of the Loan, together with all accrued interest
thereon shall be immediately due and payable in full. All payments under this subsection (b)(i) shall be applied in accordance with Section
11.5(a).


 


(ii)             
Intentionally Omitted.


 


(iii)           
Collateral Trigger Prepayments. During a Prepayment Period, the Borrower shall prepay the Outstanding Amount of Loans
and/or the aggregate outstanding principal amount under any Pari Passu Bank
Debt (payable upon the aggregate amount of proceeds exceeding $1,000,000), in an amount equal to 100% of:


 


(A)       the
Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries)
with respect to asset sales consummated during such Prepayment Period and not reinvested in the Unencumbered Pool (including the
acquisition of a Property to be included in the Unencumbered Pool) within six (6) months after the receipt of such Net Proceeds
(such six-month period with respect to such Net Proceeds as it may be extended pursuant to the immediately following proviso, a
 “Reinvestment Period”) (but excluding from the mandatory prepayment requirements in this clause (A) up to
$100,000,000 in Net Proceeds received as a result of one or more such asset sales in the aggregate during such Prepayment Period); provided,
that, if, as of the third (3rd) Business Day following the end of such six-month period, the Borrower or a Subsidiary of
the Borrower shall be a party to a binding contract for the purchase of a Borrowing Base Property executed during such six-month
period, then such Reinvestment Period shall be extended for an additional sixty (60) days (or such longer period as the
Administrative Agent may permit in its sole discretion in order to permit the closing of such property purchase) upon written notice
from the Borrower to the Administrative Agent, which notice shall attach a certified copy of the applicable purchase contract;
and


 






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(B)       the
Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries (other than the Excluded FelCor Subsidiaries) with
respect to any Borrowed Money Recourse Debt (other than (1) construction loans and (2) Revolving Credit Loans (as defined in the Revolving
Credit Agreement)) incurred during such Prepayment Period.


 


All payments under this subsection (b)(iii)
shall be applied in accordance with Section 11.5(b).


 


(iv)            
Mandatory Prepayments During Restriction Period and Covenant Relief Pledged Collateral Period. Unless otherwise consented
to by the Requisite Lenders in writing, during the Restriction Period (or during such other period as specified in clause (C) below) the
Borrower will be required to prepay the Pari Passu Bank Debt and
the Loans as set forth in this Section 2.8(b)(iv) unless permitted to be retained by the Borrower or applied as a repayment of Qualified
Earlier Maturing Indebtedness, in each case in accordance with clause (D) below; provided that any and all such Net Proceeds shall only
be payable after the aggregate amount of Net Proceeds with respect to any category of transactions described in clauses (A) through (C)
below exceeds $5,000,000.


 


(A)       Debt
Issuances. The Borrower shall make mandatory principal prepayments of the Pari Passu Debt and
the Loan in the manner set forth in clause (D) below in an amount equal to one hundred percent (100%) of the
aggregate Net Proceeds from any Debt Issuance by the Parent Guarantor, the Borrower or their Subsidiaries occurring during the
Restriction Period other than (i) Indebtedness incurred under the Revolving Credit Agreement; (ii) Indebtedness
constituting asset level construction loans in existence on the Amendment No. 8 Effective Date, (iii) to the extent elected by the
Borrower, Indebtedness incurred pursuant to an Excluded Stimulus Transaction; (iv) any Debt Issuance by an Excluded FelCor
Subsidiary, so long as the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor
Subsidiary) and the aggregate Net Proceeds received from such Debt Issuances, together with the aggregate Net Proceeds received
pursuant to clause (C)(i)(3) below, do not exceed $250,000,000 and (v) intercompany Indebtedness that constitutes a Permitted
Investment. Such prepayment shall be made within five (5) Business Days after the Net Proceeds Receipt Date of any such Debt
Issuance,
subject to Section 3 of the Tenth Amendment to Term Loan Agreement, dated as of June 10, 2021, among the Borrower, the Parent
Guarantor, each of the Subsidiary Guarantors, the Lenders party thereto and the Administrative Agent.


 






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(B)       Equity
Issuances. The Borrower shall make mandatory principal prepayments of the Pari Passu Debt and the
Loan in the manner set forth in clause (D) below in an amount equal to one hundred percent (100%) of the aggregate Net
Proceeds from any Equity Issuance by the Parent Guarantor occurring during the Restriction Period other than (x)
Net Proceeds received pursuant to an issuance or sale of common shares of beneficial interest of the Parent Guarantor or of
securities convertible into, exchangeable for or that provide the holder thereof the right to acquire common shares of beneficial interest
of the Parent Guarantor to executives, management or employees of the Parent Guarantor or any of its Subsidiaries, including, without
limitation, pursuant to any employee stock option, stock purchase plan, employee benefit plan or other similar arrangements in existence
from time to time, or (y) Net Proceeds of which are used to fully repay all
of the obligations under the Existing Unsecured FelCor Bonds in accordance with Section 10.12(e). Such prepayment shall be
made within five (5) Business Days after the Net Proceeds Receipt Date of any such Equity Issuance.


 


(C)       Asset
Dispositions and Insurance and Condemnation Events. The Borrower shall make mandatory principal prepayments of
the Pari Passu Debt and the Loans in the manner set forth in
clause (D) below inwith
respect to the events, and in the amounts set forth in the following
clauses (i)-(iii):


 


(i)
an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the
Borrower and their Subsidiaries during the Restriction Period (or, with respect to clause (i)(Y)
below, during the Covenant Relief Pledged Collateral Period) from (i)(X)from any
non-ordinary course Asset Disposition (other
than in respect of Borrowing Base Properties where the aggregate Net Proceeds do not exceed $400,000,000, which is addressed in
clause (ii) below) occurring during the Restriction Period (for the avoidance of doubt, the sale of any Property (whether
or not permitted by the Loan Documents) shall be deemed to be non-ordinary course) or (Y) any Asset
Disposition of a Borrowing Base Property occurring during the Covenant Relief Pledged Collateral Period; provided
that there shall be excluded from this clause (i) any Net Proceeds (1) received from sales of personal property which do not in the
aggregate with all such sales during the Restriction Period, exceed $10,000,000, (2) received from intercompany transfers that do
not result in a reduction of the value of the assets owned by the Loan Parties and their Wholly-Owned Subsidiaries on a consolidated
basis or that constitute Permitted Investments, (3) received by any Excluded FelCor Subsidiary from an Asset Disposition, so long as
the Net Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary) and the
aggregate Net Proceeds received from such Asset Dispositions, together with the aggregate Net Proceeds received pursuant to clause
(A)(iv) above, do not exceed $250,000,000 (such Net Proceeds, the “Excluded FelCor Net Proceeds”) or (4) that are
held for application in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Internal
Revenue Code; provided that the Property acquired in such exchange shall become an Eligible Property and the Subsidiary that
acquires such Property shall become a Subsidiary Guarantor,; or (ii) 


 






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(ii)
an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries
during the Covenant Relief Pledged Collateral Period from any Asset Disposition of a Borrowing Base Property; provided that (A) there
shall be excluded from this clause any Net Proceeds that are held for application in connection with an exchange or swap of Property in
a transaction covered by Section 1031 of the Internal Revenue Code; provided that the Property acquired in such exchange shall become
an Eligible Property and the Subsidiary that acquires such Property shall become a Subsidiary Guarantor and (B) so long as no Default
then exists, the Borrower shall be permitted to retain Net Proceeds from Asset Dispositions of a Borrowing Base Properties as follows:


 


(1)       up
to $150,000,000, in the aggregate, shall be permitted to be retained by the Borrower; and


 


(2)       aggregate
amounts of up to $250,000,000 in excess of the $150,000,000 retained pursuant to clause (1) above, shall be permitted to be retained
by the Borrower so long as such Net Proceeds are (x) used no later than twelve (12) months from the date of the applicable Asset Disposition
(such date, the “Twelve Month Prepayment Date”) for the Acquisition of Eligible Properties which are added as Borrowing
Base Properties in accordance with Section 4.1; or (y) are allocated to the acquisition of Eligible Properties which, following
such acquisition, will be added as Borrowing Base Properties in accordance with Section 4.1 pursuant to purchase and sale agreements
with respect to such Eligible Properties which are in full force and effect as of the Twelve Month Prepayment Date; provided that if
any such Net Proceeds retained under this subclause (2) are not so reinvested pursuant to clause (x) above on or prior to the Twelve
Month Prepayment Date, or are not allocated to Acquisitions pursuant to clause (y) above on or prior to the Twelve Month Prepayment Date,
then 100% of such Net Proceeds shall be applied pursuant to clause (D) below on or prior to the Twelve Month Prepayment Date, provided
further, if any purchase and sale agreement for which Net Proceeds were allocated pursuant to clause (y) above is terminated (or the
purchase price thereunder is reduced) after the Twelve Month Prepayment Date, 100% of the Net Proceeds allocated to such purchase
and sale agreement (or, in the case of a reduction in the purchase price, Net Proceeds in an amount equal to such reduction) shall be
applied pursuant to clause (D) below; provided, further, that notwithstanding anything to the contrary in this Section 2.8(b)(iv)(C)(ii),
the obligations to reinvest or prepay pursuant to this clause (ii) shall immediately terminate concurrently with any termination of the
Covenant Relief Pledged Collateral Period; or


 






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(iii)
an amount equal to one hundred percent (100%) of the aggregate Net Proceeds received by the Parent Guarantor, the Borrower and their Subsidiaries
during the Restriction Period from any Insurance and Condemnation Event occurring during the Restriction Period (except to
the extent the Borrower shall confirm to the Administrative Agent that the Borrower has a reasonable expectation to reinvest such Net
Proceeds from such Insurance and Condemnation Event in the restoration or rebuilding of the applicable affected asset; provided, that
any Net Proceeds of such Insurance and Condemnation Event received in excess of the costs of such restoration or replacement shall be
applied to the Pari Passu Bank Debt and the Loans in accordance
with clause (D)
below), other than Net Proceeds received by any Excluded FelCor Subsidiary from an Insurance and Condemnation Event, so long as the Net
Proceeds therefrom are not distributed to a Loan Party or Subsidiary (other than an Excluded FelCor Subsidiary). Such



 


If
applicable, such prepayments shall be made within five (5) Business Days after the Net Proceeds Receipt Date of such Asset
Disposition or Insurance and Condemnation Event, as applicable.


 


(D)       Prepayment
Waterfall. Each prepayment under this Section 2.8(b)(iv) shall be applied in the manner set forth in the Prepayment Waterfall;
provided, however, that (I) the Borrower shall be permitted to apply all
or any part of the Net Proceeds of any prepayment event under this Section 2.8(b)(iv) as a repayment of Qualified Earlier
Maturing Indebtedness in lieu of making such application pursuant to the Prepayment Waterfall;
and (II) to the extent that any prepayment made in reliance on clause (I) is not applied (or permitted to be applied) to the 2022 CMBS
Secured Indebtedness, such prepayment shall be applied to the Qualified Earlier Maturing Indebtedness in direct order of maturity (it
being understood for this purpose that the amount of any scheduled debt amortization payments shall be treated as debt maturing on the
date such amortization payment is due).


 


To extent that the
Borrower does not apply such Net Proceeds to the payment of Qualified Earlier Maturing Indebtedness or
otherwise in accordance with this clause (D), such unapplied Net Proceeds shall be applied to the principal prepayment of the
Pari Passu Bank Debt and the Loans in the manner set forth in the
Prepayment Waterfall.


 






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As used herein, “Qualified
Earlier Maturing Indebtedness” shall mean (i) solely in the case of Net Proceeds of an Equity Issuance or a Debt Issuance, the
2022 CMBS Secured Indebtedness and (ii) in the case of all Net Proceeds required to be prepaid pursuant to this Section 2.8(b)(iv),
any Unsecured Indebtedness of Parent Guarantor or any of its Subsidiaries that (X) has a final maturity date prior to May
18, 2025the Tranche A-2 Term Loan Maturity Date
or (Y) includes scheduled amortization payments that are required prior to May 18, 2025the
Tranche A-2 Term Loan Maturity Date; provided that in the case of this clause (Y), such Indebtedness shall only constitute
Qualified Earlier Maturing Indebtedness to the extent of the amount of such scheduled amortization payments that are required prior to
May 18, 2025the Tranche A-2
Term Loan Maturity Date.


 


(v)              
Repayment of LIBOR Loans. Each prepayment pursuant to Section 2.8(b)(iii) or (iv) shall be accompanied
by any amount required to be paid pursuant to Section 5.4; provided that, so long as no Default or Event of Default shall
have occurred and be continuing, if any prepayment of LIBOR Loans is required to be made under Section 2.8(b)(iii) or (iv)
prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to Section 2.8(b)(iii) or (iv),
as applicable, in respect of any such LIBOR Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole
discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest
to the last day of such Interest Period into an account held at, and subject to the sole control of, the Administrative Agent until the
last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice
to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with Section 2.8(b)(iii)
or (iv), as applicable. Upon the occurrence and during the continuance of any Default or Event of Default, the Administrative Agent
shall also be authorized (without any further action by or notice to or from the Company or any other Loan Party) to apply such amount
to the prepayment of the outstanding Loans in accordance with the relevant provisions of Section 2.8(b)(iii) or (iv),
as applicable


 


(c)                
Intentionally Omitted.


 


(d)              
No Effect on Derivatives Contracts. Except to the extent provided pursuant to the terms of a Derivatives Contract,
no repayment or prepayment of the Loans pursuant to this Section shall affect any of the Borrower’s obligations under such Derivatives
Contract entered into for the purposes of hedging the Borrower’s obligations with respect to the Loans.


 


Section 2.9          
Continuation.


 


So long as no Default or
Event of Default exists, (i) the Borrower may on any Business Day, with respect to any LIBOR Loan (other than a LIBOR Daily Loan),
elect to maintain such LIBOR Loan or any portion thereof as a LIBOR Loan by selecting a new Interest Period for such LIBOR Loan and
(ii) any LIBOR Daily Loans shall automatically continue as a LIBOR Daily Loan until such time as the Borrower converts such LIBOR
Daily Loan to a different Type in accordance with Section 2.10. Each Continuation of a LIBOR Loan shall be in an aggregate
minimum amount of $2,000,000 and integral multiples of $500,000 in excess of that amount, and each new Interest Period selected
under this Section shall commence on the last day of the immediately preceding Interest Period. Each selection of a new Interest
Period shall be made by the Borrower giving to the Administrative Agent a Notice of Continuation not later than 11:00 a.m. on
the third (3rd) Business Day prior to the date of any such Continuation. Such notice by the Borrower of a Continuation
shall be by telecopy, electronic mail or other similar form of communication in the form of a Notice of Continuation, specifying
(a) the proposed date of such Continuation, (b) the LIBOR Loan and portion thereof subject to such Continuation and
(c) the duration of the selected Interest Period, all of which shall be specified in such manner as is necessary to comply with
all limitations on Loans outstanding hereunder. Each Notice of Continuation shall be irrevocable by and binding on the Borrower once
given. Promptly after receipt of a Notice of Continuation, the Administrative Agent shall notify each Lender of the proposed
Continuation. If the Borrower shall fail to select in a timely manner a new Interest Period for any LIBOR Loan (other than a LIBOR
Daily Loan) in accordance with this Section, such Loan will automatically, on the last day of the current Interest Period therefor,
continue as a LIBOR Loan with an Interest Period of one month; provided, however that if a Default or Event of Default exists, such
Loan will automatically, on the last day of the current Interest Period therefor, Convert into a Base Rate Loan notwithstanding the
first sentence of Section 2.10 or the Borrower’s failure to comply with any of the terms of such Section.


 






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Section 2.10      
Conversion.


 


So long as no Default or Event
of Default exists, the Borrower may on any Business Day, upon the Borrower’s giving of a Notice of Conversion to the Administrative
Agent by telecopy, electronic mail or other similar form of communication, Convert all or a portion of a Loan of one Type into a Loan
of another Type; provided, however, a Base Rate Loan may not be Converted into a LIBOR Loan if a Default or Event of Default exists. Each
Conversion of Base Rate Loans into LIBOR Loans shall be in an aggregate minimum amount of $2,000,000 and integral multiples of $500,000
in excess of that amount. Any Conversion of a LIBOR Loan (other than a LIBOR Daily Loan) into a Base Rate Loan shall be made on, and only
on, the last day of an Interest Period for such LIBOR Loan. Each such Notice of Conversion shall be given not later than (i) 11:00 a.m.
three (3) Business Days prior to the date of any proposed Conversion into LIBOR Loans (or, with respect to any proposed Conversion
on the Fourth Amendment Effective Date, 11:00 a.m. on the Fourth Amendment Effective Date) and (ii) 11:00 a.m. two (2) Business Days prior
to the date of any proposed Conversion into Base Rate Loans. Promptly after receipt of a Notice of Conversion, the Administrative Agent
shall notify each Lender of the proposed Conversion. Subject to the restrictions specified above, each Notice of Conversion shall be by
telecopy, electronic mail or other similar form of communication in the form of a Notice of Conversion specifying (a) the requested
date of such Conversion, (b) the Type of Loan to be Converted, (c) the portion of such Type of Loan to be Converted, (d) the
Type of Loan such Loan is to be Converted into and (e) if such Conversion is into a LIBOR Loan (other than a LIBOR Daily Loan), the
requested duration of the Interest Period of such Loan. Each Notice of Conversion shall be irrevocable by and binding on the Borrower
once given.


 


Section 2.11      
Notes.


 


(a)               Notes.
In the case of each Lender that has notified the Administrative Agent in writing that it elects to receive a Note, the portion of
the Loan made by each Lender shall, in addition to this Agreement, also be evidenced at the request of such Lender by a Note,
payable to the order of such Lender in a principal amount equal to the amount of its Commitment as originally in effect and
otherwise duly completed.


 






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(b)              
Records. The date, amount, interest rate, Type and duration of Interest Periods (if applicable) of each Loan and
any portion thereof made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded
by such Lender on its books and such entries shall be binding on the Borrower absent manifest error; provided, however, that (i) the failure
of a Lender to make any such record shall not affect the obligations of the Borrower under any of the Loan Documents and (ii) if
there is a discrepancy between such records of a Lender and the statements of accounts maintained by the Administrative Agent pursuant
to Section 3.8, in the absence of manifest error, the statements of account maintained by the Administrative Agent pursuant
to Section 3.8 shall be controlling.


 


(c)              
Lost, Stolen, Destroyed or Mutilated Notes. Upon receipt by the Borrower of (i) written notice from a Lender
that a Note of such Lender has been lost, stolen, destroyed or mutilated, and (ii)(A) in the case of loss, theft or destruction, an unsecured
agreement of indemnity from such Lender in form reasonably satisfactory to the Borrower, or (B) in the case of mutilation, upon surrender
and cancellation of such Note, the Borrower shall at its own expense execute and deliver to such Lender a new Note dated the date of such
lost, stolen, destroyed or mutilated Note.


 


Section 2.12      
Intentionally Omitted.


 


Section 2.13      
Intentionally Omitted.


 


Section 2.14      
Intentionally Omitted.


 


Section 2.15      
Amount Limitations.


 


Notwithstanding any other
term of this Agreement or any other Loan Document, no Loan (including any Additional Loan Advance) shall be made if immediately after
the making of such Loan (or Additional Loan Advance) the Unsecured Indebtedness (including such Loan (or Additional Loan Advance) and
any “Loans” under and as defined in the Revolving Credit Agreement, but excluding the Existing Unsecured FelCor Bonds) of
the Parent Guarantor and its Subsidiaries on a consolidated basis would exceed the Unencumbered Asset Value (or during the Restriction
Period, the Revised Unencumbered Asset Value).


 


Section 2.16      
Increase in Commitments.


 


(a)               The
Borrower shall have the right to request increases in the aggregate amount of the Commitments by providing written notice to the
Administrative Agent; provided, however, that after giving effect to any such increases the Outstanding Amount of the
Loan shall not exceed $225,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $25,000,000 and
integral multiples of $1,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of
the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other
banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of
the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional
lenders. Notwithstanding the foregoing, participation in all or any portion of such increase of the Commitments shall be offered by
the Arrangers to any existing Lender selected by the Borrower or to any other bank, financial institution or other institutional
lender selected by the Borrower, subject to the approval of the Administrative Agent to the extent set forth in clause (w) of
subsection (d) below. No Lender shall be obligated in any way whatsoever to increase its Commitment.


 






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(b)              
Intentionally Omitted.


 


(c)              
If pursuant to this Section 2.16 one or more Additional Lenders shall agree to make an Additional Loan Advance, such
Additional Loan Advance shall be made on a date agreed to by the Borrower, the Administrative Agent and the Additional Lender, in accordance
with the following conditions and procedures:


 


(i)                
Not later than 1:00 p.m. at least one (1) Business Day prior to a borrowing of Base Rate Loans or LIBOR Daily Loans
comprising all or a portion of an Additional Loan Advance and not later than 1:00 p.m. at least three (3) Business Days
prior to a borrowing of LIBOR Loans (other than LIBOR Daily Loans) comprising all or a portion of an Additional Loan Advance, the Borrower
shall deliver to the Administrative Agent (A) a Notice of Borrowing with respect to such Additional Loan Advance and (B) Notices
of Continuation and/or Notices of Conversion with respect to the then outstanding Loan, such that, on the date of the Additional Loan
Advance, the Loan then outstanding and the Additional Loan Advance shall be combined  so that all Lenders (including the Additional
Lender) hold pro rata amounts of each portion of the Loan (including the Additional Loan Advance) of each Type and Interest Period in
their respective Commitment Percentages as determined after giving effect to the Additional Loan Advance. Each such Notice of Borrowing,
Notice of Conversion and Notice of Continuation shall specify the Type of the Loan (or Additional Loan Advance, as applicable), and if
such portion of the Loan (or Additional Loan Advance, as applicable), is to be a LIBOR Loan (other than a LIBOR Daily Loan), the Interest
Period therefor, all in accordance with the provisions of the immediately preceding sentence. Such notices shall be irrevocable once given
and binding on the Borrower (unless such notice provides that such request is contingent on the consummation of a transaction, in which
case, such notice shall be revocable to the extent the transaction is not consummated on the date such borrowing is requested to be made,
provided that the Borrower pays to the Administrative Agent and the Lenders any funding or “breakage” charges incurred in
connection with such notice in accordance with Section 5.4 hereof).


 


(ii)             
Each Additional Lender shall deposit an amount equal to its Additional Commitment with the Administrative Agent at the Principal
Office, in immediately available funds not later than 10:00 a.m. on the date on which it has agreed to make such Additional Loan Advance.
  Subject to fulfillment of all applicable conditions set forth herein, the Administrative Agent shall make available to the Borrower
at the Principal Office, not later than 1:00 p.m. on such date the proceeds of such amounts received by the Administrative Agent.


 






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(iii)           
 The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 5.4 as a result
of the Conversion of any portion of the Loan as provided above.


 


(d)              
Any Additional Loan Advance under this Section is subject to the following conditions precedent: (w) the Administrative
Agent’s approval (which approval shall not be unreasonably withheld or delayed) of any new Lender (other than an Eligible Assignee),
(x) no Default or Event of Default shall be in existence on the effective date of such Additional Loan Advance, (y) the representations
and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party shall
be true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such
representation and warranty shall be true and correct in all respects) on the effective date of such increase with the same force and
effect as if made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an
earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such
representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct
in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents, and
(z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative
Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the secretary or assistant secretary (or
other individual performing similar functions) of (A) all corporate, partnership, member or other necessary action taken by the Borrower
to authorize such Additional Loan Advance and (B) all corporate, partnership, member or other necessary action taken by each Guarantor
authorizing the guaranty of such increase in the Additional Loan Advance; (ii) a supplement to this Agreement executed by the Borrower
and any Lender increasing its Commitment or issuing a new Commitment confirming such increase or new Commitment which supplement may include
such amendments to this Agreement as the Administrative Agent deems reasonably necessary or appropriate to implement the transactions
contemplated by this Section 2.16, together with the consent of the Guarantors thereto; (iii) if requested by the Administrative
Agent or any Additional Lender, an opinion of counsel to the Loan Parties, and addressed to the Administrative Agent and the Lenders covering
such matters as reasonably requested by the Administrative Agent; (iv) if requested by any Additional Lender, a new Note or replacement
Note executed by the Borrower payable to such Additional Lender in the amount of (A) its Commitment if it is a new Lender or (B) the sum
of the then Outstanding Amount of its Loan and the amount of its Additional Commitment if it was theretofore a Lender. In connection with
any Additional Loan Advance pursuant to this Section 2.16 any Lender increasing or issuing a new Commitment shall (1) execute
any other documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Lender that is organized
under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax
identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your
customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.


 






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Section 2.17      
Funds Transfer Disbursements.


 


The Borrower hereby authorizes
the Administrative Agent to disburse the proceeds of any Loan made by the Lenders or any of their Affiliates pursuant to the Loan Documents
as requested by an authorized representative of the Borrower to any of the accounts designated in the Disbursement Instruction Agreement.


 


Article
III. Payments, Fees and Other General Provisions


 


Section 3.1          
Payments.


 


(a)              
Payments by Borrower. Except to the extent otherwise provided herein, all payments of principal, interest, Fees and
other amounts to be made by the Borrower under this Agreement, the Notes or any other Loan Document shall be made in Dollars, in immediately
available funds, without setoff, deduction or counterclaim (excluding Taxes required to be withheld pursuant to Section 3.10),
to the Administrative Agent at the Principal Office, not later than 2:00 p.m. on the date on which such payment shall become due
(each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day). Subject
to Section 11.5, the Borrower shall, at the time of making each payment under this Agreement or any other Loan Document, specify
to the Administrative Agent the amounts payable by the Borrower hereunder to which such payment is to be applied. Each payment received
by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer
of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time
to time, for the account of such Lender at the applicable Lending Office of such Lender. In the event the Administrative Agent fails to
pay such amounts to such Lender on the Business Day of receipt of such amounts if received by the Administrative Agent by 11:00 a.m. on
such day or, if received by the Administrative Agent later than 11:00 a.m., then within one Business Day of receipt of such amounts, the
Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time
in effect. If the due date of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a
Business Day such date shall be extended to the next succeeding Business Day and interest shall continue to accrue at the rate, if any,
applicable to such payment for the period of such extension.


 


(b)              
Presumptions Regarding Payments by Borrower. Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower
will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith
and may (but shall not be obligated to), in reliance upon such assumption, distribute to the applicable Lenders the amount due. In such
event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent
on demand that amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed
to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 






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Section 3.2          
Pro Rata Treatment.


 


Except to the extent otherwise
provided herein, including, without limitation, Sections 5.6 and 13.7(d): (a)  the Loan under Section 2.1(a)
shall be made from the Lenders, pro rata according to the amounts of their respective Commitments; (b) each payment or prepayment
of principal of the Loan shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts
of the Loan held by them; (c) each payment of interest on the Loan shall be made for the account of the Lenders, pro rata in accordance
with the amounts of interest on the Loan then due and (d) the making, Conversion and Continuation of a Loan of a particular Type
(other than Conversions provided for by Sections 5.1(c) and 5.5) shall be made pro rata among the Lenders, according
to the Outstanding Amounts of their respective portions of the Loan, as applicable, and the then current Interest Period for each Lender’s
portion of each such Loan of such Type shall be coterminous.


 


Section 3.3          
Sharing of Payments, Etc.


 


If a Lender shall obtain payment
of any principal of, or interest on, any portion of the Loan under this Agreement or shall obtain payment on any other Obligation owing
by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right
or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other
Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this
Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 11.5,
as applicable, such Lender shall promptly purchase from the other Lenders’ participations in (or, if and to the extent specified
by such Lender, direct interests in) the portion of the Loan made by the other Lenders or other Obligations owed to such other Lenders
in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share
the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such
benefit) in accordance with the requirements of Section 3.2 or Section 11.5, as applicable. To such end, all the
Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded
or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loan or other
Obligations owed to such other Lenders may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect
to such participation as fully as if such Lender were a direct holder of the Loan in the amount of such participation. Nothing contained
herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits
of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.


 


Section 3.4          
Several Obligations.


 


No Lender shall be responsible
for the failure of any other Lender to make a Loan or to perform any other obligation to be made or performed by such other Lender hereunder,
and the failure of any Lender to make a Loan or to perform any other obligation to be made or performed by it hereunder shall not relieve
the obligation of any other Lender to make any Loan or to perform any other obligation to be made or performed by such other Lender.


 






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Section 3.5          
Fees.


 


(a)              
Closing Fee. On the Effective Date, the Borrower agrees to pay to the Administrative Agent and each Lender all loan
fees as have been agreed to in writing by the Borrower and the Administrative Agent, Syndication Agent and Arrangers. On the Amendment
No. 8 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the account of each Lender which executes and delivers
the Eighth Amendment on the Amendment No. 8 Effective Date, an amendment fee in an amount equal to seven and one-half basis points
(0.075%) multiplied by the aggregate principal amount of the Loan held by such Lender.


 


(b)              
Administrative and Other Fees. The Borrower agrees to pay the administrative and other fees of the Administrative
Agent as provided in the Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative
Agent.


 


Section 3.6          
Computations.


 


Unless otherwise expressly
set forth herein, any accrued interest on any Loan, any Fees or other Obligations due hereunder shall be computed on the basis of a year
of 360 days and the actual number of days elapsed.


 


Section 3.7          
Usury.


 


In no event shall the amount
of interest due or payable on the Loan or other Obligations exceed the maximum rate of interest allowed by Applicable Law and, if any
such payment is paid by the Borrower or any other Loan Party or received by any Lender, then such excess sum shall be credited as a payment
of principal, unless the Borrower shall notify the respective Lender in writing that the Borrower elects to have such excess sum returned
to it forthwith. It is the express intent of the parties hereto that the Borrower not pay and the Lenders not receive, directly or indirectly,
in any manner whatsoever, interest in excess of that which may be lawfully paid by the Borrower under Applicable Law. The parties hereto
hereby agree and stipulate that the only charge imposed upon the Borrower for the use of money in connection with this Agreement is and
shall be the interest specifically described in Section 2.5(a)(i) and (ii). Notwithstanding the foregoing, the parties
hereto further agree and stipulate that all agency fees, syndication fees, facility fees, underwriting fees, default charges, late charges,
funding or “breakage” charges, increased cost charges, attorneys’ fees and reimbursement for costs and expenses paid
by the Administrative Agent or any Lender to third parties or for damages incurred by the Administrative Agent or any Lender, in each
case in connection with the transactions contemplated by this Agreement and the other Loan Documents, are charges made to compensate the
Administrative Agent or any such Lender for underwriting or administrative services and costs or losses performed or incurred, and to
be performed or incurred, by the Administrative Agent and the Lenders in connection with this Agreement and shall under no circumstances
be deemed to be charges for the use of money. All charges other than charges for the use of money shall be fully earned and nonrefundable
when due.


 


Section 3.8          
Statements of Account.


 


The Administrative Agent
will account to the Borrower monthly with a statement of the Loan, accrued interest, charges and payments (other than Fees) made
pursuant to this Agreement and the other Loan Documents and quarterly with a statement of Fees paid pursuant to this Agreement, and
such account rendered by the Administrative Agent shall be deemed conclusive upon the Borrower absent manifest error. The failure of
the Administrative Agent to deliver such a statement of accounts shall not relieve or discharge the Borrower from any of its
obligations hereunder.


 






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Section 3.9          
Defaulting Lenders.


 


Notwithstanding anything to
the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer
a Defaulting Lender, to the extent permitted by Applicable Law:


 


(a)       Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in the definition of Requisite Lenders and in Section 13.7.


 


(b)       Defaulting
Lender Waterfall. Any payment of principal, interest, Fees or other amounts received by the Administrative Agent for the account of
such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article XI. or otherwise) or received by the Administrative
Agent from a Defaulting Lender pursuant to Section 13.4 shall be applied at such time or times as may be determined by the
Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent
hereunder; second, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction
obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement; third, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result
of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; and fourth, to such Defaulting Lender or as otherwise directed by
a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied
(or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender
irrevocably consents hereto.


 


(c)       Intentionally
Omitted.


 


(d)       Intentionally
Omitted.


 


(e)        Defaulting
Lender Cure.  If the Borrower and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the
Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any
conditions set forth therein, such Lender will cease to be a Defaulting Lender; provided that, subject to Section 13.21,
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute
a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 






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Section 3.10      Foreign
Lenders; Taxes.


 


(a)        Applicable
Law. For the purposes of this Section, the term “Applicable Law” includes FATCA.


 


(b)       Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document
shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined
in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment
by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely
pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is
an Indemnified Tax, then the sum payable by the Borrower or other applicable Loan Party shall be increased as necessary so that after
such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this
Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been
made.


 


(c)       Payment
of Other Taxes by the Borrower. The Borrower and the other Loan Parties shall timely pay to the relevant Governmental Authority in
accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)       Indemnification
by the Borrower. The Borrower and the other Loan Parties shall jointly and severally indemnify each Recipient, within thirty (30)
days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable
to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such
Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly
or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered
to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of
a Lender, shall be conclusive absent manifest error; provided that the determinations in such statement are made on a reasonable basis
and in good faith.


 


(e)       Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for
(i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower or another Loan Party has not
already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower and the
other Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 13.6
relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case,
that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative
Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and
all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender
from any other source against any amount due to the Administrative Agent under this subsection. The provisions of this subsection
shall continue to inure to the benefit of an Administrative Agent following its resignation or removal as Administrative Agent.


 






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(f)       Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower or any other Loan Party to a Governmental Authority
pursuant to this Section, the Borrower or such other Loan Party shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.


 


(g)       Status
of Lenders.


 


(i)       Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall
deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by
the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested
by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two
sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately
following clauses (ii)(A), (ii)(B) and (ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal
or commercial position of such Lender.


 


(ii)       Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:


 


(A)       any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
an electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-9 (or any successor
form) certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever
of the following is applicable:


 






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(I)       in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, an electronic copy (or an original if requested by the Borrower or the Administrative
Agent) of an executed IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments
under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;


 


(II)       an
electronic copy (or an original if requested by the Borrower or the Administrative Agent) of an executed IRS Form W-8ECI;


 


(III)       in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue
Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within
the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals
of IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable); or


 


(IV)       to
the extent a Foreign Lender is not the beneficial owner, an electronic copy (or an original if requested by the Borrower or the Administrative
Agent) of an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate
substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9, and/or other certification documents from each beneficial owner,
as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender
are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the
form of Exhibit I-4 on behalf of each such direct and indirect partner;


 


(C)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an
electronic copy (or an original if requested by the Borrower or the Administrative Agent) of any other form prescribed by Applicable
Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such
supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine
the withholding or deduction required to be made; and


 






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(D)       if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the
Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to
comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees that if any form or certification
it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly
notify the Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(h)       Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of
any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to
this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments
made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes)
of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount
paid over pursuant to this subsection (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this subsection, in no event will the indemnified party be required to pay any amount to an indemnifying party
pursuant to this subsection the payment of which would place the indemnified party in a less favorable net after-Tax position than
the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.
This subsection shall not be construed to require any indemnified party to make available its Tax returns (or any other information
relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 






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(i)       Survival.
Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment
of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all obligations under any Loan Document.


 


(j)       For
purposes of determining withholding Taxes imposed under FATCA, from and after the Fourth Amendment Effective Date, the Borrower and the
Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying
as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471- 2(b)(2)(i).


 


Article
IV. Borrowing Base Properties


 


Section 4.1              
Eligibility of Properties.


 


(a)              
Initial Borrowing Base Properties. The Properties identified on Schedule 4.1. shall, on the Amendment No. 7
Effective Date, be the initial Borrowing Base Properties, and the Unencumbered Asset Value initially attributable to such Borrowing Base
Properties shall be as set forth in the Compliance Certificate delivered to the Administrative Agent on the Amendment No. 7 Effective
Date.


 


(b)              
Additional Borrowing Base Properties. If after the Amendment No. 7 Effective Date the Borrower desires that any additional
Hotel Property be included in the Unencumbered Pool, the Borrower shall so designate such Hotel Property as a “Borrowing Base Property”
pursuant to any Compliance Certificate from time to time delivered hereunder. Upon the Administrative Agent’s receipt of such Compliance
Certificate, such Hotel Property shall be included in the Unencumbered Pool, in which event such Hotel Property shall thereafter constitute
a Borrowing Base Property; provided, however, that the Operating Property Value of such Hotel Property shall not be taken into
account in determining Unencumbered Asset Value unless and until the Borrower shall deliver to the Administrative Agent a Compliance Certificate
that includes such Hotel Property in the Unencumbered Pool; provided, further, however, that in no event shall Properties owned
by, or subject to a Qualified Ground Lease to, any Excluded FelCor Subsidiary be included in the Unencumbered Pool so long as such FelCor
Subsidiary constitutes an Excluded FelCor Subsidiary. In connection with any
additions to the Unencumbered Pool, Borrower shall deliver, with respect to the direct and indirect owners of such additional Hotel Properties
such additional Subsidiary Guaranties and Pledge Agreements as are otherwise required by the terms of this Agreement.


 


Section 4.2               
Intentionally Omitted.


 


Section 4.3               
Removal of Properties.


 


The Borrower may, upon
not less than five (5) Business Days’ notice to the Administrative Agent (or such shorter period of time as the Administrative
Agent may agree), request removal of a Hotel Property from the Unencumbered Pool, subject to the following conditions: (a) no
Default or Event of Default shall have occurred that is continuing (other than a Default or Event of Default that would be cured by
removal of such Hotel Property from the Unencumbered Pool) or would result therefrom and (b)(i) so long as the Restriction
Period is not then continuing, the Borrower shall have delivered to Administrative Agent a Compliance Certificate, prepared as of
the last day of the most recent fiscal quarter, evidencing compliance with the covenants set forth in Section 10.1 as if such
Hotel Property had not been included in the Unencumbered Pool or (ii) at any time during the Restriction Period, such removal
shall only be permitted to the extent that the request therefor arises in connection with an Asset Disposition permitted pursuant to Section 10.4(v)
and the proceeds of such Asset Disposition are applied in accordance with Section 2.8(b)(iv)(C) or such removal is
required to cure a Default or Event of Default. Upon Administrative Agent’s confirmation that the conditions to such removal
have been satisfied, the Administrative Agent shall so notify (not to be unreasonably withheld or delayed more than five (5)
Business Days after request therefor) Borrower and the Lenders in writing specifying the date of such removal.


 






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Article
V. Yield Protection, Etc.


 


Section 5.1              
Additional Costs; Capital Adequacy.


 


(a)              
Capital Adequacy. If any Lender determines that any Regulatory Change affecting such Lender or any lending office
of such Lender or such Lender’s holding company, if any, regarding capital or liquidity ratios or requirements, has or would have
the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if
any, as a consequence of this Agreement, the Loans made by, such Lender, to a level below that which such Lender or such Lender’s
holding company could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies and the policies
of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time, within thirty (30) days
after written demand by such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender
or such Lender’s holding company for any such reduction suffered.


 


(b)              
Additional Costs. In addition to, and not in limitation of the immediately preceding subsection (a), the Borrower
shall promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine
to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its
making or maintaining, continuing or converting of any Loans or its obligation to make, maintain, continue or convert any Loans hereunder,
any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such
Loans or such obligation or the maintenance by such Lender of capital or liquidity in respect of its Loans or its Commitment (such increases
in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change
that:


 


(i) except as
provided in Section 3.10(c), changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of
the other Loan Documents in respect of any of such Loans or its Commitment (other than Indemnified Taxes, Taxes described in clauses (b)
through (d) of the definition of “ Excluded Taxes” and “Connection Income Taxes” pursuant to Section 3.10(a));


 






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(ii) imposes
or modifies any reserve, special deposit, compulsory loan, insurance charge or similar requirements (other than Regulation D of the
Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities
or category of extensions of credit or other assets by reference to which the interest rate on Loans is determined relating to any extensions
of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds
by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitment of such Lender
hereunder);


 


(iii) has or
would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved
but for such Regulatory Change (taking into consideration such Lender’s policies with respect to capital adequacy and liquidity);
or


 


(iv) imposes on any
Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans made
by such Lender.


 


(c)              
Lender’s Suspension of LIBOR Loans. Without limiting the effect of the provisions of the immediately preceding
subsections (a) and (b), if by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured
by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits
by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit
or other assets of such Lender that includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category
of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative
Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended until such
Regulatory Change ceases to be in effect (in which case the provisions of Section 5.5 shall apply).


 


(d)              
Intentionally Omitted.


 


(e)               Notification
and Determination of Additional Costs. Each of the Administrative Agent and each Lender, as the case may be, agrees to notify
the Borrower (and, in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date
entitling the Administrative Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly
as practicable; provided, however, that the failure of the Administrative Agent or any Lender to give such notice shall not release
the Borrower from any of its obligations hereunder; provided further, that none of the Administrative Agent or Lenders shall be
entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such
Person fails to provide such notice to the Borrower within 180 days of the date Administrative Agent or such Lender becomes
aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount; provided
further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the 180-day period
referred to above shall be extended to include the period of retroactive effect thereof. The Administrative Agent and each Lender,
as the case may be, agrees to furnish to the Borrower (and, in the case of a Lender, to the Administrative Agent as well) a
certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided,
however, that notwithstanding anything to the contrary in this Section 5.1, in the case of any Regulatory Change described in
clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if
any, under this Section 5.1 that such Lender shall generally be exercising similar rights with respect to borrowers under
similar agreements where available. Determinations by the Administrative Agent or such Lender, as the case may be, of the effect of
any Regulatory Change shall be conclusive and binding for all purposes, absent manifest
error.


 






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Section 5.2           
Suspension of LIBOR Loans.


 


Anything herein
to the contrary notwithstanding, subject to the provisions of Exhibit J, if, with respect to any LIBOR Daily Loans, on any day,
or, with respect to any LIBOR Loans (other than LIBOR Daily Loans), on or prior to the determination of LIBOR for any Interest Period:


 


(a)              
the Administrative Agent shall determine (which determination shall be conclusive) that reasonable and adequate means do
not exist for ascertaining LIBOR as of such day or for such Interest Period;


 


(b)              
the Administrative Agent reasonably determines (which determination shall be conclusive) that quotations of interest rates
for the relevant deposits referred to in the definition of LIBOR are not being provided in the relevant amounts or for the relevant maturities
for purposes of determining rates of interest for LIBOR Loans as provided herein; or


 


(c)              
the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that the
relevant rates of interest referred to in the definition of LIBOR upon the basis of which the rate of interest for LIBOR Loans for such
day or such Interest Period is to be determined are not likely to adequately cover the cost to the Lenders of making or maintaining LIBOR
Loans for such day or such Interest Period;


 


then the Administrative Agent shall
give the Borrower and each Lender prompt notice thereof and, so long as such condition remains in effect, the Lenders shall be under no
obligation to, and shall not, make additional LIBOR Loans, Continue LIBOR Loans or Convert Loans into LIBOR Loans and the Borrower shall,
(i) with respect to any LIBOR Daily Loan, on such day, and (ii) with respect to any LIBOR Loan (other than LIBOR Daily Loans) on the last
day of each current Interest Period for such outstanding LIBOR Loan, either prepay such Loan or Convert such Loan into a Base Rate Loan.


 


Section 5.3               
Illegality.


 


Notwithstanding any other
provision of this Agreement, if any Lender shall reasonably determine (which determination shall be conclusive and binding) that it is
unlawful for such Lender to honor its obligation to make or maintain LIBOR Loans hereunder, then such Lender shall promptly notify the
Borrower thereof (with a copy of such notice to the Administrative Agent) and such Lender’s obligation to make or Continue, or to
Convert Loans of any other Type into, LIBOR Loans shall be suspended until such time as such Lender may again make and maintain LIBOR
Loans (in which case the provisions of Section 5.5 shall be applicable).


 






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Section 5.4                Compensation.


 


The Borrower shall pay to
the Administrative Agent for the account of each Lender, upon the request of the Administrative Agent, such amount or amounts as the Administrative
Agent shall determine in its reasonable discretion shall be sufficient to compensate such Lender for any loss, cost or expense attributable
to:


 


(a)              
any payment or prepayment (whether mandatory or optional) of a LIBOR Loan (other than a LIBOR Daily Loan) or Conversion
of a LIBOR Loan (other than a LIBOR Daily Loan), made by such Lender for any reason (including, without limitation, acceleration) on a
date other than the last day of the Interest Period for such Loan; or


 


(b)              
any failure by the Borrower for any reason (including, without limitation, the failure of any of the applicable conditions
precedent specified in Section 6.2 to be satisfied) to borrow a LIBOR Loan (other than a LIBOR Daily Loan) from such Lender on
the date for such borrowing, or to Convert a Base Rate Loan into a LIBOR Loan (other than a LIBOR Daily Loan) or Continue a LIBOR Loan
(other than a LIBOR Daily Loan) on the requested date of such Conversion or Continuation.


 


Not in limitation of the foregoing, such compensation
shall include, without limitation, in the case of any such LIBOR Loan, an amount equal to the then present value of (A) the amount
of interest that would have accrued on such LIBOR Loan for the remainder of the Interest Period at the rate applicable to such LIBOR Loan,
less (B) the amount of interest that would accrue on the same LIBOR Loan for the same period if LIBOR were set on the date on which
such LIBOR Loan was repaid, prepaid or Converted or the date on which the Borrower failed to borrow, Convert or Continue such LIBOR Loan,
as applicable, calculating present value by using as a discount rate LIBOR quoted on such date; provided, that in no event shall such
compensation include any loss of anticipated profits. Upon the Borrower’s request, the Administrative Agent shall provide the Borrower
with a statement setting forth in reasonable detail the basis for requesting such compensation and the method for determining the amount
thereof. Any such statement shall be conclusive, provided that the determinations in such statement
are made on a reasonable basis and in good faith.


 


Section 5.5              
Treatment of Affected Loans.


 


If the obligation of any Lender
to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended pursuant to Section 5.1(c),
Section 5.2, or Section 5.3 then such Lender’s LIBOR Loans shall be automatically Converted into Base Rate
Loans on the last day(s) of the then current Interest Period(s) for LIBOR Loans (or, in the case of a Conversion required by Section 5.1(c),
Section 5.2, or Section 5.3 on such earlier date as such Lender or the Administrative Agent, as applicable, may
specify to the Borrower (with a copy to the Administrative Agent, as applicable)) and, unless and until such Lender or the Administrative
Agent, as applicable, gives notice as provided below that the circumstances specified in Section 5.1, Section 5.2,
or Section 5.3 that gave rise to such Conversion no longer exist:


 






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(a)              
 to the extent that such Lender’s LIBOR Loans have been so Converted, all payments and prepayments of principal that
would otherwise be applied to such Lender’s LIBOR Loans shall be applied instead to its Base Rate Loans; and


 


(b)              
all Loans that would otherwise be made or Continued by such Lender as LIBOR Loans shall be made or Continued instead as
Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be Converted into LIBOR Loans shall remain as Base Rate Loans.


 


If such Lender or the Administrative
Agent, as applicable, gives notice to the Borrower (with a copy to the Administrative Agent, as applicable) that the circumstances specified
in Section 5.1(c) or 5.3 that gave rise to the Conversion of such Lender’s LIBOR Loans pursuant to this Section
no longer exist (which such Lender or the Administrative Agent, as applicable, agrees to do promptly upon such circumstances ceasing to
exist) at a time when LIBOR Loans made by other Lenders are outstanding, then such Lender’s Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding LIBOR Loans, or, with respect to LIBOR Daily
Loans, on the next Business Day, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding LIBOR
Loans and by such Lender are held pro rata (as to principal amounts, Types and Interest Periods) in accordance with their respective
Commitment Percentages.


 


Section 5.6              
Affected Lenders.


 


If (a) a Lender
requests compensation pursuant to Section 3.10 or 5.1, (b) any Lender is a Non-Consenting Lender, (c) any Lender is a
Defaulting Lender or (d) the obligation of any Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into, LIBOR
Loans shall be suspended pursuant to Section 5.1(c) or 5.3 but the obligation of the Requisite Lenders shall not have
been suspended under such Sections, then the Borrower may either (A) demand that such Lender (the “Affected
Lender”), and upon such demand the Affected Lender shall promptly, assign its Loans and all of its other interests, rights
and obligations under this Agreement and the Loan Documents to an Eligible Assignee subject to and in accordance with the provisions
of Section 13.6(b) for a purchase price equal to (x) the aggregate principal balance of all Loans then owing to the Affected
Lender, plus (y) the aggregate amount of payments previously made by the Affected Lender under Section 2.3(j) that have not
been repaid, plus (z) any accrued but unpaid interest thereon and accrued but unpaid fees owing to the Affected Lender, or any other
amount as may be mutually agreed upon by such Affected Lender and Eligible Assignee, or (B) notwithstanding Section 3.2
or any other provision herein to the contrary requiring the pro rata treatment of payments to the Lenders, repay the entire
Outstanding Amount of all Loans held by such Affected Lender, together with all accrued interest thereon, whereupon such Affected
Lender shall no longer be a party hereto. Each of the Administrative Agent and the Affected Lender shall reasonably cooperate in
effectuating the replacement of such Affected Lender under this Section and the Affected Lender shall promptly execute all documents
reasonably requested to surrender and transfer such interest to the purchaser or assignee thereof, including an appropriate
Assignment and Assumption, but at no time shall the Administrative Agent, such Affected Lender or any other Lender be obligated in
any way whatsoever to initiate any such replacement or to assist in finding an Eligible Assignee. The exercise by the Borrower of
its rights under this Section shall be at the Borrower’s sole cost and expense and at no cost or expense to the Administrative
Agent, the Affected Lender or any of the other Lenders. The terms of this Section shall not in any way limit the Borrower’s
obligation to pay to any Affected Lender compensation owing to such Affected Lender pursuant to this Agreement (including, without
limitation, pursuant to Sections 3.10, 5.1 or 5.4) with respect to any period up to the date of replacement. In
the event that a Defaulting Lender does not execute an Assignment and Assumption pursuant to Section 13.6(b) within
five (5) Business Days after receipt by such Defaulting Lender of notice under this Section 5.6 and presentation to such
Defaulting Lender of an Assignment and Assumption evidencing an assignment pursuant to Section 13.6(b), the Administrative
Agent shall be entitled (but not obligated) to execute such an Assignment and Assumption on behalf of such Defaulting Lender, and
any such Assignment and Assumption so executed by the Administrative Agent, the Eligible Assignee and the Borrower shall be
effective for purposes of Section 13.6(b).


 






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Section 5.7              
Change of Lending Office.


 


Each Lender agrees that it
will, in good faith, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an
alternate Lending Office with respect to any of its Loans affected by the matters or circumstances described in Sections 3.10,
5.1 or 5.3 to reduce the liability of the Borrower or avoid the results provided thereunder, so long as such designation
is not disadvantageous to such Lender as determined by such Lender in its sole discretion, except that such Lender shall have no obligation
to designate a Lending Office located in the United States of America.


 


Section 5.8               
Assumptions Concerning Funding of LIBOR Loans.


 


Calculation of all amounts
payable to a Lender under this Article shall be made as though such Lender had actually funded LIBOR Loans through the purchase of deposits
in the relevant market bearing interest at the rate applicable to such LIBOR Loans in an amount equal to the amount of the LIBOR Loans
and having a maturity comparable to the relevant Interest Period (or, in the case of LIBOR Daily Loans, a maturity of one month); provided,
however, that each Lender may fund each of its LIBOR Loans in any manner it sees fit and the foregoing assumption shall be used only for
calculation of amounts payable under this Article.


 


Article
VI. Conditions Precedent


 


Section 6.1               
Initial Conditions Precedent.


 


The obligation of the Lenders
to make the Loan is subject to the satisfaction or waiver of the following conditions precedent:


 


(a)              
The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative
Agent:


 


(i)              counterparts of this Agreement executed by each of the parties hereto;


 


(ii)             A
Note executed by the Borrower, payable to each Lender that has requested a Note, and complying with the terms of, Section 2.11(a);


 


(iii)           
the Guaranty executed by the Parent Guarantor and by each of the Subsidiary Guarantors identified in Schedule 1.1;


 






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(iv)           an
opinion of Hogan Lovells LLP, counsel to the Borrower and the other Loan Parties, addressed to the Administrative Agent and the Lenders
and in form and substance reasonably satisfactory to the Administrative Agent;


 


(v)            the
certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership or other comparable
organizational document (if any) of each Loan Party certified as of a date not earlier than fifteen (15) days prior to the Effective
Date by the Secretary of State of the state of formation of such Loan Party (except that, if any such document relating to any Subsidiary
Guarantor delivered to Administrative Agent pursuant to the “Existing Credit Agreement” (as defined in the Revolving Credit
Agreement) has not been modified or amended and remains in full force and effect, a certificate of the Secretary or Assistant Secretary
(or other individual performing similar functions) of such Subsidiary Guarantor so stating may be delivered in lieu of delivery of a
current certified copy of such document);


 


(vi)           a certificate of good standing (or certificate of similar meaning) with respect to each Loan Party issued as of a date not
earlier than fifteen (15) days prior to the Effective Date by the Secretary of State of the state of formation of each such Loan Party
and certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of
State (and any state department of taxation, as applicable) of each state in which such Loan Party is required to be so qualified and
where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;


 


(vii)          a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions)
of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which
such Loan Party is a party, and in the case of the Borrower, authorized to execute and deliver on behalf of the Borrower Notices of Borrowing,
Notices of Conversion and Notices of Continuation;


 


(viii)         copies
certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party of (A) the
by-laws of such Loan Party, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if
a limited or general partnership, or other comparable document in the case of any other form of legal entity (except that, if any such
document delivered to Administrative Agent pursuant to the “Existing Credit Agreement” (as defined in the Revolving Credit
Agreement) has not been modified or amended and remains in full force and effect, a certificate so stating may be delivered in lieu of
delivery of another copy of such document) and (B) all corporate, partnership, member or other necessary action taken by such Loan
Party to authorize the execution, delivery and performance of the Loan Documents to which it is a party;


 


(ix)            evidence
of the insurance required under Section 8.5;


 


(x)             a
certificate of the Borrower and the Parent Guarantor certifying that the Properties identified in Schedule 4.1 satisfy the requirements
for inclusion in the Unencumbered Pool under this Agreement;


 






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(xi)            
a Compliance Certificate calculated as of September 30, 2012;


 


(xii)           
a Disbursement Instruction Agreement effective as of the Agreement Date;


 


(xiii)          evidence that the Fees, if any, then due and payable under Section 3.5, together with all other fees, expenses
and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including, without limitation, the fees
and expenses of counsel to the Administrative Agent, have been paid;


 


(xiv)          such
other documents and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request;
and


 


(b)              
In the good faith and reasonable judgment of the Administrative Agent:


 


(i)              there shall not have occurred or become known to the Administrative Agent or any of the Lenders any event, condition, situation
or status since the date of the information contained in the financial and business projections, budgets, pro forma data and forecasts
concerning the Borrower and its Subsidiaries delivered to the Administrative Agent and the Lenders prior to the Agreement Date that has
had or could reasonably be expected to result in a Material Adverse Effect;


 


(ii)             no
litigation, action, suit, investigation or other arbitral, administrative or judicial proceeding shall be pending or threatened in writing
which could reasonably be expected to (A) result in a Material Adverse Effect or (B) restrain or enjoin, impose materially
burdensome conditions on, or otherwise materially and adversely affect, the ability of the Borrower or any other Loan Party to fulfill
its obligations under the Loan Documents to which it is a party;


 


(iii)           
the Borrower and the other Loan Parties shall have received all approvals, consents and waivers, and shall have made or
given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence
of any default under, conflict with or violation of (A) any Applicable Law or (B) any material agreement, document or instrument
to which any Loan Party is a party or by which any of them or their respective properties is bound; and


 


(iv)            the
Borrower and each other Loan Party shall have provided all information requested by the Administrative Agent and each Lender in order
to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation,
the Patriot Act.


 






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Section 6.2               
Additional Conditions Precedent to Loan.


 


The obligation of the
Lenders to make any Loan is subject to the further conditions precedent that: (a) no Default or Event of Default shall exist as of
the date of the making of the Loan or would exist immediately after giving effect thereto, and no violation of the limits described
in Section 2.15 would occur after giving effect thereto; (b) the representations and warranties made or deemed made
by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and accurate in all
material respects (unless such representation and warranty is qualified by materiality, in which event such representation and
warranty shall be true and correct in all respects) on and as of the date of the making of the Loan with the same force and effect
as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an
earlier date (in which case such representations and warranties shall have been true and accurate in all material respects (unless
such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true
and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted by the Loan
Documents; (c) the Administrative Agent shall have received a timely Notice of Borrowing; and (d) there shall not have occurred
any event, change, circumstance or other occurrence that has had a Material Adverse Effect (which determination shall, during the
Restriction Period, exclude any event or circumstance resulting from the COVID-19 pandemic to the extent that such event or
circumstance has been disclosed in writing by the Borrower to the Administrative Agent or publicly, or in the public domain). Each
Credit Event shall constitute a certification by the Borrower to the effect set forth in the preceding sentence (both as of the date
of the giving of notice relating to such Credit Event and, unless the Borrower otherwise notifies the Administrative Agent prior to
the date of such Credit Event, as of the date of the occurrence of such Credit Event). In addition, the Borrower shall be deemed to
have represented to the Administrative Agent and the Lenders at the time the Loan is made that all conditions contained in Sections
6.1 and 6.2 have been satisfied.


 


Section 6.3               
Conditions as Covenants.


 


If the Lenders permit the
making of the Loan prior to the satisfaction of all conditions precedent set forth in Sections 6.1 and 6.2, the Borrower
shall nevertheless cause such condition or conditions to be satisfied within five (5) Business Days after the date of the making
of the Loan. Unless set forth in writing to the contrary, the making of the Loan by a Lender on the Effective Date shall constitute a
confirmation by such Lender to the Administrative Agent and the other Lenders that insofar as such Lender is concerned the Borrower has
satisfied the conditions precedent for the Loan set forth in Sections 6.1 and 6.2.


 


Article
VII. Representations and Warranties


 


Section 7.1              
Representations and Warranties.


 


In order to induce the Administrative
Agent and each Lender to enter into this Agreement and to make the Loan, the Parent Guarantor and the Borrower represent and warrant to
the Administrative Agent and each Lender as follows:


 


(a)               Organization;
Power; Qualification. Each of the Loan Parties and the other Subsidiaries is a corporation, partnership or other legal entity,
duly organized or formed, validly existing and in good standing under the jurisdiction of its incorporation or formation, has the
power and authority to own or lease its respective properties and to carry on its respective business as now being and hereafter
proposed to be conducted and is duly qualified and is in good standing as a foreign corporation, partnership or other legal entity,
and authorized to do business, in each jurisdiction in which the character of its properties or the nature of its business requires
such qualification or authorization and where the failure to be so qualified or authorized could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. None of the Borrower, any other Loan Party or any other Subsidiary is
an EEA Financial Institution.


 






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(b)              
Ownership Structure. Part I of Schedule 7.1(b) is, as of the Amendment No. 7 Effective Date, a complete and
correct list of all Subsidiaries of the Parent Guarantor setting forth for each such Subsidiary, (i) the jurisdiction of organization
of such Subsidiary, (ii) each Person holding any Equity Interest in such Subsidiary, (iii) the nature of the Equity Interests
held by each such Subsidiary and (iv) the percentage of ownership of such Subsidiary represented by such Equity Interests. Each of
the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Permitted Liens) and has the unencumbered right to vote,
all outstanding Equity Interests in each Subsidiary which directly or indirectly owns a Borrowing Base Property (other than (x) any Subsidiary
which directly or indirectly owns the Doubletree Metropolitan in New York City, provided that the Borrower retains, directly or indirectly,
at least a 98.2% Controlling ownership interest therein and (y) any Subsidiary which directly or indirectly owns The Knickerbocker in
New York City, provided that the Borrower retains, directly or indirectly, at least a 95.0% Controlling ownership interest therein). As
of the Amendment No. 7 Effective Date, except as disclosed in Schedule 7.1(b), (A) all of the issued and outstanding capital stock
of each Person identified in Schedule 7.1(b) as organized as a corporation is validly issued, fully paid and nonassessable and (B) there
are no outstanding subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including, without limitation,
any stockholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or outstanding securities convertible
into, any additional shares of capital stock of any class, or partnership or other ownership interests of any type in, any Person identified
in Schedule 7.1(b). As of the Amendment No. 7 Effective Date, Part II of Schedule 7.1(b) correctly sets forth all Unconsolidated
Affiliates of the Parent Guarantor, including the correct legal name of such Person, the type of legal entity which each such Person is,
and all Equity Interests in such Person held directly or indirectly by the Parent Guarantor. As of the Amendment No. 7 Effective Date,
the Subsidiaries identified in Schedule 1.1 constitute all of the Subsidiary Guarantors and Non-Loan Party BB Property Subsidiaries.


 


(c)              
Authorization of Agreement, Notes, Loan Documents and Borrowings. The Borrower has the right and power, and has taken
all necessary action to authorize it, to borrow and obtain other extensions of credit hereunder. The Borrower and each other Loan Party
has the right and power, and has taken all necessary action to authorize it, to execute, deliver and perform each of the Loan Documents
and the Fee Letter to which it is a party in accordance with their respective terms and to consummate the transactions contemplated hereby
and thereby. The Loan Documents and the Fee Letter to which the Borrower or any other Loan Party is a party have been duly executed and
delivered by the duly authorized officers of such Person and each is a legal, valid and binding obligation of such Person enforceable
against such Person in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar
laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations
contained herein or therein and as may be limited by equitable principles generally.


 


(d)               Compliance
of Agreement, Etc. with Laws. The execution, delivery and performance of this Agreement, the Notes, the other Loan Documents to
which any Loan Party is a party and the Fee Letter in accordance with their respective terms and the borrowings and other extensions
of credit hereunder do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental
Approval (other than any required filing with the SEC, which the Borrower agrees to file in a timely manner, or filings or
recordations required in connection with (x) the perfection of any Lien on the Collateral in favor of the Administrative Agent or
(y) any Transferred Mortgages) or violate any Applicable Law (including, without limitation, Environmental Laws) relating to the
Borrower, any other Loan Party or any Non-Loan Party BB Property Subsidiary; (ii) conflict with, result in a breach of or
constitute a default under the organizational documents of the Borrower, any other Loan Party or any Non-Loan Party BB Property
Subsidiary, or any material indenture, agreement or instrument to which the Borrower, any other Loan Party or any Non-Loan Party BB
Property Subsidiary is a party or by which it or any of its respective properties may be bound; or (iii) result in or require
the creation or imposition of any Lien upon or with respect to any Property (other than a Property subject to a Transferred
Mortgage) now owned or hereafter acquired by any Loan Party or any Non-Loan Party BB Property Subsidiary (other than a Permitted
Lien).


 






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(e)              
Compliance with Law; Governmental Approvals. Each Loan Party and each other Subsidiary is in compliance with each
Governmental Approval applicable to it and in compliance with all other Applicable Laws (including, without limitation, Environmental
Laws, Anti-Corruption Laws and Sanctions) relating to it except for noncompliances which, and Governmental Approvals the failure to possess
which, could not, individually or in the aggregate, reasonably be expected to result in a Default or Event of Default or have a Material
Adverse Effect.


 


(f)               
Title to Properties; Liens. Schedule 7.1(f) is, as of the Amendment No. 7 Effective Date, a complete and correct
listing of all real estate assets of the Loan Parties and the other Subsidiaries. Schedule 4.1 attached hereto is, as of the Amendment
No. 7 Effective Date, a complete and correct listing of all Borrowing Base Properties owned by the Loan Parties and Non-Loan Party BB
Property Subsidiaries. Each of the Loan Parties and all other Subsidiaries have good, marketable and legal title to, or a valid leasehold
interest in, their respective assets (subject to (x) Permitted Liens, (y) in the case of any Property (other than a Borrowing Base Property),
a Transferred Mortgage and (z) in the case of Subsidiaries that are not Loan Parties or Non-Loan Party BB Property Subsidiaries, Liens
not prohibited by this Agreement). No Borrowing Base Property or any ownership interest of the Borrower in any Subsidiary that directly
or indirectly owns any Borrowing Base Property is subject to any Lien other than Permitted Liens. Unless otherwise waived in accordance
with the terms of this Agreement, each Borrowing Base Property included in the Unencumbered Pool satisfies all applicable requirements
under the definition of Eligible Property.


 


(g)              
Existing Indebtedness. Schedule 7.1(g) is, as of the Amendment No. 7 Effective Date, a complete and correct
listing of all Indebtedness (including all Guarantees, but excluding intercompany Indebtedness in an individual amount not in excess of
$1,000,000, between or among any of the Parent Guarantor, the Borrower and their respective Subsidiaries) for borrowed money or in respect
of Derivative Contracts of each of the Loan Parties and the other Subsidiaries, and if such Indebtedness is secured by any Lien, a description
of the property subject to such Lien. As of the Amendment No. 7 Effective Date, except as set forth in Schedule 7.1(g) no monetary default
exists under any such Indebtedness and the Borrower or other Loan Parties or Subsidiaries have not received notice of any other default
under any such Indebtedness.


 






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(h)              
 Material Contracts. Schedule 7.1(h) is, as of the Amendment No. 7 Effective Date, a true, correct and complete listing
of all Material Contracts (other than Material Contracts evidencing Indebtedness identified on Schedule 7.1(g), if any). As of the Amendment
No. 7 Effective Date, no event or condition which would permit any party to any such Material Contract to terminate such Material Contract
exists.


 


(i)                
Litigation. Except as set forth on Schedule 7.1(i), there are no actions, suits, investigations or proceedings
pending (nor have any actions, suits or proceedings been threatened in writing) against or in any other way relating adversely to or affecting,
any Loan Party, any other Subsidiary or any of their respective property in any court or before any arbitrator of any kind or before or
by any other Governmental Authority which, (i) could reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect or (ii) in any manner draws into question the validity or enforceability of any Loan Documents or the Fee Letter.
As of the Amendment No. 7 Effective Date, there are no strikes, slowdowns, work stoppages or walkouts or other labor disputes in progress
or threatened relating to, any Loan Party or any other Subsidiary.


 


(j)                
Taxes. All federal and state income and other material tax returns of each Loan Party and each other Subsidiary required
by Applicable Law to be filed have been duly filed, and all federal and state income and other material taxes, assessments and other governmental
charges or levies upon, each Loan Party and each other Subsidiary and their respective properties, income, profits and assets which are
due and payable have been paid, except any such nonpayment or non-filing which is at the time permitted under Section 8.6.
As of the Amendment No. 7 Effective Date, no Loan Party (or any of its Subsidiaries) has been notified that any of its United States income
tax returns is under audit. All charges, accruals and reserves on the books of the Parent Guarantor and the Subsidiaries in respect of
any taxes or other governmental charges are in accordance with GAAP.


 


(k)              
Financial Statements. The Borrower has furnished to the Administrative Agent copies of the audited consolidated balance
sheet of the Parent Guarantor and its consolidated Subsidiaries for the fiscal year ended December 31, 2018 and the unaudited consolidated
balance sheet of the Parent Guarantor and its consolidated Subsidiaries for the quarters ended March 31, 2019, June 30, 2019 and September
30, 2019, together with (in each case) the related consolidated statements of operations, shareholders’ equity and cash flow for
the fiscal quarter ended on such date.  Such balance sheet and statements (including in each case related schedules and notes) are
complete and correct in all material respects and present fairly in all material respects, in accordance with GAAP consistently applied
throughout the applicable periods, the consolidated financial position of the Parent Guarantor and its consolidated Subsidiaries as at
the date thereof and the results of operations and the cash flow for such period (subject, in the case of the unaudited statements, to
changes resulting from normal year end audit adjustments and the inclusion in the final audited statements of footnotes that were not
contained in the unaudited statements).  Neither the Parent Guarantor nor any of its Subsidiaries (other than the FelCor Subsidiaries)
has on the Amendment No. 7 Effective Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term
commitments or unrealized or forward anticipated losses from any unfavorable commitments, except as referred to or reflected or provided
for in the foregoing financial statements.


 






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(l)                
 No Material Adverse Change. Since December 31, 2018, there have been no events, changes, circumstances or occurrences
that have had, individually or in the aggregate, a Material Adverse Effect; provided, that during the Restriction Period, the determination
of the existence of a Material Adverse Effect shall exclude any event or circumstance resulting from the COVID-19 pandemic to the extent
that such event or circumstance has been disclosed in writing by the Borrower to the Administrative Agent or publicly, or in the public
domain. As of the Amendment No. 7 Effective Date and after giving effect to any incurrence of Indebtedness on such date, each of the Parent
Guarantor and the Borrower is Solvent, and the Parent Guarantor, the Borrower and the other Subsidiaries (taken as a whole) are Solvent.


 


(m)            
Financial Information for Borrowing Base Properties. The financial information delivered by the Borrower pertaining
to each of the Borrowing Base Properties to the Administrative Agent in accordance with Section 9.4(d)(ii) fairly presents
in a summary form in accordance with Section 9.4(d)(ii), and otherwise accurately in all material respects, the Net Operating Income
of each such Borrowing Base Property for the period then ended.


 


(n)              
ERISA. Each member of the ERISA Group has fulfilled its obligations under the contribution requirements of ERISA
and the Internal Revenue Code with respect to each Plan and is in compliance with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan, in each case, except as could not reasonably be expected to have a Material Adverse Effect.
No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue
Code in respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of
a Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under
Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA or that could not reasonably be
expected to have a Material Adverse Effect. As of the Amendment No. 7 Effective Date, the Borrower does not hold and will not be using
 “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit
Plans in connection with the Loans.


 


(o)              
Absence of Default. None of the Loan Parties or the other Subsidiaries is in default under its certificate or articles
of incorporation or formation, bylaws, partnership agreement or other similar organizational documents, and no event has occurred, which
has not been remedied, cured or waived, which, in any case, (i) constitutes a Default or an Event of Default; or (ii) constitutes, or
which with the passage of time, the giving of notice, or both, would constitute, a default or event of default by, any Loan Party or any
other Subsidiary under any agreement (other than this Agreement) or judgment, decree or order to which any such Person is a party or by
which any such Person or any of its respective properties may be bound where such default or event of default could reasonably be expected
to, individually or in the aggregate, have a Material Adverse Effect.


 






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(p)               Environmental
Laws. Each of the Loan Parties and the other Subsidiaries: (i) is in compliance with all Environmental Laws applicable to
its business, operations and the Properties, (ii) has obtained all Governmental Approvals which are required under
Environmental Laws, and each such Governmental Approval is in full force and effect, and (iii) is in compliance with all terms
and conditions of such Governmental Approvals, where with respect to each of the immediately preceding clauses (i) through
(iii) the failure to obtain or to comply with could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect. Except for any of the following matters that could not be reasonably expected to have, individually or in
the aggregate, a Material Adverse Effect, no Loan Party has any knowledge of, nor has received notice of, any past present or
pending releases, events, conditions, circumstances, activities, practices, incidents, facts, occurrences, actions, or plans that,
with respect to any Loan Party or any other Subsidiary, their respective businesses, operations or with respect to the Properties,
may: (i) cause or contribute to an actual or alleged violation of or noncompliance with Environmental Laws, (ii) cause or
contribute to any other potential common law or legal claim or other liability, or (iii) cause any of the Properties to become
subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law or require the filing or
recording of any notice, approval or disclosure document under any Environmental Law and, with respect to the immediately preceding
clauses (i) through (iii) is based on or related to the on-site or off-site manufacture, generation, processing,
distribution, use, treatment, storage, disposal, transport, removal, clean up or handling, or the emission, discharge, release or
threatened release of any wastes or Hazardous Material, or any other requirement under Environmental Law. There is no civil,
criminal, or administrative action, suit, demand, claim, hearing, notice, or demand letter, mandate, order, lien, request,,
investigation, or proceeding pending or, to the knowledge of the Borrower, threatened, against any Loan Party or any other
Subsidiary relating in any way to Environmental Laws which reasonably could be expected to have, individually or in the aggregate, a
Material Adverse Effect. None of the Borrowing Base Properties and, as of the Amendment No. 7 Effective Date, none of the other
Properties is listed on or proposed for listing on the National Priority List promulgated pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 and its implementing regulations, or any state or local priority list
promulgated pursuant to any analogous state or local law. To the knowledge of the Borrower, no Hazardous Materials generated at or
transported from any of the Properties is or has been transported to, or disposed of at, any location that is listed or proposed for
listing on the National Priority List or any analogous state or local priority list, or any other location that is or has been the
subject of a clean-up, removal or remedial action pursuant to any Environmental Law, except to the extent that such transportation
or disposal could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.


 


(q)              
Investment Company. No Loan Party, nor any other Subsidiary is (i) an “investment company” or a
company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended,
or (ii) subject to any other Applicable Law which purports to regulate or restrict its ability to borrow money or obtain other extensions
of credit or to consummate the transactions contemplated by this Agreement or to perform its obligations under any Loan Document to which
it is a party.


 


(r)               
Margin Stock. No Loan Party nor any other Subsidiary is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock”
within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.


 






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(s)               
Affiliate Transactions. Except as permitted by Section 10.8 or as otherwise set forth on Schedule 7.1(s),
no Loan Party nor any other Subsidiary is a party to or bound by any agreement or arrangement (whether oral or written) with any Affiliate.


 


(t)                
Intellectual Property. Each of the Loan Parties and each other Subsidiary owns or has the right to use, under valid
license agreements or otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights,
trade names, trade name rights, trade secrets and copyrights that is material to the business of the Parent Guarantor and its Subsidiaries,
taken as whole (collectively, “Intellectual Property”), without known conflict with any patent, license, franchise, trademark,
trademark right, service mark, service mark right, trade secret, trade name, copyright, or other proprietary right of any other Person,
the effect of which conflict could reasonably be expected to have a Material Adverse Effect. The Loan Parties have taken all such steps
as they deem reasonably necessary to protect their respective rights under and with respect to such Intellectual Property. No claim has
been asserted by any Person with respect to the use of any such Intellectual Property, or challenging or questioning the validity or effectiveness
of any such Intellectual Property that could reasonably be expected to have a Material Adverse Effect.


 


(u)              
Business. As of the Amendment No. 7 Effective Date, the Loan Parties and the other Subsidiaries are engaged in the
business of the ownership, leasing and operation of lodging properties, together with other business activities incidental thereto.


 


(v)              
Broker’s Fees. Except as set forth in the Fee Letter, no broker’s or finder’s fee, commission or
similar compensation will be payable with respect to the transactions contemplated hereby. No other similar fees or commissions will be
payable by any Loan Party for any other services rendered to any Loan Party or any other Subsidiaries ancillary to the transactions contemplated
hereby.


 


(w)            
Insurance. The Parent Guarantor and the Subsidiaries maintain insurance in compliance with the provisions of Section
8.5.


 


(x)               Accuracy
and Completeness of Information. All written information, reports and data (other than financial projections, other forward
looking statements and information of a general economic or industry nature) furnished to the Administrative Agent or any Lender by,
on behalf of, or at the direction of, any Loan Party or any other Subsidiary were, at the time the same were so furnished, complete
and correct in all material respects, or, in the case of financial statements, presented fairly in all material respects in
accordance with GAAP consistently applied throughout the periods involved in each case, the financial position of the Persons
involved as at the date thereof and the results of operations for such periods (subject, as to interim statements, to changes
resulting from normal year-end audit adjustments and the inclusion in the final audited statements of footnotes that were not
contained in the interim statements). All financial projections and other forward looking statements prepared by or on behalf of any
Loan Party or any Non-Loan Party BB Property Subsidiary that have been or may hereafter be made available to the Administrative
Agent or any Lender were or will be prepared in good faith based on assumptions believed to be reasonable at the time made, but with
it being understood that such projections and statements are not a guarantee of future performance, that such future performance may
vary materially from such projections and that no Loan Party makes any representation that such projections will in fact be
realized. No document furnished or written statement made to the Administrative Agent or any Lender in connection with the
negotiation, preparation or execution of, or pursuant to, this Agreement or any of the other Loan Documents contains or will contain
any untrue statement of a fact material to the creditworthiness of any Loan Party or any other Subsidiary or omits or will omit,
when taken with together with all other information furnished, to state a material fact necessary in order to make the statements
contained therein in light of the circumstances under which they are or will be made, not misleading. As of the Amendment No. 7
Effective Date, the information included in the Beneficial Ownership Certification most recently provided to Administrative Agent or
any Lender on or prior to the Amendment No. 7 Effective Date is true and correct in all respects.


 






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(y)              
Not Plan Assets; No Prohibited Transactions. None of the assets of any Loan Party or any other Subsidiary constitutes
 “plan assets”, within the meaning of 29 C.F.R. 2510-3.101, as modified by Section 3(42) of ERISA. The execution, delivery
and performance of the Loan Documents and the Fee Letter by the Loan Parties, and the borrowing, other credit extensions and repayment
of amounts thereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.


 


(z)              
OFAC; Anti-Corruption Laws and Sanctions.


 


(i)       None
of (i) the Borrower, any Subsidiary or, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers,
employees or affiliates, or (ii) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary that
will act in any capacity in connection with or benefit from any Loan, (A) is a Sanctioned Person or currently the subject or target of
any Sanctions, (B) has its assets located in a Sanctioned Country, (C) directly or indirectly derives revenues from investments in, or
transactions with, Sanctioned Persons, (D) has taken any action, directly or indirectly, that would result in a violation by such Persons
of any Anti-Corruption Laws or (E) has violated any applicable Anti-Money Laundering Law in any material respect. Each of the Borrower
and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower
and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with the Anti-Corruption Laws. Each of
the Borrower and its Subsidiaries, and to the knowledge of the Borrower, each director, officer, employee, agent and Affiliate of the
Borrower and each such Subsidiary, is in compliance with the Anti-Corruption Laws in all material respects.


 


(ii)       No
proceeds of any Loan have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or their respective
directors, officers, employees and agents (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or
giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing
or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, including any
payments (directly or indirectly) to a Sanctioned Person or a Sanctioned Country or (C) in any manner that would result in the violation
of any Sanctions applicable to any party hereto.


 






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Section 7.2          
Survival of Representations and Warranties, Etc.


 


All statements contained in
any certificate, financial statement or other instrument delivered by or on behalf of any Loan Party or any other Subsidiary to the Administrative
Agent or any Lender pursuant to or in connection with this Agreement or any of the other Loan Documents (including, but not limited to,
any such statement made in or in connection with any amendment thereto or any statement contained in any certificate, financial statement
or other instrument delivered by or on behalf of any Loan Party prior to the Agreement Date and delivered to the Administrative Agent
or any Lender in connection with the underwriting or closing the transactions contemplated hereby) shall constitute representations and
warranties made by the Borrower and Parent Guarantor under this Agreement. All representations and warranties made under this Agreement
and the other Loan Documents shall be deemed to be made at and as of the Agreement Date, the Effective Date, the Amendment No. 7 Effective
Date, the date on which any Additional Loan Advance is effectuated pursuant to Section 2.16, except to the extent that such representations
and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and
correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation
and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances
permitted under the Loan Documents. All such representations and warranties shall survive the effectiveness of this Agreement, the execution
and delivery of the Loan Documents and the making of the Loan.


 


Article
VIII. Affirmative Covenants


 


For so long as this Agreement
is in effect, unless the Requisite Lenders (or, if required pursuant to Section 13.7, all of the Lenders) shall otherwise
consent in the manner provided for in Section 13.7, the Parent Guarantor and the Borrower shall comply with the following
covenants:


 


Section 8.1          
Preservation of Existence and Similar Matters.


 


Except as otherwise permitted
under Section 10.4, the Parent Guarantor and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary
to, (a) preserve and maintain its respective existence, (b) preserve and maintain its rights, franchises, licenses and privileges in the
jurisdiction of its incorporation or formation and (c) qualify and remain qualified and authorized to do business in each jurisdiction
in which the character of its properties or the nature of its business requires such qualification and authorization, except, in the case
of clauses (a) (solely with respect to Subsidiaries other than Loan Parties and Non-Loan Party BB Property Subsidiaries), (b) and (c),
where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section 8.2          
Compliance with Applicable Law.


 


The Parent Guarantor and the
Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Applicable Law, including the obtaining
of all Governmental Approvals, the failure with which to comply could reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.


 






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Section 8.3          
Maintenance of Property.


 


In addition to the requirements
of any of the other Loan Documents, the Parent Guarantor and the Borrower shall, and shall cause each other Loan Party and each other
Subsidiary to, (a) protect and preserve all of its material properties, including, but not limited to, all Intellectual Property
necessary to the conduct of its respective business, and maintain in good repair, working order and condition all tangible properties,
ordinary wear and tear excepted, and (b) from time to time make or cause to be made all needed and appropriate repairs, renewals,
replacements and additions to such properties, so that the business carried on in connection therewith may be properly and advantageously
conducted at all times, except in the cases of clauses (a) and (b) where the failure to do so could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


 


Section 8.4          
Conduct of Business.


 


The Parent Guarantor and the
Borrower shall, and shall cause the other Loan Parties and each other Subsidiary to, carry on its respective businesses as described in
Section 7.1.(u) and not enter into any line of business not
incidental and reasonably related thereto.


 


Section 8.5          
Insurance.


 


The Parent Guarantor and the
Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, maintain insurance on a replacement cost basis with
financially sound and reputable insurance companies against such risks (including, without limitation, acts of terrorism) and in such
amounts as is customarily maintained by similar businesses and similar locations or as may be required by Applicable Law. The Parent Guarantor
and the Borrower shall from time to time deliver to the Administrative Agent upon request a detailed list, together with copies of all
policies of the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates
of the expiration thereof and the properties and risks covered thereby.


 


Section 8.6          
Payment of Taxes and Claims.


 


The Parent Guarantor and the
Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, pay and discharge (a) before delinquent all federal
and state income taxes and all other material taxes, assessments and governmental charges or levies imposed upon it or upon its income
or profits or upon any properties belonging to it, and (b) by not later than thirty (30) days past due all lawful claims of materialmen,
mechanics, carriers, warehousemen and landlords for labor, materials, supplies and rentals which are, in the aggregate with all other
such claims in an amount greater than $1,000,000 and, if unpaid, could become a Lien on any properties of such Person; provided, however,
that this Section shall not require the payment or discharge of any such tax, assessment, charge, levy or claim (i) which is being contested
in good faith and, if required by GAAP, for which adequate reserves have been established on the books of such Person in accordance with
GAAP, (ii) to the extent covered by title insurance or (iii) solely with respect to any such tax, assessment, charge, levy or claim
of an Excluded Subsidiary, to the extent the failure to pay and discharge any such tax, assessment, charge, levy or claim could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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Section 8.7          
Books and Records; Inspections.


 


The Parent Guarantor and the
Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, keep proper books of record and account in which full,
true and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities.
The Parent Guarantor and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, permit representatives
of the Administrative Agent or any Lender to visit and inspect any of their respective properties, to examine and make abstracts from
any of their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers,
employees and independent public accountants (in the Borrower’s presence if an Event of Default does not then exist), all at such
reasonable times during business hours and as often as may reasonably be requested and, so long as no Event of Default exists, with reasonable
prior notice. The Parent Guarantor and the Borrower shall be obligated to reimburse the Administrative Agent and the Lenders for their
reasonable and documented out-of-pocket costs and expenses incurred in connection with the exercise of their rights under this Section
only if such exercise occurs while a Default or Event of Default exists.


 


Section 8.8          
Use of Proceeds.


 


(a)              
The Parent Guarantor and the Borrower will use the proceeds the Loan only (i) for the payment of redevelopment and development
costs incurred in connection with Properties owned by the Parent Guarantor or any Subsidiary; (ii) to finance acquisitions not otherwise
prohibited under this Agreement; (iii) to finance capital expenditures, dividends and the repayment of Indebtedness of the Parent
Guarantor and its Subsidiaries; and (iv) to provide for the general working capital needs of the Parent Guarantor and its Subsidiaries
and for other general corporate purposes of the Parent Guarantor and its Subsidiaries.


 


(b)              
The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, use any
part of the proceeds of the Loan to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry,
any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock.


 


Section 8.9          
Environmental Matters.


 


The Parent Guarantor and
the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, comply with all Environmental Laws the
failure with which to comply could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The
Parent Guarantor and the Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, promptly take all
actions and pay or arrange to pay all costs necessary for it and for the Properties to comply in all material respects with all
Environmental Laws and all Governmental Approvals, including actions to remove and dispose of all Hazardous Materials and to clean
up the Properties as required under Environmental Laws, except where the failure to comply could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. The Parent Guarantor and the Borrower shall, and shall cause the Loan
Parties and the other Subsidiaries to, promptly take all actions necessary to prevent the imposition of any Liens on any of their
Borrowing Base Properties arising out of or related to any Environmental Laws (other than a Permitted Environmental Lien). Nothing
in this Section shall impose any obligation or liability whatsoever on the Administrative Agent or any Lender.


 






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Section 8.10      
Further Assurances.


 


At the Borrower’s sole
cost and expense and upon request of the Administrative Agent, the Parent Guarantor and the Borrower shall, and shall cause each other
Loan Party to, duly execute and deliver or cause to be duly executed and delivered, to the Administrative Agent such further instruments,
documents and certificates consistent with the existing terms and conditions of the Loan Documents, and do and cause to be done such further
acts that may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to carry out more effectively
the provisions and purposes of this Agreement and the other Loan Documents.


 


Section 8.11      
Material Contracts.


 


The Parent Guarantor and the
Borrower shall, and shall cause each other Loan Party and each other Subsidiary to, duly and punctually perform and comply with any and
all material representations, warranties, covenants and agreements expressed as binding upon any such Person under any Material Contract,
to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect. The Parent Guarantor and the Borrower
shall not, and shall not permit any other Loan Party or any other Subsidiary to, do or knowingly permit to be done anything to impair
materially the value of any of the Material Contracts, to the extent the same could reasonably be expected to have a Material Adverse
Effect.


 


Section 8.12      
REIT Status.


 


The Parent Guarantor shall
maintain its status as a REIT.


 


Section 8.13      
Exchange Listing.


 


The Parent Guarantor shall
maintain at least one class of common shares of the Parent Guarantor having trading privileges on the New York Stock Exchange or the American
Stock Exchange or which is subject to price quotations on The NASDAQ Stock Market’s National Market System.


 


Section 8.14      
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances.


 


(a)              
Guaranty Requirement. Prior to the Investment Grade Release or during any Collateral Period, to the extent necessary
to satisfy the Guaranty Requirement, the Borrower shall cause each Eligible Subsidiary that is not already a Guarantor to become a Guarantor
and deliver or cause to be delivered to the Administrative Agent the applicable Subsidiary Guaranty and Pledge Documents on or prior to
the earlier of the following dates (or such later date as the Administrative Agent may agree):


 


(i)                
the Collateral Trigger Date; and


 


(ii)             
not later than the thirtieth (30th) day following the delivery of a Compliance Certificate pursuant to Section
9.3.


 






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As used herein, “Guaranty
Requirement” shall mean the requirement that, as of the end of any fiscal quarter occurring (x) prior to the Investment Grade
Release or (y) during any Collateral Period, after giving pro forma effect to any Eligible Subsidiary that shall become a Subsidiary Guarantor
following such fiscal quarter within the applicable time period provided in this Section 8.14(a), Unencumbered Asset Value
(or during the Restriction Period, the Revised Unencumbered Asset Value) attributable to Borrowing Base Properties directly owned in fee
simple by, or subject to a Qualified Ground Lease to, the Borrower and the Guarantors shall not be less than 90% of the total Unencumbered
Asset Value (or during the Restriction Period, the Revised Unencumbered Asset Value) as of the last day of such fiscal quarter.


 


(b)              
Unsecured Indebtedness Subsidiaries as Guarantors.


 


(i)                
Unsecured Indebtedness Subsidiary Guarantee Requirement. In addition to, and without limiting the requirements in
Section 8.14(a), not later than the date on which any Subsidiary of the Parent Guarantor becomes an Unsecured Indebtedness
Subsidiary (or such later date as the Administrative Agent shall reasonably determine), the Parent Guarantor and the Borrower shall cause
such Unsecured Indebtedness Subsidiary to become a Guarantor and deliver or cause to be delivered to the Administrative Agent the applicable
Subsidiary Guaranty and Pledge Documents.


 


(ii)             
Release of Unsecured Indebtedness Subsidiary Guarantors. The Borrower may request in writing that the Administrative
Agent release, and upon receipt of such request the Administrative Agent shall promptly release, an Unsecured Indebtedness Subsidiary
from the Guaranty, if: (i) such Subsidiary has ceased to be, or simultaneously with its release from the Guaranty will cease to be,
a Subsidiary or an Unsecured Indebtedness Subsidiary; (ii) such Subsidiary Guarantor is not otherwise required to be a party to the Guaranty
under this Section 8.14; (iii) no Default or Event of Default shall then be in existence or would occur as a result of
such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained
in Section 10.1; and (iv) the Administrative Agent shall have received such written request at least ten (10) Business
Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the
Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth
in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request)
are true and correct with respect to such request. The Administrative Agent agrees to furnish to the Borrower, promptly after the Borrower’s
request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document as is reasonably satisfactory
to the Administrative Agent and necessary or advisable to evidence the foregoing release as may be reasonably requested by the Borrower.


 






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(c)               Collateral
Period Pledge Requirement. During any Collateral Period, on or prior to the times specified below (or such later date as the
Administrative Agent shall reasonably determine), the Borrower will cause all of the issued and outstanding Equity Interests (other
than any Excluded Pledged Collateral) of each Pledged Subsidiary (collectively, the “Collateral”), to be subject
to a first priority, perfected Lien (subject to Liens permitted pursuant to Section 10.2) in favor of the Administrative
Agent to secure the Guaranteed Obligations and obligations under the Pari Passu Debt in accordance with the terms and conditions of
the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request and to
deliver or cause to be delivered to the Administrative Agent the applicable Subsidiary Guaranty and Pledge Documents:


 


(i)                
the Collateral Trigger Date; and


 


(ii)             
within thirty (30) days following the occurrence of any date any Pledged Subsidiary shall be required during the Collateral
Period to become a Guarantor pursuant to Section 8.14(a) or (b).


 


(d)              
Further Assurances. During a Collateral Period, and without limiting the foregoing, the Parent Guarantor and the
Borrower will, and will cause each Loan Party that owns any Collateral to, execute and deliver, or cause to be executed and delivered,
to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including
the filing and recording of financing statements), which may be required by Applicable Law and which the Administrative Agent may, from
time to time during a Collateral Period, reasonably request to carry out the terms and conditions of this Agreement and the other Loan
Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the
expense of the Borrower; provided, however, that no Pledged Subsidiary shall be permitted to certificate its Equity Interests or
make an election under Article 8 of the UCC unless such certificates are promptly delivered to the Administrative Agent, together with
an endorsement in blank.


 


(e)               Release
of Subsidiary Guarantors and Collateral Prior to Investment Grade Release or During Collateral Period. Without limiting the
release provisions in Section 8.14.(b), the Borrower may request in writing that the Administrative Agent release, and
upon receipt of such request the Administrative Agent shall promptly release, (x) a Subsidiary Guarantor from the Guaranty and
(y) the Equity Interests in any Pledged Subsidiary from the Pledge Agreement, so long as: (i)(a) in the case of the
release of any Subsidiary Guarantor from the Guaranty, such Subsidiary Guarantor (1) meets, or will meet simultaneously with
such release, all of the provisions of the definition of the term “Excluded Subsidiary”, (2) has ceased to be, or
simultaneously with such release will cease to be, a Subsidiary, an Unsecured Indebtedness Subsidiary or an Eligible Subsidiary or
(3) has ceased to, or simultaneously with such release will cease to, own or lease a Borrowing Base Property or be the direct or
indirect owner of the Equity Interests in a Subsidiary that owns or leases a Borrowing Base Property and, after giving effect to
such release pursuant to this clause (3), the aggregate assets (including any Equity Interests in
any direct or indirect Subsidiary) of all Subsidiary Guarantors released pursuant to this Section 8.14(e)(i)(a)(3) and Section 8.14(e)(i)(b)(1)(B)
(other than Excluded Subsidiaries or any other Subsidiary that simultaneously with such release ceased to be a Subsidiary of the
Borrower) shall have a Fair Market Value of not more than $5,000,000 during the term of this Agreement; and (b) in the
case of the release of Equity Interests in any Pledged Subsidiary from the Pledge Agreement, such Pledged Subsidiary (1) that
is a Non-Loan Party BB Property Subsidiary (A) meets, or will meet simultaneously with such release, all of the provisions of
the definition of the term “Excluded Subsidiary”, or (B) has ceased to, or simultaneously with such release will cease
to, be a Subsidiary or own or lease a Borrowing Base Property or be the direct or indirect owner of the Equity Interests in a
Subsidiary that owns or leases a Borrowing Base Property and, after giving effect to such release pursuant to this clause (B), the
aggregate assets (including any Equity Interests in any direct or indirect Subsidiary) of all Subsidiary Guarantors released
pursuant to this Section 8.14(e)(i)(b)(1)(B) and Section 8.14(e)(i)(a)(3) (other than Excluded Subsidiaries
or any other Subsidiary that simultaneously with such release ceased to be a Subsidiary of the Borrower) shall have a Fair Market
Value of not more than $5,000,000 during the term of this Agreement, (2) has ceased to be, or simultaneously with such
release will cease to be, a Subsidiary Guarantor or (3) the Equity Interests in such Pledged Subsidiary meets, or will meet
simultaneously with its release from the Pledge Agreement, the definition of the term “Excluded Pledged Collateral”;
(ii) such Subsidiary Guarantor or Pledged Subsidiary is not otherwise required to be a party to the Guaranty under Section 8.14
or have its Equity Interests pledged pursuant to the Pledge Agreement under Section 8.14; (iii) no Default or Event
of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event
of Default resulting from a violation of any of the covenants contained in Section 10.1; and (iv) the
Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be
acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent
of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as
of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect
to such request. The Administrative Agent agrees to furnish to the Borrower, promptly after the Borrower’s request and at the
Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as
may be reasonably requested by the Borrower.


 






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Section 8.15      
Investment Grade Release; Collateral Release Upon Termination of Collateral Period.


 


(a)              
Obligation to Release. (i) If at any time the Investment Grade Ratings Criteria is satisfied and a Collateral Period
is not then in effect (a release under this Section 8.15(a) effected pursuant to this clause (i), the “Investment
Grade Release”) or (ii) on or after any Collateral Release Date and no subsequent Collateral Trigger Date has occurred (a release
under this Section 8.15(a) effected pursuant to this clause (ii), a “Collateral Release”), and, in each
case, so long as no Default or Event of Default is then continuing, the Administrative Agent shall, subject to the satisfaction of the
requirements of Section 8.15(b), promptly release all of (A) with respect to a Collateral Release, the Liens granted to the
Administrative Agent pursuant to the requirements of Section 8.14 and the Collateral Documents and (B) the Subsidiary Guarantors
(other than any Unsecured Indebtedness Subsidiary (except an Unsecured Indebtedness Subsidiary that solely has obligations under the Loan
Documents and any Unsecured Indebtedness in respect of which such Subsidiary Guarantor shall be released as a borrower or guarantor or
other obligor substantially concurrently with the release hereunder)) from their obligations under the Guaranty. Upon the release of any
Person and/or any Collateral pursuant to this Section 8.15, the Administrative Agent shall (to the extent applicable) deliver
to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as may be reasonably satisfactory
to the Administrative Agent and otherwise necessary or advisable to evidence the release of such Person and/or such Collateral from its
obligations under the Loan Documents.


 






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(b)              
 Release Request and Certificate. The Borrower shall have delivered to the Administrative Agent, on or prior to the
date that is ten (10) Business Days (or such shorter period of time as agreed to by the Administrative Agent) before the date on which
a Release is to be effected, written notice that it is requesting a Release, which notice shall identify the Subsidiary Guarantors and,
in the case of a Collateral Release, the Collateral to be released and the proposed effective date for such Release, together with a certificate
signed by a Responsible Officer of the Parent Guarantor (such certificate, a “Release Certificate”), certifying that:


 


(i)                
in the case of an Investment Grade Release, the Investment Grade Ratings Criteria have been satisfied;


 


(ii)             
in the case of a Collateral Release, the Leverage Ratio is less than or equal to 6.50 to 1.00 as of the end of the two most
recently completed consecutive fiscal quarter periods and as reflected on the most recently delivered Compliance Certificate delivered
pursuant to Section 9.3;


 


(iii)           
no Subsidiary Guarantor to be released is an Unsecured Indebtedness Subsidiary (except an Unsecured Indebtedness Subsidiary
that solely has obligations under the Loan Documents and any Unsecured Indebtedness in respect of which such Subsidiary Guarantor shall
be released as a borrower or guarantor or other obligor substantially concurrently with the release hereunder); and


 


(iv)            
in the case of a Collateral Release, the Collateral shall be released under any Pari Passu Debt substantially contemporaneously
with such Collateral Release; and


 


at the time of the delivery of notice requesting
such release, on the proposed effective date of such Release and immediately before and immediately after giving effect to such Release,
(x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the representations and
warranties contained in Article VII and in the other Loan Documents are true and correct in all material respects (unless such representation
and warranty is qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on
and as of the effective date of such Release with the same force and effect as if made on and as of such date, except to the extent that
such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall
have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event
such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes
in factual circumstances permitted under the Loan Documents, and except that for purposes of this Section 8.15, the representations
and warranties contained in subsection (k) of Section 7.1 shall be deemed to refer to the most recent statements
furnished pursuant to Sections 9.1 and 9.2.


 


Section 8.16      
Covenant Relief Pledged Collateral Period Requirements.


 


(a)               At
all times during the Covenant Relief Pledged Collateral Period, on or prior to the times specified below (or such later date as the
Administrative Agent shall reasonably determine), the Borrower will cause all of the Covenant Relief Collateral to be subject to a
first priority, perfected Lien (subject to Liens permitted pursuant to Section 10.2) in favor of the Collateral Agent, to
secure the Guaranteed Obligations and the obligations under the Pari Passu Debt in accordance with the terms and conditions of the
Covenant Relief Pledge Agreement, the Covenant Relief Intercreditor Agreement or such other pledge and security documents as the
Administrative Agent shall reasonably require and to deliver or cause to be delivered to the Administrative Agent the applicable
Subsidiary Guaranty and Pledge Documents:


 


(i)                
on the Post-Closing Delivery Date; and


 






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(ii)             
within thirty (30) days following the occurrence of any date any Pledged Subsidiary shall be required during the Covenant
Relief Pledged Collateral Period to become a Guarantor pursuant to Section 8.14(a) or (b).


 


(b)              
During the Covenant Relief Pledged Collateral Period, and without limiting the foregoing, the Borrower will, and will cause
each Loan Party that owns any Covenant Relief Collateral to, execute and deliver, or cause to be executed and delivered, to the Administrative
Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording
of financing statements), which may be required by Applicable Law and which the Administrative Agent may, from time to time until such
time as the applicable Covenant Relief Collateral shall be released pursuant to the terms of this Agreement and the other Loan Documents,
reasonably require to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority
of the Liens created or intended to be created by the Collateral Documents in the Covenant Relief Collateral, all at the expense of the
Borrower; provided, however, that no Pledged Subsidiary shall be permitted to certificate its Equity Interests or make an election
under Article 8 of the UCC unless such certificates are promptly delivered to the Collateral Agent, together with an endorsement in blank.


 


(c)              
Upon the Covenant Relief Pledged Collateral Release Date, the Administrative Agent shall (i) promptly cause the Collateral
Agent to release all the Liens granted to the Collateral Agent pursuant to the requirements of this Section 8.16, the Covenant
Relief Pledge Agreement and the other Collateral Documents and (ii) (to the extent applicable) deliver (or cause the Collateral Agent
to deliver) to the Borrower, upon the Borrower’s request and at the Borrower’s expense, such documentation as may be reasonably
satisfactory to the Administrative Agent and the Collateral Agent and otherwise necessary or advisable to evidence the release of such
Collateral.


 


(d)               During
the Covenant Relief Pledged Collateral Period, the Borrower may request in writing that the Administrative Agent cause the
Collateral Agent to release, and upon receipt of such request the Administrative Agent shall promptly cause the Collateral Agent to
release, the Equity Interests in any Pledged Subsidiary from the Covenant Relief Pledge Agreement, so long as: (i)(A) such Pledged
Subsidiary that is a Non-Loan Party BB Property Subsidiary has ceased to, or simultaneously with such release will cease to, be a
Subsidiary or own or lease a Borrowing Base Property or be the direct or indirect owner of the Equity Interests in a Subsidiary that
owns or leases a Borrowing Base Property, (B) such Pledged Subsidiary has ceased to be, or simultaneously with such release will
cease to be, a Subsidiary Guarantor or Non-Loan Party BB Property Subsidiary or (C) the Equity Interests in such Pledged
Subsidiary meets, or will meet simultaneously with its release from the Covenant Relief Pledge Agreement, the definition of the term
 “Covenant Relief Excluded Pledged Collateral”; (ii) such Subsidiary Guarantor or Pledged Subsidiary is not
otherwise required to be a party to the Guaranty under Section 8.14 or have its Equity Interests pledged pursuant to the
Covenant Relief Pledge Agreement under Section 8.16; (iii) no Default or Event of Default shall then be in
existence or would occur as a result of such release; and (iv) the Administrative Agent shall have received such written
request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the
requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a
representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such
request and as of the date of the effectiveness of such request) are true and correct with respect to such request. The
Administrative Agent agrees to furnish (or cause the Collateral Agent to furnish) to the Borrower, promptly after the
Borrower’s request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document
evidencing the foregoing release as may be reasonably requested by the Borrower.


 






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Section 8.17      
Compliance with Anti-Corruption Laws and Sanctions.


 


The Borrower will maintain
in effect and enforce policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective
directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 


Article
IX. Information


 


For so long as this Agreement
is in effect, unless the Requisite Lenders (or, if required pursuant to Section 13.7, all of the Lenders) shall otherwise
consent in the manner provided for in Section 13.7, the Parent Guarantor and the Borrower shall furnish to the Administrative
Agent for distribution to each of the Lenders:


 


Section 9.1          
Quarterly Financial Statements.


 


Not later than five (5) days
following the Parent Guarantor’s filing of its Form 10-Q with the SEC for each of the first, second and third fiscal quarters of
the Parent Guarantor and in any event within forty-five (45) days after the closing of each such quarter, the unaudited consolidated balance
sheet of the Parent Guarantor and its Subsidiaries as at the end of such period and the related unaudited consolidated statements of operations,
stockholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries for such period, setting forth in each case in
comparative form the figures as of the end of and for the corresponding periods of the previous fiscal year, all of which shall be certified
by the chief financial officer or chief executive officer of the Parent Guarantor, in his or her opinion, to present fairly in all material
respects, in accordance with GAAP, the consolidated financial position of the Parent Guarantor and its Subsidiaries as at the date thereof
and the results of operations for such period (subject to normal year-end audit adjustments and the inclusion in the final year-end statements
of footnotes that were not contained in the quarterly financial statements).


 






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Section 9.2          
Year End Statements.


 


Not later than five (5)
days following the filing of the Parent Guarantor’s Form 10-K for each fiscal year of the Parent Guarantor and in any event
within ninety (90) days after the end of each fiscal year of the Parent Guarantor, commencing with the fiscal year ending
December 31, 2019, the audited consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at the end of such fiscal
year and the related audited consolidated statements of operations, stockholders’ equity and cash flows of the Parent
Guarantor and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the
previous fiscal year, all of which shall be certified by (a) the chief financial officer or chief executive officer of the
Parent Guarantor, in his or her opinion, to present fairly in all material respects, in accordance with GAAP, the financial position
of the Parent Guarantor and its Subsidiaries as at the date thereof and the result of operations for such period and
(b) PricewaterhouseCoopers LLP or any other independent certified public accountants of recognized national standing reasonably
acceptable to the Administrative Agent, whose certificate shall be unqualified.


 


Section 9.3          
Compliance Certificates.


 


(a)              
Commencing with the financial statements for the quarter ending December 31, 2019, at the time the financial statements
are furnished pursuant to the preceding Sections 9.1 and 9.2, a certificate substantially in the form of Exhibit H
(a “Compliance Certificate”) executed on behalf of the Parent Guarantor by the chief executive officer or chief financial
officer of the Parent Guarantor (a) setting forth as of the end of such quarterly accounting period or fiscal year, as the case may
be, the calculations required to establish whether the Borrower was in compliance with the covenants contained in Section 10.1
(provided, however, that during the Restriction Period, the Compliance Certificates required under this Section 9.3(a)
shall certify as to Borrower’s calculation of the financial tests contained in Section 10.1 (but not compliance therewith,
other than compliance with Section 10.1(d))); and (b) stating that, to the best of his or her knowledge, information
or belief, after due inquiry, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of
Default and its nature, when it occurred and the steps being taken by the Borrower with respect to such event, condition or failure. Notwithstanding
the foregoing, the Compliance Certificate for the first three quarterly test dates following the Covenant Relief Period Termination Date,
shall contain an informational schedule, prepared in good faith, setting forth its calculation of the Financial Covenants assuming that
such financial tests (and underlying definitions) were prepared on a trailing-four quarter basis.


 


(b)              
During the Restriction Period a certificate (in form and substance satisfactory to the Administrative Agent) executed on
behalf of the Parent Guarantor by the chief executive officer or chief financial officer of the Parent Guarantor and delivered within
ten (10) days following the end of each calendar month certifying as to and providing reasonably detailed evidence demonstrating
compliance with the financial covenant set forth in Section 10.1(d) in the form attached hereto as Exhibit K.


 


Section 9.4          
Other Information.


 


(a)              
Promptly upon receipt thereof, copies of all management reports, if any, submitted to the Parent Guarantor or its Board
of Trustees by its independent public accountants;


 


(b)               Within
five (5) Business Days of the filing thereof, copies of all registration statements (excluding the exhibits thereto and any
registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and all other
periodic reports relating to material business developments which any Loan Party or any other Subsidiary shall file with the SEC (or
any Governmental Authority substituted therefor) or any national securities exchange;


 






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(c)              
Promptly upon the mailing thereof to the shareholders of the Parent Guarantor generally, copies of all financial statements,
reports and proxy statements so mailed and promptly upon the issuance thereof copies of all press releases issued by the Parent Guarantor,
the Borrower, any Subsidiary or any other Loan Party;


 


(d)              
Concurrently with the delivery of the quarterly and annual financial statements provided for in Sections 9.1 and
9.2, financial information (i) for all Hotel Properties on a consolidated basis and (ii) for all Borrowing Base Properties on an
individual and consolidated basis, for the preceding calendar quarter (and for (x) each month in such quarter and (y) the period of four
(4) consecutive quarters ending with such quarter), in each case setting forth in summary form (and excluding any underlying calculations
used to determine any of the following) the amounts of the Gross Operating Revenues, Gross Operating Expenses, NOI, FF&E Reserves,
and Adjusted NOI, along with the average daily rate, occupancy levels and revenue per available room, certified as true, correct and complete
by a senior officer of the Borrower or Parent Guarantor.


 


(e)              
Promptly upon the delivery thereof to the holders of the Existing Unsecured FelCor Bonds, copies of all financial reports
prepared with respect to the FelCor Subsidiaries so delivered;


 


(f)               
No later than sixty (60) days after the beginning of each fiscal year of the Parent Guarantor, projected balance sheets,
operating statements, profit and loss projections, sources and uses of cash statement and statements of EBITDA and Funds From Operations,
for the Parent Guarantor and its Subsidiaries on a consolidated basis for such fiscal year, all itemized in reasonable detail in substantially
similar form to the projections delivered prior to the Agreement Date or in such other form as may be reasonably approved by the Administrative
Agent. The foregoing shall be accompanied by pro forma calculations, together with detailed assumptions, required to establish whether
or not the Parent Guarantor, and when appropriate its consolidated Subsidiaries (as applicable), will be in compliance with the covenants
contained in Section 10.1 at the end of each fiscal quarter of such fiscal year;


 


(g)              
No later than sixty (60) days after the beginning of each fiscal year of the Parent Guarantor, the annual operating budget
in summary form for each Borrowing Base Property;


 


(h)               If
and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any “reportable
event” (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of
such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of
any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC;
(ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of
ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or
appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard
under Section 412 of the Internal Revenue Code, a copy of such application; (v) gives notice of intent to terminate any
Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of
withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; (vii) incurs a cessation of operations
within the meaning of Section 4062(e) of ERISA with respect to a Plan; (viii) engages in a transaction that could be subject to
Section 4069 or Section 4212(c) of ERISA; or (ix) fails to make any payment or contribution to any Plan or Multiemployer Plan
or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could
result in the imposition of a Lien or the posting of a bond or other security; that, in the case of clauses (i) through (ix), could
reasonably be expected to (x) have a Material Adverse Effect or (y) result in an Event of Default pursuant to Section 11.1(j),
a certificate of the chief financial officer or controller of the Parent Guarantor setting forth details as to such occurrence and
action, if any, which the Parent Guarantor or applicable member of the ERISA Group is required or proposes to take;


 






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(i)                
To the extent any Loan Party or any other Subsidiary is aware of the same, prompt notice of the commencement of any proceeding
or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator
against or in any other way relating adversely to, or adversely affecting, the any Loan Party or any other Subsidiary of the Parent Guarantor
or the Borrower or any of their respective properties, assets or businesses which could reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect, and prompt notice of the receipt of notice that any United States income tax returns of any
Loan Party or any other Subsidiary are being audited;


 


(j)                
At the time of delivery of each Compliance Certificate (but without limitation of the provisions of Section 10.7),
a copy of any amendment to the articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents
of the Parent Guarantor or the Borrower that was effective on or before the last day of the prior fiscal quarter (unless previously delivered
to the Administrative Agent);


 


(k)              
Prompt notice of (i) any event or circumstance which has had, or could reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect (which shall, during the Restriction Period, exclude any event or circumstance resulting from
the COVID-19 pandemic to the extent that such event or circumstance has been disclosed in writing by the Borrower to the Administrative
Agent or publicly, or in the public domain) and (ii) any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy
or casualty that has a material effect on the operations of any Borrowing Base Property;


 


(l)                
Prompt notice upon any Responsible Officer of the Borrower or Parent Guarantor having knowledge of the occurrence of (i)
any Default or Event of Default or (ii) any event which constitutes or which with the passage of time, the giving of notice, or otherwise,
would constitute a default or event of default by any Loan Party or any other Subsidiary under any Material Contract to which any such
Person is a party or by which any such Person or any of its respective properties may be bound if the same has had or could be reasonably
expected to have a Material Adverse Effect;


 


(m)            
Prompt notice of any order, judgment or decree in excess of $5,000,000 having been entered against any Loan Party or other
Subsidiary or any of their properties or assets;


 






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(n)              
 Any notification of a violation of any law or regulation or any inquiry shall have been received by any Loan Party or any
other Subsidiary from any Governmental Authority, in each case, that could reasonably be expected to have a Material Adverse Effect;


 


(o)              
Promptly upon the request of the Administrative Agent, evidence of the Borrower’s calculation of the Ownership Share
with respect to a Subsidiary or an Unconsolidated Affiliate, such evidence to be in form and detail reasonably satisfactory to the Administrative
Agent;


 


(p)              
From and after the Investment Grade Pricing Effective Date, promptly, upon any change in the Parent Guarantor’s or
the Borrower’s Credit Rating, a certificate stating that such Credit Rating has changed and the new Credit Rating that is in effect;


 


(q)              
Promptly, upon each request, information identifying the Parent Guarantor and the Borrower as a Lender may request in order
to comply with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation,
the Patriot Act and the Beneficial Ownership Regulation;


 


(r)               
Promptly, and in any event within three (3) Business Days after a Responsible Officer of the Borrower obtains knowledge
thereof, written notice of the occurrence of any of the following: (i) the Parent Guarantor, the Borrower, any Loan Party or any
other Subsidiary shall receive notice that any violation of or noncompliance with any Environmental Law has or may have been committed
or is threatened; (ii) the Parent Guarantor, the Borrower, any Loan Party or any other Subsidiary shall receive notice that any administrative
or judicial complaint, order or petition has been filed or other proceeding has been initiated, or is about to be filed or initiated against
any such Person alleging any violation of or noncompliance with any Environmental Law or requiring any such Person to take any action
in connection with the release or threatened release of Hazardous Materials; (iii) the Parent Guarantor, the Borrower, any Loan Party
or any other Subsidiary shall receive any notice from a Governmental Authority or private party alleging that any such Person may be liable
or responsible for any costs associated with a response to, or remediation or cleanup of, a release or threatened release of Hazardous
Materials or any damages caused thereby; or (iv) the Parent Guarantor, the Borrower, any Loan Party or any other Subsidiary shall
receive notice of any other fact, circumstance or condition that could reasonably be expected to form the basis of an environmental claim,
except in the case of each of clauses (i), (ii), (iii) and (iv), where such notice(s), whether individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect;


 


(s)               
Promptly upon the request of the Administrative
Agent, the Derivatives Termination Value in respect of any Specified Derivatives Contract from time to time outstanding; and


 


(t)                 (i)
From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information
regarding any Property or the business, assets, liabilities, financial condition, results of operations or business prospects of the
Parent Guarantor, the Borrower, any other Loan Party or any other Subsidiary as the Administrative Agent or any Lender may
reasonably request (subject to limitations, if any, imposed under confidentiality requirements and agreements to which the Parent
Guarantor or one of its Subsidiaries is subject), and (ii) no later than the date on which a Compliance Certificate is required to
be delivered pursuant to Section 9.3, notice of any change in the information provided in any Beneficial Ownership
Certification delivered to such Lender during the fiscal period covered by such Compliance Certificate that would result in a change
to the list of beneficial owners identified in parts (c) or (d) of such Beneficial Ownership Certification.


 






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Section 9.5          
Electronic Delivery of Certain Information.


 


(a)         
Documents required to be delivered pursuant to the Loan Documents shall be delivered by electronic communication and delivery,
including, the Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial,
third-party website such as www.Edgar.com <http://www.Edgar.com> or a website sponsored or hosted by the Administrative Agent or
the Borrower) provided that (A) the foregoing shall not apply to notices to any Lender pursuant to Article II and (B) such
Lender has not notified the Administrative Agent and the Borrower that it cannot or does not want to receive electronic communications.
The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic
delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically
shall be deemed to have been delivered on the date on which the Administrative Agent or Borrower posts such documents or the documents
become available on a commercial website and the Borrower notifies the Administrative Agent of said posting and provides a link thereto
provided if such notice or other communication is not sent or posted during the normal business hours, said posting date and time shall
be deemed to have commenced as of 9:00 a.m. on the opening of business on the next Business Day. Notwithstanding anything contained
herein, in every instance the Borrower shall be required to provide paper copies of the certificate required by Section 9.3
to the Administrative Agent. Except for the certificates required by Section 9.3, the Administrative Agent shall have no obligation
to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility
to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting delivery
to it of paper copies and maintaining its paper or electronic documents.


 


(b)         
Documents required to be delivered pursuant to Article II may be delivered electronically to a website provided for
such purpose by the Administrative Agent pursuant to the procedures provided to the Borrower by the Administrative Agent.


 


Section 9.6          
Public/Private Information.


 


The Borrower shall
cooperate with the Administrative Agent in connection with the publication of certain materials and/or information provided by or on
behalf of the Borrower. Upon the request of the Administrative Agent, the Borrower shall designate documents delivered by or on
behalf of the Borrower to the Administrative Agent pursuant to the Loan Documents (collectively, “Information
Materials”) as containing only information  that is either available to the public or not material with respect to the
Borrower and its Subsidiaries or any of their respective securities for purposes of United States federal and state securities laws,
as “Public Information”. Notwithstanding the foregoing, each “public-side” Lender (i.e., any Lender that
does not wish to receive material non-public information with respect to the Parent Guarantor or its securities) shall designate to
the Administrative Agent one or more persons who are entitled to receive and view Information Materials containing material
non-public information to the same extent as Lenders that are not “public-side” Lenders.


 






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Section 9.7          
Patriot Act Notice; Compliance.


 


The Patriot Act and federal
regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information that identifies
individuals or business entities which open an “account” with such financial institution. Consequently, a Lender (for itself
and/or as agent for all Lenders hereunder) may from time to time request, and the Borrower shall, and shall cause the other Loan Parties,
to provide, promptly upon any such request, to such Lender, such Loan Party’s name, address, tax identification number and/or such
other identification information as shall be necessary for such Lender to comply with federal law. An “account” for this purpose
may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan
or other extension of credit, and/or other financial services product.


 


Article
X. Negative Covenants


 


For so long as this Agreement
is in effect, unless the Requisite Lenders (or, if required pursuant to Section 13.7, all of the Lenders) shall otherwise
consent in the manner provided for in Section 13.7, the Parent Guarantor and the Borrower shall comply with the following
covenants (provided, however, that (i) the Parent Guarantor and the Borrower shall not be required to comply with the Financial Covenants
during the Covenant Relief Period, and (ii) during the Restriction Period, the Parent Guarantor and the Borrower shall be subject
to the additional restrictions set forth in Section 10.12, notwithstanding anything to the contrary in any other Section of this Article X):


 


Section 10.1      
Financial Covenants.


 


(a)              
Leverage Ratio. The Parent Guarantor and the Borrower shall not permit the Leverage Ratio to exceed (i) from and
after the Covenant Relief Period Termination Date but prior to the Leverage Relief Period Termination Date, the ratio set forth beside
the applicable test date in the table below, and (ii) from and after the Leverage Relief Period Termination Date, 7.00 to 1.00.


 


	Leverage Relief Period Test Date	Ratio
	In respect of the test date occurring as of the end of the earlier of (i) the fiscal quarter of the Parent Guarantor ending on March 31June 30, 2022 and (ii) the first fiscal quarter of the Parent Guarantor following the Covenant Relief Period Termination Date	8.50 to 1.00
	In respect of the test date occurring as of the end of the earlier of (i) the fiscal quarter of the Parent Guarantor ending on JuneSeptember 30, 2022 and (ii) the second fiscal quarter of the Parent Guarantor following the Covenant Relief Period Termination Date	8.50 to 1.00



 






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	Leverage Relief Period Test Date	Ratio
	In respect of the test date occurring as of the end of the earlier of (i) the fiscal quarter of the Parent Guarantor ending on September 30December 31, 2022 and (ii) the third fiscal quarter of the Parent Guarantor following the Covenant Relief Period Termination Date	8.00 to 1.00
	In respect of the test date occurring as of the end of the earlier of (i) the fiscal quarter of the Parent Guarantor ending on DecemberMarch 31, 20222023 and (ii) the fourth fiscal quarter of the Parent Guarantor following the Covenant Relief Period Termination Date	8.00 to 1.00
	In respect of the test date occurring as of the end of the earlier of (i) the fiscal quarter of the Parent Guarantor ending on March 31June 30, 2023 and (ii) the fifth fiscal quarter of the Parent Guarantor following the Covenant Relief Period Termination Date	7.50 to 1.00


 


(b)              
Ratio of Adjusted EBITDA to Fixed Charges. The Parent Guarantor and the Borrower shall not permit the ratio of Adjusted
EBITDA of the Parent Guarantor and its Subsidiaries on a consolidated basis for any period of four (4) fiscal quarters to Fixed Charges
of the Parent Guarantor and its Subsidiaries on a consolidated basis for such period to be less than 1.50 to 1.00.


 


(c)              
Ratio of Secured Indebtedness to Total Asset Value. The Parent Guarantor and the Borrower shall not permit the ratio
of (i) the sum of (A) Secured Indebtedness of the Parent Guarantor and its Subsidiaries on a consolidated basis plus (B) Unsecured
Indebtedness of the Excluded FelCor Subsidiaries to (ii) Total Asset Value to exceed 45.0%.


 


(d)              
Minimum Liquidity. At all times during the Leverage Relief Period, but tested as of the end of each calendar month,
the sum of (i) all unrestricted cash and Cash Equivalents held by the Borrower and its Subsidiaries (other than the Excluded FelCor Subsidiaries)
as of such date plus (ii) the aggregate unused and available Revolving Credit Commitments (to the extent available to be drawn at the
date of determination) shall not be less than One Hundred Twenty-FiveFifty
Million Dollars ($125,000,000150,000,000).


 






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(e)               Maximum
Unencumbered Leverage Ratio. The Parent Guarantor and the Borrower shall not permit the Unencumbered Leverage Ratio to exceed 60.0%the
percentage set forth beside the applicable test date in the below table; provided, however, that,
for any test date on which the maximum permitted Unencumbered Leverage Ratio is 60.0%, the Parent Guarantor and the
Borrower shall have the option, upon delivering written notice to the Administrative Agent, concurrently with or prior to the
delivery of a Compliance Certificate for any applicable four-quarter fiscal period pursuant to Section 9.3 and provided that
no Default exists (other than as a result of the Unencumbered Leverage Ratio as of the end of the last fiscal quarter for such
fiscal period being greater than 60.0% but less than or equal to 65.0%), to increase the maximum Unencumbered Leverage Ratio to
65.0% for a period (such period, the “Unencumbered Leverage Ratio Increase Period”) of up to two (2) consecutive
fiscal quarters commencing with the fiscal quarter in which the Borrower completes a Material Acquisition which results in the
Unencumbered Leverage Ratio exceeding 60.0% during such fiscal quarter and for the subsequent consecutive fiscal quarter; provided
that (i) the Borrower may not elect more than three (3) Unencumbered Leverage Ratio Increase Periods during the term of this
Agreement and (ii) any such Unencumbered Leverage Ratio Increase Periods shall be non-consecutive. :


 


	Test Date	Percentage
	In respect of any other test date prior to the fiscal quarter of the Parent Guarantor ending on March 31, 2020	60.0%
	In respect of the fiscal quarter of the Parent Guarantor ending on March 31, 2020	60.0%
	In respect of the test date occurring as of the end of the earlier of (i) the fiscal quarter of the Parent Guarantor ending on June 30, 2022 and (ii) the first fiscal quarter of the Parent Guarantor date following the Covenant Relief Period Termination Date	65.0%
	In respect of the test date occurring as of the end of the earlier of (i) the fiscal quarter of the Parent Guarantor ending on September 30, 2022 and (ii) the second fiscal quarter of the Parent Guarantor following the Covenant Relief Period Termination Date  	65.0%
	For each of the test dates occurring as of the end of the fiscal quarter of the Parent Guarantor thereafter 	60.0%


 


(e)
For the avoidance of doubt, Unencumbered Asset Value does not include any value attributable to properties held by the
Excluded FelCor Subsidiaries.


 


(f)               
Ratio of Unencumbered Adjusted NOI to Unsecured Interest Expense. The Parent Guarantor and the Borrower shall not
permit the ratio of (i) Unencumbered Adjusted NOI for any period of four (4) fiscal quarters to (ii) Unsecured Interest Expense
of the Parent Guarantor and its Subsidiaries (other than the Excluded FelCor Subsidiaries) on a consolidated basis for such period to
be less than the ratio set forth beside the applicable test date in the below table:


 


	Test Date	Ratio
	In respect of any other test date prior to the fiscal quarter of the Parent Guarantor ending on March 31, 2020	2.00 to 1.00
	In respect of the fiscal quarter of the Parent Guarantor ending on March 31, 2020	1.50 to 1.00
	In respect of the test date occurring as of the end of the earlier of (i) the fiscal quarter of the Parent Guarantor ending on March 31, 2022 and (ii) the first fiscal quarter of the Parent Guarantor following the Covenant Relief Period Termination Date	1.65 to 1.00
	In respect of the test date occurring as of the end of the earlier of (i) the fiscal quarter of the Parent Guarantor ending on June 30, 2022 and (ii) the secondfirst fiscal quarter of the Parent Guarantor date following the Covenant Relief Period Termination Date	1.651.50 to 1.00



 






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	Test Date	Ratio
	In respect of the test date occurring as of the end of the earlier of (i) the fiscal quarter of the Parent Guarantor ending on September 30, 2022 and (ii) the thirdsecond fiscal quarter of the Parent Guarantor following the Covenant Relief Period Termination Date	1.65 to 1.00
	In respect of the test date occurring as of the end of the earlier of (i) the fiscal quarter of the Parent Guarantor ending on December 31, 2022 and (ii) the fourth fiscal quarter of the Parent Guarantor following the Covenant Relief Period Termination Date	2.00 to 1.00
	For each of the test dates occurring as of the end of the fiscal quarter of the Parent Guarantor thereafter 	2.00 to 1.00


 


For the avoidance of doubt, Unencumbered Adjusted
NOI does not include any income attributable to properties held by the Excluded FelCor Subsidiaries.


 


(g)              
[Reserved].


 


(h)              
Dividend Payout/Distribution. Subject to the proviso at the end of this sentence and Section 10.12(c)
below, if an Event of Default exists, the Borrower may not make any Restricted Payments other than the payment of cash dividends or distributions
to the Parent Guarantor and other holders of partnership interests in the Borrower with respect to any fiscal year ending during the term
of this Agreement to the extent necessary for the Parent Guarantor to distribute, and the Parent Guarantor may so distribute, cash dividends
and distributions to its shareholders in an aggregate amount not to exceed the greater of (x) the amount reasonably estimated to be required
for the Parent Guarantor to maintain its status as a real estate investment trust under Sections 856 through 860 of the Internal Revenue
Code, or (y) the amount reasonably estimated to be necessary to avoid income or excise tax under the Internal Revenue Code (provided,
however, there shall not be any implied requirement that the Borrower utilize the dividend deferral options in Section 857(b)(9)
or Section 858(a) of the Internal Revenue Code); provided that if an Event of Default with respect to Section 11.1(a), (e)
or (f) exists, or if the Obligations have been accelerated, the Parent Guarantor and the Borrower may not make any Restricted Payments.
Subsidiaries (other than the Borrower) may make Restricted Payments to the Borrower, the Guarantors and Non-Loan Party BB Property Subsidiaries
at any time and Subsidiaries that are not Loan Parties or
Non-Loan Party BB Property Subsidiaries may make
Restricted Payments to any other Subsidiaries.


 


(i)                 Testing
of Financial Covenants. Subject to the lead in to this Article X, the financial covenants set forth in this Section 10.1
shall apply at all times but, unless otherwise expressly required pursuant to this Agreement and the other Loan Documents, the
Parent Guarantor and the Borrower shall in any event only be obligated to report its compliance therewith at the end of each fiscal
quarter or fiscal year, as applicable, as provided in Section 9.3.


 






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Section 10.2      
Restrictions on Liens, Negative Pledges, Investments and Indebtedness.


 


(a)       
The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any Subsidiary of any Loan
Party to, (i) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property or any direct or indirect
ownership interest of the Borrower in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted
Liens, or (ii) permit any Borrowing Base Property or any direct or indirect ownership interest of the Borrower or in any Person owning
a Borrowing Base Property, to be subject to a Negative Pledge.


 


(b)       
At any time after the Restriction Period, the Parent Guarantor and the Borrower shall not, and shall not permit any other
Loan Party or any other Subsidiary of any Loan Party (other than the Excluded FelCor Subsidiaries) to, make an Investment in any Excluded
FelCor Subsidiary, unless the Borrower and its Subsidiaries are in compliance with the financial covenants set forth in Section 10.1
on a pro forma basis after giving effect to such Investment.


 


(c)      
The Parent Guarantor and the Borrower shall not permit any Excluded FelCor Subsidiary to create, incur, assume or permit
to exist Borrowed Money Recourse Debt other than (i) the Existing Unsecured FelCor Bonds (but not
any extensions, renewals, refinancings or replacements, including
any Permitted Refinancing Indebtedness in respect thereof), (ii) existing
construction loans (but not any extensions, renewals, refinancings or replacements thereof where the resulting Indebtedness constitutes
Borrowed Money Recourse Debt) and (iii) guarantees of the foregoing clauses (i) and (ii).


 


Section 10.3      
Restrictions on Intercompany Transfers.


 


The Parent Guarantor and
the Borrower shall not, and shall not permit any other Loan Party or any Non-Loan Party BB Property Subsidiary to, create or
otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any
Subsidiary (other than an Excluded Subsidiary) to: (a) pay dividends or make any other distribution on any of such
Subsidiary’s capital stock or other equity interests owned by the Borrower or any other Subsidiary; (b) pay any
Indebtedness owed to the Parent Guarantor, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent
Guarantor, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent Guarantor, the
Borrower or any other Subsidiary; other than (i) with respect to clauses (a) – (d) those encumbrances or
restrictions (A) contained in any Loan Document, (B) contained in any agreements relating to the sale of a Subsidiary (other than
the Borrower) or the assets of such Subsidiary pending such sale, or relating to Indebtedness secured by a Lien on assets that the
Borrower or such Subsidiary may create, incur, assume, or permit or suffer to exist under Section 10.2(a)(i), provided
that in any such case the encumbrances and restrictions apply only to the Subsidiary or the assets that are the subject of such sale
or Lien, as the case may be, (C) contained in the organizational documents or other agreements binding on or applicable to any
Excluded Subsidiary or any Subsidiary that is not a Wholly-Owned Subsidiary (but only to the extent such encumbrance or restriction
covers any Equity Interest in such Subsidiary or the property or assets of such Subsidiary), (D) imposed by Applicable Law,
(E) contained in an agreement that governs an Investment in an Unconsolidated Affiliate (but only to the extent such
encumbrance or restriction applies to any Equity Interest in such Unconsolidated Affiliate), (F) those encumbrances or
restrictions contained in any agreement that evidences Unsecured Indebtedness containing encumbrances or restrictions on the actions
described above that are substantially similar to, or, taken as a whole, not more restrictive than, those contained in the Loan
Documents (as determined in good faith by the Parent Guarantor and the Borrower) (including, without limitation, the Revolving
Credit Agreement and the Capital One Term Loan Agreement), (G) Permitted Transfer Restrictions or (H) contained in any
Transferred Mortgage, and (ii) with respect to clause (d), customary provisions restricting assignment of any agreement
entered into by the Parent Guarantor, the Borrower, any other Loan Party or any of their Subsidiaries in the ordinary course of
business.


 






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Section 10.4      
Merger, Consolidation, Sales of Assets and Other Arrangements.


 


The Parent Guarantor and the
Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, (a) enter into any transaction of merger or
consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (c) convey, sell, lease,
sublease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business
or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided,
however, that:


 


(i)        
any Subsidiary (other than the Borrower) may merge (A) with any other Subsidiary so long as in the case of any such merger
involving a Loan Party, after giving effect to such merger, the Borrower is in compliance with the requirements of Section 8.14
and (B) with the Borrower or the Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, is the surviving entity;
provided that, no Subsidiary other than an Excluded FelCor Subsidiary shall merge (other than to consummate the FelCor Acquisition)
with an Excluded FelCor Subsidiary if the surviving entity remains or becomes an Excluded FelCor Subsidiary after giving effect to such
merger;


 


(ii)      
(A) any Subsidiary (other than the Borrower) may sell, transfer or dispose of its assets to a Loan Party or a Non-Loan Party
BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer
or dispose of its assets to any other Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary; provided
that, no Subsidiary other than an Excluded FelCor Subsidiary shall sell, transfer or dispose of assets to an Excluded FelCor Subsidiary
other than Investments permitted by Section 10.2(b);


 


(iii)       a
Loan Party (other than the Parent Guarantor, the Borrower, any Loan Party or any Non-Loan Party BB Property Subsidiary which
directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereof) and
any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property
Subsidiary may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any
substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries in a manner
otherwise permitted by this Section 10.4, and immediately thereafter liquidate, provided that immediately prior to any
such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default
or Event of Default is or would be in existence;


 






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(iv)     
any Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating
assets or conduct any business may liquidate, wind-up or dissolve itself;


 


(v)       
any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure)
any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation), provided that
(A) the same would not result in a Default or Event of Default, (B) a Borrowing Base Property may not be sold, transferred or otherwise
disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool is permitted under
Section 4.3, (C) in the case of any such acquisition pursuant to a merger or consolidation involving the Borrower, any Loan Party
or a Non-Loan Party BB Property Subsidiary, after giving effect to such merger or consolidation, the Borrower, such Loan Party or such
Non-Loan Party BB Property Subsidiary is the surviving entity; provided that no Subsidiary other than an Excluded FelCor Subsidiary
shall merge (other than to consummate the FelCor Acquisition) with an Excluded FelCor Subsidiary if the surviving entity remains or becomes
an Excluded FelCor Subsidiary after giving effect to such merger, and (D) no Loan Party or other Subsidiary other than an Excluded FelCor
Subsidiary may sell, transfer or dispose of assets to an Excluded FelCor Subsidiary (and no Excluded FelCor Subsidiary shall acquire any
such assets) other than Investments permitted by Section 10.2(b); and


 


(vi)     
the Loan Parties and the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor
or sublessor (as the case may be), in the ordinary course of their business.


 


Section 10.5      
Plans.


 


The Parent Guarantor and the
Borrower shall not, and shall not permit any Subsidiary to, permit any of its respective assets to become or be deemed to be “plan
assets” within the meaning of 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA.


 


Section 10.6      
Fiscal Year.


 


The Parent Guarantor and the
Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, change its fiscal year from that in effect as of
the Agreement Date.


 


Section 10.7      
Modifications of Organizational Documents.


 


The Parent Guarantor and
the Borrower shall not, and shall not permit any other Loan Party or any Non-Loan Party BB Property Subsidiary to, amend,
supplement, restate or otherwise modify its articles of incorporation, declaration of trust, partnership agreement, certificate of
formation, operating agreement, by-laws or other organizational documents without the prior written consent of the Administrative
Agent if such amendment, supplement, restatement or other modification (i) is adverse to the interests of the Administrative
Agent or the Lenders in any material respect or (ii) could reasonably be expected to have a Material Adverse Effect.


 






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Section 10.8      
Transactions with Affiliates.


 


The Parent Guarantor and
the Borrower shall not permit to exist or enter into, and shall not permit any Loan Party or other Subsidiary to permit to exist or
enter into, any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with
any Affiliate of any Loan Party or any Subsidiary (other than the Parent Guarantor, the Borrower, any other Loan Party or any
Subsidiary), except (a) Restricted Payments permitted under Section 10.12(c), (b) Restricted Payments
permitted under Section 10.1(h) or
10.12(c), (c) transactions constituting Investments by the Parent Guarantor or any
Subsidiary in any Unconsolidated Affiliate that are not otherwise prohibited under the Loan Documents, or (d) transactions upon fair
and reasonable terms which are no less favorable to the Borrower, such Subsidiary, or any Loan Party than would be obtained in a
comparable arm’s length transaction with a Person that is not an Affiliate.


 


Section 10.9      
Environmental Matters.


 


The Parent Guarantor and the
Borrower shall not, and shall not permit any other Loan Party or other Subsidiary or any other Person to, use, generate, discharge, emit,
manufacture, handle, process, store, release, transport, remove, dispose of or clean up any Hazardous Materials on, under or from the
Properties in violation of any Environmental Law or in a manner that could reasonably be expected to lead to any environmental claim or
pose a risk to human health, safety or the environment, to the extent that any of the foregoing could reasonably be expected to have a
Material Adverse Effect.  Nothing in this Section shall impose any obligation or liability whatsoever on the Administrative Agent
or any Lender.


 


Section 10.10  
Derivatives Contracts.


 


The Parent Guarantor and the
Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to enter into or become obligated in respect of, Derivatives
Contracts, other than Derivatives Contracts entered into by the Parent Guarantor, the Borrower, any other Loan Party or other Subsidiary
in the ordinary course of business and which establish an effective hedge in respect of liabilities, commitments or assets held or reasonably
anticipated by the Parent Guarantor, the Borrower, any other Loan Party or other Subsidiary. For
clarity, capped call derivatives entered into in connection with Permitted 2021 HY Debt shall be permitted pursuant to this Section 10.10.


 


Section 10.11  
Use of Proceeds.


 


The Borrower shall not use,
and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds
of any Loan (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else
of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities,
business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the
violation of any Sanctions applicable to any party hereto.


 






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Section 10.12  
Additional Covenants during Restriction Period.


 


During the Restriction Period,
the Parent Guarantor, the Borrower, and their respective Subsidiaries shall be prohibited from doing any of the following without the
prior written consent of Requisite Lenders:


 


(a)      
Indebtedness. The Parent Guarantor, the Borrower, and its Subsidiaries shall not incur (x) additional Borrowed Money Recourse
Debt, (y) any Indebtedness secured by a direct or indirect interest in a Borrowing Base Property, or (z) guaranty any Indebtedness of
any Person, other than:


 


(i)        
Indebtedness incurred pursuant to this Agreement, ;


 


(ii)      
Pari Passu Debt existing on the Amendment No. 8 Effective Date and any Indebtedness incurred under the “accordion feature”
pursuant to Section 2.16 of the Capital One Term Loan Agreement, any Indebtedness incurred under the “accordion feature”
pursuant to Section 2.16 of the Revolving Credit Agreement and borrowings under the Revolving Credit Facility,;


 


(iii)      
the Existing Unsecured FelCor Bonds, ;


 


(iv)      
purchase money Indebtedness and Capitalized Lease Obligations incurred in the ordinary course of business which do not exceed,
in the aggregate at any time outstanding, one percent (1%) of the Revised Unencumbered Asset Value, ;


 


(v)       
Indebtedness incurred pursuant to any Excluded Stimulus Transaction,;


 


(vi)     
intercompany Indebtedness and guaranties of Indebtedness otherwise permitted hereunder, in each case, to the extent constituting
Permitted Investments, ;


 


(vii)     
asset level construction loans existing on the Amendment No. 8 Effective Date,;


 


(viii)    
other Borrowed Money Recourse Debt in respect of money borrowed which (A) is Unsecured Indebtedness,
and (B) has no scheduled amortization or maturity prior to the 6-month
anniversary of any Tranche A-2 Term Loanthe
Maturity Date (as defined in the Revolving Credit Agreement), and (C) does not result in a default, event
of default, or the breach of any incurrence test, under any other Indebtedness of the Parent Guarantor, the Borrower or its Subsidiaries,
provided no Default or Event of Default exists at the time of incurrence or would result therefrom, and provided,
further, that the Net Proceeds of such Borrowed Money Recourse Debt incurred pursuant to this clause (viii) are, to the extent
required under Section 2.8(b)(iv), used to prepay outstanding amounts under the Loans and the Pari Passu Bank
Debt, or applied to Qualifying Earlier Maturity Indebtedness, in each case in accordance with Section 2.8(b)(iv)(D),;


 


(ix)       
Permitted Refinancing Indebtedness; provided that the Net Proceeds of such Permitted Refinancing Indebtedness incurred
pursuant to this clause (ix) are, either
(x) to the extent required under Section 2.8(b)(iv), used to prepay outstanding amounts under the Loans and the
Pari Passu Bank Debt,
or applied to Qualified Earlier Maturity Indebtedness, in each case in accordance with Section 2.8(b)(iv)(D) or
(y) used to fully prepay all of the Existing Unsecured FelCor Bonds in accordance with Section 10.12(e) below; and


 






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(x)       
Indebtedness constituting customary “bad boy” Guarantees in respect of any Non-Recourse Indebtedness incurred by Subsidiaries
and Unconsolidated Affiliates and not otherwise prohibited by this Agreement,;


 


(xi)      
Up to $925,000,000, in the aggregate, of convertible senior notes (together with
any capped call derivatives in connection therewith) or high yield senior notes (the “Permitted 2021 HY Debt”) which,
in each case (A) is Unsecured Indebtedness and (B) has no scheduled amortization or maturity prior to the 6-month anniversary of the Maturity
Date, provided no Default or Event of Default exists at the time of incurrence or would result therefrom, and provided, further, that
the Net Proceeds of such Permitted 2021 HY Debt incurred pursuant to this clause (xi) are, to the extent required under Section 2.8(b)(iv),
used to prepay outstanding amounts under the Facilities and the Pari Passu Bank Debt, or applied to Qualifying Earlier Maturity Indebtedness,
in each case in accordance with Section 2.8(b)(iv)(D); and 


 


(xii)     
(A) Unsecured Indebtedness, including convertible senior notes (together with any
capped call derivatives in connection therewith) incurred by the Parent Guarantor or the Borrower or (B) Pari Passu Debt, which, in each
case, has no scheduled amortization or maturity prior to the 6-month anniversary of the Maturity Date; provided no Default or Event of
Default exists at the time of incurrence or would result therefrom, and provided, further, that such Indebtedness shall be applied to
fully prepay all of the Existing Unsecured FelCor Bonds in accordance with Section 10.12(e) below (“Permitted FelCor Parent Refinancing
Indebtedness”).


 


(b)      
Investments, Acquisitions. The Parent Guarantor, the Borrower, and their respective Subsidiaries Indebtedness
shall not make any Investments or acquire any Properties, other than (collectively, “Permitted Investments”):


 


(i)        
Permitted Capital Expenditures, ;


 


(ii)       
Investments in Loan Parties, ;


 


(iii)      
Investments in Subsidiaries which are not Loan Parties to the extent required in order to fund operating deficits of such Subsidiaries
(including any debt service or guarantees of any Indebtedness of such Subsidiaries existing on the Amendment No. 8 Effective Date) and
are not otherwise prohibited under this Agreement,;


 


(iv)      
Investments by Subsidiaries which are not Loan Parties in other Subsidiaries which are not Loan Parties,
;


 


(v)       
Investments in Unconsolidated Affiliates that are required to be made pursuant to such entities’ organizational documents
and are not otherwise prohibited under this Agreement,;


 






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(vi)     
 Investments constituting the Acquisition of any Eligible Property acquired in an exchange or swap of real property assets in a
transaction covered by Section 1031 of the Internal Revenue Code so long as (x) the Subsidiary acquiring such Eligible Property becomes
a Subsidiary Guarantor, and (y) such Investments do not, in the aggregate during the Restriction Period, exceed $75,000,000,
;


 


(vii)     
Acquisitions of Eligible Properties which are added as Borrowing Base Properties (and the Subsidiary that
owns or ground leases such Properties are added as Subsidiary Guarantors) or Investments in Borrowing Base Properties or Subsidiary
Guarantors or Non-Loan Party BB Subsidiaries that own or ground lease such Borrowing Base Properties to the extent the consideration therefor
(x) is funded with Exempt Equity Proceeds or (yCapital
Event Proceeds, (y) is funded from Net Proceeds for purposes of exercising the reinvestment rights set forth in Section 2.8(b)(iv)(C)(ii)
or (z) is Equity Interests of the Parent Guarantor or the Borrower (in each case, together with any additional consideration
in respect of such Investment or Acquisition that is funded with amounts permitted under Section 10.12(b)(x)),
;


 


(viii)    
[intentionally omitted]Investments
in (x) any Excluded FelCor Subsidiary in connection with the repayment in full of the Existing Unsecured FelCor Bonds in accordance with
Section 10.12(e) with the proceeds of Permitted FelCor Parent Refinancing Indebtedness or an Equity Issuance and (y) any Subsidiary obligated
in respect of the 2022 CMBS Secured Indebtedness in connection with any repayment of 2022 CMBS Secured Indebtedness pursuant to Section
2.06(b)(iv) or with Exempt Capital Event Proceeds;


 


(ix)      
additional Investments in Unconsolidated Affiliates and Subsidiaries which are not Loan Parties in an aggregate amount not to exceed
$25,000,000 during the Restriction Period, ;


 


(x)        
additional Acquisitions and Investments in an aggregate amount during the Restriction Period not to exceed:


 


(A)        
 (x) if the Outstanding Amount of Revolving Credit Loans (as each is defined
in the Revolving Credit Agreement) is greater than $0 but does not exceed $200,000,000 immediately after giving effect to such Acquisition
or Investment, $100,000,000 so long as 150,000,000;
and


 


(B)          
if the Outstanding Amount of Revolving Credit Loans is equal to $0 immediately after
giving effect to such Acquisition or Investment, $300,000,000;


 


(x)        provided
that any such Acquisitions or Investments, in the case of this clause (x), are limited to (1) Acquisitions
of Eligible Properties which are added as Borrowing Base Properties (and the Subsidiary that owns
or ground leases such Properties are added as Guarantors) orin
accordance with Section 4.1, (2) Investments in Borrowing Base Properties or Subsidiary Guarantors or Non-Loan Party BB
Subsidiaries that own or ground lease such Borrowing Base Properties, or (y) if the Outstanding
Amount of Revolving Credit Loans (as each is defined in the Revolving Credit Agreement) is equal to $0 immediately after giving
effect to such Acquisition or Investment, $200,000,000, and3)
Acquisition of Properties where the underlying property is subject to existing Non-Recourse Indebtedness which is assumed by the
acquiring Subsidiary; provided, further, that for purposes of the determining compliance with the amount limitations set forth in
this clause (x), the principal amount of any assumed Non-Recourse Indebtedness shall be excluded; and


 






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(xi)       
additional Acquisitions and Investments to the extent the consideration therefor is funded solely from Excluded FelCor Net Proceeds.


 


(c)       
Restricted Payments. The Parent Guarantor, the Borrower and their respective Subsidiaries shall not make any Restricted
Payments, other than so long as no Event of Default with respect to Section 11.1(a), (e) or (f) exists and the
Obligations have not been accelerated:


 


(i)         
 the payment of cash dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower
with respect to any fiscal year ending during the Restriction Period to the extent necessary for the Parent Guarantor to distribute, and
the Parent Guarantor may so distribute, cash dividends and distributions to its shareholders in an aggregate amount not to exceed the
greater of (x) the amount reasonably estimated to be required for the Parent Guarantor to maintain its status as a real estate investment
trust under Sections 856 through 860 of the Internal Revenue Code and (y) the amount reasonably estimated to be necessary to avoid income
or excise tax under the Internal Revenue Code (provided, however, there shall not be any implied requirement that the Borrower utilize
the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Internal Revenue Code),;


 


(ii)       
repurchases, retirement or other acquisitions of Equity Interests in the Parent Guarantor, the Borrower or any Subsidiary pursuant
to, or in connection with, any equity incentive plan and other equity-based employee compensation plans entered into in the ordinary course
of business, ;


 


(iii)      
cash distributions to the Parent Guarantor in an amount sufficient to pay costs and expenses of the Parent Guarantor in connection
with the maintenance of its legal existence and other activities in connection with the ownership of its assets and liabilities not prohibited
by the terms of this Agreement, ;


 


(iv)     
dividends or distributions to the Parent Guarantor and other holders of partnership interests in the Borrower to allow the Parent
Guarantor to distribute, and the Parent Guarantor may so distribute, (x) a quarterly cash dividend of $0.01 per common share of beneficial
interest of the Parent Guarantor and (y) a quarterly cash dividend of $0.4875 per share of the Parent Guarantor’s $1.95 Series A
Cumulative Convertible Preferred Shares, ;


 


(v)       Loan
Parties may make Restricted Payments to other Loan Parties at any time and, in the case of any Loan Party that is not a Wholly-Owned
Subsidiary, to any holder of its Equity Interests ratably in accordance with the interest held by such Person or otherwise as may be
required pursuant to the organizational documents of such Loan Party,; and


 






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(vi)      
Subsidiaries that are not Loan Parties may make Restricted Payments to any other Subsidiary, to any Loan Party and in the case
of any Subsidiary that is not a Wholly-Owned Subsidiary, to any holder of its Equity Interests ratably in accordance with the interest
held by such Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary.


 


(d)     
Capital Expenditures. The Parent Guarantor, the Borrower, and their respective Subsidiaries Indebtedness shall not make
any capital expenditures, other than (collectively, “Permitted Capital Expenditures”):


 


(i)        
capital expenditures required for emergency repairs or life safety repairs,;


 


(ii)       
capital expenditures required to restore damage caused by any Insurance and Condemnation Event solely to the extent funded from
Net Proceeds resulting therefrom, ;


 


(iii)      
 capital expenditures funded from Excluded Felcor Net Proceeds, ;


 


(iv)     
so long as no Event of Default pursuant to Section 11.1(a), (e) or (f) of this Agreement then exists,
from the period beginning on the Amendment No. 8 Effective Date to and including December 31, 2020, capital expenditures (x) in respect
of FF&E in an aggregate amount not to exceed $37,000,000 and (y) in respect of renovation and maintenance expenditures in an aggregate
amount not to exceed $49,000,000, ;


 


(v)      
so long as no Event of Default pursuant to Section 11.1(a), (e) or (f) of this Agreement then exists, from
the period beginning on January 1, 2021 to and including December 31, 2021,
capital expenditures in an aggregate amount not to exceed $150,000,000, and from the period beginning on January 1, 2022 to and including
the last day of the Restriction Period, capital expenditures in an aggregate amount not to exceed $150,000,000,
;


 


(vi)      
capital expenditures funded with Exempt EquityCapital
Event Proceeds,;
and


 


(vii)     
so long as no Event of Default pursuant to Section 11.1(a), (e) or (f) then exists, other capital expenditures
in an amount not to exceed $25,000,000 in the aggregate during the Restriction Period; provided, that if the aggregate amount of
capital expenditures made in reliance on the exceptions set forth in Section 10.12(d)(iv)(y), Section 10.12(d)(v)
and this Section 10.12(d)(vii) exceeds $100,000,000, additional capital expenditures may only be made in reliance on such
exceptions to the extent that, immediately after giving effect to any such capital expenditure, the Borrower the Parent Guarantor and
their respective Subsidiaries (other than the Excluded FelCor Subsidiaries) shall have unrestricted cash and Cash Equivalents, plus undrawn
availability under the Revolving Credit Facility (to the extent available to be drawn at the date of determination) of not less than $175,000,000.


 






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(e)     
 Prepayments. The Parent Guarantor, the Borrower, and their respective Subsidiaries shall not (i) make any voluntary payment
of (x)(A) any Indebtedness secured by a junior lien or (B) Indebtedness which is contractually subordinated to the Obligations and the
Pari Passu Bank Debt (other than voluntary payments of intercompany
Indebtedness to any Loan Party permitted to be made pursuant to Section 13 of the Guaranty (and any substantially similar
provision of any Guaranty entered into in connection with any Pari Passu Debt)) or (y) the Existing Unsecured FelCor Bonds other than
all of the obligations under the Existing Unsecured FelCor Bonds with (I) the
proceeds of Permitted Refinancing Indebtedness, or(II)
Permitted FelCor Parent Refinancing Indebtedness or (III) the Net Proceeds of an Equity Issuance by the Parent Guarantor and, in the case
of clauses (II) and (III), the inclusion, within thirty (30) days following the consummation of such transaction (or at such later date
as the Administrative Agent shall permit in its sole discretion but in any event not to a date more than sixty (60) days after such consummation),
of any Hotel Properties previously subject to restrictions contained in the Existing Unsecured FelCor Bonds as additional Borrowing Base
Properties in accordance with the provisions of Section 4.1 to the extent that such Hotel Properties otherwise satisfy the requirements
to constitute an Eligible Property upon the repayment in full of the Existing Unsecured FelCor Bonds, (ii) make any voluntary
prepayment of any Pari Passu Bank Debt which is not made concurrently
with a ratable prepayment of the Loan based on the outstanding principal amount of the Pari Passu Bank
Debt and the Loan, except, in the case of this clause (ii), (x)
with the proceeds of Permitted Refinancing Indebtedness or,
(y) as otherwise permitted under Section 2.8(b)(iv)(D). or
(z) to the extent applied to the payment of Qualified Earlier Maturing Indebtedness of the type described in clause (ii) of the definition
thereof or (iii) make any voluntary prepayment (other than regularly scheduled interest payments) of the Permitted 2021 HY Debt.


 


Section 10.13  
Additional Covenant during Leverage Relief Period.


 


From and after the Restriction
Period but prior to the Leverage Relief Period Termination Date, none of the Parent Guarantor, the Borrower or any of their respective
Subsidiaries shall purchase shares of its common or preferred Equity Interests, other than so long as no Event of Default with respect
to Section 11.1(a), (e) or (f) exists and the Obligations have not been accelerated:


 


(i)        
repurchases, retirement or other acquisitions of Equity Interests in the Parent Guarantor, the Borrower or any Subsidiary pursuant
to, or in connection with, any equity incentive plan and other equity-based employee compensation plans entered into in the ordinary course
of business,


 


(ii)      
Loan Parties may make Restricted Payments to other Loan Parties at any time and, in the case of any Loan Party that is not a Wholly-Owned
Subsidiary, to any holder of its Equity Interests ratably in accordance with the interest held by such Person or otherwise as may be required
pursuant to the organizational documents of such Loan Party, and


 


(iii)       Subsidiaries
that are not Loan Parties may make Restricted Payments to any other Subsidiary, to any Loan Party and in the case of any Subsidiary
that is not a Wholly-Owned Subsidiary, to any holder of its Equity Interests ratably in accordance with the interest held by such
Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary.


 






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Article
XI. Default


 


Section 11.1      
Events of Default.


 


Each of the following shall
constitute an Event of Default, whatever the reason for such event and whether it shall be voluntary or involuntary or be effected by
operation of Applicable Law or pursuant to any judgment or order of any Governmental Authority:


 


(a)              
Default in Payment. (i) The Borrower shall fail to pay when due under this Agreement or any other Loan Document (whether
upon demand, at maturity, by reason of acceleration or otherwise) the principal of the Loan, or (ii) the Borrower or any other Loan Party
shall fail to pay interest on the Loan or any of the other payment Obligations owing by the Borrower or any other Loan Party under this
Agreement, any other Loan Document or the Fee Letter, within five (5) Business Days of the date when due.


 


(b)              
Default in Performance.


 


(i)                
Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement on its part to be performed or
observed and contained in Section 8.1(i) (with respect to the Borrower and the Parent Guarantor), Section 8.8(b),
Section  9.4.(l) or Article X;


 


(ii)             
Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement contained in Section 9.1,
9.2, 9.3 or 9.4(d), (i), (j), (k), (n), (p) or (q) and such failure shall
continue for a period of five (5) Business Days after the earlier of (x) the date upon which the Borrower obtains knowledge of such
failure or (y) the date upon which the Borrower has received written notice of such failure from the Administrative Agent; or


 


(iii)           
Any Loan Party shall fail to perform or observe any term, covenant, condition or agreement contained in this Agreement or
any other Loan Document to which it is a party and not otherwise mentioned in this Section and such failure shall continue for a period
of thirty (30) days after the earlier of (x) the date upon which the Borrower obtains knowledge of such failure or (y) the date
upon which the Borrower has received written notice of such failure from the Administrative Agent.


 


(c)              
Misrepresentations. Any written statement, representation or warranty made or deemed made by or on behalf of any
Loan Party under this Agreement or under any other Loan Document, or any amendment hereto or thereto, or in any other writing or statement
at any time furnished by, or at the direction of, any Loan Party to the Administrative Agent or any Lender, shall at any time prove to
have been incorrect or misleading, in any material respect when furnished or made or deemed made.


 






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(d)               Indebtedness
Cross-Default. There shall occur (i) any default, event or condition resulting in (or, if all applicable notice and grace
periods have expired, permitting the) acceleration, mandatory repurchase or mandatory prepayment (other than as a result of
customary non-default events, such as mandatory prepayments triggered by asset sales or casualty events) of, or any failure to pay
at maturity, the Existing Unsecured FelCor Bonds or any other Indebtedness (other than the Obligations and Nonrecourse Indebtedness)
of the Borrower, any Guarantor or any of their Subsidiaries, in each case, in excess of $75,000,000 in the aggregate, (ii) any
default, event or condition resulting in the acceleration, mandatory repurchase or mandatory prepayment (other than as a result of
customary non-default events, such as mandatory prepayments triggered by asset sales or casualty events) of, or any failure to pay
at maturity, Nonrecourse Indebtedness (other than the Nonrecourse Indebtedness described on Schedule 11.1(d)) of the Borrower, any
Guarantor or any of their Subsidiaries in a principal amount at any time outstanding in excess of 7.5% of Total Asset Value in the
aggregate or (iii) any default by the Borrower, any Guarantor or any of their Subsidiaries in, or resulting in, the payment of
amounts in excess of $75,000,000 in the aggregate in respect of Derivatives Contracts.


 


(e)              
Voluntary Bankruptcy Proceeding. Any Loan Party, any Non-Loan Party BB Property Subsidiary or any other Subsidiary
or Subsidiaries (other than any Subsidiary obligated on the Nonrecourse Indebtedness described on Schedule 11.1(d)) to which more than
7.5% of Total Asset Value in the aggregate is attributable shall: (i) commence a voluntary case under any Debtor Relief Law; (ii) consent
to, or fail to contest in a timely and appropriate manner, any petition filed against it in an involuntary case under any Debtor Relief
Law or consent to any proceeding or action described in the immediately following subsection (f); (iii) apply for or consent
to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian,
trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign; (iv) admit in writing its inability
to pay its debts as they become due; (v) make a general assignment for the benefit of creditors; (vi) make a conveyance fraudulent
as to creditors under any Applicable Law; or (vii) take any corporate or partnership action for the purpose of effecting any of the
foregoing.


 


(f)               
Involuntary Bankruptcy Proceeding. A case or other proceeding shall be commenced against any Loan Party, any Non-Loan
Party BB Property Subsidiary or any other Subsidiary or Subsidiaries (other than any Subsidiary obligated on the Nonrecourse Indebtedness
described on Schedule 11.1(d)) to which more than 7.5% of Total Asset Value in the aggregate is attributable in any court of competent
jurisdiction seeking: (i) relief under any Debtor Relief Law; or (ii) the appointment of a trustee, receiver, custodian, liquidator
or the like of such Person, or of all or any substantial part of the assets, domestic or foreign, of such Person, and in the case of either
clause (i) or (ii) such case or proceeding shall continue undismissed or unstayed for a period of sixty (60) consecutive
calendar days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an order for relief
under any Debtor Relief Law) shall be entered.


 


(g)              
Revocation of Loan Documents. Any Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document
to which it is a party or the Fee Letter (except for (i) release of a Subsidiary Guarantor or Collateral pursuant to Section 8.14
or 8.15 or the Covenant Relief Collateral pursuant to Section 8.16 and (ii) termination of any Loan Document in
accordance with its terms) or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental
Authority the validity or enforceability of any Loan Document or the Fee Letter.


 






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(h)              
 Judgment. A judgment or order for the payment of money shall be entered against any Loan Party or any Subsidiary
by any court or other tribunal and (i) such judgment or order shall continue for a period of sixty (60) days without being paid,
stayed or dismissed through appropriate appellate proceedings and (ii) either (A) the amount for which insurance has not been
acknowledged in writing by the applicable insurance carrier (or the amount as to which the insurer has denied liability) (i) exceeds,
individually or together with all other such unsatisfied judgments or orders entered against the Loan Parties and Non-Loan Party BB Property
Subsidiaries, $75,000,000 or (ii) individually or together with all other such unsatisfied judgments or orders entered against other Subsidiaries
(other than any Subsidiary obligated on the Nonrecourse Indebtedness described on Schedule 11.1(d)), an amount equal to 7.5% of Total
Asset Value or (B) such judgment or order could reasonably be expected to have a Material Adverse Effect.


 


(i)                
Attachment. A warrant, writ of attachment, execution or similar process shall be issued against any property of any
Loan Party or any Subsidiary, which exceeds, (i) individually or together with all other such warrants, writs, executions and processes
issued against the Loan Parties and Non-Loan Party BB Property Subsidiaries, $75,000,000 or (ii) individually or together with all other
such warrants, writs, executions and processes issued against other Subsidiaries (other than any Subsidiary obligated on the Nonrecourse
Indebtedness described on Schedule 11.1(d)), an amount equal to 7.5% of Total Asset Value, and such warrant, writ, execution or process
shall not be paid, discharged, vacated, stayed or bonded for a period of sixty (60) days.


 


(j)                
ERISA. Any member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $75,000,000
which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed
under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of the foregoing; or the PBGC
shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007
of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of
which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete
or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer
Plans which could cause one or more members of the ERISA Group to incur withdrawal liability or a current payment obligation in excess
of $75,000,000.


 


(k)              
Loan Documents. An Event of Default (as defined therein) shall occur under any of the other Loan Documents.


 


(l)                
Change of Control/Change in Management.


 


(i)                
During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at
the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose
election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority
of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election
was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office;


 






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(ii)             
 Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all
securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 35% of the total voting power of the then outstanding voting stock of the Parent Guarantor;


 


(iii)           
The Parent Guarantor shall cease to own and control, directly or indirectly, at least a majority of the outstanding Equity
Interests of the Borrower; or


 


(iv)            
The Parent Guarantor or a Wholly-Owned Subsidiary of the Parent Guarantor shall cease to be the sole general partner
of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.


 


(m)            
Collateral Documents. Any Collateral Document shall for any reason fail to create a valid and perfected security
interest in any portion of the Collateral purported to be covered thereby, with the priority required by the applicable Collateral Document,
except as (i) permitted by the terms of any Loan Document or (ii) as a result of the release of such security interest in accordance
with the terms of any Loan Document.


 


Notwithstanding the foregoing
provisions of this Section 11.1, in the event of a Default or Event of Default arising as a result of (i) the inclusion of any
Hotel Property in the Unencumbered Pool at any particular time of reference, (ii) the failure to make any Subsidiary described in Section 8.14
a Subsidiary Guarantor (a “Joinder Default”), or (iii) the failure to pledge the Equity Interests (other than Excluded
Pledged Collateral or Collateral Relief Excluded Pledged Collateral, as applicable) in any Pledged Subsidiary pursuant to Section 8.14(c)
or Section 8.16(a), as applicable (a “Pledge Default”), if such Default or Event of Default is capable
of being cured solely by the exclusion of such Hotel Property from the Unencumbered Pool, or in the case of a Joinder Default, by making
such Subsidiary a Subsidiary Guarantor pursuant to the terms of Section 8.14, or in the case of a Pledge Default, by pledging the
Equity Interests (other than Excluded Pledged Collateral or Collateral Relief Excluded Pledged Collateral, as applicable) in such Pledged
Subsidiary pursuant to the terms of Section 8.14(c) or Section 8.16(a), as applicable, the Borrower shall be permitted
a period not to exceed fifteen (15) days from the earlier of (x) the date upon which a Responsible Officer of the Borrower obtains knowledge
of such Default or Event of Default (as applicable) or (y) the date upon which the Borrower has received written notice of such Default
or Event of Default from the Administrative Agent to remove such Hotel Property from the Unencumbered Pool in accordance with, and subject
to, Section 4.3 (or in the case of a Joinder Default, to make such Subsidiary a Subsidiary Guarantor pursuant to the terms of Section
8.14 or in the case of a Pledge Default, to pledge the Equity Interests (other than Excluded Pledged Collateral or Collateral Relief
Excluded Pledged Collateral, as applicable) in such Pledged Subsidiary pursuant to the terms of Section 8.14(c) or Section 8.16(a),
as applicable).


 


Section 11.2      
Remedies Upon Event of Default.


 


Upon the occurrence of an
Event of Default the following provisions shall apply:


 






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(a)              
 Acceleration; Termination of Facilities.


 


(i)                
Automatic. Upon the occurrence of an Event of Default specified in Sections 11.1(e) or 11.1(f),
the principal of, and all accrued interest on, the Loan and the Notes at the time outstanding, any prepayment premium (if applicable)
under Section 2.8 and all of the other Obligations of the Borrower, including, but not limited to, the other amounts owed to the
Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents shall become immediately and automatically
due and payable by the Borrower without presentment, demand, protest, or other notice of any kind, all of which are expressly waived by
the Borrower on behalf of itself and the other Loan Parties.


 


(ii)             
Optional. If any other Event of Default shall exist, the Administrative Agent may, and at the direction of the Requisite
Lenders shall declare the principal of, and accrued interest on, the Loan and the Notes at the time outstanding, any prepayment premium
(if applicable) under Section 2.8 and all of the other Obligations, including, but not limited to, the other amounts owed to the
Lenders and the Administrative Agent under this Agreement, the Notes or any of the other Loan Documents to be forthwith due and payable,
whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which
are expressly waived by the Borrower on behalf of itself and the other Loan Parties.


 


(b)              
Loan Documents. The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so
directed shall, exercise any and all of its rights under any and all of the other Loan Documents.


 


(c)              
Applicable Law. The Requisite Lenders may direct the Administrative Agent to, and the Administrative Agent if so
directed shall, exercise all other rights and remedies it may have under any Applicable Law.


 


(d)              
Specified Derivatives Contract Remedies.
Notwithstanding any other provision of this Agreement or other Loan Document, each Specified Derivatives Provider shall have the right,
with prompt notice to the Administrative Agent, but without the approval or consent of or other action by the Administrative Agent or
the Lenders, and without limitation of other remedies available to such Specified Derivatives Provider under contract or Applicable Law,
to undertake any of the following: (a) to declare an event of default, termination event or other similar event under any Specified Derivatives
Contract and to create an “Early Termination Date” (as defined therein) in respect thereof, in each case, in accordance with
the terms thereof, (b) to determine net termination amounts in respect of any and all Specified Derivatives Contracts in accordance with
the terms thereof, and to set off amounts among such contracts, (c) to set-off or proceed against deposit account balances, securities
account balances and other property and amounts held by such Specified Derivatives Provider and (d)
to prosecute any legal action against the Borrower to enforce or collect net amounts owing to such Specified Derivatives Provider pursuant
to any Specified Derivatives Contract.


 






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Section 11.3      
Intentionally Omitted.


 


Section 11.4      
Marshaling; Payments Set Aside.


 


None of the Administrative
Agent, any Lender or any Specified Derivatives Provider shall be under any obligation to marshal any assets in favor of any Loan Party
or any other party or against or in payment of any or all of the Guaranteed Obligations. To the extent that any Loan Party makes a payment
or payments to the Administrative Agent and/or any Lender and/or any Specified Derivatives Provider or the Administrative Agent and/or
any Lender and/or any Specified Derivatives Provider enforce their security interests or exercise their rights of setoff, and such payment
or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal
law, common law or equitable cause, then to the extent of such recovery, the Guaranteed Obligations or part thereof originally intended
to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment
had not been made or such enforcement or setoff had not occurred.


 


Section 11.5      
Allocation of Proceeds.


 


(a)              
If an Event of Default exists and maturity of any of the Obligations has been accelerated or the Maturity Date has occurred,
all payments received by the Administrative Agent under any of the Loan Documents (or by any Lender as the result of the exercise of rights
under Section 13.4), in respect of any Guaranteed Obligations shall be applied in the following order and priority:


 


First, to
payment of that portion of the Guaranteed Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees,
payable to the Administrative Agent in its capacity as such;


 


Second, to
payment of that portion of the Guaranteed Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts
described in this clause payable to them;


 


Third, to
payment of that portion of the Guaranteed Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders
in proportion to the respective amounts described in this clause payable to them;


 


Fourth, to
payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans and payment obligations then owing under
Specified Derivatives Contracts, ratably among the Lenders, and the Specified Derivatives Providers in proportion to the respective amounts
described in this clause payable to them; and


 


Fifth, the
balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required
by Applicable Law.


 






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(b)              
 Any payment required to be made by the Borrower pursuant to Section 2.8(b)(iii) shall be applied pro rata among
the Outstanding Amount and the aggregate outstanding principal amount under the Pari Passu Bank
Debt to the extent required to reduce the Leverage Ratio to or below 6.50 to 1.00 on a pro forma basis after taking into account
any additional optional prepayments made pursuant to Section 2.8(a); provided, however, that, with respect to
any Net Proceeds from asset sales applied as a prepayment by the Borrower prior to the end of the applicable Reinvestment Period for such
Net Proceeds, the Borrower may apply such Net Proceeds to prepay (including a partial prepayment of) any of the Outstanding Amount or
the outstanding principal amount of any Pari Passu Bank Debt in
such manner as it may designate. For the avoidance of doubt, to the extent that any voluntary or mandatory prepayment has the effect of
reducing the Leverage Ratio to or below 6.50 to 1.00 on a pro forma basis, the mandatory prepayment provisions applicable following a
Collateral Trigger Date shall terminate (the earlier of such date and the Collateral Release Date, the “Prepayment Provisions
Termination Date”).


 


Notwithstanding the foregoing,
Guaranteed Obligations arising under Specified Derivatives Contracts shall be excluded from the application described above if the Administrative
Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from
the applicable Specified Derivatives Provider. Each Specified Derivatives Provider not a party to this Agreement that has given the notice
contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative
Agent pursuant to the terms of Article XII for itself and its Affiliates as if a “Lender” party hereto.


 


Section 11.6      
Intentionally Omitted.


 


Section 11.7      
Rescission of Acceleration by Requisite Lenders.


 


If at any time after acceleration
of the maturity of the Loan and the other Obligations, the Borrower shall pay all arrears of interest and all payments on account of principal
of the Obligations which shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted
by Applicable Law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Defaults (other than nonpayment
of principal of and accrued interest on the Obligations due and payable solely by virtue of acceleration) shall become remedied or waived
to the satisfaction of the Requisite Lenders, then by written notice to the Borrower, the Requisite Lenders may elect, in the sole discretion
of such Requisite Lenders, to rescind and annul the acceleration and its consequences. The provisions of the preceding sentence are intended
merely to bind all of the Lenders to a decision which may be made at the election of the Requisite Lenders, and are not intended to benefit
the Borrower and do not give the Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the
conditions set forth herein are satisfied.


 


Section 11.8      
Performance by Administrative Agent.


 


If the Borrower or any
other Loan Party shall fail to perform any covenant, duty or agreement contained in any of the Loan Documents, the Administrative
Agent may, after notice to the Borrower, perform or attempt to perform such covenant, duty or agreement on behalf of the Borrower or
such other Loan Party after the expiration of any cure or grace periods set forth herein. In such event, the Borrower shall, at the
request of the Administrative Agent, promptly pay any amount reasonably expended by the Administrative Agent in such performance or
attempted performance to the Administrative Agent, together with interest thereon at the applicable Post-Default Rate from the date
of such expenditure until paid. Notwithstanding the foregoing, neither the Administrative Agent nor any Lender shall have any
liability or responsibility whatsoever for the performance of any obligation of the Borrower under this Agreement or any other Loan
Document.


 






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Section 11.9      
Rights Cumulative.


 


(a)              
Generally. The rights and remedies of the Administrative Agent and the Lenders under this Agreement and each of the
other Loan Documents and of the Specified Derivatives Providers under the Specified Derivatives Contracts shall be cumulative and not
exclusive of any rights or remedies which any of them may otherwise have under Applicable Law. In exercising their respective rights and
remedies the Administrative Agent, the Lenders and the Specified Derivatives Providers may be selective and no failure or delay by the
Administrative Agent, any of the Lenders, or any of the Specified Derivatives Providers in exercising any right shall operate as a waiver
of it, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other
power or right.


 


(b)              
Enforcement by Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan
Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of
them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and
maintained exclusively by, the Administrative Agent in accordance with Article XI. for the benefit of all the Lenders; provided
that the foregoing shall not prohibit (i) the Administrative Agent from exercising on its own behalf the rights and remedies that
inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) any Specified
Derivatives Provider from exercising the rights and remedies that inure to its benefit, under any Specified Derivatives Contract, (iii) any
Lender from exercising setoff rights in accordance with Section 13.4 (subject to the terms of Section 3.3), or
(iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding
relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting
as Administrative Agent hereunder and under the other Loan Documents, then (x) the Requisite Lenders shall have the rights otherwise ascribed
to the Administrative Agent pursuant to Article XI. and (y) in addition to the matters set forth in clauses (ii), (iii), and (iv)
of the preceding proviso and subject to Section 3.3, any Lender may, with the consent of the Requisite Lenders, enforce any
rights and remedies available to it and as authorized by the Requisite Lenders. Nothing contained herein shall be deemed to authorize
the Administrative Agent to authorize or consent to or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment
or composition under any Debtor Relief Law affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of any claim of any Lender in any such proceeding under any Debtor Relief Law.


 






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Article
XII. The Administrative Agent


 


Section 12.1      
Appointment and Authorization.


 


Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to take such action as contractual representative on such
Lender’s behalf and to exercise such powers under this Agreement and the other Loan Documents as are specifically delegated to
the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. Not in
limitation of the foregoing, each Lender authorizes and directs the Administrative Agent to enter into the Loan Documents for the
benefit of the Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite
Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders 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. In furtherance of the foregoing, and not in limitation, each of the Lenders authorizes the
Administrative Agent to enter into one or more intercreditor agreements, collateral agency agreements and Collateral Documents,
including amendments or supplements thereto from time to time, as may be acceptable to the Administrative Agent in its
reasonable discretion with parties to any Pari Passu Debt, including (if applicable) for the purpose of acting as collateral agent
for the Secured Parties and the parties to such Pari Passu Debt (and each reference to the Administrative Agent in this Article XII
shall be deemed to include a reference to the Administrative Agent acting in such capacity, if applicable). Nothing herein shall be
construed to deem the Administrative Agent a trustee or fiduciary for any Lender or to impose on the Administrative Agent duties or
obligations other than those expressly provided for herein. Without limiting the generality of the foregoing, the use of the terms
 “Agent”, “Administrative Agent”, “agent” and similar terms in the Loan Documents with reference
to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency
doctrine of any Applicable Law. Instead, use of such terms is merely a matter of market custom, and is intended to create or reflect
only an administrative relationship between independent contracting parties. The Administrative Agent shall deliver or otherwise
make available to each Lender, promptly upon receipt thereof by the Administrative Agent, copies of each of the financial
statements, certificates, notices and other documents delivered to the Administrative Agent pursuant to Article IX. 
that the Borrower is not otherwise required to deliver directly to the Lenders. The Administrative Agent will furnish to any Lender,
upon the request of such Lender, a copy (or, where appropriate, an original) of any document, instrument, agreement, certificate or
notice furnished to the Administrative Agent by the Borrower, any Loan Party or any other Affiliate of the Borrower, pursuant to
this Agreement or any other Loan Document not already delivered to such Lender pursuant to the terms of this Agreement or any such
other Loan Document. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement
or collection of any of the Obligations), 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 (or all of the Lenders if explicitly required under any other provision of this
Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the Obligations; provided, however,
that, notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be required to take any action
which exposes the Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or
Applicable Law. Not in limitation of the foregoing, the Administrative Agent may exercise any right or remedy it or the Lenders may
have under any Loan Document upon the occurrence of a Default or an Event of Default unless the Requisite Lenders have directed the
Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or refraining from acting under this Agreement or any of the
other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders. The Lenders
hereby authorize the Administrative Agent to release any Guarantor from the Guaranty (i) in the case of a Subsidiary Guarantor,
upon satisfaction of the conditions to release set forth in Section 8.14 or Section 8.15; (ii) if approved,
authorized or ratified in writing by the Requisite Lenders or all of the Lenders hereunder, as required under the circumstances; or
(iii) upon the termination of this Agreement in accordance with the provisions of Section 13.11. In connection with
any such release of a Guarantor pursuant to the preceding sentence, the Administrative Agent shall (and is hereby irrevocably
authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such
Loan Party shall reasonably request to evidence such termination or release (any execution and delivery of such documents being
without recourse to or warranty by the Administrative Agent).


 






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Section 12.2      
Wells Fargo as Lender.


 


Wells Fargo shall have the
same rights and powers as a Lender or as a Specified Derivatives Provider, as the case may be, under this Agreement and any other Loan
Document and under any Specified Derivatives Contract, as the case may be, as any other Lender or Specified Derivatives Provider and may
exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless
otherwise expressly indicated, include Wells Fargo in each case in its individual capacity. Wells Fargo and its Affiliates may each accept
deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial
advisor to, and generally engage in any kind of business with the Borrower, any other Loan Party or any other Affiliate thereof as if
it were any other bank and without any duty to account therefor to the other Lenders or any Specified Derivatives Providers. Further,
the Administrative Agent and any Affiliate may accept fees and other consideration from the Borrower for services in connection with this
Agreement or any Specified Derivatives Contract or otherwise without having to account for the same to the other Lenders or any Specified
Derivatives Providers. The Lenders acknowledge that, pursuant to such activities, Wells Fargo or its Affiliates may receive information
regarding the Borrower, other Loan Parties, other Subsidiaries and other Affiliates (including information that may be subject to confidentiality
obligations in favor of such Person) and acknowledge that the Administrative Agent shall be under no obligation to provide such information
to them.


 


Section 12.3      
Approvals of Lenders.


 


All communications from
the Administrative Agent to any Lender requesting such Lender’s determination, consent, approval or disapproval (a) shall
be given in the form of a written notice to such Lender, (b) shall be accompanied by a description of the matter or issue as to
which such determination, approval, consent or disapproval is requested, or shall advise such Lender where information, if any,
regarding such matter or issue may be inspected, or shall otherwise describe the matter or issue to be resolved, and (c) shall
include, if reasonably requested by such Lender and to the extent not previously provided to such Lender, written materials and a
summary of all oral information provided to the Administrative Agent by the Borrower in respect of the matter or issue to be
resolved. Unless a Lender shall give written notice to the Administrative Agent that it specifically objects to the recommendation
or determination of the Administrative Agent within ten (10) Business Days (or such lesser or greater period as may be
specifically required under the express terms of the Loan Documents) of receipt of such communication, such Lender shall be deemed
to have conclusively approved of or consented to such recommendation or determination.


 






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Section 12.4      
Notice of Events of Default.


 


The Administrative Agent shall
not be deemed to have knowledge or notice of the occurrence of a Default or Event of Default unless the Administrative Agent has received
notice from a Lender or the Borrower referring to this Agreement, describing with reasonable specificity such Default or Event of Default
and stating that such notice is a “notice of default.” If any Lender (excluding the Lender which is also serving as the Administrative
Agent) becomes aware of any Default or Event of Default, it shall promptly send to the Administrative Agent such a “notice of default”;
provided, a Lender’s failure to provide such a “notice of default” to the Administrative Agent shall not result in any
liability of such Lender to any other party to any of the Loan Documents. Further, if the Administrative Agent receives such a “notice
of default,” the Administrative Agent shall give prompt notice thereof to the Lenders.


 


Section 12.5      
Administrative Agent’s Reliance.


 


Notwithstanding any
other provisions of this Agreement or any other Loan Documents, neither the Administrative Agent nor any of its Related Parties
shall be liable for any action taken or not taken by it under or in connection with this Agreement or any other Loan Document,
except for its or their own gross negligence, bad faith or willful misconduct in connection with its duties expressly set forth
herein or therein as determined by a court of competent jurisdiction in a final non-appealable judgment. Without limiting the
generality of the foregoing, the Administrative Agent may consult with legal counsel (including its own counsel or counsel for the
Borrower or any other Loan Party), independent public accountants and other experts selected by it 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.
Neither the Administrative Agent nor any of its Related Parties: (a) makes any warranty or representation to any Lender or any
other Person or shall be responsible to any Lender or any other Person for any statement, warranty or representation made or deemed
made by the Borrower, any other Loan Party or any other Person in or in connection with this Agreement or any other Loan Document;
(b) shall have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement or any other Loan Document or the satisfaction of any conditions precedent under this Agreement or any
Loan Document on the part of the Borrower or other Persons or inspect the property, books or records of the Borrower or any other
Person; (c) shall be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document, any other instrument or document furnished pursuant thereto or
any collateral covered thereby or the perfection or priority of any Lien in favor of the Administrative Agent on behalf of the
Lenders in any such collateral; (d) shall have any liability in respect of any recitals, statements, certifications,
representations or warranties contained in any of the Loan Documents or any other document, instrument, agreement, certificate or
statement delivered in connection therewith; and (e) shall incur any 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 may be by telephone,
telecopy or electronic mail) believed by it to be genuine and signed, sent or given by the proper party or parties. The
Administrative Agent may execute any of its duties under the Loan Documents by or through agents, employees or attorneys-in-fact and
shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross
negligence, bad faith or willful misconduct in the selection of such agent or attorney-in-fact as determined by a court of competent
jurisdiction in a final non-appealable judgment.


 






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Section 12.6      
Indemnification of Administrative Agent.


 


Regardless of whether
the transactions contemplated by this Agreement and the other Loan Documents are consummated, each Lender agrees to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so)
pro rata in accordance with such Lender’s respective Pro Rata Share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may at any time be
imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a
 “Lender”) in any way relating to or arising out of the Loan Documents, any transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable
Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent
resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent
jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the
directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross
negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing, each Lender agrees
to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the
Borrower to do so) promptly upon demand for its ratable share of any out of pocket expenses (including the reasonable fees and
expenses of the counsel to the Administrative Agent) incurred by the Administrative Agent in connection with the preparation,
negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal
advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the
Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability”
suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative
Agent and/or the Lenders arising under any Environmental Laws. Such out of pocket expenses (including counsel fees) shall be
advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative
Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the
Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that
the Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loan
and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower
shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in
respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable
basis with each Lender making any such payment.


 






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Section 12.7      
Lender Credit Decision, Etc.


 


Each of the Lenders expressly
acknowledges and agrees that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties
to such Lender and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower, any other
Loan Party or any other Subsidiary or Affiliate, shall be deemed to constitute any such representation or warranty by the Administrative
Agent or any Lender. Each of the Lenders acknowledges that it has made its own credit and legal analysis and decision to enter into this
Agreement and the transaction contemplated hereby, independently and without reliance upon the Administrative Agent, any other Lender
or counsel to the Administrative Agent, or any of their respective Related Parties, and based on the financial statements of the Borrower,
the other Loan Parties, the other Subsidiaries and other Affiliates, and inquiries of such Persons, its independent due diligence of the
business and affairs of the Borrower, the other Loan Parties, the other Subsidiaries and other Persons, its review of the Loan Documents,
the legal opinions required to be delivered to it hereunder, the advice of its own counsel and such other documents and information as
it has deemed appropriate. Each of the Lenders also acknowledges that it will, independently and without reliance upon the Administrative
Agent, any other Lender or counsel to the Administrative Agent or any of their respective Related Parties, and based on such review, advice,
documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action
under the Loan Documents. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by
the Borrower or any other Loan Party of the Loan Documents or any other document referred to or provided for therein or to inspect the
properties or books of, or make any other investigation of, the Borrower, any other Loan Party or any other Subsidiary. Except for notices,
reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent under this Agreement
or any of the other Loan Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit
or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Borrower,
any other Loan Party or any other Affiliate thereof which may come into possession of the Administrative Agent or any of its Related Parties.
Each of the Lenders acknowledges that the Administrative Agent’s legal counsel in connection with the transactions contemplated
by this Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to any Lender.


 






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Section 12.8      
Successor Administrative Agent.


 


The Administrative Agent
may resign at any time as Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and the
Borrower. The Administrative Agent may be removed as Administrative Agent by all of the Lenders (other than the Lender then acting
as Administrative Agent) and, provided no Default or Event of Default exists, the Borrower upon thirty (30) days' prior written
notice if the Administrative Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have
committed gross negligence or willful misconduct in the course of performing its duties hereunder or (ii) has become or is insolvent
or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment. Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint a successor
Administrative Agent which appointment shall, provided no Default or Event of Default exists, be subject to the Borrower’s
approval, which approval shall not be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so
appointed in accordance with the immediately preceding sentence, and shall have accepted such appointment, within thirty
(30) days after the current Administrative Agent’s giving of notice of resignation, then the current Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing to
serve, and otherwise shall be an Eligible Assignee; provided that if the Administrative Agent shall notify the Borrower and the
Lenders that no Lender has accepted such appointment, then such resignation shall nonetheless become effective in accordance with
such notice and (1) the Administrative Agent shall be discharged from its duties and obligations hereunder and under the other
Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall instead be made to each Lender directly, until such time as a successor Administrative Agent has been appointed as
provided for above in this Section; provided, further that such Lenders so acting directly shall be and be deemed to be protected by
all indemnities and other provisions herein for the benefit and protection of the Administrative Agent as if each such Lender were
itself the Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the current Administrative Agent, and the current Administrative Agent shall be discharged from its duties
and obligations under the Loan Documents. After any Administrative Agent’s resignation hereunder as Administrative Agent, the
provisions of this Article XII. shall continue to inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to the contrary, the
Administrative Agent may assign its rights and duties under the Loan Documents to any of its Affiliates by giving the Borrower and
each Lender prior written notice.


 


Section 12.9      
Titled Agents.


 


The Syndication Agent, Documentation
Agent and Managing Agent in such respective capacities, assume no responsibility or obligation hereunder, including, without limitation,
for servicing, enforcement or collection of the Loan, nor any duties as an agent hereunder for the Lenders. The titles given to the Syndication
Agent, Documentation Agent and Managing Agent are solely honorific and imply no fiduciary responsibility on the part of the Syndication
Agent, Documentation Agent or Managing Agent to the Administrative Agent, any Lender, the Borrower or any other Loan Party and the use
of such title does not impose on the Syndication Agent, Documentation Agent or Managing Agent any duties or obligations greater than those
of any other Lender or entitle the Syndication Agent, Documentation Agent or Managing Agent to any rights other than those to which any
other Lender is entitled.


 






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Section 12.10  
Specified Derivatives Contracts.


 


No Specified Derivatives
Provider that obtains the benefits of Section 11.5 by virtue of the provisions hereof or of any Loan Document shall have
any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or
otherwise in respect of any Loan Document other than in its capacity as a Lender and, in such case, only to the extent expressly
provided in the Loan Documents. Notwithstanding any other provision of this Article XII to the contrary, the Administrative
Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to,
Specified Derivatives Contracts unless the Administrative Agent has received written notice of such Specified Derivatives Contracts,
together with such supporting documentation as the Administrative Agent may request, from the applicable Specified Derivatives
Provider.


 


Section 12.11  
Rates.


 


The Administrative Agent does
not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other
matter related to the rates in the definition of “LIBOR”.


 


Section 12.12  
Additional ERISA Matters.


 


(a)              
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, that, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of the Borrower, that at least one of the following is and will be true:


 


(i)                
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one
or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans;


 


(ii)             
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38
(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions
determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans and this Agreement;


 


(iii)           
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to
enter into, participate in, administer and perform the Loans and this Agreement, (C) the entrance into, participation in, administration
of and performance of the Loans and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and
(D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such
Lender’s entrance into, participation in, administration of and performance of the Loans and this Agreement; or


 









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(iv)            
 such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender.


 


In addition, unless
sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation,
warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents
and warrants, as of the date such Person became a Lender party hereto, that, and (y) covenants, from the date such Person became a Lender
party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Arranger
and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative
Agent or any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such
Lender’s entrance into, participation in, administration of and performance of the Loans and this Agreement (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related
to hereto or thereto);


 


(b)              
The Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide
impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that
such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive
interest or other payments with respect to the Loans or this Agreement, (ii) may recognize a gain if it extended the Loans for an amount
less than the amount being paid for an interest in the Loans, or (iii) may receive fees or other payments in connection with the transactions
contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront
fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees,
letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s
acceptance fees, breakage or other early termination fees or fees similar to the foregoing.


 


Section 12.13  
Erroneous
Payments.


 


(a)               
Each Lender, each other Secured Party and any other party hereto hereby severally
agrees that if (i) the Administrative Agent notifies (which such notice shall be conclusive absent manifest error) such Lender or any
other Secured Party (or the Lender Affiliate of a Secured Party) or any other Person that has received funds from the Administrative
Agent or any of its Affiliates, either for its own account or on behalf of a Lender or other Secured Party (each such recipient, a “Payment
Recipient”) that the Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient
were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to
such Payment Recipient) or (ii) any Payment Recipient receives any payment from the Administrative Agent (or any of its Affiliates) (x)
that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent
by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (y) that
was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates)
with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient otherwise becomes
aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed
to have been made (any such amounts specified in clauses (i) or (ii) of this Section 12.13(a), whether received as a payment, prepayment
or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”),
then, in each case, such Payment Recipient is deemed to have knowledge of such error at the time of its receipt of such Erroneous Payment;
provided that nothing in this Section shall require the Administrative Agent to provide any of the notices specified in clauses (i) or
(ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any
claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative
Agent for the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value”
or any similar doctrine.


 






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(b)              
Without limiting the immediately preceding clause (a), each Payment Recipient agrees
that, in the case of clause (a)(ii) above, it shall promptly notify the Administrative Agent in writing of such occurrence.


 


(c)              
In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall
at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the
benefit of the Administrative Agent, and upon demand from the Administrative Agent such Payment Recipient shall (or, shall cause any Person
who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events no later than two (2) Business Days thereafter,
return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in
same day funds and in the currency so received, together with interest thereon in respect of each day from and including the date such
Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative
Agent at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation from time to time in effect.


 


(d)                
In the event that an Erroneous Payment (or portion thereof) is not recovered by
the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause
(c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient (such unrecovered amount as to such Lender, an
 “Erroneous Payment Return Deficiency”), then at the sole discretion of the Administrative Agent and upon the Administrative
Agent’s written notice to such Lender (i) such Lender shall be deemed to have made a cashless assignment of the full face amount
of the portion of its Loans (but not its Commitments) of the relevant Class with respect to which such Erroneous Payment was made (the
 “Erroneous Payment Impacted Class”) to the Administrative Agent or, at the option of the Administrative Agent, the
Administrative Agent’s applicable lending affiliate in an amount that is equal to the Erroneous Payment Return Deficiency (or such
lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted
Class, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount,
without further consent or approval of any party hereto and without any payment by the Administrative Agent or its applicable lending
affiliate as the assignee of such Erroneous Payment Deficiency Assignment. Without limitation of its rights hereunder,
the Administrative Agent may cancel any Erroneous Payment Deficiency Assignment at any time by written notice to the applicable assigning
Lender and upon such revocation all of the Loans assigned pursuant to such Erroneous Payment Deficiency Assignment shall be reassigned
to such Lender without any requirement for payment or other consideration. The parties hereto acknowledge and agree that (1) any assignment
contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee
or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions
of Section 13.6 and (3) the Administrative Agent may reflect such assignments in the Register without further consent or action
by any other Person.


 






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(e)                
Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portion
thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the
Administrative Agent (1) shall be subrogated to all the rights of such Payment Recipient with respect to such amount and (2) is authorized
to set off, net and apply any and all amounts at any time owing to such Payment Recipient under any Loan Document, or otherwise payable
or distributable by the Administrative Agent to such Payment Recipient from any source, against any amount due to the Administrative Agent
under this Section 12.13 or under the indemnification provisions of this Agreement, (y) the receipt of an Erroneous Payment by a
Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction
of any Obligations owed by the Borrower or any other Credit Party, except, in each case, to the extent such Erroneous Payment is, and
solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the
Borrower or any other Credit Party for the purpose of making for a payment on the Obligations and (z) to the extent that an Erroneous
Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof
that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and
effect as if such payment or satisfaction had never been received.


 


(f)              
Each party’s obligations under this Section 12.13 shall survive the resignation
or replacement of the Administrative Agent or any transfer of right or obligations by, or the replacement of, a Lender, the termination
of the Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.


 


(g)                
Nothing in this Section 12.13 will constitute a waiver or release of any claim
of any party hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.


 






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Article
XIII. Miscellaneous


 


Section 13.1      
Notices.


 


Unless otherwise provided
herein (including, without limitation, as provided in Section 9.5), communications provided for hereunder shall be in writing
and shall be mailed, telecopied, or delivered as follows:


 


If to the Borrower:


 


RLJ Lodging Trust, L.P.

3 Bethesda Metro Center

Suite 1000

Bethesda, MD 20814

Attention: Sean M. Mahoney, Executive Vice President and Chief Financial

 Officer

Telecopy Number:      (301) 280-7750

Telephone Number:    (301) 280-7749

Email: smahoney@rljlodgingtrust.com


 


If to the Parent Guarantor:


 


RLJ Lodging Trust

3 Bethesda Metro Center

Suite 1000

Bethesda, MD 20814

Attention: Sean M. Mahoney, Executive Vice President and Chief Financial 

Officer

Telecopy Number:      (301) 280-7750

Telephone Number:    (301) 280-7749

Email: smahoney@rljlodgingtrust.com


 


If to the Administrative
Agent:


 


Wells Fargo Bank, National Association

1750 H Street N.W.

Suite 550

Washington, DC 20006

Attn: Mark Monahan

Telecopier:    (202) 429-2589

Telephone:    (202) 303-3017

Email: mark.f.monahan@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association

Hospitality Finance Group

2030 Main Street, Suite 800

Irvine, CA 92614

Attn: Rhonda Friedly

Telecopier:     (949) 851-9728

Telephone:     (949) 251-4383

Email: friedlyr@wellsfargo.com


 






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If to the Administrative
Agent under Article II:


 


Wells Fargo Bank, N.A.

Commercial Real Estate Loan Services

600 South 4th Street, 8th Floor

Minneapolis, MN 55415

Attention: Marsha Rouch

Telecopier: (866) 968-5589

Telephone: (612) 667-1098


 


If to any other Lender:


 


To such Lender’s address
or telecopy number as set forth in is Administrative Questionnaire or as to each party at such other address as shall be designated by
such party in a written notice to the other parties delivered in compliance with this Section; provided, a Lender shall only be required
to give notice of any such other address to the Administrative Agent and the Borrower. All such notices and other communications shall
be effective (i) if mailed, upon the first to occur of receipt or the expiration of three (3) days after the deposit in the
United States Postal Service mail, postage prepaid and addressed to the address of the Borrower or the Administrative Agent and Lenders
at the addresses specified; (ii) if telecopied, when transmitted; (iii) if hand delivered or sent by overnight courier, when
delivered; or (iv) if delivered in accordance with Section 9.5 to the extent applicable; provided, however, that, in
the case of the immediately preceding clauses (i), (ii) and (iii), non-receipt of any communication as of the result of any
change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt
of such communication. Notwithstanding the immediately preceding sentence, all notices or communications to the Administrative Agent or
any Lender under Article II shall be effective only when actually received. None of the Administrative Agent or any Lender shall incur
any liability to any Loan Party (nor shall the Administrative Agent incur any liability to the Lenders) for acting upon any telephonic
notice referred to in this Agreement which the Administrative Agent or such Lender, as the case may be, believes in good faith to have
been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person designated
to receive a copy of a notice to receive such copy shall not affect the validity of notice properly given to another Person.


 






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Section 13.2      
Expenses.


 


The Parent Guarantor and
the Borrower agree (a) to pay or reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket
costs and expenses incurred in connection with the preparation, negotiation and execution of, and any amendment, supplement or
modification to, any of the Loan Documents (including, without limitation, in respect of any notice given by the Borrower under Section
2.16(a), whether or not the requested increase is actually effected), and the consummation of the transactions contemplated
thereby, including the reasonable and documented out-of-pocket fees and disbursements of counsel to the Administrative Agent and all
reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the use of IntraLinks,
SyndTrak or other similar information transmission systems in connection with the Loan Documents and of the Administrative Agent in
connection with the review of Properties for inclusion in the Unencumbered Pool and the determination or confirmation that
Properties satisfy the requirements of the definition of Eligible Properties and the Administrative Agent’s other activities
under Article IV, including the reasonable and documented out-of-pocket fees and disbursements of counsel to the Administrative
Agent relating to all such activities, (b)  to pay or reimburse the Administrative Agent and the Lenders for all their costs
and expenses incurred in connection with the enforcement or preservation of any rights under the Loan Documents and the Fee Letter,
including the reasonable and out-of-pocket fees and disbursements of their respective counsel and (c) to the extent not already
covered by any of the preceding subsections, to pay the fees and disbursements of counsel to the Administrative Agent and any Lender
incurred in connection with the representation of the Administrative Agent or such Lender in any matter relating to or arising out
of any bankruptcy or other proceeding of the type described in Sections 11.1(e) or 11.1(f), including, without
limitation, (i) any motion for relief from any stay or similar order, (ii) the negotiation, preparation, execution and
delivery of any document relating to the Obligations and (iii) the negotiation and preparation of any debtor in possession
financing or any plan of reorganization of the Borrower or any other Loan Party, whether proposed by the Borrower, such Loan Party,
the Lenders or any other Person, and whether such fees and expenses are incurred prior to, during or after the commencement of such
proceeding or the confirmation or conclusion of any such proceeding. Notwithstanding the foregoing, the obligation to reimburse the
Lenders for fees and expenses of counsel in connection with the matters described in items (b) and (c) above shall be limited to (x)
one law firm for the Administrative Agent, (y) one other law firm retained by the Requisite Lenders, together with (in the case of
(x) and (y), as applicable) one additional counsel in each applicable jurisdiction, and (z) in the case of an actual or perceived
conflict of interest, one additional counsel to the affected Lenders that are similarly situated in each relevant jurisdiction.


 


Section 13.3      
Stamp and Intangible Taxes.


 


The Parent Guarantor and the
Borrower shall pay any and all stamp, excise, intangible, registration and similar taxes or governmental charges and shall indemnify the
Administrative Agent and each Lender against any and all liabilities with respect to or resulting from any delay in the payment or omission
to pay any such taxes or charges, which may be payable or determined to be payable in connection with the execution, delivery, recording,
performance or enforcement of this Agreement, the Notes and any of the other Loan Documents, the amendment, supplement, modification or
waiver of or consent under this Agreement, the Notes or any of the other Loan Documents or the perfection of any rights or Liens under
this Agreement, the Notes or any of the other Loan Documents.


 






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Section 13.4      
Setoff.


 


Subject to Section 3.3 and
in addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, the
Administrative Agent, each Lender and each Participant is hereby authorized by the Borrower, at any time or from time to time while
an Event of Default exists, without prior notice to the Parent Guarantor or the Borrower or any other Person, any such notice being
hereby expressly waived, but in the case of a Lender or a Participant subject to receipt of the prior written consent of the
Administrative Agent and the Requisite Lenders exercised in their sole discretion, to set off and to appropriate and to apply any
and all deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether
matured or unmatured) and any other indebtedness at any time held or owing by the Administrative Agent, such Lender, such
Participant or any Affiliate of the Administrative Agent or such Lender, to or for the credit or the account of the Parent Guarantor
or the Borrower against and on account of any of the Obligations, irrespective of whether or not the Loan and all other Obligations
have been declared to be, or have otherwise become, due and payable as permitted by Section 11.2, and although such
Obligations shall be contingent or unmatured. Notwithstanding anything to the contrary in this Section, if any Defaulting Lender
shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent
for further application in accordance with the provisions of Section 3.9 and, pending such payment, shall be segregated
by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders
and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail
the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.


 


Section 13.5      
Litigation; Jurisdiction; Other Matters; Waivers.


 


(a)      EACH
PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG THE PARENT GUARANTOR, THE BORROWER, THE ADMINISTRATIVE AGENT
OR ANY OF THE LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES.
ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE LENDERS, THE ADMINISTRATIVE AGENT, THE PARENT GUARANTOR AND THE BORROWER
HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION
MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY OTHER LOAN DOCUMENT OR THE FEE LETTER
OR IN CONNECTION WITH ANY COLLATERAL OR ANY LIEN CREATED HEREUNDER OF THEREUNDER OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE
WHATSOEVER BETWEEN OR AMONG THE PARENT GUARANTOR, THE BORROWER, THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS OF ANY KIND OR NATURE
ARISING OUT OF THIS AGREEMENT, THE NOTES, OR ANY OTHER LOAN DOCUMENT OR THE FEE LETTER OR IN CONNECTION WITH ANY COLLATERAL OR ANY LIEN
CREATED HEREUNDER OR THEREUNDER.


 






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(b)      EACH
OF THE PARENT GUARANTOR, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE
SOUTHERN DISTRICT OF NEW YORK OR, AT THE OPTION OF THE ADMINISTRATIVE AGENT, ANY STATE COURT LOCATED IN NEW YORK, NEW YORK SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG THE PARENT GUARANTOR, THE BORROWER, THE ADMINISTRATIVE
AGENT OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE LOAN AND THE NOTES OR ANY OTHER LOAN DOCUMENT OR
THE FEE LETTER OR TO ANY MATTER ARISING HEREFROM OR THEREFROM OR ANY COLLATERAL. THE PARENT GUARANTOR, THE BORROWER AND EACH OF THE LENDERS
EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS. EACH OF THE PARENT
GUARANTOR AND THE BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND
AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
IT AT ITS ADDRESS FOR NOTICES PROVIDED FOR HEREIN. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES
NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF ANY ACTION
BY THE ADMINISTRATIVE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH
FORUM IN ANY OTHER APPROPRIATE JURISDICTION.


 


(c)       THE
PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES
THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOAN AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS AND THE
TERMINATION OF THIS AGREEMENT.


 


Section 13.6      
Successors and Assigns.


 


(a)        Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise
transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative
Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of the immediately following subsection (b), (ii) by way of participation
in accordance with the provisions of the immediately following subsection (d) or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of the immediately following subsection (e) (and, subject to the last sentence of the immediately
following subsection (b), any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby, Participants to the extent provided in the immediately following subsection (d) and, to the extent
expressly contemplated hereby, the Related Parties of the Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.


 






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(b)       Assignments
by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of the Loans at the time owing to it); provided that any such assignment
shall be subject to the following conditions:


 


(i)       Minimum
Amounts.


 


(A)      in
the case of an assignment of the entire remaining amount of an assigning Lender’s Loans at the time owing to it, or in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)       in
any case not described in the immediately preceding subsection (A), the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall
not be less than $10,000,000 in the case of any assignment in respect of a Loan, unless each of the Administrative Agent and the Borrower
otherwise consents in its sole discretion; provided, however, that if, after giving effect to such assignment, the outstanding principal
balance of the Loans of such assigning Lender, as applicable, would be less than $10,000,000 in the case of a Loan, then such assigning
Lender shall assign the entire amount of its Loans at the time owing to it.


 


(ii)      Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement with respect to the Loan assigned, except that this clause (ii) shall not prohibit any Lender
from assigning all or a portion of its rights and obligations among separate Loans on a non-rata basis.


 


(iii)     Required
Consents. No consent shall be required for any assignment except to the extent required by clause (i)(B) of this subsection (b)
and, in addition:


 


(A)      the
consent of the Borrower (such consent not to be unreasonably withheld or delayed (it being agreed that the Borrower’s withholding
of consent to an assignment that would result in (i) the Borrower’s having to pay amounts under Section 3.10 as a result
of the admission of an assignee or (ii) the admission of an assignee that refuses to receive confidential information subject to the confidentiality
requirements set forth herein shall in each case be deemed to be reasonable)) shall be required unless (x) a Default or Event of
Default shall exist at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved
Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice
to the Administrative Agent within ten (10) Business Days after having received notice thereof; and


 






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(B)       the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect
of a Loan to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund.


 


(iv)     Assignment
and Acceptance; Notes. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $4,500 (or $7,500 in the event that such transferor Lender is a Defaulting Lender) for
each assignment (which fee the Administrative Agent may, in its sole discretion, elect to waive), and the assignee, if it is not a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire. If requested by the transferor Lender or the assignee, upon
the consummation of any assignment, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements
so that (i) to the extent requested by the assignee or transferor Lender, new Notes are issued to the assignee and such transferor Lender,
as appropriate and (ii) any Notes held by the transferor Lender are promptly returned to the Borrower for cancellation (and, to the extent
not so returned, the Borrower shall be entitled to receive a customary indemnity agreement of the type described in Section 2.11(c)(ii)(A)
from such transferor Lender).


 


(v)      No
Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates
or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or to any Person who, upon becoming a Lender hereunder,
would constitute any of the foregoing Persons described in this clause (B).


 


(vi)     No
Assignment to Natural Persons. No such assignment shall be made to a natural person or a holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of, a natural person.


 


(vii)    Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder
(and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its
Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender
hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such
interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 






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Subject to acceptance and recording thereof by
the Administrative Agent pursuant to the immediately following subsection (c), from and after the effective date specified in each
Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and,
in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.4, 13.2
and 13.10 and the other provisions of this Agreement and the other Loan Documents as provided in Section 13.11 with
respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise
expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any
party hereunder arising from that Lender having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with the immediately following subsection (d).


 


(c)        Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Principal Office
a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Loans of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative
Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.


 






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(d)        Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of, a natural Person, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a
 “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of the Loans owing to it); provided that (i) such Lender’s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Except as
otherwise provided in Section 13.4 or as otherwise expressly stated herein, no Participant shall have any rights or
benefits under this Agreement or any other Loan Document. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to (x) extend the date on which any scheduled payment of principal on
the Loans or portions thereof owing to such Lender is to be made, (y) reduce the rate at which interest is payable thereon
(other than a waiver of default interest and changes in calculation of the Leverage Ratio that may indirectly affect pricing) or
(z) release all or substantially all of the Collateral (except as contemplated by Sections 8.14 or 8.15),
all or substantially all of the Covenant Relief Collateral (except as contemplated by Section 8.16) or all or
substantially all of the Guarantors from their obligations under the Guaranty (except as contemplated by Sections 8.14
or 8.15) or release the Parent Guarantor from its obligations under the Guaranty, in each case, as applicable to that portion
of such Lender’s rights and/or obligations that are subject to the participation. The Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.10, 5.1, 5.4 (subject to the requirements and limitations
therein, including the requirements under Section 3.10(g) (it being understood that the documentation required under Section 3.10(g)
shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the
provisions of Section 5.6 as if it were an assignee under subsection (b) of this Section; and (B) shall not be entitled
to receive any greater payment under Sections 5.1 or 3.10, with respect to any participation, than its
participating Lender would have been entitled to receive. Each Lender that sells a participation agrees, at the Borrower’s
request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.6,
with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 13.4
as though it were a Lender; provided that such Participant agrees to be subject to Section 3.3 as though it were
a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower,
maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of
each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in any
commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such
disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under
Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the
Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register.


 


(e)        Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that
no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto.


 


(f)        No
Registration. Each Lender agrees that, without the prior written consent of the Borrower and the Administrative Agent, it will
not make any assignment hereunder in any manner or under any circumstances that would require registration or qualification of, or
filings in respect of, any Loan or Note under the Securities Act or any other securities laws of the United States of America or of
any other jurisdiction.


 






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(g)        USA
Patriot Act Notice; Compliance. In order for the Administrative Agent to comply with “know your customer” and anti-money
laundering rules and regulations, including without limitation, the Patriot Act, prior to any Lender that is organized under the laws
of a jurisdiction outside of the United States of America becoming a party hereto, the Administrative Agent may request, and such Lender
shall provide to the Administrative Agent, its name, address, tax identification number and/or such other identification information as
shall be necessary for the Administrative Agent to comply with federal law.


 


Section 13.7       Amendments
and Waivers.


 


(a)        Generally.
Except as otherwise expressly provided in this Agreement, (i) any consent or approval required or permitted by this Agreement or
in any Loan Document to be given by the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document may
be amended, (iii) the performance or observance by the Borrower or any other Loan Party of any terms of this Agreement or such other
Loan Document may be waived, and (iv) the continuance of any Default or Event of Default may be waived (either generally or in a
particular instance and either retroactively or prospectively) with, but only with, the written consent of the Requisite Lenders (or
the Administrative Agent at the written direction of the Requisite Lenders), and, in the case of an amendment to any Loan Document, the
written consent of each Loan Party which is party thereto.


 


(b)        Unanimous
Consent. Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by each of the Lenders
directly and adversely affected thereby (or the Administrative Agent at the written direction of such Lenders), do any of the following:


 


(i)       increase
or extend the Commitments of the Lenders (excluding any increase as a result of an assignment of Commitments permitted under Section 13.6)
or subject the Lenders to any additional obligations except for any increases contemplated under Section 2.16;


 


(ii)      reduce
the principal of, or interest rates that have accrued or that will be charged (subject to the last sentence of Section 13.7(f))
on the outstanding principal amount of, the Loan or other Obligations (other than a waiver of default interest and changes in calculation
of the Leverage Ratio that may indirectly affect pricing); provided, however, that only the written consent of the Requisite Lenders
shall be required (x) for the waiver of interest payable at the Post-Default Rate, retraction of the imposition of interest at the Post-Default
Rate and amendment of the definition of “Post-Default Rate” and (y) to amend any financial covenant hereunder (or any defined
term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable
hereunder;


 


(iii)     reduce
the amount of any Fees payable to the Lenders hereunder;


 






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(iv)     postpone
any date on which a scheduled payment of principal of the Loan, any Fees or any other Obligations, is to be made;


 


(v)      change
the definitions of Commitment Percentage or Pro Rata Share or amend or otherwise modify the provisions of Section 3.2;


 


(vi)     amend
subsection (a) or this subsection (b) of this Section 13.7;


 


(vii)    modify
the definition of the term “Requisite Lenders” or modify in any other manner that reduces the number or percentage of the
Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof;


 


(viii)   release
(A) all or substantially all of the Subsidiary Guarantors from their obligations under the Guaranty (except as contemplated by Section 8.14
or 8.15) or release the Parent Guarantor from its obligations under the Guaranty, or (B) all or substantially all of the value
of the Collateral (except as contemplated by Sections 8.15 or 13.7(g)) or all or substantially all of the Covenant Relief
Collateral (except as contemplated by Sections 8.16 or 13.7(g));


 


(ix)      waive
a Default or Event of Default under Section 11.1(a); or


 


(x)       amend,
or waive the Borrower’s compliance with, Section 2.15; or.


 


(c)        Non-Consenting
Lenders. If any Lender (a “Non-Consenting Lender”) does not consent to a proposed amendment, waiver, consent or release
with respect to any Loan Document that requires the consent of each Lender or each Lender directly affected thereby and that has been
approved by the Requisite Lenders, the Borrower may replace such Non-Consenting Lender in accordance with Section 5.6; provided
that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together
with all other such assignments required by the Borrower to be made pursuant to this subsection (c)).


 


(d)        Permitted
Amendments. Notwithstanding anything to the contrary contained herein, Loan Modification Offers and Permitted Amendments (as
hereinafter defined) shall be permitted in accordance with this subsection (d), regardless of the preceding provisions of this Section
13.7. The Borrower may make one or more offers (each, a “Loan Modification Offer”) to all the Lenders to make one or
more Permitted Amendments (as defined below). Permitted Amendments shall become effective only with respect to the portions of the
Loan held by the Lenders that accept the applicable Loan Modification Offer (such Lenders, the “Accepting Lenders”). The
Borrower and each Accepting Lender shall execute and deliver to the Administrative Agent a loan modification agreement (a
 “Loan Modification Agreement”) and such other documentation as the Administrative Agent shall reasonably specify to
evidence the acceptance of the Permitted Amendments and the terms and conditions thereof. In connection with any Loan Modification
Offer, the Borrower may, at its sole option, repay the portions of the Loans, held by one or more of the Lenders that are not
Accepting Lenders. Additionally, to the extent the Borrower has elected to repay the portions of the Loans of such Lenders, it may
request any other financial institution (with the consent of the Administrative Agent, such consent not to be unreasonably
conditioned, delayed or withheld) to make loans on the terms set forth in such Loan Modification Offer in an amount not to exceed
the amount of the portions of the Loan repaid pursuant to the preceding sentence. The Administrative Agent shall promptly notify
each Lender as to the effectiveness of each Loan Modification Agreement. Each of the parties hereto hereby agrees that, upon the
effectiveness of any Loan Modification Agreement, this Agreement shall be deemed amended to the extent (but only to the extent)
necessary to reflect the existence and terms of the Permitted Amendment evidenced thereby and only with respect to the portions of
the Loan of the Accepting Lenders, it being understood that all borrowings and repayments of the Loan will be made pro rata among
all Lenders; provided that to the extent any Permitted Amendment extends the final maturity of the portion of the Loan held by the
Accepting Lenders, the applicable portion of the Loan and related Obligations of Lenders that are not Accepting Lenders may be
repaid on the Maturity Date (as applicable) on a non-ratable basis with the portion of the Loan of the Accepting Lenders.
 “Permitted Amendments” shall be an extension of the scheduled maturity of the portion of the Loan of the Accepting
Lenders, together with any one or more of the following: (i) a change in rate of interest (including a change to the Applicable
Margin and/or a provision establishing a minimum rate), premium, fees or other amount with respect to the portion of the Loan of the
Accepting Lenders (in each case effective after the scheduled maturity of the Loan), (ii) additional fees to the Accepting Lenders
and (iii) such other amendments to this Agreement and the other Loan Documents as shall be appropriate, in the judgment of the
Administrative Agent, to give effect to the foregoing Permitted Amendments.


 






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(e)        Amendment
of Administrative Agent’s Duties, Etc. No amendment, waiver or consent unless in writing and signed by the Administrative
Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of the Administrative
Agent under this Agreement or any of the other Loan Documents. Any amendment, waiver or consent with respect to any Loan Document
that (i) diminishes the rights of a Specified Derivatives Provider in a manner or to an extent dissimilar to that affecting the
Lenders or (ii) increases the liabilities or obligations of a Specified Derivatives Provider shall, in addition to the Lenders
required hereinabove to take such action, require the consent of the Lender that is (or having an Affiliate that is) such Specified
Derivatives Provider. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or
disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent
of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders),
except that (x) the Commitments of any Defaulting Lender may not be increased, reinstated or extended without the written consent of
such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender
that by its terms affects any Defaulting Lender more adversely than other affected Lenders in any material respect shall require the
written consent of such Defaulting Lender. No waiver shall extend to or affect any obligation not expressly waived or impair any
right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific
purpose set forth therein. No course of dealing or delay or omission on the part of the Administrative Agent or any Lender in
exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any Event of Default occurring hereunder
shall continue to exist until such time as such Event of Default is waived in writing in accordance with the terms of this Section,
notwithstanding any attempted cure or other action by the Borrower, any other Loan Party or any other Person subsequent to the
occurrence of such Event of Default. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to
or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. It is
understood and agreed that, after giving effect to the Eighth Amendment to Term Loan Agreement effective as of the Amendment No. 8
Effective Date (the “Eighth Amendment”), based on the Compliance Certificate delivered with respect to the
March 31, 2020 test date, the Borrower and the Parent Guarantor were in compliance with Section 10.1(f) as set
forth herein, and no Default or Event of Default under Section 10.1(f) shall be deemed to have occurred based on the
ratio of Unencumbered Adjusted NOI to Unsecured Interest Expense as of the March 31, 2020 test date, and to the extent any
Event of Default previously existed as a result of a breach of such ratio under this Agreement prior to giving effect to the Eighth
Amendment, such Default or Event of Default is expressly waived in writing in accordance with the terms of this Section.


 






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(f)         Technical
Amendments. Notwithstanding anything to the contrary in this Section 13.7, if the Administrative Agent and the Borrower
have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or an inconsistency between provisions
of this Agreement, the Administrative Agent and the Borrower shall be permitted to amend such provision or provisions to cure such ambiguity,
omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interests of the Lenders. Any such amendment
shall become effective without any further action or consent of any of other party to this Agreement. Notwithstanding anything to the
contrary in this Section 13.7, the Administrative Agent and the Borrower may, without the consent of any Lender, (x) enter into
amendments or modifications to this Agreement or any of the other Loan Documents or (y) enter into additional Loan Documents, in each
case, as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or otherwise effectuate
the terms of Exhibit J in accordance with the terms of Exhibit J.


 


(g)        Release
of Collateral. The Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent, as applicable, and
the Administrative Agent shall, or shall cause the Collateral Agent, as applicable, to release
any Liens granted to the Administrative Agent or the Collateral Agent, as applicable, by a Loan Party on any Collateral, any
Covenant Relief Collateral (i) on the date on which all of the Obligations have been indefeasibly paid and performed in full (other
than (1) contingent indemnification obligations that have not been asserted and (2) to the extent arrangements reasonably
satisfactory to a Specified Derivatives Provider under a Specified Derivatives Contract have been entered into, Specified
Derivatives Obligations under such Specified Derivatives Contract), (ii) as required to effect any sale or other disposition of such
Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Section 11.2,
(iii) upon the occurrence of a Collateral Release Date in accordance with the terms and conditions of Sections 8.14 and 8.15
or upon the occurrence of the Covenant Relief Pledged Collateral Release Date in accordance with the terms and conditions of Section 8.16,
or (iv) to the extent provided for in the Covenant Relief Intercreditor Agreement. Any such release shall not in any manner
discharge, affect, or impair the Obligations or any Liens (other than those expressly being
released) upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party, including the proceeds of
any sale, all of which shall continue to constitute part of the Collateral so long as a Collateral Period is then in effect. The
Administrative Agent agrees, and is hereby authorized by the Lenders, promptly after the Borrower requests and at the
Borrower’s sole cost and expense, to furnish (and to cause the Collateral Agent, as applicable, to furnish) to the Borrower
any release, termination or other agreement or document evidencing the foregoing release as may be reasonably requested by the
Borrower, and which release, termination or other agreement or document shall be in form and substance reasonably acceptable to the
Administrative Agent, and to deliver to the Borrower any portion of such Collateral or the Covenant Relief Collateral so released
that is in the Administrative Agent’s or the Collateral Agent’s possession, as applicable.


 






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Section 13.8       Nonliability
of Administrative Agent and Lenders.


 


The relationship between the
Borrower, on the one hand, and the Lenders and the Administrative Agent, on the other hand, shall be solely that of borrower and lender.
The Administrative Agent, each Lender and their Affiliates (collectively, the “Lender Parties”) may have economic interests
that conflict with those of the Loan Parties, their stockholders and partners  and/or their Affiliates. No Lender Party shall have
any fiduciary responsibilities to the Borrower or any other Loan Party and no provision in this Agreement or in any of the other Loan
Documents, and no course of dealing between or among any of the parties hereto, shall be deemed to create any fiduciary duty owing by
the Administrative Agent or any Lender Party to any Lender, the Borrower, any Subsidiary or any other Loan Party. No Lender Party undertakes
any responsibility to the Borrower to review or inform the Borrower of any matter in connection with any phase of the Borrower’s
business or operations.


 


Section 13.9       Confidentiality.


 


Except as otherwise
provided by Applicable Law, the Administrative Agent and each Lender agrees that it shall not disclose and treat confidentially all
non-public information furnished by the Borrower or on its behalf pursuant to the requirements of this Agreement or otherwise in
connection with any requested amendment, waiver or modification of the Loan Documents but in any event may make disclosure:
(a) to any of their respective Affiliates (provided any such Affiliate shall agree to keep such information confidential in
accordance with the terms of this Section or terms at least as restrictive as the terms of this Section); (b) as reasonably
requested by any bona fide Assignee, Participant or other permitted transferee in connection with the contemplated transfer of
any Commitment, Loan or participations therein as permitted hereunder (provided they shall agree to keep such information
confidential in accordance with the terms of this Section); (c) to any actual or prospective counterparty (or its advisors) to any
swap or derivatives transaction relating to the Borrower and its obligations (provided they shall agree to keep such information
confidential in accordance with the terms of this Section); (d) as required or requested by any Governmental Authority or
representative thereof or pursuant to legal process or in connection with any legal proceedings or as otherwise required by
Applicable Law (in which case, such Person shall, to the extent permitted by law, inform the Borrower promptly in advance thereof);
(e) to the Administrative Agent’s or such Lender’s independent auditors and other professional advisors (provided
they shall be notified of the confidential nature of the information and are or have been advised of their obligation to keep
information of this type confidential); (f) if an Event of Default exists, to any other Person, in connection with the exercise
by the Administrative Agent or the Lenders (or Specified Derivatives Provider) of rights hereunder or under any of the other Loan
Documents (or under any Specified Derivatives Contract) or any action or proceeding relating to any Loan Documents (or any Specified
Derivatives Contract) or the enforcement of rights hereunder or thereunder; (g) to the extent such information (x) becomes
publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent or
any Lender on a nonconfidential basis from a source other than the Borrower or any Affiliate of the Borrower; (h) to the extent
requested by, or required to be disclosed to, any nationally recognized rating agency or regulatory or similar authority (including
any self-regulatory authority, such as the National Association of Insurance Commissioners) having or purporting to have
jurisdiction over it; (i) to bank trade publications, such information to consist of deal terms and other information customarily
found in such publications; (j) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the
issuance and monitoring of CUSIP numbers with respect to the Loan Documents; (k) to any other party hereto; and (l) with the consent
of the Borrower. Notwithstanding the foregoing, the Administrative Agent and each Lender may disclose any such confidential
information, without notice to the Borrower or any other Loan Party, to Governmental Authorities in connection with any regulatory
examination of the Administrative Agent or such Lender or in accordance with the regulatory compliance policy of the Administrative
Agent or such Lender. As used in this Section, the term “Information” means all information received from the Borrower,
any other Loan Party, any other Subsidiary or Affiliate relating to any Loan Party or any of their respective businesses, other than
any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by
the Borrower, any other Loan Party, any other Subsidiary or any Affiliate.


 






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Section 13.10     Indemnification.


 


(a)         Each
of the Parent Guarantor and the Borrower shall and hereby agrees to indemnify, defend and hold harmless the Administrative Agent,
any Affiliate of the Administrative Agent, each of the Lenders and their respective Related Parties (each referred to herein as an
 “Indemnified Party”) from and against any and all of the following (collectively, the “Indemnified Costs”):
losses, costs, claims, damages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without
limitation, amounts paid in settlement, court costs and the reasonable and documented out-of-pocket fees and disbursements of one
primary counsel to the Indemnified Parties, one specialty counsel to the Indemnified Parties in each relevant specialty, one local
counsel to the Indemnified Parties in each relevant local jurisdiction, in each case selected by the Administrative Agent, and in
the case of an actual or perceived conflict of interest, one additional counsel to the affected Indemnified Parties that are
similarly situated in each relevant jurisdiction, incurred in connection with any litigation, investigation, claim or proceeding or
any advice rendered in connection therewith, but excluding losses, costs, claims, damages, liabilities, deficiencies, judgments or
expenses indemnification in respect of which is specifically covered by Section 3.10 or 5.1 or expressly excluded
from the coverage of such Sections) incurred by an Indemnified Party in connection with, arising out of, or by reason of, any suit,
cause of action, claim, arbitration, investigation or settlement, consent decree or other proceeding (the foregoing referred to
herein as an “Indemnity Proceeding”) which is in any way related directly or indirectly to: (i) this Agreement or
any other Loan Document or the transactions contemplated thereby; (ii) the making of the Loan; (iii) any actual or
proposed use by the Borrower of the proceeds of the Loan; (iv) the Administrative Agent’s or any Lender’s entering
into this Agreement; (v) the fact that the Administrative Agent and the Lenders have established the credit facility evidenced
hereby in favor of the Borrower; (vi) the fact that the Administrative Agent and the Lenders are creditors of the Borrower and
have or are alleged to have information regarding the financial condition, strategic plans or business operations of the Borrower
and the Subsidiaries; (vii) the fact that the Administrative Agent and the Lenders are material creditors of the Borrower and
are alleged to influence directly or indirectly the business decisions or affairs of the Borrower and the Subsidiaries or their
financial condition; (viii) the exercise of any right or remedy the Administrative Agent or the Lenders may have under this
Agreement or the other Loan Documents; (ix) any civil penalty or fine assessed by OFAC against, and all costs and expenses
(including counsel fees and disbursements) incurred in connection with defense thereof by, the Administrative Agent or any Lender as
a result of conduct of the Borrower, any other Loan Party or any other Subsidiary that violates a sanction administered or enforced
by OFAC; (x) the presence of any Hazardous Materials in, on, under or around any of the Properties; or (xi) any violation or
non-compliance by the Parent Guarantor, the Borrower or any Subsidiary of any Applicable Law (including any Environmental Law)
including, but not limited to, any Indemnity Proceeding commenced by (A) the Internal Revenue Service or state taxing authority
or (B) any Governmental Authority or other Person under any Environmental Law, including any Indemnity Proceeding commenced by
a Governmental Authority or other Person seeking remedial or other action to cause the Parent Guarantor, the Borrower or their
Subsidiaries (or its respective properties) to be in compliance with such Environmental Laws; provided, however, that neither the
Parent Guarantor nor the Borrower shall be obligated to indemnify any Indemnified Party for (I) any acts or omissions of such
Indemnified Party in connection with matters described in this subsection to the extent arising from the gross negligence, bad faith
or willful misconduct of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable
judgment, (II) amounts in respect of taxes, deductions, withholdings or other governmental charges excluded from the definition of
 “Taxes” pursuant to Section 3.10(a), (III) Indemnified Costs to the extent arising directly out of or resulting
directly from claims of one or more Indemnified Parties against another Indemnified Party (except in connection with claims or
disputes (x) relating to whether conditions to any Credit Event have been satisfied or (y) with respect to a Defaulting Lender or
the determination of whether a Lender is a Defaulting Lender), (IV) a material breach by such Indemnified Party of its obligations
under the Loan Documents, as determined by a court of competent jurisdiction in a final, non-appealable judgment, and (V) yield
maintenance matters to the extent otherwise addressed in Section 5.1.


 






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(b)        The
Parent Guarantor’s and the Borrower’s indemnification obligations under this Section shall apply to all Indemnity Proceedings
arising out of, or related to, the foregoing whether or not an Indemnified Party is a named party in such Indemnity Proceeding. In this
connection, this indemnification shall cover all costs and expenses of any Indemnified Party in connection with any deposition of any
Indemnified Party or compliance with any subpoena (including any subpoena requesting the production of documents). This indemnification
shall, among other things, apply to any Indemnity Proceeding commenced by other creditors of the Parent Guarantor or the Borrower or
any Subsidiary, any shareholder of the Borrower or any Subsidiary (whether such shareholder(s) are prosecuting such Indemnity Proceeding
in their individual capacity or derivatively on behalf of the Parent Guarantor or the Borrower), any account debtor of the Borrower or
any Subsidiary or by any Governmental Authority.


 


(c)        This
indemnification shall apply to any Indemnity Proceeding arising during the pendency of any bankruptcy proceeding filed by or against
the Borrower and/or any Subsidiary.


 


(d)        All
out of pocket fees and expenses of, and all amounts paid to third persons by, an Indemnified Party shall be advanced by the Parent
Guarantor and the Borrower at the request of such Indemnified Party notwithstanding any claim or assertion by the Parent Guarantor
and the Borrower that such Indemnified Party is not entitled to indemnification hereunder upon receipt of an undertaking by such
Indemnified Party that such Indemnified Party will reimburse the Borrower if it is actually and finally determined by a court of
competent jurisdiction that such Indemnified Party is not so entitled to indemnification hereunder.


 


(e)        An
Indemnified Party may conduct its own investigation and defense of, and may formulate its own strategy with respect to, any Indemnity
Proceeding covered by this Section and, as provided above, all costs and expenses incurred by such Indemnified Party shall be reimbursed
by the Parent Guarantor and the Borrower. No action taken by legal counsel chosen by an Indemnified Party in investigating or defending
against any such Indemnity Proceeding shall vitiate or in any way impair the obligations and duties of the Borrower hereunder to indemnify
and hold harmless each such Indemnified Party; provided, however, that (i) if the Parent Guarantor and the Borrower are required
to indemnify an Indemnified Party pursuant hereto and (ii) the Parent Guarantor and the Borrower have provided evidence reasonably
satisfactory to such Indemnified Party that the Parent Guarantor and the Borrower have the financial wherewithal to reimburse such Indemnified
Party for any amount paid by such Indemnified Party with respect to such Indemnity Proceeding, such Indemnified Party shall not settle
or compromise any such Indemnity Proceeding without the prior written consent of the Borrower (which consent shall not be unreasonably
withheld or delayed).


 


(f)         If
and to the extent that the obligations of the Parent Guarantor and the Borrower hereunder are unenforceable for any reason, each of the
Parent Guarantor and the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations
which is permissible under Applicable Law.


 


(g)        The
Parent Guarantor’s and the Borrower’s obligations hereunder shall survive any termination of this Agreement and the other
Loan Documents and the payment in full in cash of the Obligations, and are in addition to, and not in substitution of, any of the other
obligations set forth in this Agreement or any other Loan Document to which it is a party.


 


Section 13.11     Termination;
Survival.


 


At such time as (a) all
of the Commitments have been terminated, (b)  none of the Lenders is obligated any longer under this Agreement to make any Loan and
(c) all Obligations (other than obligations which survive as hereafter provided in this Section 13.11 and contingent indemnification
obligations that have not been asserted) have been paid and satisfied in full, this Agreement shall terminate. Promptly following such
termination, each Lender shall promptly return to the Borrower any Note issued to such Lender. The provisions of Sections 3.10,
5.1, 5.4 and 13.5, the indemnities to which the Administrative Agent and the Lenders are entitled under Sections
12.6, 13.2, 13.10 and any other provision of this Agreement and the other Loan Documents shall continue in full force
and effect and shall protect the Administrative Agent and the Lenders (i) notwithstanding any termination of this Agreement, or of
the other Loan Documents, against events arising after such termination as well as before and (ii) at all times after any such party
ceases to be a party to this Agreement with respect to all matters and events existing on or prior to the date such party ceased to be
a party to this Agreement. Upon the Borrower’s request, the Administrative Agent agrees to deliver to the Borrower, at the Borrower’s
sole cost and expense, written confirmation of the foregoing termination.


 






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Section 13.12     Severability of Provisions.


 


If any provision under this
Agreement or the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid or unenforceable, that provision
shall be deemed severed from the Loan Documents, and the validity, legality and enforceability of the remaining provisions shall remain
in full force as thought the invalid, illegal, or unenforceable provision had never been part of the Loan Documents.


 


Section 13.13    GOVERNING
LAW.


 


THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN
SUCH STATE.


 


Section 13.14    Counterparts.


 


To facilitate execution, this
Agreement and any amendments, waivers, consents or supplements may be executed in any number of counterparts as may be convenient or required
(which may be effectively delivered by facsimile, in portable document format (“PDF”) or other similar electronic means).
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 document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf
of, each of the parties hereto.


 


Section 13.15    Obligations
with Respect to Loan Parties.


 


The obligations of the Borrower
to direct or prohibit the taking of certain actions by the other Loan Parties and Subsidiaries as specified herein shall be absolute and
not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties or Subsidiaries.


 


Section 13.16     Independence
of Covenants.


 


All covenants hereunder shall
be given in any jurisdiction independent effect so that if a particular action or condition is not permitted by any of such covenants,
the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or condition exists.


 


Section 13.17     Limitation
of Liability.


 


None of the
Administrative Agent or any Lender, or any of their respective Related Parties shall have any liability with respect to, and the
Borrower hereby waives, releases, and agrees not to sue any of them upon, any claim for any special, indirect, incidental, or
consequential or punitive damages suffered or incurred by the Borrower in connection with, arising out of, or in any way related to,
this Agreement, any of the other Loan Documents or the Fee Letter, or any of the transactions contemplated by this Agreement or any
of the other Loan Documents. The Borrower hereby waives, releases, and agrees not to sue the Administrative Agent or any Lender or
any of the Administrative Agent’s or any Lender’s Affiliates, officers, directors, employees, attorneys, or agents for
punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Agreement, any of the
other Loan Documents, the Fee Letter, or any of the transactions contemplated by this Agreement or financed hereby.


 






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Section 13.18     Entire
Agreement.


 


This Agreement, the Notes,
the other Loan Documents and the Fee Letter embody the final, entire agreement among the parties hereto and supersede any and all prior
commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and thereof
and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties
hereto. To the extent any term of this Agreement is inconsistent with a term of any other Loan Document to which the parties of this Agreement
are party, the term of this Agreement shall control to the extent of such inconsistency. There are no oral agreements among the parties
hereto.


 


Section 13.19     Construction.


 


The Administrative Agent,
the Borrower and each Lender acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded
an opportunity to review this Agreement and the other Loan Documents with its legal counsel and that this Agreement and the other Loan
Documents shall be construed as if jointly drafted by the Administrative Agent, the Borrower and each Lender.


 


Section 13.20     Headings.


 


The paragraph and section
headings in this Agreement are provided for convenience of reference only and shall not affect its construction or interpretation.


 


Section 13.21     Acknowledgement
and Consent to Bail-In of Affected Financial Institutions.


 


Notwithstanding anything to
the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may
be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(a)         the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)         the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)       a
reduction in full or in part or cancellation of any such liability;


 


(ii)      a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this
Agreement or any other Loan Document; or


 


(iii)     the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 






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Section 13.22     Acknowledgement
Regarding Any Supported QFCs.


 


To the extent that the Loan Documents provide
support, through a guarantee or otherwise, for Derivatives Contracts or any other agreement or instrument that is a QFC (such support,
 “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect
to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the
Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States
or any other state of the United States):


 


In the event a Covered Entity that is party to
a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such
QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be
effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such
QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state
of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S.
Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit
Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could
be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United
States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the
parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


 






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[SIGNATURE PAGES ON FILE WITH
THE ADMINISTRATIVE AGENT]


 






     


     


    

 


SCHEDULE I


 


LENDERS AND COMMITMENTS


 


	Lenders	 	 
Commitment
	 
	Wells Fargo Bank, National Association	 	$	41,250,000	 
	PNC Bank, National Association	 	$	41,250,000	 
	Capital One, N.A.	 	$	41,250,000	 
	BBVA USA	 	$	20,625,000	 
	Regions Bank	 	$	30,000,000	 
	Royal Bank of Canada	 	$	20,000,000	 
	Truist Bank (f/ka Branch Banking and Trust Company)	 	$	10,000,000	 
	Raymond James Bank, N.A.	 	$	20,625,000	 
	 	 	 	 	 
	Total Commitments	 	$	225,000,000	 




 






     


     


    

 


SCHEDULE II


 




PREPAYMENT WATERFALL


 


For purposes of this Schedule II, the capitalized
terms “Revolving Credit Commitments, “Revolving Credit Loans” and,
 “Outstanding Amount”, “Tranche A-1 Term Loans” and
 “Tranche A-2 Term Loans” shall have the meanings given to such terms in the Revolving Credit Agreement.


 


	Mandatory Prepayment	Application of Proceeds 
	Section 2.8(b)(iv)(B) with respect to Net Proceeds of Equity Issuances	
    ·    To the extent the Outstanding Amount of Revolving Credit Loans is zero: 100% of Net Proceeds go to the Borrower.

     

    ·    To the extent the Outstanding Amount of Revolving Credit Loans is greater than zero: Borrower shall elect either (i) to use 100%
of Net Proceeds (or any portion thereof) to make an acquisition or investment pursuant to Section 10.12(b)(vii) or (ii) to apply the
funds (or any portion not used pursuant to the preceding clause (i)) as a prepayment of the outstanding principal balance of the Revolving
Credit Loans in accordance with the Equity Issuance Repayment Waterfall.

     

    “Equity Issuance Repayment
    Waterfall” shall mean the application of Net Proceeds of an Equity Issuance (i) first, to the outstanding principal balance
    of the Revolving Credit Loans (without any associated reduction of the Revolving Credit Commitments) in an amount required to reduce the
    outstanding principal balance of the Revolving Credit Loans to $200,000,000, if applicable, (ii) second, to the Borrower in an
    amount equal to 25% of the remaining Net Proceeds following the prepayment of the Revolving Credit Loans, if any, pursuant to the foregoing
    clause (i), (iii) third, to the outstanding principal balance of the Revolving Credit Loans (without any associated reduction of
    the Revolving Credit Commitments) until fully repaid, and (iv) fourth, to the Borrower.;
    provided, however, that all requirements to pay the Revolving Credit Loans pursuant to this definition shall be subject to the Borrower’s
    option to repay Qualified Earlier Maturing Indebtedness (including 2022 CMBS Secured Indebtedness) as provided under Section 2.8(b)(iv)(D).

     

	Section 2.8(b)(iv)(A) with respect to Net Proceeds of unsecuredUnsecured Indebtedness  (including any exercise of the “accordion” feature in Section 2.16 of the Revolving Credit Agreement or Section 2.16 of the Capital One Term Loan Agreement), but excluding any Permitted 2021 HY Debt  	100% of Net Proceeds shall be applied in accordance with the BB Property Payment Waterfall (defined below).



 






     


     


    

 


	Section 2.8(b)(iv)(A) with respect to Net Proceeds of Indebtedness constituting Permitted 2021 HY Debt	
    The
    Net Proceeds of any Permitted 2021 HY Debt shall be applied as follows:

     

    (a)       100%
    of such Net Proceeds up to $250,000,000 shall be applied by the Borrower as a ratable repayment of the Pari Passu Bank Debt Term Loans
    (other than the Tranche A-2 Term Loan), in each case, based on the outstanding principal amount of such Indebtedness; provided, however,
    that the requirements of this clause (a) shall be subject to the Borrower’s option to repay Qualified Earlier Maturing Indebtedness
    (including 2022 CMBS Secured Indebtedness) as provided under Section 2.8(b)(iv)(D);

     

    (b)       100%
    of such Net Proceeds in excess of the $250,000,000 applied pursuant to clause (a) above, in an amount up to an additional $250,000,000
    to be applied pursuant to this clause (b), shall be applied by the Borrower as follows: 

    (i)
    sixty percent (60%) of such Net Proceeds shall be applied to the ratable repayment of the Pari Passu Bank Debt Term Loans (other than
    the Tranche A-2 Term Loan), in each case, based on the outstanding principal amount of such Indebtedness; provided, however, that the
    requirements of this clause (b)(i) shall be subject to the Borrower’s option to repay Qualified Earlier Maturing Indebtedness (including
    2022 CMBS Secured Indebtedness) as provided under Section 2.8(b)(iv)(D); and 

    (ii)
    forty percent (40%) of such Net Proceeds may be retained by the Borrower;

     

    (c)       100%
    of such Net Proceeds in excess of the $500,000,000 applied pursuant to clauses (a) and (b) above, in an amount up to an additional $250,000,000
    to be applied pursuant to this clause (c), shall be applied by Borrower as follows: 

    (i)
    fifty percent (50%) of such Net Proceeds shall be applied to the ratable repayment of the Pari Passu Bank Debt Term Loans (other than
    the Tranche A-2 Term Loans), in each case, based on the outstanding principal amount of such Indebtedness; (and, following the repayment
    in full of the Tranche A-1 Term Loans, the Loan and the Indebtedness under the Capital One Term Loan Agreement, towards repayment of the
    Tranche A-2 Term Loans); provided, however, that the requirements of this clause (c)(i) shall be subject to the Borrower’s option
    to repay Qualified Earlier Maturing Indebtedness (including 2022 CMBS Secured Indebtedness) as provided under Section 2.8(b)(iv)(D); and
    

    (ii)
    fifty percent (50%) of such Net Proceeds may be retained by the Borrower; and 

     

    (d)       100%
    of such Net Proceeds in excess of the $750,000,000 applied pursuant to clauses (a), (b) and (c) above, shall be applied by Borrower as
    follows:

    (i)
    twenty five percent (25%) of such Net Proceeds shall be applied to the ratable repayment of the Pari Passu Bank Debt Term Loans (other
    than the Tranche A-2 Term Loans), in each case, based on the outstanding principal amount of such Indebtedness; (and, following the repayment
    in full of the Tranche A-1 Term Loans, the Loan and the Indebtedness under the Capital One Term Loan Agreement, towards repayment of the
    Tranche A-2 Term Loans); provided, however, that the requirements of this clause (d)(i) shall be subject to the Borrower’s option
    to repay Qualified Earlier Maturing Indebtedness (including 2022 CMBS Secured Indebtedness) as provided under Section 2.8(b)(iv)(D): and
    

    (ii)
    seventy five percent (75%) of such Net Cash Proceeds may be retained by the Borrower.

     




 






     


     


    

 


	Section 2.8(b)(iv)(A) with respect to Net Proceeds of Indebtedness secured by a Lien on non-Borrowing Base Properties or other assets (other than Borrowing Base Properties)	
    100% of Net Proceeds shall be applied in accordance
    with the General Repayment Waterfall.

     

    “General Repayment Waterfall”
    shall mean the application of Net Proceeds (i) first, to the outstanding principal balance of the Revolving Credit Loans (without
    any associated reduction of the Revolving Credit Commitments) in an amount required to reduce the outstanding principal balance of the
    Revolving Credit Loans to $200,000,000, if applicable, (ii) second, to the Borrower in an amount equal to 25% of the remaining
    Net Proceeds following the prepayment of the Revolving Credit Loans, if any, pursuant to the foregoing clause (i), (iii) third,
    to the outstanding principal balance of the Revolving Credit Loans (without any associated reduction of the Revolving Credit Commitments)
    until fully repaid, (iv) fourth, ratably to the Loan and the Pari Passu Bank
    Debt (other than the Revolving CreditTerm
    Loans)  based on the outstanding principal amount of the Loan and the Pari Passu Bank
    Debt (other than the Revolving Credit Loans) until fully repaid, and (v) fifth,
    to Borrower.; provided, however,
    that all requirements to pay the Loan and the Pari Passu Bank Debt pursuant to this definition shall be subject to the Borrower’s
    option to repay Qualified Earlier Maturing Indebtedness as provided under Section 2.8(b)(iv)(D).

     

	Section 2.8(b)(iv)(C) with respect Net Proceeds of Asset Dispositions of Borrowing Base Properties	
    100% of Net Proceeds shall be applied (i) first,
    ratably to the outstanding principal balance of the Loan and the Pari Passu Bank
    Debt (other than the Revolving CreditTerm
    Loans)  based on the outstanding principal amount of each of the Loan and the Pari Passu
    Bank Debt (other than the Revolving
    Credit Loans) until fully paid, (ii) second, to the outstanding principal amount of the Revolving Credit Loans
    (without any associated reduction of Revolving Credit Commitments) until fully paid and (iii) third, to the Borrower (the “BB
    Property Prepayment Waterfall”).;
    provided, however, that all requirements to pay the Loan and the Pari Passu Bank Debt pursuant to this definition shall be subject to
    the Borrower’s option to repay Qualified Earlier Maturing Indebtedness as provided under Section 2.8(b)(iv)(D).

     

	Section 2.8(b)(iv)(C) with respect to Asset Dispositions of non-Borrowing Base Properties	
    100% of Net Proceeds shall be applied in accordance
    with the General Repayment Waterfall.

     

	Section 2.8(b)(iv)(C) with respect to Net Proceeds of Casualty and Insurance Events relating to Borrowing Base Properties	
    To the extent Borrower elects not to use such
    Net Proceeds to repair or rebuild in accordance with Section 2.8(b)(iv)(C):

     

    100% of Net Proceeds shall be applied in accordance
    with the BB Property Prepayment Waterfall.

     

	Section 2.8(b)(iv)(C) with respect to Net Proceeds of Casualty and Insurance Events not relating to Borrowing Base Properties	
    To the extent Borrower elects not to use such
    Net Proceeds to repair or rebuild in accordance with Section 2.8(b)(iv)(C):

     

    100% of Net Proceeds shall be applied in accordance
    with the General Repayment Waterfall.

     

	Section 2.8(b)(iv)(C) with respect to Net Proceeds of all other Asset Dispositions not relating to Borrowing Base Properties or non-Borrowing Base Properties	
    100% of Net Proceeds shall be applied in accordance
    with the General Repayment Waterfall.

     



 






     


     


    

 


exhibit
a


 


form of
assignment and assumption agreement


 


This Assignment and Assumption
Agreement (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by
and between [the][each]1 Assignor identified in item 1 below
([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder
are several and not joint.]4 Capitalized terms used but not
defined herein shall have the meanings given to them in the Term Loan Agreement identified below (as amended, the “Term Loan
Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption
as if set forth herein in full.


 


For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby
irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms
and Conditions and the Term Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all
of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities
as Lenders] under the Term Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors]
under the Term Loan, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any
other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against
any Person, whether known or unknown, arising under or in connection with the Term Loan Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including,
but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related
to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by [the][any] Assignor.


 


	1.	Assignor[s]:	 	 



 


	 	 	 	 



	 	[Assignor [is] [is not]
a Defaulting Lender]	 	 



 


	2.	Assignor[s]:	 	 


 


 






1
For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor,
choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.


 


2 For bracketed
language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed
language. If the assignment is to multiple Assignees, choose the second bracketed language.


 


3 Select
as appropriate.


 


4 Include
bracketed language if there are either multiple Assignors or multiple Assignees.


 






    A-1


     


    

 


	 	[for each Assignee,
indicate [Affiliate][Approved Fund] of [identify Lender]]	 



 


	3.	Borrower(s):	RLJ Lodging Trust, L.P.



 


	4.	Administrative Agent:	Wells Fargo Bank, National Association, as the administrative agent under the Term Loan Agreement



 


	5.	Term Loan Agreement:	The $225,000,000 Term Loan Agreement dated as of November 20, 2012 among RLJ Lodging Trust, L.P., RLJ Lodging Trust, the Lenders parties
thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other agents parties thereto, as amended, restated,
supplemented or otherwise modified from time to time



 


	6.	Assigned Interest[s]:	 



 


	 	Assignor[s]5	 	 	 	Assignee[s]6	 	 	Aggregate

    Amount of 

    Loans for all 

    Lenders	 	 	Amount
                                            of

                                            Loans

                                            Assigned8	 	 	 	Percentage
                                            Assigned of 
 Loans7	 	 	CUSIP

    Number
	 	 	 	 	 	 	 	 	$	 	 	$	 	 	 		%	 	 
	 	 	 	 	 	 	 	 	$	 	 	$	 	 	 		%	 	 
	 	 	 	 	 	 	 	 	$	 	 	$	 	 	 		%	 	 



 


	[7.	Trade Date:	______________] 8



 


[Page break]


 





 



5
List each Assignor, as appropriate.


 


6 List each
Assignee, as appropriate.


 


7 Set forth,
to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder.


 


8 To be completed
if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date.


 






    A-2


     


    

 


Effective Date: _____________ ___, 20___ [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The terms set forth in this Assignment and Assumption
Agreement are hereby agreed to:


 


	 	ASSIGNOR[S]
    9
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	                  
	 	Name:
	 	Title:
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	ASSIGNEE[S]
    10
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	Name:
	 	Title:



 





 



9 Add additional
signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


 


10 Add additional
signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable).


 






    A-3


     


    

 


	[Consented to and]
    11 Accepted:	 
	 	 
	WELLS FARGO BANK,
    NATIONAL ASSOCIATION, as Administrative Agent	 
	 	 
	By:	                   	 
	Name:	 
	Title:	 
	 	 
	[Consented to:]
    12	 
	 	 
	[NAME OF RELEVANT
    PARTY]	 
	 	 
	By:		 
	Name:	 
	Title:	 



 





 



 


11 To be
added only if the consent of the Administrative Agent is required by the terms of the Term Loan Agreement.


 


12 To be
added only if the consent of the Borrower and/or other parties is required by the terms of the Term Loan Agreement. See Section 13.6
of Term Loan Agreement.


 






    A-4


     


    

 


ANNEX 1


 


RLJ LODGING TRUST, L.P.


 


STANDARD TERMS AND CONDITIONS FOR


ASSIGNMENT AND ASSUMPTION


 


1.       Representations
and Warranties.


 


1.1       Assignor[s].
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest,
(ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and (iv) it is [not] a Defaulting Lender13; and (b)
assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Term Loan
Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the
Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any
other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries
or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2. Assignee[s]. [The][Each]
Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver
this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Term Loan Agreement,
(ii) it meets all the requirements to be an Eligible Assignee as defined in the Term Loan Agreement (subject to such consents, if any,
as may be required under such definition), (iii) from and after the Effective Date specified for this Assignment and Assumption, it shall
be bound by the provisions of the Term Loan Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest,
shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented
by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is
experienced in acquiring assets of such type, (v) it has received a copy of the Term Loan Agreement, and has received or has been accorded
the opportunity to receive copies of the financial statements referenced in Section 7.1(k) thereof or of the most recent financial
statements delivered pursuant to Section 9.1 or 9.2 thereof, as applicable, and such other documents and information
as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such]
Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to the terms of the Term Loan Agreement, duly completed and
executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any]
Assignor 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 the Loan Documents, and (ii) it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


 






13 Complete
as applicable.


 






    A-5


     


    

 


2.
Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned
Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have
accrued prior to, on or after the Effective Date specified for this Assignment and Assumption. The Assignor[s] and the Assignee[s] shall
make all appropriate adjustments in payments by the Administrative Agent for periods prior to such Effective Date or with respect to the
making of this assignment directly between themselves.


 


3. General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors
and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery
of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed
in accordance with, the law of the State of New York.


 






    A-6


     


    

 



 


EXHIBIT B


 


FORM OF NOTICE OF BORROWING


 


____________, 20___


 


Wells
Fargo Bank, National Association, as Administrative Agent


Commercial Real Estate Loan Services


600 South 4th St., 8th Floor,


Minneapolis, MN 55415


Telephone: (612) 667-1098


Attn: Marsha Rouch


 


Ladies and Gentlemen:


 


Reference is made to that
certain Term Loan Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time,
the “Term Loan Agreement”), by and among RLJ Lodging Trust, L.P. (the “Borrower”), RLJ Lodging Trust, the financial
institutions party thereto and their assignees under Section 13.6 thereof (the “Lenders”), Wells Fargo Bank, National
Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given them in the Term Loan Agreement.


 


		1.	Pursuant to Section 2.1(b) of the Term Loan Agreement, the Borrower hereby requests that the Lenders
make a Loan to the Borrower in an aggregate principal amount equal to $___________________.



 


		2.	The Borrower requests that such Loan be made available to the Borrower on ____________, 20___.



 


		3.	The Borrower hereby requests that the requested Loan be of the following Type:



 


[Check one
box only]


 


		ž	Base Rate Loans



		ž	LIBOR Daily Loans



		ž	LIBOR Loans, each with an initial Interest Period for a duration of:



 


[Check one box
only]


 


	 	ž	1
month
	 	ž	
3 months
	 	ž	
6 months


 


		4.	The proceeds of this borrowing of the Loan will be used for purposes that are consistent with the terms
of Sections 8.8 and 10.11 of the Term Loan Agreement.



 


		5.	The Borrower requests that the proceeds of this borrowing of the Loan be made available to the Borrower
by ________________________.



 






    B-1


     


    

 


The Borrower hereby
certifies to the Administrative Agent and the Lenders that as of the date hereof and as of the date of the making of the requested Loan
and after giving effect thereto, (a) no Default or Event of Default exists or shall exist, and no violation of the limits described
in Section 2.15. would occur after giving effect thereto, and (b) the representations and warranties made or deemed made by
the Parent Guarantor, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party are true and correct
in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation
and warranty shall be true and correct in all respects), except to the extent (x) that such representations
and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and
correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation
and warranty shall have been true and correct in all respects) on and as of such earlier date) and (y) of
changes in factual circumstances permitted by the Loan Documents. In addition, the Borrower certifies to the Administrative Agent and
the Lenders that all conditions to the making of the requested Loan contained in Article VI. of the Term Loan Agreement will have
been satisfied (or waived in accordance with the applicable provisions of the Loan Documents) at the time such Loan is made (it being
understood that the Borrower makes no representation as to whether any condition that by its terms is subject to the satisfaction of the
Administrative Agent has been satisfied).


 


IN WITNESS WHEREOF, the undersigned
has duly executed and delivered this Notice of Borrowing as of the date first written above.


 


	 	RLJ
    Lodging Trust, L.P.
	 	 
	 	By: RLJ
    Lodging Trust, its sole general partner
	 	 
	 	 	By:	       
	 	 	 	Name:	 
	 	 	 	Title:	 




 






    B-2


     


    

 


EXHIBIT C


 


FORM OF NOTICE OF CONTINUATION


 


____________, 20___


 


Wells
Fargo Bank, National Association, as Administrative Agent


Commercial Real Estate Loan Services


600 South 4th St., 8th Floor,


Minneapolis, MN 55415


Telephone: (612) 667-1098


Attn: Marsha Rouch


 


Ladies and Gentlemen:


 


Reference is made to that
certain Term Loan Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time,
the “Term Loan Agreement”), by and among RLJ Lodging Trust, L.P. (the “Borrower”), RLJ Lodging Trust, the financial
institutions party thereto and their assignees under Section 13.6 thereof (the “Lenders”), Wells Fargo Bank, National
Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given them in the Term Loan Agreement.


 


Pursuant to Section 2.9
of the Term Loan Agreement, the Borrower hereby requests a Continuation of a borrowing of LIBOR Loans under the Term Loan Agreement, and
in that connection sets forth below the information relating to such Continuation as required by such Section of the Term Loan Agreement:


 


		1.	The proposed date of such Continuation is ____________, 20___.



 


		2.	The aggregate principal amount of the LIBOR Loans subject to the requested Continuation is $________________________
and was originally borrowed by the Borrower on ____________, 20___.



 


		3.	The portion of such principal amount subject to such Continuation is $__________________________.



 


		4.	The current Interest Period for each of the LIBOR Loans subject to such Continuation ends on ________________,
20___.



 






    C-1


     


    

 


		5.	The duration of the new Interest Period for each such Loans or portion thereof subject to such Continuation
is:



 


[Check one box
only]


 





	 	ž	1
month
	 	ž	
3 months
	 	ž	
6 months


 


The Borrower hereby certifies
to the Administrative Agent and the Lenders that as of the date hereof and as of the date of the requested Continuation and after giving
effect thereto, no Default or Event of Default exists or shall exist.


 


IN WITNESS WHEREOF, the undersigned
has duly executed and delivered this Notice of Continuation as of the date first written above.


 





	 	RLJ
    Lodging Trust, L.P.
	 	 
	 	By: RLJ
    Lodging Trust, its sole general partner
	 	 
	 	 	By:	       
	 	 	 	Name:	 
	 	 	 	Title:	 


 






    C-2


     


    

 


EXHIBIT D


 


FORM OF NOTICE OF CONVERSION


 


____________, 20___


 


Wells
Fargo Bank, National Association, as Administrative Agent


Commercial Real Estate Loan Services


600 South 4th St., 8th Floor,


Minneapolis, MN 55415


Telephone: (612) 667-1098


Attn: Marsha Rouch


 


Ladies and Gentlemen:


 


Reference is made to that
certain Term Loan Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time,
the “Term Loan Agreement”), by and among RLJ Lodging Trust, L.P. (the “Borrower”), RLJ Lodging Trust, the financial
institutions party thereto and their assignees under Section 13.6. thereof (the “Lenders”), Wells Fargo Bank, National
Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given them in the Term Loan Agreement.


 


Pursuant to Section 2.10
of the Term Loan Agreement, the Borrower hereby requests a Conversion of a borrowing of Loans of one Type into Loans of another Type under
the Term Loan Agreement, and in that connection sets forth below the information relating to such Conversion as required by such Section
of the Term Loan Agreement:


 


		1.	The proposed date of such Conversion is ______________, 20___.



 


		2.	The Loans to be Converted pursuant hereto are currently:



 


	 	[Check one box only]	ž	Base Rate Loans
	 	 	ž	
LIBOR
Daily Loans
	 	 	ž	
LIBOR
Loans


 


		3.	The aggregate principal amount of the Loans subject to the requested Conversion is $_____________________
and was originally borrowed by the Borrower on ____________, 20___.



 


		4.	The portion of such principal amount subject to such Conversion is $___________________.



 






    D-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]


 


		ž	Base Rate Loans



		ž	LIBOR Daily Loans



		ž	LIBOR Loans, each with an initial Interest Period for a duration of:



 


[Check one
box only]


 





	 	ž	1
month
	 	ž	
3 months
	 	ž	
6 months


 


The
Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof and as of the date of the requested
Conversion and after giving effect thereto, no Default or Event of Default exists or shall exist (provided the certification under this
clause shall not be made in connection with the Conversion of a LIBOR Loan into a Base Rate Loan).


 


IN WITNESS WHEREOF, the undersigned
has duly executed and delivered this Notice of Conversion as of the date first written above.


 





	 	RLJ
    Lodging Trust, L.P.
	 	 
	 	By: RLJ
    Lodging Trust, its sole general partner
	 	 
	 	 	By:	       
	 	 	 	Name:	 
	 	 	 	Title:	 


 






    D-2


     


    

 


EXHIBIT E


 


FORM OF GUARANTY


 


THIS GUARANTY dated as of
November 20, 2012, executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to
the execution and delivery of an Accession Agreement (as defined below) (all of the undersigned, together with such other Persons each
a “Guarantor” and collectively, the “Guarantors”) in favor of (a) Wells
Fargo Bank, National Association, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders
under that certain Term Loan Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time
to time, the “Term Loan Agreement”), by and among RLJ Lodging Trust, L.P. (the “Borrower”), RLJ Lodging Trust
(which is one of the “Guarantors”), the financial institutions party thereto and their assignees under Section 13.6.
thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, (b) the Lenders and (c) the Specified Derivatives
Providers (each individually, a “Guarantied Party” and collectively, the “Guarantied Parties”).


 


WHEREAS, pursuant to the Term
Loan Agreement, the Administrative Agent and the Lenders have agreed to make available to the Borrower certain financial accommodations
on the terms and conditions set forth in the Term Loan Agreement;


 


WHEREAS, the Specified Derivatives
Providers may from time to time enter into Specified Derivatives Contracts with the Borrower and/or any Subsidiary of the Borrower;


 


WHEREAS, the Borrower and
each of the Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their respective businesses
as an integrated operation and have determined it to be in their mutual best interests to obtain financing from the Administrative Agent
and the Lenders, and to enter into Specified Derivatives Contracts, through their collective efforts;


 


WHEREAS, each Guarantor acknowledges
that it will receive direct and indirect benefits from the Administrative Agent and the Lenders making such financial accommodations available
to the Borrower under the Term Loan Agreement and from the Specified Derivatives Providers under the Specified Derivatives Contracts and,
accordingly, each Guarantor is willing to guarantee the Borrower’s obligations to the Administrative Agent and the Lenders on the
terms and conditions contained herein; and


 


WHEREAS, each Guarantor is
owned and controlled by the Borrower, owns and controls the Borrower, or is otherwise an Affiliate of the Borrower;


 


WHEREAS, each Guarantor’s
execution and delivery of this Guaranty is a condition to the Administrative Agent and the Lenders making, and continuing to make, such
financial accommodations to the Borrower.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor agrees as follows:


 






    E-1


     


    

 


Section 1.
Guaranty. Each Guarantor hereby absolutely, irrevocably and unconditionally guaranties the due and punctual payment and performance
when due, whether at stated maturity, by acceleration or otherwise, of all of the following (collectively referred to as the “Guarantied
Obligations”): (a) all indebtedness, liabilities, obligations, covenants and duties owing by the Borrower or any other Loan
Party to the Administrative Agent or any other Guarantied Party under or in connection with the Term Loan Agreement or any other Loan
Document, including without limitation, the repayment of all principal of the Loan, and the payment of all interest, fees, charges, reasonable
attorneys’ fees and other amounts payable to the Administrative Agent or any other Guarantied Party thereunder (including, to the
extent permitted by Applicable Law, interest, Fees and other amounts that would accrue and become due after the filing of a case or other
proceeding under the Bankruptcy Code (as defined below) or other similar Applicable Law but for the commencement of such case or proceeding,
whether or not such amounts are allowed or allowable in whole or in part in such case or proceeding); (b) all Specified Derivatives Obligations;
(c) all other Obligations; (d) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing,
and (e) all expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by the
Administrative Agent or any of the other Guarantied Parties in the enforcement of any of the foregoing or any obligation of such Guarantor
hereunder.


 


Section 2. Guaranty
of Payment and Not of Collection. This Guaranty is a guaranty of payment, and not of collection, and a debt of each Guarantor for
its own account. Accordingly, none of the Administrative Agent or the other Guarantied Parties shall be obligated or required before enforcing
this Guaranty against any Guarantor: (a) to pursue any right or remedy the Guarantied Parties may have against the Borrower, any
other Loan Party or any other Person or commence any suit or other proceeding against the Borrower, any other Loan Party or any other
Person in any court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of the Borrower, any other Loan Party
or any other Person; or (c) to make demand of the Borrower, any other Loan Party or any other Person or to enforce or seek to enforce
or realize upon any collateral security held by the Administrative Agent or any other Guarantied Party which may secure any of the Guarantied
Obligations.


 


Section 3. Guaranty
Absolute. Each Guarantor guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the documents
evidencing the same, regardless of any Applicable Law now or hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Administrative Agent or the other Guarantied Parties with respect thereto. The liability of each Guarantor under this Guaranty
shall be absolute, irrevocable and unconditional in accordance with its terms and shall remain in full force and effect without regard
to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever,
subject to the termination provisions in Section 20, including without limitation, the following (whether or not such Guarantor consents
thereto or has notice thereof):


 


(a)       (i) any
change in the amount, interest rate or due date or other term of any of the Guarantied Obligations, (ii) any change in the
time, place or manner of payment of all or any portion of the Guarantied Obligations, (iii) any amendment or waiver of, or
consent to the departure from or other indulgence with respect to, the Term Loan Agreement, any other Loan Document, any Specified
Derivatives Contract, or any other document, instrument or agreement evidencing or relating to any Guarantied Obligations, or
(iv) any waiver, renewal, extension, addition, or supplement to, or deletion from, or any other action or inaction under or in
respect of, the Term Loan Agreement, any of the other Loan Documents, , any Specified Derivatives Contract, or any other documents,
instruments or agreements relating to the Guarantied Obligations or any other instrument or agreement referred to therein or
evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing;


 






    E-2


     


    

 


(b)       any
lack of validity or enforceability of the Term Loan Agreement, any of the other Loan Documents, any Specified Derivatives Contract, or
any other document, instrument or agreement referred to therein or evidencing any Guarantied Obligations or any assignment or transfer
of any of the foregoing;


 


(c)       any
furnishing to the Administrative Agent or the other Guarantied Parties of any security for any of the Guarantied Obligations, or any sale,
exchange, release or surrender of, or realization on, any collateral securing any of the Guarantied Obligations;


 


(d)       any
settlement or compromise of any of the Guarantied Obligations, any security therefor, or any liability of any other party with respect
to any of the Guarantied Obligations, or any subordination of the payment of any of the Guarantied Obligations to the payment of any other
liability of the Borrower or any other Loan Party;


 


(e)       any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Guarantor,
the Borrower, any other Loan Party or any other Person, or any action taken with respect to this Guaranty by any trustee or receiver,
or by any court, in any such proceeding;


 


(f)        any
act or failure to act by the Borrower, any other Loan Party or any other Person which may adversely affect such Guarantor’s subrogation
rights, if any, against any Loan Party or any other person to recover payments made under this Guaranty;


 


(g)       any
nonperfection or impairment of any security interest or other Lien on any collateral securing in any way any of the Guarantied Obligations;


 


(h)       any
application of sums paid by the Borrower, any other Loan Party or any other Person with respect to the liabilities of the Borrower to
the Administrative Agent or the other Guarantied Parties, regardless of what liabilities of the Borrower remain unpaid;


 


(i)         any
defect, limitation or insufficiency in the borrowing powers of the Borrower or in the exercise thereof;


 


(j)         any
defense, set-off, claim or counterclaim (other than indefeasible payment and performance in full) which may at any time be available to
or be asserted by the Borrower, any other Loan Party or any other Person against the Administrative Agent or any of the other Guarantied
Parties;


 


(k)        any
change in the corporate existence, structure or ownership of the Borrower or any other Loan Party;


 


(l)         any
statement, representation or warranty made or deemed made by or on behalf of the Borrower, any Guarantor or any other Loan Party under
any Loan Document, Specified Derivatives Contract or any amendment hereto or thereto, proves to have been incorrect or misleading in any
respect; or


 






    E-3


     


    

 


(m)       any
other circumstance which might otherwise constitute a defense available to, or a discharge of, a Guarantor hereunder (other than indefeasible
payment and performance in full).


 


Section 4. Action
with Respect to Guarantied Obligations. The Administrative Agent and the other Guarantied Parties may, at any time and from time to
time, without the consent of, or notice to, any Guarantor, and without discharging any Guarantor from its obligations hereunder, take
any and all actions described in Section 3. and may otherwise: (a) amend, modify, alter or supplement the terms of any of the
Guarantied Obligations, including, but not limited to, extending or shortening the time of payment of any of the Guarantied Obligations
or changing the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter or supplement the Term
Loan Agreement, any other Loan Document or any Specified Derivatives Contract; (c) sell, exchange, release or otherwise deal with
all, or any part, of any collateral securing any of the Guarantied Obligations; (d) release any Loan Party or other Person liable
in any manner for the payment or collection of any of the Guarantied Obligations; (e) exercise, or refrain from exercising, any rights
against the Borrower, any other Loan Party or any other Person; and (f) apply any sum, by whomsoever paid or however realized, to
the Guarantied Obligations in such order as the Administrative Agent and the other Guarantied Parties shall elect.


 


Section 5. Representations
and Warranties. Each Guarantor hereby makes to the Administrative Agent and the other Guarantied Parties all of the representations
and warranties made by the Parent Guarantor or the Borrower with respect to or in any way relating to such Guarantor in the Term Loan
Agreement and the other Loan Documents, as if the same were set forth herein in full.


 


Section 6. Covenants.
Each Guarantor will comply with all covenants with which the Parent Guarantor or the Borrower is to cause such Guarantor to comply under
the terms of the Term Loan Agreement or any of the other Loan Documents.


 


Section 7. Waiver.
Each Guarantor, to the fullest extent permitted by Applicable Law, hereby waives notice of acceptance hereof or any presentment, demand,
protest or notice of any kind, and any other act or thing, or omission or delay to do any other act or thing, which in any manner or to
any extent might vary the risk of such Guarantor or which otherwise might operate to discharge such Guarantor from its obligations hereunder.


 


Section 8. Inability
to Accelerate Loan. If the Administrative Agent and/or the other Guarantied Parties are prevented under Applicable Law or otherwise
from demanding or accelerating payment of any of the Guarantied Obligations by reason of any automatic stay or otherwise, the Administrative
Agent and/or the other Guarantied Parties shall be entitled to receive from each Guarantor, upon demand therefor, the sums which otherwise
would have been due had such demand or acceleration occurred.


 


Section 9. Reinstatement
of Guarantied Obligations. If claim is ever made on the Administrative Agent or any of the other Guarantied Parties for
repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantied Obligations, and the
Administrative Agent or such other Guarantied Party repays all or part of said amount by reason of (a) any judgment, decree or
order of any court or administrative body of competent jurisdiction, or (b) any settlement or compromise of any such claim
effected by the Administrative Agent or such other Guarantied Party with any such claimant (including the Borrower or a trustee in
bankruptcy for the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or
compromise shall be binding on it, notwithstanding any revocation hereof or the cancellation of the Term Loan Agreement, any of the
other Loan Documents, any Specified Derivatives Contract or any other instrument evidencing any liability of the Borrower, and such
Guarantor shall be and remain liable to the Administrative Agent or such other Guarantied Party for the amounts so repaid or
recovered to the same extent as if such amount had never originally been paid to the Administrative Agent or such other Guarantied
Party.


 






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Section 10. Subrogation.
Upon the making by any Guarantor of any payment hereunder for the account of any other Loan Party, such Guarantor shall be subrogated
to the rights of the payee against such Loan Party; provided, however, that such Guarantor shall not enforce any right or receive any
payment by way of subrogation or otherwise take any action in respect of any other claim or cause of action such Guarantor may have against
such Loan Party arising by reason of any payment or performance by such Guarantor pursuant to this Guaranty, unless and until all of the
Guarantied Obligations have been indefeasibly paid and performed in full. If any amount shall be paid to such Guarantor on account of
or in respect of such subrogation rights or other claims or causes of action, such Guarantor shall hold such amount in trust for the benefit
of the Administrative Agent and the other Guarantied Parties and shall forthwith pay such amount to the Administrative Agent to be credited
and applied against the Guarantied Obligations, whether matured or unmatured, in accordance with the terms of the Term Loan Agreement
or to be held by the Administrative Agent as collateral security for any Guarantied Obligations existing.


 


Section 11. Payments
Free and Clear. Section 3.10. of the Term Loan Agreement shall be applicable, mutatis mutandis, to all payments required to be made
by any Guarantor under this Guaranty.


 


Section 12. Set-off.
In addition to any rights now or hereafter granted under any of the other Loan Documents, any Specified Derivatives Contract or Applicable
Law and not by way of limitation of any such rights, subject to Section 13.4. of the Term Loan Agreement, each Guarantor hereby authorizes
each Guarantied Party, each Affiliate of a Guarantied Party and each Participant, at any time while an Event of Default exists, without
any prior notice to such Guarantor or to any other Person, any such notice being hereby expressly waived, but in the case of a Guarantied
Party (other than the Administrative Agent), an Affiliate of a Guarantied Party (other than the Administrative Agent) or a Participant,
subject to receipt of the prior written consent of the Administrative Agent and the Requisite Lenders exercised in their sole discretion,
to set off and to appropriate and to apply any and all deposits (general or special, including, but not limited to, indebtedness evidenced
by certificates of deposit, whether matured or unmatured) and any other indebtedness at any time held or owing by a Guarantied Party,
an Affiliate of a Guarantied Party or such Participant, to or for the credit or the account of such Guarantor against and on account of
any of the Guarantied Obligations, although such obligations shall be contingent or unmatured. Each Guarantor agrees, to the fullest extent
permitted by Applicable Law, that any Participant may exercise rights of setoff or counterclaim and other rights with respect to its participation
as fully as if such Participant were a direct creditor of such Guarantor in the amount of such participation.


 


Section 13. Subordination.
Each Guarantor hereby expressly covenants and agrees for the benefit of the Administrative Agent and the other Guarantied Parties
that all obligations and liabilities of any other Loan Party to such Guarantor of whatever description, including without
limitation, all intercompany receivables of such Guarantor from any other Loan Party (collectively, the “Junior Claims”)
shall be subordinate and junior in right of payment to all Guarantied Obligations. During the continuance of an Event of Default, no
Guarantor shall accept any direct or indirect payment (in cash, property or securities, by setoff or otherwise) from any Loan Party
on account of or in any manner in respect of any Junior Claim until all of the Guarantied Obligations have been indefeasibly paid in
full.


 






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Section 14. Avoidance
Provisions. It is the intent of each Guarantor, the Administrative Agent and the other Guarantied Parties that in any Proceeding,
such Guarantor’s maximum obligation hereunder shall equal, but not exceed, the maximum amount which would not otherwise cause the
obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the other Guarantied
Parties) to be avoidable or unenforceable against such Guarantor in such Proceeding as a result of Applicable Law, including without limitation,
(a) Section 548 of the Bankruptcy Code and (b) any state fraudulent transfer or fraudulent conveyance act or statute applied
in such Proceeding, whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which the possible
avoidance or unenforceability of the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Administrative
Agent and the other Guarantied Parties) shall be determined in any such Proceeding are referred to as the “Avoidance Provisions”.
Accordingly, to the extent that the obligations of any Guarantor hereunder would otherwise be subject to avoidance under the Avoidance
Provisions, the maximum Guarantied Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount which,
as of the time any of the Guarantied Obligations are deemed to have been incurred under the Avoidance Provisions, would not cause the
obligations of any Guarantor hereunder (or any other obligations of such Guarantor to the Administrative Agent and the other Guarantied
Parties), to be subject to avoidance under the Avoidance Provisions. This Section is intended solely to preserve the rights of the Administrative
Agent and the other Guarantied Parties hereunder to the maximum extent that would not cause the obligations of any Guarantor hereunder
to be subject to avoidance under the Avoidance Provisions, and no Guarantor or any other Person shall have any right or claim under this
Section as against the Administrative Agent and the other Guarantied Parties that would not otherwise be available to such Person under
the Avoidance Provisions.


 


Section 15. Information.
Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition of the Borrower and the other
Loan Parties, and of all other circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations and the nature,
scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any
of the other Guarantied Parties shall have any duty whatsoever to advise any Guarantor of information regarding such circumstances or
risks.


 


Section 16. Governing
Law. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 17.
Waiver of jury trial.


 


(a)       EACH
PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG ANY GUARANTOR, THE ADMINISTRATIVE AGENT OR ANY OF THE
OTHER GUARANTIED PARTIES WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE
PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE OTHER GUARANTIED PARTIES, THE ADMINISTRATIVE AGENT AND
EACH GUARANTOR HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL
IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR BY
REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG ANY GUARANTOR, THE ADMINISTRATIVE AGENT OR ANY OF
THE OTHER GUARANTIED PARTIES OF ANY KIND OR NATURE RELATING TO ANY OF THE LOAN DOCUMENTS.


 






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(b)       EACH
OF THE GUARANTORS, THE ADMINISTRATIVE AGENT AND EACH OTHER GUARANTIED PARTY HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK AND ANY STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK SHALL HAVE JURISDICTION TO HEAR AND DETERMINE
ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY GUARANTOR, THE ADMINISTRATIVE AGENT OR ANY OF THE GUARANTIED PARTIES, PERTAINING DIRECTLY
OR INDIRECTLY TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM. EACH GUARANTOR AND EACH OF THE
GUARANTIED PARTIES EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS WITH
RESPECT TO SUCH CLAIMS OR DISPUTES. EACH OF THE GUARANTORS HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS
OR PAPERS ISSUED THEREIN, AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED
OR CERTIFIED MAIL ADDRESSED TO IT AT ITS ADDRESS FOR NOTICES PROVIDED HEREIN. EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW
OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN
INCONVENIENT FORUM AND EACH AGREES NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO
PRECLUDE THE BRINGING OF ANY ACTION BY ANY PARTY OR THE ENFORCEMENT BY ANY PARTY OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE
JURISDICTION.


 


(c)       THE
PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES
THEREOF, AND SHALL SURVIVE THE PAYMENT OF THE LOAN AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS AND THE TERMINATION
OF THIS GUARANTY.


 


Section 18. Loan Accounts.
The Administrative Agent and each other Guarantied Party may maintain books and accounts setting forth the amounts of principal, interest
and other sums paid and payable with respect to the Guarantied Obligations, and in the case of any dispute relating to any of the outstanding
amount, payment or receipt of any of the Guarantied Obligations or otherwise, the entries in such books and accounts shall be deemed conclusive
evidence of the amounts and other matters set forth herein, absent manifest error. The failure of the Administrative Agent or any other
Guarantied Party to maintain such books and accounts shall not in any way relieve or discharge any Guarantor of any of its obligations
hereunder.


 






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Section 19.
Waiver of Remedies. No delay or failure on the part of the Administrative Agent or any of the other Guarantied Parties in the exercise
of any right or remedy it may have against any Guarantor hereunder or otherwise shall operate as a waiver thereof, and no single or partial
exercise by the Administrative Agent or any of the other Guarantied Parties of any such right or remedy shall preclude any other or further
exercise thereof or the exercise of any other such right or remedy.


 


Section 20. Termination.
This Guaranty shall remain in full force with respect to each Guarantor until the earliest of the (x) the date on which all of the Guarantied
Obligations have been indefeasibly paid and performed in full (other than (1) contingent indemnification obligations that have not been
asserted and (2) to the extent arrangements reasonably satisfactory to a Specified Derivatives Provider under a Specified Derivatives
Contract have been entered into, Specified Derivatives Obligations under such Specified Derivatives Contract) or (y) solely with respect
to such Guarantor (but not any other Guarantor), release or termination of the obligations of such Guarantor hereunder in accordance with
the terms of the Term Loan Agreement, at which point this Guaranty shall (solely with respect to such Guarantor, in the case of clause
(y)), automatically terminate and have no further force and effect (other than any provisions of this Guaranty that expressly survive
the termination hereof). The Administrative Agent agrees to execute and deliver such documents as are reasonably requested in accordance
with Section 8.14. or Section 8.15. of the Term Loan Agreement, as applicable, by the Borrower or any such Guarantor to evidence
such termination or release, at the Borrower’s or such Guarantor’s sole cost and expense.


 


Section 21. Successors
and Assigns. Each reference herein to the Administrative Agent or any other the Guarantied Party shall be deemed to include such Person’s
respective successors and assigns (including, but not limited to, any holder of the Guarantied Obligations) in whose favor the provisions
of this Guaranty also shall inure, and each reference herein to each Guarantor shall be deemed to include such Guarantor’s successors
and assigns, upon whom this Guaranty also shall be binding. The Guarantied Parties may, in accordance with the applicable provisions of
the Term Loan Agreement, assign, transfer or sell any Guarantied Obligation, or grant or sell participations in any Guarantied Obligations,
to any Person without the consent of, or notice to, any Guarantor and without releasing, discharging or modifying any Guarantor’s
obligations hereunder. Subject to Section 13.9. of the Term Loan Agreement, each Guarantor hereby consents to the delivery by the
Administrative Agent or any other Guarantied Party to any Assignee or Participant (or any prospective Assignee or Participant) of any
financial or other information regarding the Borrower or any Guarantor. No Guarantor may assign or transfer its rights or obligations
hereunder to any Person without the prior written consent of the Administrative Agent and all other Guarantied Parties and any such assignment
or other transfer to which the Administrative Agent and all of the other Guarantied Parties have not so consented shall be null and void.


 


Section 22. Joint
and Several Obligations. the obligationS of the Guarantors HEREUNDER SHALL BE joint and several, and ACCORDINGLY, each Guarantor CONFIRMS
THAT IT is liable for the full amount of the “GUARANTiED Obligations” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH OF
THE OTHER gUARANTORS HEREUNDER.


 


Section 23. Amendments.
This Guaranty may not be amended except in a writing signed by the Requisite Lenders (or all of the Lenders if required under the
terms of the Term Loan Agreement), the Administrative Agent and each Guarantor subject to Section 13.17 of the Term Loan Agreement; provided, however,
that any Subsidiary Guarantor may be released hereunder in accordance with the terms of Section 8.14. or Section 8.15. of the
Term Loan Agreement, as applicable, and any Subsidiary may become a Guarantor hereunder by executing and delivering an Accession
Agreement in accordance with Section 8.14. of the Term Loan Agreement.


 






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Section 24. Payments.
All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative
Agent at the Principal Office, not later than 2:00 p.m. on the date of demand therefor.


 


Section 25. Notices.
All notices, requests and other communications hereunder shall be in writing (including facsimile or electronic transmission or similar
writing) and shall be given (a) to each Guarantor at its address set forth below its signature hereto, (b) to the Administrative
Agent or any other Guarantied Party at its respective address for notices provided for in the Term Loan Agreement or Specified Derivatives
Contract, as applicable, or (c) as to each such party at such other address as such party shall designate in a written notice to
the other parties. Each such notice, request or other communication shall be effective (i) if mailed, upon the first to occur of
receipt or the expiration of 3 days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address
of a Guarantor or Guarantied Party at the addresses specified; (ii) if telecopied or sent by electronic mail, when transmitted; or
(iii) if hand delivered or sent by overnight courier, when delivered; provided, however, that in the case of immediately
preceding clauses (i) through (iii), non-receipt of which the sending party was not notified or as the result of a refusal to accept delivery
shall be deemed receipt of such communication.


 


Section 26. Severability.
In case any provision of this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 27. Headings.
Section headings used in this Guaranty are for convenience only and shall not affect the construction of this Guaranty.


 


Section 28. Limitation
of Liability. Neither the Administrative Agent nor any of the other Guarantied Parties, nor any of their respective Related Parties,
shall have any liability with respect to, and each Guarantor hereby waives, releases, and agrees not to sue any of them upon, any claim
for any special, indirect, incidental, or consequential damages suffered or incurred by a Guarantor in connection with, arising out of,
or in any way related to, this Guaranty, any of the other Loan Documents, any Specified Derivatives Contract or any of the transactions
contemplated by this Guaranty, the Term Loan Agreement or any of the other Loan Documents, or any Specified Derivatives Contract. Each
Guarantor hereby waives, releases, and agrees not to sue the Administrative Agent, any other Guarantied Party or any of their respective
Related Parties, for punitive damages in respect of any claim in connection with, arising out of, or in any way related to, this Guaranty,
the Term Loan Agreement or any of the other Loan Documents, any Specified Derivatives Contract or any of the transactions contemplated
by Term Loan Agreement or financed thereby.


 


Section 29. Electronic
Delivery of Certain Information. Each Guarantor acknowledges and agrees that information regarding the Guarantor may be delivered
electronically pursuant to Section 9.5. of the Term Loan Agreement.


 






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Section 30. Right of
Contribution. The Guarantors hereby agree as among themselves that, if any Guarantor shall make an Excess Payment, such
Guarantor shall have a right of contribution from each other Guarantor in an amount equal to such other Guarantor’s
Contribution Share of such Excess Payment. The payment obligations of any Guarantor under this Section shall be subordinate and
subject in right of payment to the Guarantied Obligations until such time as the Guarantied Obligations have been indefeasibly paid
and performed in full, and none of the Guarantors shall exercise any right or remedy under this Section against any other Guarantor
until such Guarantied Obligations have been indefeasibly paid and performed in full. Subject to Section 10. of this Guaranty, this
Section shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have
under Applicable Law against any other Loan Party in respect of any payment of Guarantied Obligations. Notwithstanding the
foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor
shall cease to be a Guarantor in accordance with the applicable provisions of the Loan Documents.


 


Section 31. Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect
of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount
of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty,
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations
of each Qualified ECP Guarantor under this Section shall remain in full force and effect until termination of this Guaranty in accordance
with Section 20. hereof. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute,
a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II)
of the Commodity Exchange Act.


 


Section 32. Non-Recourse.
Notwithstanding anything that may be expressed or implied in this Guaranty or any document or instrument delivered in connection herewith
or otherwise, and notwithstanding the fact that DBT Met Hotel Venture, LP (“DBT LP”) and Knickerbocker Holding Partnership,
L.P. (“Knickerbocker LP”) may be limited partnerships, by its acceptance of the benefits of this Guaranty, the Administrative
Agent and each of the Guarantied Parties acknowledge and agree that no Non-Recourse Party has any obligation hereunder and that no recourse
shall be had hereunder or under any document or instrument delivered in connection herewith, or for any claim based on, in respect of,
or by reason of, such obligations or their creation, against, and no personal liability shall attach to, any Non-Recourse Party, through
the Administrative Agent or the Guarantied Parties or otherwise, whether by or through attempted piercing of the corporate veil, by or
through a claim by or on behalf of the Administrative Agent or the Guarantied Parties against any Non-Recourse Party, by the enforcement
of any assessment, by any legal or equity proceeding, by virtue of any applicable law, or otherwise. For the avoidance of doubt, Knickerbocker
LP is not a Guarantor as of the Amendment No. 7 Effective Date.


 


For purposes of this Section
32, “Non-Recourse Party” means any former, current and future equity holders, controlling persons, directors, officers,
employees, agents, affiliates, or general or limited partners of either (i) DBT LP (including without limitation, Highgate Oxford New
York II, LLC, a Delaware limited partnership, and its successors and affiliates) or (ii) Knickerbocker LP (including without limitation,
HH Knickerbocker Owner, L.P., a Delaware limited partnership, and its successors and affiliates), other than any Guarantor.


 






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Section 33. Definitions.
(a) For the purposes of this Guaranty:


 


“Accession Agreement”
means an Accession Agreement in the form of Annex I hereto or in such other form as may be approved by the Administrative Agent.


 


“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or
statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy,
insolvency or creditors’ rights.


 


“Contribution Share”
means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the
date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds
the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all
assets and other properties of the Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties)
of the Loan Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution
Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess
Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as
of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment.


 


“Excess Payment”
means the amount paid by any Guarantor in excess of its Ratable Share of any Guarantied Obligations.


 


“Proceeding”
means any of the following: (i) a voluntary or involuntary case concerning any Guarantor shall be commenced under the Bankruptcy
Code; (ii) a custodian (as defined in such Bankruptcy Code or any other applicable bankruptcy laws) is appointed for, or takes charge
of, all or any substantial part of the property of any Guarantor; (iii) any other proceeding under any Applicable Law, domestic or
foreign, relating to bankruptcy, insolvency, reorganization, winding-up or composition for adjustment of debts, whether now or hereafter
in effect, is commenced relating to any Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any order of
relief or other order approving any such case or proceeding is entered by a court of competent jurisdiction; (vi) any Guarantor makes
a general assignment for the benefit of creditors; (vii) any Guarantor shall fail to pay, or shall state that it is unable to pay,
or shall be unable to pay, its debts generally as they become due; (viii) any Guarantor shall call a meeting of its creditors with
a view to arranging a composition or adjustment of its debts; (ix) any Guarantor shall by any act or failure to act indicate its
consent to, approval of or acquiescence in any of the foregoing; or (x) any corporate action shall be taken by any Guarantor for
the purpose of effecting any of the foregoing.


 






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“Ratable
Share” means, for any Guarantor in respect of any payment of Guarantied Obligations, the ratio (expressed as a percentage)
as of the date of such payment of Guarantied Obligations of (i) the amount by which the aggregate present fair salable value of all
of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the
aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount of all of the
debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of
the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating the Ratable Shares of the
Guarantors in respect of any payment of Guarantied Obligations, any Guarantor that became a Guarantor subsequent to the date of any
such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for such Guarantor
as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such payment.


 


(b)       Terms
not otherwise defined herein are used herein with the respective meanings given them in the Term Loan Agreement.


 


[Signature on Next Page]


 






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       IN
WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as of the date and year first written above.


 


	 	GUARANTORS:




 


	 	RLJ LODGING TRUST,




	 	a Maryland real estate investment trust







 


	 	By:	
	 		Name:	 
	 		Title:	 




 


	 	[SUBSIDIARY GUARANTORS]




  





	 	By:	
	 		Name:	 
	 		Title:	 





 


	 	Address for Notices for all Guarantors:




 


	 	c/o RLJ Lodging Trust
	 	3 Bethesda Center
	 	Suite 1000

                                           Bethesda, MD 20814





	 	Attn:	




	 	Telecopy Number: 	




	 	Telephone Number: 	




 






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ANNEX I


 


FORM OF ACCESSION AGREEMENT


 


 


THIS ACCESSION AGREEMENT dated
as of ____________, 20__, executed and delivered by ______________________, a _____________ (the “New Guarantor”), in favor
of (a) Wells Fargo Bank, National Association, in its capacity as Administrative Agent
(the “Administrative Agent”) for its benefit and the benefit of the other Guarantied Parties (as defined in the Guaranty referred
to below) under that certain Term Loan Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified
from time to time, the “Term Loan Agreement”), by and among RLJ Lodging Trust, L.P. (the “Borrower”), RLJ Lodging
Trust, the financial institutions party thereto and their assignees under Section 13.6 thereof (the “Lenders”), the Administrative
Agent, and the other parties thereto, and (b) the Lenders (the “Guarantied Parties”).


 


WHEREAS, pursuant to the Term
Loan Agreement, the Administrative Agent and the Lenders have agreed to make available to the Borrower certain financial accommodations
on the terms and conditions set forth in the Term Loan Agreement and/or any Loan Document;


 


WHEREAS, the Specified Derivatives
Providers may from time to time enter into Specified Derivatives Contracts with the Borrower and/or any Subsidiary of the Borrower;


 


WHEREAS, the New Guarantor
is owned and controlled by the Borrower, or is otherwise an Affiliate of the Borrower;


 


WHEREAS, the Borrower, the
New Guarantor, and the existing Guarantors, though separate legal entities, are mutually dependent on each other in the conduct of their
respective businesses as an integrated operation and have determined it to be in their mutual best interests to obtain financing from
the Administrative Agent and the other Guarantied Parties through their collective efforts;


 


WHEREAS, the New Guarantor
acknowledges that it will receive direct and indirect benefits from the Administrative Agent and the other Guarantied Parties making such
financial accommodations available to the Borrower under the Term Loan Agreement and from the Specified Derivatives Providers entering
into Specified Derivatives Contracts and, accordingly, the New Guarantor is willing to guarantee the Borrower’s obligations to the
Administrative Agent and the Lenders on the terms and conditions contained herein; and


 


WHEREAS, the New Guarantor’s
execution and delivery of this Agreement is a condition to the Guarantied Parties’ continuing to make such financial accommodations
to the Borrower.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the New Guarantor, the New Guarantor agrees as
follows:


 


Section 1. Accession
to Guaranty. The New Guarantor hereby agrees that it is a “Guarantor” under that certain Guaranty dated as of
November 20, 2012 (as amended, supplemented, restated or otherwise modified from time to time, the “Guaranty”), made by
the Guarantors party thereto in favor of the Administrative Agent, for its benefit and the benefit of the other Guarantied Parties,
and assumes all obligations of a “Guarantor” thereunder and agrees to be bound thereby, all as if the New Guarantor had
been an original signatory to the Guaranty. Without limiting the generality of the foregoing, the New Guarantor hereby:


 


(a)       irrevocably
and unconditionally guarantees the due and punctual payment and performance when due, whether at stated maturity, by acceleration or otherwise,
of all Guarantied Obligations (as defined in the Guaranty);


 






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(b)       makes
to the Administrative Agent and the other Guarantied Parties as of the date hereof each of the representations and warranties contained
in Section 5. of the Guaranty and agrees to be bound by each of the covenants contained in Section 6. of the Guaranty; and


 


(c)       consents
and agrees to each provision set forth in the Guaranty.


 


SECTION 2. GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 3. Definitions.
Capitalized terms used herein and not otherwise defined herein shall have their respective defined meanings given them in the Term Loan
Agreement.





 


[Signatures on Next Page]


 






    E-15 


     


    

 


       IN
WITNESS WHEREOF, the New Guarantor has caused this Accession Agreement to be duly executed and delivered by its duly authorized officers
as of the date first written above.


 


	 	[NEW GUARANTOR]




 








	 	By:	
	 		Name:	 
	 		Title:	 








 


	 	Address for Notices:




 


	 	c/o RLJ Lodging Trust




	 	3 Bethesda Center

Suite 1000




	 	Bethesda, MD 20814







		Attn:	




	 	Telecopy Number: 	




	 	Telephone Number: 	










 


Accepted:


 


Wells
Fargo Bank, 

National Association, 

as Administrative Agent


 


	By:		 
		Name:	 	 
		Title:	 	 




  



    E-16 


     


    










 


EXHIBIT F


 


FORM OF NOTE


 


	$[_______________]	[_____________, 20__]




 


FOR VALUE RECEIVED, the undersigned,
RLJ Lodging Trust, L.P., a limited partnership formed under the laws of the State of Delaware (the “Borrower”), hereby unconditionally
promises to pay to the order of ____________________ (the “Lender”) or its registered assigns, in care of Wells
Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) at Wells
Fargo Bank, National Association, 600 South 4th St., 8th Floor, Minneapolis, MN 55415, or at such other address as may be specified
in writing by the Administrative Agent to the Borrower, the principal sum of ________________ AND ____/100 DOLLARS ($____________) (or
such lesser amount as shall equal the aggregate unpaid principal amount of the Loan made by the Lender to the Borrower under the Term
Loan Agreement (as herein defined)), on the dates and in the principal amounts provided in the Term Loan Agreement, and to pay interest
on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Term Loan Agreement.


 


The date and amount of the
Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on
its books and, prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any continuation thereof,
provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower to
make a payment when due of any amount owing under the Term Loan Agreement or hereunder.


 


This Note is one of the Notes
referred to in the Term Loan Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time
to time, the “Term Loan Agreement”), by and among the Borrower, RLJ Lodging Trust, the financial institutions party thereto
and their assignees under Section 13.6 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto,
and is subject to, and is entitled to, all the provisions and benefits thereof. Capitalized terms used herein, and not otherwise defined
herein, have their respective meanings given them in the Term Loan Agreement.


 


The Term Loan Agreement provides
for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Loans upon the terms and
conditions specified therein.


 


Except as permitted by Section
13.6 of the Term Loan Agreement, this Note may not be assigned by the Lender to any Person.


 



    F-1 


     


    




 


       This
Note shall be governed by, and construed in accordance with, the laws of the State of NEW YORK APPLICABLE TO CONTRACTS EXECUTED,
AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


The Borrower hereby waives
presentment for payment, demand, notice of demand, notice of non-payment, protest, notice of protest and all other similar notices.
No failure to exercise, and no delay in exercising rights hereunder on the part of the holder hereof shall operate as waiver of such rights


 


[This Note is given in
replacement of the Term Loan Note dated __________ ____, 20__, in the original principal amount of $____________ previously delivered
to the Lender under the Term Loan Agreement (the “Original Note”). THIS NOTE IS NOT INTENDED TO BE, AND SHALL NOT BE CONSTRUED
TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING UNDER OR IN CONNECTION WITH THE ORIGINAL NOTE.]


 


IN WITNESS WHEREOF, the undersigned
has executed and delivered this Note as of the date first written above.


 


	 	RLJ Lodging Trust, L.P.




 


	 	By: RLJ Lodging Trust, its sole general partner




 





	 	By:	
	 		Name:	 
	 		Title:	 





 









    F-2 


     


    

 


LOAN SCHEDULE


 


This Note evidences a Loan
made under the within-described Term Loan Agreement to the Borrower, on the dates and in the principal amounts set forth below, subject
to the payments and prepayments of principal set forth below:


 


	Date of Loan	 	Principal 

Amount of Loan	 	Amount Paid 

or Prepaid	 	Unpaid Principal 

Amount	 	Notation Made 

By


 



    F-3 


     


    







 


EXHIBIT G


 


DISBURSEMENT INSTRUCTION AGREEMENT


 


	
     

    Borrower: RLJ Lodging Trust, L.P.

     

	
     

    Administrative Agent : Wells Fargo Bank, National
    Association.

     

	
     

    Loan: Loan numbers 1008459 made pursuant to
    that certain Term Loan Agreement dated as of November 20, 2012, among Borrower, Administrative Agent, RLJ Lodging Trust, and the Lenders
    party thereto, as amended from time to time (the “Term Loan Agreement”)

     

	
     

    Effective Date: 

     

	
     

    Check applicable box:

     

     ̈       
    New – This is the first Disbursement Instruction Agreement submitted in connection with the Loan.

     ̈       
    Replace Previous Agreement – This is a replacement Disbursement Instruction Agreement. All prior instructions submitted     in
    connection with this Loan are cancelled as of the Effective Date set forth above.

     

	 


 


This Agreement must be signed by the Borrower and
is used for the following purposes:


 


		(1)	to designate an individual or individuals with authority to request disbursements of Loan proceeds, whether
at the time of Loan closing/origination or thereafter;



 


		(2)	to designate an individual or individuals with authority to request disbursements of funds from Restricted
Accounts (as defined in the Terms and Conditions attached to this Agreement), if applicable; and



 


		(3)	to provide Administrative Agent with specific instructions for wiring or transferring funds on Borrower’s
behalf.



 


Any of the disbursements, wires or transfers described
above is referred to herein as a “Disbursement.”


 


Specific dollar amounts for Disbursements must be
provided to Administrative Agent at the time of the applicable Disbursement in the form of a signed closing statement, an email instruction
or other written communication or telephonic request pursuant to Section 2.4(b) of the Term Loan Agreement (each, a “Disbursement
Request”) from an applicable Authorized Representative (as defined in the Terms and Conditions attached to this Agreement).


 


A new Disbursement Instruction Agreement must be
completed and signed by the Borrower if (i) all or any portion of a Disbursement is to be transferred to an account or an entity not described
in this Agreement or (ii) Borrower wishes to add or remove any Authorized Representatives.


 






    G-1 


     


    

 


See the Additional Terms and Conditions attached
hereto for additional information and for definitions of certain capitalized terms used in this Agreement.


 






    	G -2	 



     


    

 


WIRE
INSTRUCTIONS RECEIVED FROM THIRD PARTIES MUST BE ATTACHED.


 


	
    Disbursement of Loan Proceeds at Origination/Closing

     

	
     

    Closing Disbursement Authorizers: Administrative
    Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “Closing Disbursement
    Authorizer”) to disburse Loan proceeds on or about the date of the Loan origination/closing and to initiate Disbursements in
    connection therewith (each, a “Closing Disbursement”):

     

	 	Individual’s Name	Title
	1.	 	 
	2.	 	 
	3.	 	 
	
     

    Describe Restrictions, if any, on the authority of
    the Closing Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.):

    DESCRIBE
    APPLICABLE RESTRICTIONS OR INDICATE “N/A”

    If there are no restrictions described here, any
    Closing Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds.



 





	
     

    Direct Deposit: Disbursement Requests for
    the Closing Disbursement(s) to be deposited into an account at Wells Fargo Bank, National Association must specify the amount and applicable
    account. Each account included in any such Disbursement Request must be listed below.

     

	Name on Deposit Account: 
	Wells Fargo Bank, National Association Deposit Account Number: 
	Further Credit Information/Instructions: 


 






    	G -3	 



     


    

 


WIRE
INSTRUCTIONS RECEIVED FROM THIRD PARTIES MUST BE ATTACHED.





 


	
    Disbursements of Loan Proceeds Subsequent to Loan Closing/Origination

    

     

	
     

    

    Subsequent
    Disbursement Authorizers: Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals
    named below (each, a “Subsequent Disbursement Authorizer”) to disburse Loan proceeds after the date of the Loan origination/closing
    and to initiate Disbursements in connection therewith (each, a “Subsequent Disbursement”):

    

     

	 	Individual’s Name	Title
	1.	 	 
	2.	 	 
	3.	 	 
	
     

    Describe Restrictions, if any, on the authority of the Subsequent
Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.): 

    DESCRIBE
APPLICABLE RESTRICTIONS OR INDICATE “N/A”

    If there are no restrictions described here, any Subsequent
Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds. 




	 

                                                                                Permitted
                                            Wire Transfers: Disbursement Requests for Subsequent Disbursement(s) to be made by wire
                                            transfer must specify the amount and applicable Receiving Party. Each Receiving Party included
                                            in any such Disbursement Request must be listed below. Administrative Agent is authorized
                                            to use the wire instructions that have been provided directly to Administrative Agent by
                                            the Receiving Party or Borrower and attached as the Subsequent Disbursement Exhibit. All
                                            wire instructions must contain the information specified on the Subsequent Disbursement Exhibit.

                                                                                 







	 	Names of Receiving Parties for Subsequent Disbursements (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Subsequent Disbursement Exhibit)
	1.	 
	2.	 
	3.	 






 


	
     

    Direct Deposit: Disbursement Requests for
    Subsequent Disbursement(s) to be deposited into an account at Wells Fargo Bank, National Association must specify the amount and applicable
    account. Each account included in any such Disbursement Request must be listed below.

     

	Name on Deposit Account: 
	Wells Fargo Bank, National Association Deposit Account Number: 
	Further Credit Information/Instructions: 


 






    	G -4	 



     


    




 


WIRE
INSTRUCTIONS RECEIVED FROM THIRD PARTIES MUST BE ATTACHED.





 


	Restricted Account Disbursements
	
     

    Permitted Account Disbursement Authorizers:
    Administrative Agent is authorized to accept one or more Disbursement Requests from any of the individuals named below (each, a “Restricted
    Account Disbursement Authorizer”) to disburse Loan proceeds after the date of the Loan origination/closing and to initiate Disbursements
    in connection therewith (each, a “Restricted Account Disbursement”):

     

	 	Individual’s Name	Title
	1.	 	 
	2.	 	 
	3.	 	 
	
     

    Describe Restrictions, if any, on the authority of
    the Restricted Account Disbursement Authorizers (dollar amount limits, wire/deposit destinations, etc.):

    DESCRIBE
    APPLICABLE RESTRICTIONS OR INDICATE “N/A”

    If there are no restrictions described here, any
    Restricted Account Disbursement Authorizer may submit a Disbursement Request for all available Loan proceeds.






 


	
     

    Permitted Wire Transfers: Disbursement Requests
    for Restricted Account Disbursements to be made by wire transfer must specify the amount and applicable Receiving Party. Each Receiving
    Party included in any such Disbursement Request must be listed below. Administrative Agent is authorized to use the wire instructions
    that have been provided directly to Lender by the Receiving Party or Borrower and attached as the Restricted Account Disbursement Exhibit.
    All wire instructions must contain the information specified on the Restricted Account Disbursement Exhibit.

     

	 	Names of Receiving Parties for Restricted Account Disbursements (may include as many parties as needed; wire instructions for each Receiving Party must be attached as the Restricted Account Disbursement Exhibit)
	1.	 
	2.	 
	3.	 





 


	
     

    Direct Deposit: Disbursement Requests for
    Restricted Account Disbursements to be deposited into an account at Wells Fargo Bank, National Association must specify the amount and
    applicable account. Each account included in any such Disbursement Request must be listed below.

     

	Name on Deposit Account: 
	Wells Fargo Bank, National Association Deposit Account Number: 
	Further Credit Information/Instructions: 



 






    	G -5	 



     


    

 





Borrower acknowledges that all of the information
in this Agreement is correct and agrees to the terms and conditions set forth herein and in the Additional Terms and Conditions on the
following page.





 


	 	BORROWERS:




 


	 	RLJ LODGING TRUST, L.P.,

a Delaware limited partnership




 


	 	By:	RLJ Lodging Trust,

a Maryland real estate investment trust,

its sole general partner




 





	 	By:	
	 		Name:
	 		Title:





 






    	G -6	 



     


    








 


Additional Terms and Conditions to the Disbursement
Instruction Agreement


 


Definitions. The following capitalized terms
shall have the meanings set forth below:


 


“Authorized
Representative” means any or all of the Closing Disbursement Authorizers, Subsequent Disbursement Authorizers and
Restricted Account Disbursement Authorizers, as applicable.


“Receiving Bank” means
the financial institution where a Receiving Party maintains its account.


“Receiving Party” means
the ultimate recipient of funds pursuant to a Disbursement Request.


“Restricted Account” means
an account at Wells Fargo Bank, National Association associated with the Loan to which Borrower’s access is restricted.


 


Capitalized terms used in these Additional Terms
and Conditions to Disbursement Instruction Agreement and not otherwise defined herein shall have the meanings given to such terms in the
body of the Agreement.


 


Disbursement Requests. Except as expressly
provided in the Term Loan Agreement, the Administrative Agent must receive Disbursement Requests in writing and no verbal requests will
be accepted. Disbursement Requests will only be accepted from the applicable Authorized Representatives designated in the Disbursement
Instruction Agreement. Disbursement Requests will be processed subject to satisfactory completion of Administrative Agent’s customer
verification procedures. Administrative Agent is only responsible for making a good faith effort to execute each Disbursement Request
and may use agents of its choice to execute Disbursement Requests. Funds disbursed pursuant to a Disbursement Request may be transmitted
directly to the Receiving Bank, or indirectly to the Receiving Bank through another bank, government agency, or other third party that
Administrative Agent considers to be reasonable. Administrative Agent will, in its sole discretion, determine the funds transfer system
and the means by which each Disbursement will be made. Administrative Agent may delay or refuse to accept a Disbursement Request if the
Disbursement would: (i) violate the terms of this Agreement; (ii) require use of a bank unacceptable to Administrative Agent or prohibited
by government authority; (iii) cause Administrative Agent to violate any Federal Reserve or other regulatory risk control program or guideline;
or (iv) otherwise cause Administrative Agent to violate any applicable law or regulation.


 


Limitation of Liability. Administrative Agent
and Lenders shall not be liable to Borrower or any other parties for: (i) errors, acts or failures to act of others, including other entities,
banks, communications carriers or clearinghouses, through which Borrower’s requested Disbursements may be made or information received
or transmitted, and no such entity shall be deemed an agent of Administrative Agent and Lenders (other than as a result of the Administrative
Agent’s and Lenders’ own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final,
non appealable judgment); (ii) any loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures,
acts of government, labor disputes, failures in communications networks, legal constraints or other events beyond Administrative Agent’s
and Lenders’ control; or (iii) any special, consequential, indirect or punitive damages, whether or not (A) any claim for these
damages is based on tort or contract or (B) Administrative Agent or Borrower knew or should have known the likelihood of these damages
in any situation. None of the Administrative Agent or any Lender makes any representations or warranties other than those expressly made
in this Agreement. IN NO EVENT WILL ADMINISTRATIVE AGENT AND LENDERS BE LIABLE FOR DAMAGES ARISING DIRECTLY OR INDIRECTLY IF A DISBURSEMENT
REQUEST IS EXECUTED BY ADMINISTRATIVE AGENT IN GOOD FAITH AND IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.


 


Reliance on Information Provided. Administrative
Agent is authorized to rely on the information provided by Borrower or any Authorized Representative in or in accordance with this Agreement
when executing a Disbursement Request until Administrative Agent has received a new Agreement signed by Borrower. Borrower agrees to be
bound by any Disbursement Request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative
Agent in good faith and in compliance with this Agreement, even if not properly authorized by Borrower. Administrative Agent may rely
solely (i) on the account number of the Receiving Party, rather than the Receiving Party’s name, and (ii) on the bank routing number
of the Receiving Bank, rather than the Receiving Bank’s name, in executing a Disbursement Request. Administrative Agent is not obligated
or required in any way to take any actions to detect errors in information provided by Borrower or an Authorized Representative. If Administrative
Agent takes any actions in an attempt to detect errors in the transmission or content of transfers or requests or takes any actions in
an attempt to detect unauthorized Disbursement Requests, Borrower agrees that, no matter how many times Administrative Agent takes these
actions, Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future,
and such actions shall not become any part of the Disbursement procedures authorized herein, in the Loan Documents, or in any agreement
between Administrative Agent and Borrower.


 


International Disbursements. A Disbursement
Request expressed in US Dollars will be sent in US Dollars, even if the Receiving Party or Receiving Bank is located outside the United
States. Administrative Agent will not execute Disbursement Requests expressed in foreign currency unless permitted by the Loan Agreement.


 


Errors. Borrower agrees to notify Administrative
Agent of any errors in the Disbursement of any funds or of any unauthorized or improperly authorized Disbursement Requests within fourteen
(14) days after Administrative Agent’s confirmation to Borrower of such Disbursement. If Administrative Agent is notified that it
did not disburse the full amount requested in a Disbursement Request, Administrative Agent’s sole liability will be to promptly
disburse the amount of the stated deficiency. If Administrative Agent disburses an amount in excess of the amount requested in a Disbursement
Request, Lender will only be liable for such excess amount to the extent that Borrower does not receive the benefit of such amount.


 


Finality of Disbursement Requests. Disbursement
Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s
request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so.


 






    G-7


     


    

 


CLOSING EXHIBIT


WIRE INSTRUCTIONS


 


ADMINISTRATIVE AGENT TO ATTACH WIRE INSTRUCTIONS
FROM RECEIVING PARTIES


 


All wire instructions must contain the following
information:


 


	 	• 	Transfer/Deposit Funds to (Receiving Party Account Name)
	 	• 	Receiving Party Deposit Account Number
	 	• 	Receiving Bank Name, City and State
	 	• 	Receiving Bank Routing (ABA) Number
	 	• 	Further identifying information, if applicable (title escrow number, borrower
    name, loan number, etc.)




 






    G-8


     


    

 


SUBSEQUENT DISBURSEMENT EXHIBIT


WIRE INSTRUCTIONS


 


ADMINISTRATIVE AGENT TO ATTACH WIRE INSTRUCTIONS
FROM RECEIVING PARTIES


 


All wire instructions must contain the following
information:


 


	 	• 	Transfer/Deposit Funds to (Receiving Party Account Name)
	 	• 	Receiving Party Deposit Account Number
	 	• 	Receiving Bank Name, City and State
	 	• 	Receiving Bank Routing (ABA) Number
	 	• 	Further identifying information, if applicable (title escrow number, borrower name, loan number, etc.) 




 




    G-9


     


    

 


RESTRICTED ACCOUNT DISBURSEMENT EXHIBIT


 


WIRE INSTRUCTIONS


 


ADMINISTRATIVE AGENT TO ATTACH WIRE INSTRUCTIONS
FROM RECEIVING PARTIES


 


All wire instructions must contain the following
information:


 




	 	• 	Transfer/Deposit Funds to (Receiving Party Account Name)
	 	• 	Receiving Party Deposit Account Number
	 	• 	Receiving Bank Name, City and State
	 	• 	Receiving Bank Routing (ABA) Number
	 	• 	Further identifying information, if applicable (title escrow number, borrower
    name, loan number, etc.)




 






     


     


    

 


EXHIBIT H


 


FORM OF COMPLIANCE CERTIFICATE


 


_______________, 20___


 


Wells
Fargo Bank, National Association, as Administrative Agent


1750 H Street N.W.


Suite 550


Washington, DC 20006


Attn: Mark Monahan


 


Each of the Lenders Party to the Term
Loan


Agreement referred to below


 


Ladies and Gentlemen:


 


Reference is made to that certain Term Loan Agreement
dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”),
by and among RLJ Lodging Trust, L.P. (the “Borrower”), RLJ Lodging Trust (the “Parent Guarantor”) the financial
institutions party thereto and their assignees under Section 13.6. thereof (the “Lenders”), Wells Fargo Bank, National
Association, as Administrative Agent (the “Administrative Agent”) and the other parties thereto. Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given them in the Term Loan Agreement.


 


Pursuant to Section 9.3 of the Term Loan
Agreement, the undersigned, on behalf of the Borrower in his capacity as an officer of the general partner of the Borrower and not individually,
hereby certifies to the Administrative Agent and the Lenders as follows:


 


(1)       The
undersigned is the _____________________ of the Parent Guarantor.


 


(2)       I
have reviewed the terms of the Term Loan Agreement, and have made, or caused to be made under my supervision, a review in reasonable detail
of the transactions and the condition of the Borrower and its Subsidiaries during the accounting period covered by the financial statements
supporting the calculations set forth on Schedule I hereto.


 


[(3)     After giving
pro forma effect to any Subsidiary that has or shall become a Subsidiary Guarantor in accordance with Section 8.14(a) of the Term Loan
Agreement as of the date hereof, the Unencumbered Asset Value (or during the Restriction Period, the Revised Unencumbered Asset Value)
attributable to Borrowing Base Properties directly owned in fee simple by, or subject to a Qualified Ground Lease to, the Borrower and
the Guarantors is not less than 90% of the total Unencumbered Asset Value (or during the Restriction Period, the Revised Unencumbered
Asset Value) as of the last day of the accounting period covered by the financial statements supporting the calculations set forth on
Schedule I hereto.]1


 


 






1 NTD: Include only prior to
Investment Grade Release or during a Collateral Period.


 






    H-1


     


    

 


(4)       To
the best of my knowledge, information or belief, after due inquiry, no Default or Event of Default exists [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
Parent Guarantor and/or the Borrower with respect to such event, condition or failure].


 


(5)       The
representations and warranties made or deemed made by the Parent Guarantor, the Borrower and each other Loan Party in the Loan Documents
to which any of them is a party are true and correct in all material respects (unless such representation and warranty is qualified by
materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of the date hereof,
except to the extent (x) that such representations and warranties expressly relate solely to an earlier date (in which case such
representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified
by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier
date) and (y) of changes in factual circumstances permitted by the Loan Documents.


 


[(6)     Attached hereto
as Schedule 1 are reasonably detailed calculations establishing whether or not the Parent Guarantor and its Subsidiaries
were in compliance with the covenants contained in Section 10.1 of the Term Loan Agreement.]2


 


[(7)     Attached hereto
as Schedule 1 are reasonably detailed calculations of the financial tests contained in Section 10.1 of the Term Loan Agreement]3


 


[(8)]    As of the date hereof the Unsecured Indebtedness
(including the Loan but excluding the Existing Unsecured FelCor Bonds) of the Parent Guarantor and its Subsidiaries on a consolidated
basis does not exceed the Unencumbered Asset Value.


 


IN WITNESS WHEREOF, the undersigned
has executed this certificate as of the date first above written.


 


	 	RLJ Lodging Trust, L.P.
	 	 
	 	By:  	RLJ Lodging Trust, its sole general partner
	 	 
	 	By:  	 
	 	Name:  	 
	 	Title:  	 



 


 






2
NTD: Include for any accounting period other than any accounting period occurring during the Covenant Relief Period.


 


3
NTD: Include for any accounting period during the Covenant Relief Period. 


 






    H-2


     


    

 


Schedule 1


 


[Calculations to be Attached]


 






    H-3


     


    

 


EXHIBIT I-1


 


FORM OF U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Term Loan Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the
 “Term Loan Agreement”), by and among RLJ Lodging Trust, L.P., a Delaware limited
partnership (the “Borrower”), RLJ Lodging Trust, a Maryland real estate investment
trust, the financial institutions party thereto and their assignees under Section 13.6 thereof (the “Lenders”), Wells
Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto.


 


Pursuant to the provisions
of Section 3.10 of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is
not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “ten
percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and (iv) it
is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal
Revenue Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times
furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.


 


[NAME OF LENDER]


 




	By:	  	 
	 	Name:  	 	 
	 	Title:  	 	 



 


Date: ________ __, 20__


 






    I-1-1


     


    

 


EXHIBIT I-2


 


FORM OF U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Term Loan Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the
 “Term Loan Agreement”), by and among RLJ Lodging Trust, L.P., a Delaware limited partnership (the “Borrower”),
RLJ Lodging Trust, a Maryland real estate investment trust, the financial institutions party thereto and their assignees under Section 13.6
thereof (the “Lenders”), Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”),
and the other parties thereto.


 


Pursuant to the provisions
of Section 3.10 of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning
of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “ten percent shareholder” of the Borrower
within the meaning of Section 881(c)(3)(B)of the Internal Revenue Code, and (iv) it is not a “controlled foreign corporation”
related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in
either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.


 


[NAME OF PARTICIPANT]


 





	By:	  	 
	 	Name:  	 	 
	 	Title:  	 	 


 


 


Date: ________ __, 20__


 




    I-2-1


     


    

EXHIBIT I-3


 


FORM OF U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Term Loan Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the
 “Term Loan Agreement”), by and among RLJ Lodging Trust, L.P., a Delaware limited partnership (the “Borrower”),
RLJ Lodging Trust, a Maryland real estate investment trust, the financial institutions party thereto and their assignees under Section 13.6
thereof (the “Lenders”), Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”),
and the other parties thereto.


 


Pursuant to the provisions
of Section 3.10 of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members
is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within
the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a
 “ten percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code and
(v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as
described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial
owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at
all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each
payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.


 


[NAME OF PARTICIPANT]


 





	By:	  	 
	 	Name:  	 	 
	 	Title:  	 	 


 


Date: ________ __, 20__


 






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EXHIBIT I-4


 


FORM OF U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Term Loan Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the
 “Term Loan Agreement”), by and among RLJ Lodging Trust, L.P., a Delaware limited partnership (the “Borrower”),
RLJ Lodging Trust, a Maryland real estate investment trust, the financial institutions party thereto and their assignees under Section 13.6
thereof (the “Lenders”), Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”),
and the other parties thereto.


 


Pursuant to the provisions
of Section 3.10 of the Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s)
(as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect
to the extension of credit pursuant to the Term Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct
or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course
of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or
indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of
the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation”
related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent,
and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Term Loan Agreement and used herein shall have the meanings given to them in the Term Loan Agreement.


 


[NAME OF LENDER]


 





	By:	  	 
	 	Name:  	 	 
	 	Title:  	 	 


 


Date: ________ __, 20__


 






    I-4-1


     


    

 


EXHIBIT J


 


Benchmark
Replacement Provisions


 


Notwithstanding anything to the contrary herein
or in any other Loan Document, the Administrative Agent, the Borrower and the Lenders agree as follows:


 


		(a)	Benchmark Replacement. Upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election,
as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such
amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative
Agent has posted such proposed amendment to all Lenders and the Borrower so long as Administrative Agent has not received, by such time,
written notice of objection to such amendment from the Requisite Lenders, provided, however, as applied to this subsection
(a) only and for no other purposes, objection from the Lender acting as the Administrative Agent is not required for objecting to
the Benchmark Replacement, so long as all the other Lenders objecting to such Benchmark Replacement otherwise satisfy the Requisite Lender
requirements. Any such amendment with respect to an Early Opt-in Election will become effective on the date the Requisite Lenders have
delivered to Administrative Agent written notice that such Requisite Lenders accept such amendment. No replacement of LIBOR with a Benchmark
Replacement pursuant to this Exhibit J will occur prior to the applicable Benchmark Transition Start Date.



 


		(b)	Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark
Replacement, the Administrative Agent shall have the right to make Benchmark Replacement Conforming Changes from time to time in consultation
with the Borrower, and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such
Benchmark Replacement Conforming Changes shall become effective without any further action or consent of any other party to this Agreement.



 


		(c)	Notices; Standards for Decisions and Determinations. Administrative Agent shall promptly notify
the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its
related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the
effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability
Period. Any determination, decision or election that may be made by the Administrative Agent or the Requisite Lenders pursuant to this
Exhibit J, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action, shall be conclusive and binding absent manifest
error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as to the
prior written approval of the Borrower and as otherwise expressly required pursuant to the provision of this Exhibit J.



 


		(d)	Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement
of a Benchmark Unavailability Period, (i) the Borrower may revoke any request for a borrowing of, Conversion to or Continuation of, LIBOR
Loans or LIBOR Daily Loans to be made, Converted or Continued during any Benchmark Unavailability Period and, failing that, the Borrower
will be deemed to have converted any such request into a request for a borrowing of or Conversion to Base Rate Loans and (ii) all Loans
shall be converted to Base Rate Loans, and for the duration of the Benchmark Unavailability Period, all
Loans shall be Base Rate Loans.



 






    J-1


     


    

 


		(e)	London Interbank Offered Rate Benchmark Transition
Event. On March 5, 2021, the IBA, the administrator of the London interbank offered rate, and the FCA, the regulatory supervisor of the
IBA, made the Announcements that the final publication or representativeness date for: (A) 1-week and 2-month London interbank offered
rate tenor settings will be December 31, 2021; and (B) overnight, 1-month, 3-month, 6-month and 12-month London interbank offered rate
tenor settings will be June 30, 2023. No successor administrator for the IBA was identified in such Announcements. The parties hereto
agree and acknowledge that the Announcements resulted in the occurrence of a Benchmark Transition Event with respect to the London interbank
offered rate pursuant to the terms of this Agreement and that any obligation of Administrative Agent to notify any parties of such Benchmark
Transition Event pursuant to clause (c) of this Exhibit J shall be deemed satisfied



 


		(ef)	Certain Defined Terms. As used in this Agreement, each
of the following capitalized terms has the meaning given to such term below:



 


“Benchmark Replacement”
- means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent
and the Borrower giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining
such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest
as a replacement for LIBOR for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided
that, if the Benchmark Replacement as so determined would be less than one-quarter percent (0.25%), the Benchmark Replacement shall be
deemed to be one-quarter percent (0.25%) for the purposes of this Agreement and the other Loan Documents. Notwithstanding the foregoing,
if the Borrower has delivered a written notice to the Administrative Agent certifying (i) that all or any portion of the Loan is subject
to a Derivatives Contract providing for a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act and (ii)
that such Derivatives Contract is not subject to a 0.25% interest rate floor, then the Benchmark Replacement shall not be subject to a
floor of 0.25%.


 


“Benchmark Replacement Adjustment”
- means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread
adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that
has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted
Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.


 


“Benchmark Replacement
Conforming Changes” - means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Interest Period,” timing and frequency of determining rates and making
payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect the
adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a
manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such
market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the
administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is
reasonably necessary in connection with the administration of this Agreement).


 






    J-2


     


    

 


“Benchmark Replacement Date”
 – means the earlier to occur of the following events with respect to LIBOR:


 


		(1)	in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later
of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of
LIBOR permanently or indefinitely ceases to provide LIBOR;



 


		(2)	in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the
public statement or publication of information referenced therein.



 


“Benchmark Transition Event”
 – means the occurrence of one or more of the following events with respect to LIBOR:


 


		(1)	a public statement or publication of information by or on behalf of the administrator of LIBOR announcing
that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide LIBOR;



 


		(2)	a public statement or publication of information by the regulatory supervisor for the administrator of
LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority
with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator
for LIBOR, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; or



 


		(3)	a public statement or publication of information by the regulatory supervisor for the administrator of
LIBOR announcing that LIBOR is no longer representative.



 


“Benchmark Transition Start Date”
 – means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if
such Benchmark Transition Event is a public statement or publication of information of a prospective event, the ninetieth (90th)
day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such
prospective event is fewer than ninety (90) days after such statement or publication, the date of such statement or publication) and (b)
in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Requisite Lenders, as applicable, by notice
to the Borrower, the Administrative Agent (in the case of such notice by the Requisite Lenders) and the Lenders.


 






    J-3


     


    

 


“Benchmark Unavailability Period”
 – means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR and solely
to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark
Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for all purposes under this Agreement or under
any other Loan Document in accordance with the provisions of this Exhibit J and (y) ending at the time that a Benchmark Replacement
has replaced LIBOR for all purposes under this Agreement or under any other Loan Document in accordance with the provisions of this Exhibit
J.


 


“Early Opt-in Election”
 – means the occurrence of:


 


		(1)	(i) a determination by the Administrative Agent or (ii) a notification by the Requisite Lenders, to the
Administrative Agent (with a copy to the Borrower) that such Lenders have determined that U.S. dollar-denominated syndicated credit facilities
being executed at such time, or that include language similar to that contained in this Exhibit J are being executed or amended,
as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR, and



 


		(2)	(i) the election by the Administrative Agent or (ii) the election by the Requisite Lenders to declare
that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election
to the Borrower and the Lenders or by the Requisite Lenders of written notice of such election to Administrative Agent.



 


“Federal Reserve Bank of New
York’s Website” – means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any
successor source.


 


“Relevant Governmental Body”
 – means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by
the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


“SOFR” – means,
with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator
of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.


 


“Term SOFR” –
means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Unadjusted Benchmark Replacement”
 – means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 






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EXHIBIT K


 


FORM OF LIQUIDITY COMPLIANCE CERTIFICATE


 


_______________, 20___


 


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative
Agent


1750 H Street N.W.


Suite 550


Washington, DC 20006


Attn: Mark Monahan


 


Reference is made to that
certain Term Loan Agreement dated as of November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time,
the “Term Loan Agreement”), by and among RLJ Lodging Trust, L.P. (the “Borrower”), RLJ Lodging Trust, the financial
institutions party thereto and their assignees under Section 13.6 thereof (the “Lenders”), Wells Fargo Bank, National
Association, as Administrative Agent (the “Administrative Agent”), and the other parties thereto. Capitalized terms used herein,
and not otherwise defined herein, have their respective meanings given them in the Term Loan Agreement.


 


Pursuant
to Section 9.3(b) of the Term Loan Agreement, the undersigned, on behalf of the Borrower in his capacity as an officer of the general
partner of the Borrower and not individually, hereby certifies to the Administrative Agent, the Issuing
Banks and the Lenders as follows:


 


(1)       The
undersigned is the _____________________ of the Parent Guarantor.


 


(2)       I
have reviewed the terms of the Term Loan Agreement, and have made, or caused to be made under my supervision, a review in reasonable detail
of the transactions and the condition of the Borrower and its Subsidiaries during the accounting period covered by the financial statements
supporting the calculations set forth on Schedule I hereto.


 


(3)       To
the best of my knowledge, information or belief, after due inquiry, no Default or Event of Default exists [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 Parent Guarantor and/or the Borrower with respect to such event, condition or failure].



 


(4)       Attached
hereto as Schedule 1 are reasonably detailed calculations establishing whether or not the Parent Guarantor, the Borrower and
its Subsidiaries were in compliance with the covenant contained in Section 10.1(d) of the Term Loan Agreement.


 


(5)       The
capital expenditures made in reliance on the exceptions set forth in Section 10.12(d)(iv)(y), Section 10.12(d)(v)
and Section 10.12(d)(vii) during the preceding calendar month, together with capital expenditures made in reliance thereon
prior to such calendar month, [do][do not] exceed $100,000,000.


 


[(6)If
the aggregate amount of capital expenditures made in reliance on the aforementioned sections does exceed $100,000,000, the aggregate amount
of cash and Cash Equivalents of the Parent Guarantor, the Borrower and its Subsidiaries (other than Excluded Felcor Subsidiaries) as set
forth on Schedule 1 attached hereto is $175,000,000 or greater ].


 






    K-4-1


     


    

 


IN WITNESS WHEREOF, the
undersigned has duly executed and delivered this certificate as of the date first above written.


 


	 	RLJ Lodging Trust, L.P.
	 	 
	 	By:  	RLJ Lodging Trust, its sole general partner
	 	 
	 	By:
	 	Name:
	 	Title:




 






    K-2


     


    

 


EXHIBIT A-2


 


Clean
AMENDED TERM LOAN Agreement


 


See attached.