Exhibit 10.1
 
 LOAN AGREEMENT
   INTERSTATE ATLANTA AIRPORT, LLC
  PB CAPITAL CORPORATION,
    PB CAPITAL CORPORATION,




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PageARTICLE I DEFINITIONS
    
    
    1SECTION 1.1.    Definitions
    
    
    1SECTION 1.2.    Other Definitional Provisions
    
    
    23ARTICLE II THE LOAN
    
    
    24SECTION 2.1.    The Loan; Use of Funds
    
    
    24SECTION 2.2.    Interest
    
    
    24SECTION 2.3.    Determination of Applicable Interest Rate
    
    
    25SECTION 2.4.    Principal Payments
    
    
    26SECTION 2.5.    Payment; Default Rate; Application of Certain Monies;
Priority of Payments; Set-offs
    
    
    28SECTION 2.6.    Interest Rate Protection Agreement
    
    
    29SECTION 2.7.    Additional Interest
    
    
    32SECTION 2.8.    No Withholdings
    
    
    32SECTION 2.9.    Unavailability of LIBOR; Illegality
    
    
    33SECTION 2.10.    Increased Costs and Capital Adequacy
    
    
    34SECTION 2.11.    Usury
    
    
    35SECTION 2.12.    Closing
    
    
    35SECTION 2.13.    Fees
    
    
    35SECTION 2.14.    Clearing Account and Lockbox Account
    
    
    35SECTION 2.15.    Tenant Security Account
    
    
    37SECTION 2.16.    FF&E Reserve Account
    
    
    38SECTION 2.17.    Return of Funds in Accounts
    
    
    39SECTION 2.18.    Fees
    
    
    39SECTION 2.19.    Changes in Law Regarding Taxation of Property
    
    
    39ARTICLE III CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS LOAN AGREEMENT
    
    
    40SECTION 3.1.    Representations and Warranties
    
    
    40SECTION 3.2.    Receipt of Items and Documents by Agent
    
    
    40SECTION 3.3.    Closing Documents, Etc.
    
    
    42SECTION 3.4.    Payment of Fees and Expenses
    
    
    42SECTION 3.5.    Adverse Conditions; Internal Approval
    
    
    42ARTICLE IV REPRESENTATIONS AND WARRANTIES
    
    
    42SECTION 4.1.    Due Organization
    
    
    42SECTION 4.2.    Due Execution
    
    
    42SECTION 4.3.    Enforceability
    
    
    43SECTION 4.4.    No Violation
    
    
    43SECTION 4.5.    No Litigation
    
    
    43SECTION 4.6.    No Default or Event of Default
    
    
    43SECTION 4.7.    Offsets, Defenses, Etc.
    
    
    43SECTION 4.8.    Consents
    
    
    43
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PageSECTION 4.9.    Financial Statements and Other Information
    
    
    44SECTION 4.10.    Full Disclosure
    
    
    44SECTION 4.11.    Accounts
    
    
    44SECTION 4.12.    Indebtedness
    
    
    44SECTION 4.13.    Insurance Policies
    
    
    44SECTION 4.14.    Availability of Utilities and Access
    
    
    44SECTION 4.15.    No Liens
    
    
    45SECTION 4.16.    Compliance with Legal Requirements
    
    
    45SECTION 4.17.    Certain Agreements
    
    
    45SECTION 4.18.    Security Documents
    
    
    46SECTION 4.19.    Casualty and Taking
    
    
    46SECTION 4.20.    Brokerage
    
    
    46SECTION 4.21.    Encroachments
    
    
    46SECTION 4.22.    Foreign Person
    
    
    46SECTION 4.23.    Control Person
    
    
    46SECTION 4.24.    Government Regulation
    
    
    47SECTION 4.25.    ERISA
    
    
    47SECTION 4.26.    Labor Relations
    
    
    47SECTION 4.27.    Name; Principal Place of Business
    
    
    47SECTION 4.28.    Intellectual Property
    
    
    47SECTION 4.29.    Flood Zone
    
    
    48SECTION 4.30.    Condition of Property
    
    
    48SECTION 4.31.    Taxes
    
    
    48SECTION 4.32.    Adverse Contracts
    
    
    48SECTION 4.33.    Adverse Claims
    
    
    49SECTION 4.34.    Creditworthiness
    
    
    49SECTION 4.35.    Patriot Act
    
    
    49SECTION 4.36.    Leases
    
    
    49SECTION 4.37.    Special Purpose Entity
    
    
    50SECTION 4.38.    Solvency
    
    
    50ARTICLE V GENERAL AND OPERATIONAL COVENANTS
    
    
    50SECTION 5.1.    Financial Statements, Reports and Documents of Borrower
    
    
    50SECTION 5.2.    Marketing, Management, Maintenance and Repairs
    
    
    55SECTION 5.3.    Inspection of Premises and Books and Records
    
    
    57SECTION 5.4.    Compliance with Legal, Insurance and Contractual
Requirements
    
    
    58SECTION 5.5.    Appraisals
    
    
    59SECTION 5.6.    Payment of Impositions
    
    
    59SECTION 5.7.    Liens and Encumbrances; Ownership of Collateral
    
    
    59SECTION 5.8.    Permitted Contests
    
    
    59
 ii




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PageSECTION 5.9.    Alterations
    
    
    60SECTION 5.10.    Leases
    
    
    61SECTION 5.11.    Required Insurance
    
    
    63SECTION 5.12.    Damage or Destruction
    
    
    65SECTION 5.13.    Taking of the Mortgaged Property
    
    
    69SECTION 5.14.    Application of Proceeds of Casualty or Taking to Loan;
Loan Repayment
    
    
    70SECTION 5.15.    Costs and Expenses
    
    
    70SECTION 5.16.    Transfers
    
    
    71SECTION 5.17.    Defense of Title
    
    
    75SECTION 5.18.    Recordation and Certain Taxes
    
    
    75SECTION 5.19.    Name, Fiscal Year and Accounting Method
    
    
    76SECTION 5.20.    Consolidation, Merger, Conveyance, Transfer or Lease
    
    
    76SECTION 5.21.    Organization Restrictions
    
    
    76SECTION 5.22.    Changes in Zoning
    
    
    76SECTION 5.23.    Limitation on Indebtedness
    
    
    76SECTION 5.24.    Distributions, Dividends and Affiliate Payments
    
    
    76SECTION 5.25.    ERISA
    
    
    77SECTION 5.26.    Maintenance of Existence
    
    
    77SECTION 5.27.    Subsidiaries and Joint Ventures
    
    
    77SECTION 5.28.    Loans to Members, Etc.
    
    
    77SECTION 5.29.    Transactions with Affiliates
    
    
    77SECTION 5.30.    Adverse Contracts
    
    
    77SECTION 5.31.    Utilities
    
    
    78SECTION 5.32.    Margin Stock
    
    
    78SECTION 5.33.    Patriot Act Compliance
    
    
    78ARTICLE VI EVENTS OF DEFAULT
    
    
    78SECTION 6.1.    Events of Default
    
    
    78SECTION 6.2.    Acceleration of Loan
    
    
    81SECTION 6.3.    Rights and Remedies Generally
    
    
    81SECTION 6.4.    Agents Right to Operate; Sums Advanced
    
    
    82SECTION 6.5.    Assignment of Funds
    
    
    83SECTION 6.6.    Accounts
    
    
    83SECTION 6.7.    No Liability of Agent or Lenders
    
    
    84SECTION 6.8.    Management Agreement and Affiliate Agreements
    
    
    84SECTION 6.9.    Right of Offset
    
    
    85SECTION 6.10.    Termination of Loan Agreement
    
    
    85SECTION 6.11.    Right to Perform
    
    
    85ARTICLE VII ASSIGNMENTS AND PARTICIPATIONS
    
    
    86SECTION 7.1.    Assignment and Participations
    
    
    86
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PageSECTION 7.2.    Participation
    
    
    86SECTION 7.3.    Availability of Records
    
    
    87SECTION 7.4.    Borrowers Facilitation of Transfer
    
    
    87SECTION 7.5.    Notice; Registration Requirement
    
    
    88SECTION 7.6.    Registry
    
    
    88SECTION 7.7.    Disclosure by Agent or Lender
    
    
    89SECTION 7.8.    Interest Rate Protection Agreements
    
    
    89ARTICLE VIII AGENT AND LENDERS
    
    
    89SECTION 8.1.    Scope of Article XIII
    
    
    89SECTION 8.2.    Agent
    
    
    89SECTION 8.3.    Distributions
    
    
    90SECTION 8.4.    Authority, No Reliance; Binding Effect
    
    
    91SECTION 8.5.    Loan
    
    
    91SECTION 8.6.    Equitable Adjustments
    
    
    93SECTION 8.7.    Other Transactions
    
    
    93SECTION 8.8.    Obligations Absolute
    
    
    93SECTION 8.9.    Indemnification
    
    
    93SECTION 8.10.    Taxes
    
    
    94SECTION 8.11.    Return of Payments
    
    
    94SECTION 8.12.    No Partnership
    
    
    95SECTION 8.13.    Resignation and Removal of Agent; Successor Agent
    
    
    95SECTION 8.14.    Defaults by any Lender
    
    
    95SECTION 8.15.    Purchase Price; Payment for Defaulting Lenders Pro Rata
Share
    
    
    97ARTICLE IX GENERAL CONDITIONS
    
    
    97SECTION 9.1.    Indemnity
    
    
    97SECTION 9.2.    No Waivers
    
    
    99SECTION 9.3.    Intentionally Omitted
    
    
    99SECTION 9.4.    Agent and Lenders Sole Beneficiaries
    
    
    100SECTION 9.5.    Entire Agreement
    
    
    100SECTION 9.6.    Assignment
    
    
    100SECTION 9.7.    Further Assurances; Filing of Financing Statements
    
    
    100SECTION 9.8.    Cumulative Remedies
    
    
    100SECTION 9.9.    Amendments, Consents, Waivers, Approvals, Etc.
    
    
    100SECTION 9.10.    Notices
    
    
    101SECTION 9.11.    Limitation on Liability
    
    
    102SECTION 9.12.    Waiver of Consequential Damages, Etc
    
    
    103SECTION 9.13.    Binding Effect
    
    
    103SECTION 9.14.    Severability of Provisions
    
    
    103SECTION 9.15.    Governing Law and Consent to Jurisdiction
    
    
    103
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PageSECTION 9.16.    Waiver of Jury Trial
    
    
    103SECTION 9.17.    No Joint Venture
    
    
    103SECTION 9.18.    Determinations and Consents of Agent
    
    
    104SECTION 9.19.    Reliance by Agent on Action on Behalf of Borrower
    
    
    104SECTION 9.20.    Headings, Etc.
    
    
    104SECTION 9.21.    Incorporation by Reference
    
    
    104SECTION 9.22.    Counterparts
    
    
    104SECTION 9.23.    Attorneys Fees
    
    
    104SECTION 9.24.    Employer Identification Number, Etc
    
    
    104
 v




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Exhibits and Schedules
 Exhibit A:
    
    The LandExhibit B-1:
    
    Form of Account Agreement (Springing)Exhibit B-2:
    
    Form of Account Agreement (Blocked)Exhibit B-3:
    
    Form of Account Agreement (Clearing Account)Exhibit C:
    
    Environmental Report and Engineering ReportExhibit D:
    
    Definition of Special Purpose Bankruptcy Remote EntityExhibit E:
    
    Form of Credit Card Servicer AgreementSchedule 2.6(a):
    
    Interest Rate Protection Agreement Assignment/ConsentSchedule 4.5:
    
    Disclosed LitigationSchedule 4.11:
    
    AccountsSchedule 4.17:
    
    Material Operating AgreementsSchedule 5.1(d):
    
    Form of Quarterly CertificateSchedule 5.11:
    
    Insurance PoliciesSchedule 8.5:
    
    Assignment and Acceptance
 vi




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LOAN AGREEMENT
 LOAN AGREEMENT Loan Agreement INTERSTATE ATLANTA AIRPORT, LLC Borrower PB CAPITAL CORPORATION Agent LENDERS Lender Lenders
 W I T N E S S E T H :
 WHEREAS Exhibit A Land
 WHEREAS Loan Amount Section 1.1
 NOW, THEREFORE
 ARTICLE I
 DEFINITIONS
 SECTION 1.1.    Definitions. Article I
 Account Agreement Exhibit B-3 Exhibit B-2 Exhibit B-1 Exhibit B-2 Section 2.14(c)
 Accounts




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Additional Interest Sections 2.7 2.8 2.10
 Affiliate
       Agent
 Agents Counsel
 Agents Counsel Fees
 Amortization Commencement Date
 Applicable Interest Rate Section 2.2(a)
 2




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Appraisal
 Appraisal Update
 Appraised Value
 Approved Capital Budget Section 5.1(f) Section
 Approved Capital Expenditures excluding clauses (a) (c) Approved Operating Expenses Section 1.1
 Approved FF&E Expenditures excluding clauses (a) (c) Approved Operating Expenses Section 1.1
 Approved Operating Budget Section 5.1(f) Section
 Approved Operating Expenses excluding
 3




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Assignee Section 7.1
 Assignment and Acceptance Section 7.5
 Assignment of Agreements
 Assignment of Interest Rate Protection Agreement Schedule 2.6(a)
 Assignment of Leases and Rents
 Base Rate The Wall Street Journal The Wall Street Journal LIBOR Rate Section 1.1 Section 2.3(f)
 Base Rate Margin
 Borrower
 Borrower Operating Agreement
 4




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Borrowers Certificate
 Broker Section 4.20
 Business Day
 Calendar Quarter
 Capital Expenditures Capital
Expenditures
 Cash Management Agreement
 Cash Sweep Condition Sections 5.1(b) (d) Sections 5.1(b) (d) Sections 5.1(b) (d) Sections 5.1(b) (d) clause (a) clause (b) nd Sections 5.1(b) (d) clause (b) clause (a)
 Casualty
 Casualty Proceeds Disbursement Threshold Section 5.12(b)
 5




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Central Bank Pledge Section 7.1
 Clearing Account Schedule 4.11
 Closing
 Closing Date
 Collateral
 Commitment
 Comparable Standards
 Condemnation Proceeds Disbursement Threshold Section 5.13(b)
 Counterparty
 Credit Card Servicer Agreement Exhibit E
 Debt Service Coverage Ratio
 6




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Default
 Default Rate
 Defaulting Lender Section 8.14(a)
 Depositary
 Dollars $
 Engineering Report Exhibit C
 Environmental Indemnity
 Environmental Report Exhibit C
 ERISA
 ERISA Affiliate
 ERISA Event
 7




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Event of Default Section 6.1
 Excluded Taxes
 Federal Funds Rate
 FF&E
 FF&E Expenditures
 FF&E Reserve Account Schedule 4.11
 FF&E Reserve Amount
 Franchise Agreement
 Franchisor Section 5.2
 8




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Franchisor Comfort Letter
 Funding Direction Statement
 Full Recourse Event
    clause (i) Section 6.1 clause (j) Section 6.1
 GAAP
 9




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GM Account Schedule 4.11
 Governmental Authority
 Guarantor Section 5.16
 Implied Debt Service
 Implied Debt Service Constant Percentage
    10




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Impositions
 Improvements
 Indebtedness
      clauses (a) (e)
 11




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Indemnified Party Section 9.1
 Insurance Policies Section 5.11
 Insurance Requirements
 Interest
 Interest Period
 Interest Rate Protection Agreement Section
2.6(a)
 Interest Rate Protection Agreement Consent Section
2.6(a)
 Interstate Operating Section 5.16
 IRC
 Land
 Lease Section 5.10(a)
 Legal Requirements
 12




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Lender Lenders
 Lender Interest Rate Protection Agreement
 Lessee
 LIBOR
 LIBOR Banking Day
 LIBOR Rate
 13




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LIBOR Rate Margin
 LIBOR Rate Period Section 2.3(f) Section 2.3(b) (c) Section 2.3 provided however
 Lien
 Loan Section 2.1
 Loan Agreement
 Loan Amount
 Loan Documents
 Loan Fee Letter
 14




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Loan Portion provided however
 Loan-to-Value Ratio
 Lockbox Account
 Major Lease
 Management Agreement
 Material Adverse Effect Section 5.2
 Material Operating Agreement Schedule
4.17
 Material Taking
 15




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Section 5.2(b)
 Maturity Date
 Minimum Debt Service Coverage Ratio
 Monitoring Rate Section 2.6(a)
 Monthly Amortization Payment clause (b) Section 2.4
 Mortgage
 Mortgaged Property
 Multiemployer Plan
 Net Operating Income assuming however excluding
 16




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Net Proceeds
 Net Restoration Award
 Non-Availability Notice Section 2.9(a)
 Note
 Obligations
 Operating Account Schedule 4.11
 Operating Agreement
 Operating Expenses
 Operating Permits
 17




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Operating Revenues
 Participant Section 7.2
 Patriot Act
 Patriot Act Offense Section 4.35
 Payment Date st
 PBGC
 Pension Plan
 Permitted Encumbrances
 Permitted Indebtedness
 18




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Permitted Personal Property Transaction Section
5.2(b) Section 5.2(b) Section 5.1(f)
 Permitted Transfer Section 5.16
 Permitted Transferee Section 5.16
 Person
 Personal Property
 Pfandbrief Pledge Section 7.1
 Plan Assets Section 4.25
 Premises
 Premises Documents
 Prepayment Fee
 Pro Rata Share
 19




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Property Manager Section 5.2
 Property Manager Subordination Agreement
 Public Company
 Qualified Counterparty
 Rating Agencies S&P Moodys Fitch
 Recourse Liability Agreement
 Recourse Liability Events
 clause (a) Section 1.1
   20




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Section 5.24
    Register Section 7.6
 Regulatory Change
 Rents
 Requisite Lenders
 Restoration
 21




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Security Deposit
 Security Documents
 Special Purpose Bankruptcy Remote Entity Exhibit D
 Strike Rate Section 2.6(a)
 Survey
 Taking
 Taxes Section 2.8
 Tenant Security Account Schedule 4.11
 Term
 Title Company
 Title Policy
 Transfer
 22




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Section 1.1
 UCC Financing Statements
 Withdrawal Liability
 Zoning Report
 SECTION 1.2.    Other Definitional Provisions.
      23




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ARTICLE II
 THE LOAN
 SECTION 2.1.    The Loan; Use of Funds. Loan
 SECTION 2.2.    Interest.
 Interest at the Applicable Interest Rate. Sections 2.5(c) 2.9 Applicable Interest Rate Section 2.3 Section 2.3 2.9
 Interest Payments.
 Calculation of Interest.
    24




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SECTION 2.3.    Determination of Applicable Interest Rate.
 Applicable Interest Rate.
 Section 2.3
 Section 2.3(a) Section 2.3(b) Section
2.3(c) (d) (e)
  Intentionally Omitted.
 LIBOR Rate Conversion Options. Sections 2.5(c) 2.3(f) provided however Section
2.9
 Reversion to Base Rate or One-Month LIBOR Rate. Section 2.3(c) (e) Section 2.3(c) (e) clause (x) (z)
 25




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Section 2.3(c)
 Base Rate. Sections 2.5(c) 2.3(f)
 Interest Rate Corresponding to Interest Rate Protection Agreements; Base Rate. Section 2.3
 Notice of Applicable Interest Rate Conversion. Section 2.3(c) (e)
 SECTION 2.4.    Principal Payments.
 Principal Payment at Maturity. Section 2.4(g)
 Amortization Payments. Section 2.4(g)
 Prepayments from Cash Flow.
 26




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Section 2.4(g)
 Optional Prepayments. Section 2.4(d) rd Section 2.4(g)
 Other Sums.
 Mandatory Prepayment. Sections 2.19 5.12 5.13 Section 2.4(g)
 Reduction of Interest Rate Protection Arrangement and Payment of Other Sums. Section 2.4 clauses (1) (2) Sections 2.4(b)
 27




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(c) Section 2.4(b) (c) (f) Section 2.4(b) (c)
 SECTION 2.5.    Payment; Default Rate; Application of Certain Monies; Priority of Payments;
Set-offs.
 Manner of Payment. Section 2.5(a)
 Payment on a Non-Business Day.
 Default Rate.
  Section 2.5(c)(i)
 28




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Late Payment Fee.
 Priority of Payments.
 No Set-offs.
 SECTION 2.6.    Interest Rate Protection Agreement.
 Interest Rate Protection Agreement. st Monitoring Rate Strike
Rate Interest Rate Protection Agreement
  29




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Schedule 2.6(a)
 clause (iv) Interest Rate
Protection Agreement Consent
 Section 2.7(i)
  Intentionally Omitted.
 Institution of Interest Rate Protection Agreement. st
 Failure to Provide Interest Rate Protection. Section 2.6(a) Section 2.6(c) Section 2.6(a)
 30




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##### 



Section 2.6(a) Section 2.6(c) Section 2.6
 Obligation of Borrower Unaffected by Interest Rate Protection Agreement.
 Termination, etc. of Interest Rate Protection Agreement. Section 2.6(a)
 Receipts from Interest Rate Protection Agreements. provided however
 31




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Security. pari passu pari passu
 SECTION 2.7.    Additional Interest.
   clause (a) Section 2.7
 SECTION 2.8.    No Withholdings. Taxes
 32




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##### 



provided however Section 2.8 Section 2.8
 SECTION 2.9.    Unavailability of LIBOR; Illegality.
 Unavailability of LIBOR. Section 2.3 Section 2.3(d) Non-Availability Notice Section 2.11(a) Section 2.3(d) Section 2.3(d) Section 2.3
 33




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Section 2.9(a)
 Illegality. Section 2.9(a)
 SECTION 2.10.    Increased Costs and Capital Adequacy.
   34




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##### 



Section 2.10(a) (b)
 SECTION 2.11.    Usury.
 SECTION 2.12.    Closing.
 SECTION 2.13.    Fees.
 SECTION 2.14.    Clearing Account and Lockbox Account.
  35




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Section 2.14(c)
 36




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Section 2.14(c)
 SECTION 2.15.    Tenant Security Account.
   37




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##### 



Section 2.15
 SECTION 2.16.    FF&E Reserve Account.
  38




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##### 



SECTION 2.17.    Return of Funds in Accounts . Section 6.10
 SECTION 2.18.    Fees.
 SECTION 2.19.    Changes in Law Regarding Taxation of Property.
 39




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provided
 ARTICLE III
 CONDITIONS PRECEDENT TO THE
EFFECTIVENESS OF THIS LOAN AGREEMENT
  SECTION 3.1.    Representations and Warranties.
 SECTION 3.2.    Receipt of Items and Documents by Agent
        40




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41




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SECTION 3.3.    Closing Documents, Etc.
 SECTION 3.4.    Payment of Fees and Expenses. Section 5.15
 SECTION 3.5.    Adverse Conditions; Internal Approval.
 ARTICLE IV
 REPRESENTATIONS AND WARRANTIES
  SECTION 4.1.    Due Organization
 SECTION 4.2.    Due Execution.
 42




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SECTION 4.3.    Enforceability.
 SECTION 4.4.    No Violation.
 SECTION 4.5.    No Litigation. Schedule 4.5
 SECTION 4.6.    No Default or Event of Default.
 SECTION 4.7.    Offsets, Defenses, Etc.
 SECTION 4.8.    Consents.
 43




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SECTION 4.9.    Financial Statements and Other Information.
 SECTION 4.10.    Full Disclosure.
 SECTION 4.11.    Accounts. Schedule 4.11
 SECTION 4.12.    Indebtedness.
 SECTION 4.13.    Insurance Policies. Schedule 5.11 Schedule 5.11
 SECTION 4.14.    Availability of Utilities and Access.
 44




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SECTION 4.15.    No Liens.
 SECTION 4.16.    Compliance with Legal Requirements.
 SECTION 4.17.    Certain Agreements. Schedule 4.17
 45




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SECTION 4.18.    Security Documents.
 SECTION 4.19.    Casualty and Taking.
 SECTION 4.20.    Brokerage. Broker
 SECTION 4.21.    Encroachments.
 SECTION 4.22.    Foreign Person.
 SECTION 4.23.    Control Person.
 46




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SECTION 4.24.    Government Regulation.
 SECTION 4.25.    ERISA.
 SECTION 4.26.    Labor Relations.
 SECTION 4.27.    Name; Principal Place of Business.
 SECTION 4.28.    Intellectual Property.
 47




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##### 



SECTION 4.29.    Flood Zone.
 SECTION 4.30.    Condition of Property.
 SECTION 4.31.    Taxes. Section 5.8
 SECTION 4.32.    Adverse Contracts. Section 5.2
 48




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SECTION 4.33.    Adverse Claims.
 SECTION 4.34.    Creditworthiness.
 SECTION 4.35.    Patriot Act. Patriot Act Offense Patriot Act Offense Government Lists OFAC
 SECTION 4.36.    Leases
 49




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Section 2.15
 SECTION 4.37.    Special Purpose Entity.
 SECTION 4.38.    Solvency
 ARTICLE V
 GENERAL AND OPERATIONAL COVENANTS
 SECTION 5.1.    Financial Statements, Reports and Documents of Borrower.
 Annual Financial Statements.
 50




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##### 



Quarterly Financial Statements.
 Monthly Reports.
     51




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##### 



Compliance Certificate. Schedule 5.1(d)
 Notices by Governmental Authorities.
 Annual Budgets. THIS IS A REQUEST FOR CONSENT TO ONE OR MORE
PROPOSED BUDGETS FOR THE FOLLOWING CALENDAR YEAR OR AMENDMENTS TO ONE OR MORE EXISTING
BUDGETS PURSUANT TO THAT CERTAIN LOAN AGREEMENT AMONG INTERSTATE ATLANTA AIRPORT, LLC, AS
BORROWER, CERTAIN LENDERS AND PB CAPITAL CORPORATION, AS AGENT FOR THE LENDERS. FAILURE TO
RESPOND WITHIN THIRTY (30) DAYS AFTER RECEIPT OF THIS NOTICE SHALL BE DEEMED TO BE A CONSENT
 52




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##### 



TO THE BUDGET(S) OR BUDGET AMENDMENT(S) ENCLOSED HEREWITH
 Income Tax Returns.
 Management and Franchise Agreements; Competition Reports.
 Notification by Borrower.
    53




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54




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##### 



Notice Regarding Contracts.
 Property Rights and Claims.
 Estoppel Certificates.
 Other Information.
 SECTION 5.2.    Marketing, Management, Maintenance and Repairs.
  55




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##### 



provided
 Section 5.2(a) Section
5.2
 Section 5.2
 56




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##### 



SECTION 5.3.    Inspection of Premises and Books and Records.
 provided however
     clauses (i) (ii) (iv) Section 5.3(a)
  provided however
 57




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##### 



SECTION 5.4.    Compliance with Legal, Insurance and Contractual Requirements.
 Section 5.8 Section 5.2
   58




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##### 



SECTION 5.5.    Appraisals.
 SECTION 5.6.    Payment of Impositions. Section 5.8
 SECTION 5.7.    Liens and Encumbrances; Ownership of Collateral. Section 5.8
 SECTION 5.8.    Permitted Contests.
 59




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Section 5.8
 Section 5.11
  clauses (a) (c) (d) (e) (f) Section 5.8
 SECTION 5.9.    Alterations.
 60




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##### 



clauses (ii) (iii) (iv)
   Section 5.2
      SECTION 5.10.    Leases.
  61




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##### 



Section 5.10(a)
       62




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##### 



Section 5.10
 SECTION 5.11.    Required Insurance.
 Required Coverage. Schedule 5.11
 General Requirements of Insurance Policies. Schedule 5.11 Section 5.11(a) provided however
 63




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##### 



As to Agent and the Lenders. clauses (y) (z)
 Blanket Policies. Section 5.11 provided Section 5.11
 Agents Right to Procure Insurance.
 64




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##### 



SECTION 5.12.    Damage or Destruction.
  provided however Casualty Proceeds Disbursement
Threshold Section 5.12 Section 5.14 Section 5.12(g)
 Section 2.4(f) Section 5.12(d)
  65




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(i)
    
    Subject to the other terms and conditions
hereof, the Net Proceeds shall be disbursed in accordance with Agents
standard construction lending practices, terms and conditions if the
following conditions are satisfied (each a Release Condition
and collectively, the Release Conditions):
 (A)
    
    no Default or Event of Default
shall have occurred and be continuing;(B)
    
    Borrower shall have delivered to
Agent within ninety (90) days after the occurrence of the
Casualty, a notice of Borrowers desire to undertake the
Restoration;(C)
    
    Borrower shall have demonstrated
to the reasonable satisfaction of Agent that the Restoration can
be substantially completed at least six (6) months prior to the
then-current Maturity Date, or such earlier time as may be
required by applicable Legal Requirements;(D)
    
    Borrower shall have demonstrated
to the reasonable satisfaction of Agent that sufficient funds
are available to Borrower through rent and/or business
interruption insurance maintained pursuant to
Section 5.11 hereof, cash, and/or a letter of credit or
other similar cash-equivalent security reasonably satisfactory
to Agent as to form, content and issuer, and which shall be for
the benefit of Agent, to pay all debt service with respect to
the Loan and all operating expenses with respect to the Premises
during the period reasonably estimated by Borrower as necessary
for the completion of the Restoration;(E)
    
    With respect to a Casualty the
insurance proceeds with respect to which are $5,000,000 or more,
Agent shall have been provided an Appraisal or any Appraisal
Update, certifying that upon completion of the repairs and
restoration of the Premises the Loan-to-Value Ratio shall be as
required pursuant to the definition of Restoration set
forth in Section 1.1 hereof;(F)
    
    to the extent, in Agents
reasonable judgment, the Net Proceeds are insufficient to pay
the costs of the Restoration, Borrower shall have provided Agent
with a letter of credit, cash deposit or similar equivalent
security in the amount of such deficiency in form, content and
issuer reasonably satisfactory to Agent;
 66




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(G)
    
    Agent shall have received
architectural plans and specifications for all restoration and
repairs and an estimate of the costs and expenses of all such
restoration and repairs, all of which shall be in form
reasonably acceptable to Agent; and(H)
    
    Prior to any disbursement by
Agent, the following information and documentation shall have
been obtained by Borrower, at Borrowers expense, and submitted
to Agent, which information and documentation shall be in form
and substance reasonably satisfactory to Agent:
 (1)
    
    A request for
disbursement signed by Borrower, accompanied by billing
statements, vouchers or invoices, which request for
disbursement shall expressly warrant that the work with
respect to which the advance is requested has been
performed in all material respects in accordance with
the approved plans and specifications for the
restoration or repair;(2)
    
    Proof that all
invoices for labor and materials previously submitted by
Borrower and approved and reimbursed by Agent have been
paid, except for those the subject of the current
request for disbursement;(3)
    
    Lien waivers for
all payees under previous requests for disbursements;(4)
    
    With respect to a
Casualty the insurance proceeds with respect to which
are $5,000,000 or more, a report from Borrowers
architect or, if Agent shall elect, Agents consultant,
which shall specify the percentage of completion of
restoration or repair, shall provide detailed comments
on specific work performed since the date of the last
such report, and, if required by Agent, an estimate of
the cost to complete the restoration and repair after
taking into account the work then completed;(5)
    
    At the request of
Agent, a title report or endorsement to the Title Policy
showing no Liens of record other than the Permitted
Encumbrances;(6)
    
    Copies of the
agreements pursuant to which the restoration or repair
shall be done, all of which shall
 67




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be in form and substance reasonably satisfactory to
Agent, and which also shall be reasonably
satisfactory to Agent as to the party performing the
construction obligations thereunder;(7)
    
    An assignment to
Agent of all construction and design-professional
contracts (which may be pursuant to the Mortgage and the
Assignment of Agreements), together with the written
consent to such assignments by all parties to such
contracts (which may be included in any such contract);
and(8)
    
    Such other
information and documentation as Agent may reasonably
request regarding the Improvements and the restoration
or repairs and the cost thereof.
 (ii)
    
    Notwithstanding Section 5.12(d)(i)
hereof, if Agent does not elect to hold the Net Proceeds, Borrower
shall not disburse any Net Proceeds other than in accordance with the
conditions of this Section 5.12(d) and Sections 5.12(e)
and 5.12(f) hereof.
 subsections (A) (H) Section 5.12(d)(i) Section 5.14 provided Section 5.12(d)(i)(A) Section 5.14
   68




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SECTION 5.13.    Taking of the Mortgaged Property.
  provided however Condemnation Proceeds Disbursement Threshold Section 5.13(d)(iii)
 Section 2.4(f)
 69




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##### 



Section 5.12(d)
 subsections (A) (H) Section 5.12(d)(i) Section 5.14 provided Section 5.12(d)(i)(A) Section 5.14
  SECTION 5.14.    Application of Proceeds of Casualty or Taking to Loan; Loan Repayment. Section 5.12(e) Section 5.13(d)(ii) Section 5.12(d)
 SECTION 5.15.    Costs and Expenses.
 70




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SECTION 5.16.    Transfers.
     71




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Permitted Transfer
 Sections 4.34 5.33
 clause (i) provided
 (A)
    
    Borrower shall have given Agent
prior notice of such merger or consolidation;(B)
    
    after such merger or
consolidation, Borrower shall continue to comply with the terms
of Sections 4.34 and 5.33 hereof;(C)
    
    no such merger or consolidation
shall have a Material Adverse Effect;(D)
    
    following such merger or
consolidation, the obligations of Guarantor under the Loan
Documents to which it is a party shall not be affected (and
without limiting the foregoing, such obligations shall remain
binding on Guarantors successor by such merger or
consolidation);(E)
    
    either (i) Guarantor shall be the
surviving entity and shall remain a Public Company, (ii) a
Public Company that is a Permitted Transferee shall be the
surviving entity, (iii) a Permitted Transferee which is required
by United States law to have and does have in place a program
reasonably acceptable to Agent to confirm compliance by it and
its investors with the Patriot Act and other laws relating to
money laundering and terrorism shall be the surviving entity or
(iv) if none of the foregoing clauses (i), (ii)
or (iii) apply, then prior to such merger or
consolidation, Borrower shall have informed Agent as to the
identity of the proposed merger or consolidation party, the
surviving entity and its investors and delivered to Agent such
information and entered into such modifications of the Loan
Documents as Agent reasonably requests to confirm Borrowers,
Agents and Lenders on-going compliance with the Patriot Act
and other laws relating to money laundering and terrorism,
 72




---



##### 



including as a result of such merger or consolidation and any
future sales of direct or indirect interest occurring after
such merger or consolidation; and(F)
    
    with respect to any merger or
consolidation of Guarantor, if Guarantor is not the surviving
entity, then the surviving entity shall be primarily involved
in, or have a significant business line involving, the ownership
and operation of hotels.
   clause (iv) clause (vi) Section
5.16(e)
 clause (iv) (v) Sections 4.34 5.33
 (A)
    
    Guarantor, a Public Company that
is a Permitted Transferee, and/or a Permitted Transferee which
is required by United States law to have and does have in place
a program reasonably acceptable to Agent to confirm compliance
by it and its investors with the Patriot Act and other laws
relating to money laundering and terrorism shall control and
own, directly or indirectly, all legal and beneficial ownership
interests of Interstate Operating (other than those limited
partnership interests not owned by Guarantor as of the Closing
Date) or
 73




---



##### 



(B)
    
    if the foregoing clause
(A) does not apply, then prior to such sale, transfer,
conveyance or assignment, Borrower shall have informed Agent as
to the identity of the proposed recipient of the foregoing and
its investors and delivered to Agent such information and
entered into such modifications of the Loan Documents as Agent
reasonably requests to confirm Borrowers, Agents and Lenders
on-going compliance with the Patriot Act and other laws relating
to money laundering and terrorism, including as a result of such
sale, transfer, conveyance or assignment and any future sales,
transfers, conveyances or assignments of direct or indirect
interest occurring after such sale, transfer, conveyance or
assignment.
 Permitted Transferee Affiliate Section 1.1 Section 4.34
  subclause (A) clause (ii)
    74




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##### 



clause (vi)
 clauses (i) (vi) Section 5.16(f)
 Affiliate Section 1.1 Section 5.16 Section 5.16
 SECTION 5.17.    Defense of Title.
 SECTION 5.18.    Recordation and Certain Taxes.
 75




---



##### 



SECTION 5.19.    Name, Fiscal Year and Accounting Method.
 SECTION 5.20.    Consolidation, Merger, Conveyance, Transfer or Lease.
 SECTION 5.21.    Organization Restrictions. Section 5.21 Section 5.16
 SECTION 5.22.    Changes in Zoning.
 SECTION 5.23.    Limitation on Indebtedness.
 SECTION 5.24.    Distributions, Dividends and Affiliate Payments. provided however Section 5.29
 76




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##### 



SECTION 5.25.    ERISA.
 SECTION 5.26.    Maintenance of Existence.
 SECTION 5.27.    Subsidiaries and Joint Ventures.
 SECTION 5.28.    Loans to Members, Etc.
 SECTION 5.29.    Transactions with Affiliates.
 SECTION 5.30.    Adverse Contracts.
 77




---



##### 



SECTION 5.31.    Utilities.
 SECTION 5.32.    Margin Stock.
 SECTION 5.33.    Patriot Act Compliance.
 ARTICLE VI
 EVENTS OF DEFAULT
 SECTION 6.1.    Events of Default. Event of
Default
 Section 2.4 2.14, 2.15 2.16
 clause (a) Section 6.1 subclause (ii)
 78




---



##### 



Section 6.1 provided however
 Section 6.1
   Section 5.2
  79




---



##### 



Sections 2.6 5.6 Section 5.8 5.7 Section 5.8 5.10(a) 5.11(a) 5.11(b) 5.11(c) 5.16 5.20 5.26(a)
 Section 5.1(a) (b) (c) (d) (e) 5.23 5.24 Section 5.21
     80




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##### 



subclauses (i) (ii) clause (p) clause (p)
 SECTION 6.2.    Acceleration of Loan. Section 6.1(i) (j)
 SECTION 6.3.    Rights and Remedies Generally.
 81




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##### 



SECTION 6.4.    Agents Right to Operate; Sums Advanced.
 Agents Right to Operate.
 (i)
    
    engage builders, construction managers,
architects, general and trade contractors, suppliers, lessors,
architects, engineers, inspectors and others for the purpose of
furnishing labor, materials, furniture, fixtures and equipment in
connection with the construction of the Premises;(ii)
    
    pay, settle or compromise all bills or claims
which may become Liens against the Premises, or which have been or may
be incurred in any manner in connection with the construction of the
Premises
 82




---



##### 



or for the discharge of liens, encumbrances or defects in the title
of the Premises;(iii)
    
    execute all applications and certificates
which may be required for any alteration, repair or renovation of or
the completion of construction, reconstruction, maintenance or
renovation of the Premises or any portion thereof or for the operation
of the Collateral or any portion thereof;(iv)
    
    take such other action (including the
employment of watchmen and the taking of other measures to protect the
Premises) or refrain from acting under this Loan Agreement as Agent may
in from time to time determine without any limitation whatsoever; and(v)
    
    make or cause Lenders to make protective
advances in order to maintain, preserve and protect the Collateral.
 Sums Advanced. Section 6.4(a) Section 6.4
 SECTION 6.5.    Assignment of Funds. Sections 6.3 6.4 Sections 6.3 6.4
 SECTION 6.6.    Accounts.
 83




---



##### 



Section 6.6
 SECTION 6.7.    No Liability of Agent or Lenders.
 SECTION 6.8.    Management Agreement and Affiliate Agreements.
 84




---



##### 



SECTION 6.9.    Right of Offset.
 SECTION 6.10.    Termination of Loan Agreement.
 SECTION 6.11.    Right to Perform
 85




---



##### 



ARTICLE VII
 ASSIGNMENTS AND PARTICIPATIONS
 SECTION 7.1.    Assignment and Participations. Section 7.1 Assignee Section 7.5 provided however Central Bank
Pledge Pfandbrief Pfandbrief Pledge Section 7.5
 SECTION 7.2.    Participation. Participant
 86




---



##### 



SECTION 7.3.    Availability of Records.
 SECTION 7.4.    Borrowers Facilitation of Transfer.
  provided however
 87




---



##### 



provided further however
 SECTION 7.5.    Notice; Registration Requirement. Article VII Schedule 7.5 Assignment and
Acceptance Section 7.5
 SECTION 7.6.    Registry. Section 7.6 Register
 88




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##### 



SECTION 7.7.    Disclosure by Agent or Lender. Section 7.3
 SECTION 7.8.    Interest Rate Protection Agreements.
 ARTICLE VIII
 AGENT AND LENDERS
 SECTION 8.1.    Scope of Article XIII. Article VIII Article VIII Article VIII
 SECTION 8.2.    Agent.
 Appointment.
 Duties of Agent.
 89




---



##### 



Reliance by Agent.
 Delegation of Duties.
 Agent in its Capacity as a Lender.
 Relationship with Borrower.
 SECTION 8.3.    Distributions.
 90




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##### 



Section 2.9 2.15 Section 8.9 clauses (a) (c) Excluded Sums
 SECTION 8.4.    Authority, No Reliance; Binding Effect.
 SECTION 8.5.    Loan.
 Amendments and Modifications; Exercise of Rights and Remedies. Section 8.5(b)
 91




---



##### 



Restrictions of Power of Agent. Section 8.5(a) Section 8.5(b)
 Deemed Consent. Section 8.5(b)
 Instructions from Lenders.
 92




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##### 



SECTION 8.6.    Equitable Adjustments.
 SECTION 8.7.    Other Transactions.
 SECTION 8.8.    Obligations Absolute.
 SECTION 8.9.    Indemnification.
 Generally. Section 9.1 provided however
 93




---



##### 



Section 8.9 Section 8.9
 Indemnification Regarding Certain Actions.
 SECTION 8.10.    Taxes.
 SECTION 8.11.    Return of Payments.
 94




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##### 



SECTION 8.12.    No Partnership.
 SECTION 8.13.    Resignation and Removal of Agent; Successor Agent.
 Resignation. Section 8.13(c) Section 8.13(d)
 Removal of Agent. provided however Section 8.13(c)
 Appointment of Successor Agent by Requisite Lenders.
 Appointment by Resigning Agent. Section 8.13(a)
 Rights of the Successor and Prior Agent. Section 8.13(d)
 SECTION 8.14.    Defaults by any Lender.
 Consequences of Default.
 95




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##### 



Defaulting Lender Article VII
 Remedies. Section 8.14 clause (i)
 Purchase of Defaulting Lenders Interest After Default. Section 8.14(a) Exercise Notice Section 8.15
 96




---



##### 



Purchase Date Section 8.14
 SECTION 8.15.    Purchase Price; Payment for Defaulting Lenders Pro Rata Share. Purchase Price
 ARTICLE IX
 GENERAL CONDITIONS
 SECTION 9.1.    Indemnity.
 Indemnified Party
 (i)
    
    any accident, injury to or death of Persons or
loss of or damage to property occurring on or about the Premises or any
part thereof, or the adjoining sidewalks, curbs, vaults and vault
space, if any, and streets and ways;
 97




---



##### 



(ii)
    
    any design, construction, operation, use,
nonuse or condition of the Premises or any part thereof, or the
adjoining sidewalks, curbs, vaults and vault space, if any, and streets
and ways, including claims or penalties arising from violation of any
Legal Requirement or Insurance Requirement, as well as any claim based
on any patent or latent defect, whether or not discoverable by Agent or
any Lender, any claim as to which the insurance is inadequate;(iii)
    
    any performance of or failure to perform any
labor or services or furnishing of or failure to furnish any materials
or other property in respect of the Premises or any part thereof;(iv)
    
    any negligence or tortious act or omission on
the part of Borrower or any of its agents, contractors, servants,
employees, Lessees, lessees, sublessees, licensees, guests or invitees;(v)
    
    any claim or liability arising pursuant to any
Lease, any Premises Document, any Permitted Encumbrance, the Management
Agreement, the Franchise Agreement or any other agreement to which
Borrower is a party or by which the Mortgaged Property or any part
thereof is bound, including any and all amounts payable to Property
Manager or any other Person as a result of any termination of the
Management Agreement or any such other agreement, including any
termination by Agent in connection with the exercise of its rights and
remedies pursuant to this Loan Agreement or the other Loan Documents;(vi)
    
    any other relationship that has arisen or may
arise between or among Agent, Lenders, Borrower, Guarantor, any third
party with respect to the Premises or the Mortgaged Property or any of
the foregoing, as a result of the execution and delivery of the Note,
this Loan Agreement or the other Loan Documents, or any other action
contemplated hereby, thereby or by any other document executed in
connection with the Loan;(vii)
    
    any claim, action or other proceeding brought
by or on behalf of any Person against Agent or any Lender as the holder
of, or by reason of its interest in, any sum deposited or paid
hereunder or in connection herewith, any insurance proceeds, any
condemnation awards or other amounts applied to the Obligations of
Borrower; and(viii)
    
    any circumstance resulting in the impairment of the Liens of the
Mortgage or the other Security Documents.
 98




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##### 



Section 9.1
 Section 9.1
 SECTION 9.2.    No Waivers.
 SECTION 9.3.    Intentionally Omitted.
 99




---



##### 



SECTION 9.4.    Agent and Lenders Sole Beneficiaries.
 SECTION 9.5.    Entire Agreement.
 SECTION 9.6.    Assignment.
 SECTION 9.7.    Further Assurances; Filing of Financing Statements. provided however
 SECTION 9.8.    Cumulative Remedies.
 SECTION 9.9.    Amendments, Consents, Waivers, Approvals, Etc. Section
8.1
 100




---



##### 



SECTION 9.10.    Notices.
 
  
  
  
 101




---



##### 



Section 9.10
 SECTION 9.11.    Limitation on Liability. provided however
 Section 9.11
 Section 9.11
 Section 9.11
 102




---



##### 



SECTION 9.12.    Waiver of Consequential Damages, Etc.
 SECTION 9.13.    Binding Effect.
 SECTION 9.14.    Severability of Provisions.
 SECTION 9.15.    Governing Law and Consent to Jurisdiction. Section 9.10 Section 9.15
 SECTION 9.16.    Waiver of Jury Trial.
 SECTION 9.17.    No Joint Venture. Article VI
 103




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##### 



SECTION 9.18.    Determinations and Consents of Agent.
 SECTION 9.19.    Reliance by Agent on Action on Behalf of Borrower.
 SECTION 9.20.    Headings, Etc.
 SECTION 9.21.    Incorporation by Reference.
 SECTION 9.22.    Counterparts.
 SECTION 9.23.    Attorneys Fees.
 SECTION 9.24.    Employer Identification Number, Etc. Documentation
 104




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##### 



105




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##### 



IN WITNESS WHEREOF
 BORROWER:
INTERSTATE ATLANTA AIRPORT, LLCBy:
    /s/ CARRIE S. MCINTYREName:
    Carrie S. McIntyreTitle:
    Vice President and Treasurer




---



##### 



AGENT:
PB CAPITAL CORPORATIONBy:
    /s/ JONATHAN OHName:
    Jonathan OhTitle:
    Senior DirectorBy:
    /s/ DANIEL T. CERULLIName:
    Daniel T. CerulliTitle:
    Senior DirectorLENDERS:
PB CAPITAL CORPORATIONBy:
    /s/ JONATHAN OHName:
    Jonathan OhTitle:
    Senior DirectorBy:
    /s/ DANIEL T. CERULLIName:
    Daniel T. CerulliTitle:
    Senior Director