AND THE REQUIRED LENDERS HAVE ALLEGED
THAT CERTAIN EVENTS OF DEFAULT EXIST UNDER THE LOAN AGREEMENT. WITHOUT ANY
ADMISSION OF LIABILITY ON THE PART OF THE BORROWER, THE AGENT AND THE REQUIRED
LENDERS EACH HEREBY WAIVES THE EVENTS OF DEFAULT RESULTING FROM THE BORROWER'S
VIOLATION OF (I) SECTION 7.2(A) OF THE LOAN AGREEMENT, (II) SECTION 7.2(B) OF
THE LOAN AGREEMENT, (III) SECTION 7.2(C)(I) OF THE LOAN AGREEMENT, (IV) SECTION
7.2(D) OF THE LOAN AGREEMENT, (IV) SECTION 7.2(E) OF THE LOAN AGREEMENT, (V)
SECTION 7.2(L) OF THE LOAN AGREEMENT, (VI) SECTION 7.2(P) OF THE LOAN AGREEMENT
SOLELY RELATING TO THE BORROWER'S FAILURE TO DELIVER TO THE AGENT PRIOR TO THE
WAIVER EFFECTIVE DATE COPIES OF THE MONTHLY REPORTS ON THE PROGRESS OF THE
RENOVATIONS THAT WERE REQUIRED TO BE DELIVERED TO THE MEZZANINE LENDERS, (VII)
SECTION 7.13 OF THE LOAN AGREEMENT (AND RELATED SECTION 4.3 OF THE LOAN
AGREEMENT) RELATING TO BORROWER'S FAILURE, IN EACH CASE, TO SPEND AND PAY AT
LEAST $72,000,000 ON AND FOR RENOVATION CAPITAL EXPENDITURES BY THE FIRST
RENOVATION CAPITAL EXPENDITURE DATE, (VIII) SECTION 7.18(B) OF THE LOAN
AGREEMENT SOLELY WITH RESPECT TO REQUIREMENTS OR CONDITIONS THAT RELATE TO
RENOVATION CAPITAL EXPENDITURES, AND (IX) SECTION 7.24 OF THE LOAN AGREEMENT
SOLELY WITH RESPECT TO ANY MATERIAL OPERATING AGREEMENT THAT RELATES DIRECTLY TO
RENOVATION CAPITAL EXPENDITURES.
THE WAIVERS SET FORTH IN THIS SECTION 3 ARE
EFFECTIVE AS OF THE WAIVER EFFECTIVE DATE AND ONLY FOR THE INSTANCES AND TO THE
EXTENT SET FORTH ABOVE (SUCH EVENTS OF DEFAULT BEING SO WAIVED, BEING
COLLECTIVELY, THE "SPECIFIED DEFAULTS"), AND SUCH LIMITED WAIVERS SHALL NOT
CONSTITUTE A COURSE OF DEALING BETWEEN BORROWER, ON THE ONE HAND, AND THE AGENT
AND/OR THE LENDERS, ON THE OTHER HAND.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN,
NOTHING CONTAINED HEREIN SHALL CONSTITUTE A WAIVER OF ANY OTHER OR SUBSEQUENT
EVENT OR EVENT OF DEFAULT INCLUDING ANY THAT MAY EXIST AS OF THE DATE OF THIS
AMENDMENT (OTHER THAN THOSE SPECIFIED IN SECTION 3 HEREOF), WHETHER OF THE SAME
OR DIFFERENT NATURE OR A WAIVER OF ANY OF THE AGENT'S OR THE LENDERS' RIGHTS AND
REMEDIES UNDER THE LOAN AGREEMENT AND/OR ANY OF THE OTHER LOAN DOCUMENTS, ALL OF
WHICH ARE HEREBY RESERVED.
SECTION 4.
COVENANTS OF THE BORROWER.
THE BORROWER COVENANTS AND
AGREES WITH THE AGENT AND EACH OF THE LENDERS AS FOLLOWS:
(A)
THIS AMENDMENT
IS A LOAN DOCUMENT AND ALL OF THE BORROWER'S OBLIGATIONS ARISING UNDER AND
RELATING TO THIS AMENDMENT, INCLUDING THE EXIT FEE SET FORTH IN SECTION 4(B) OF
THIS AMENDMENT AND THE BORROWER'S OBLIGATION TO PAY THE INTEREST DIFFERENTIAL
(AS DEFINED BELOW) SET FORTH IN SECTION 4(C) OF THIS AMENDMENT, CONSTITUTE
OBLIGATIONS UNDER THE LOAN AGREEMENT.
(B)
ON THE DATE THAT THE OBLIGATIONS BECOME DUE AND PAYABLE (WHETHER
AT SCHEDULED MATURITY OR BY ACCELERATION OR BY VOLUNTARY PREPAYMENT OR MANDATORY
PREPAYMENT OR OTHERWISE), THE BORROWER HEREBY AGREES TO PAY TO THE AGENT, FOR
THE RATABLE BENEFIT OF THE LENDERS, AN EXIT FEE EQUAL TO .75% PERCENT OF THE
OUTSTANDING PRINCIPAL BALANCE OF