Common use of Capital Expenditures Clause in Contracts

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make Make any Capital Expenditure in any fiscal quarter or fiscal year, except for Capital Expenditures except: (i) not exceeding, in the U.S. aggregate for the Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a)Subsidiaries, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for amounts set forth below opposite such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties quarter or real estatefiscal year, as the case may be: provided, however, that (A) so long as (1) no Default has occurred and is continuing or would result from any such expenditure, and (2) after giving effect to such expenditures, total Capital Expenditures for the period from the Closing Date through the end of the current fiscal quarter are not more than 10% greater than the total projected Capital Expenditures for the same period set forth in the forecasts referenced in Section 5.05(f), the Borrower may, in such fiscal quarter, make Capital Expenditures that otherwise would have been permitted to be made in either or both of the two fiscal quarters immediately following such fiscal quarter, and in such event such additional Capital Expenditures shall reduce the amounts available in such following fiscal quarters by a like amount (allocated first to the extent deposited first succeeding fiscal quarter and then to the second); provided however that notwithstanding anything to the contrary in a prior the immediately preceding proviso, with regard to any fiscal year, and (y) all the Borrower may only make such Capital Expenditures as are permitted to be made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to fiscal year and additional Capital Expenditures that otherwise would have been permitted by to be made in the other clauses of this Section 11.12(a)one fiscal quarter immediately following such fiscal year; and (B) so long as no Default has occurred and is continuing or would result therefrom, any amount allocated to any fiscal quarter in the U.S. Borrower and its Subsidiaries table set forth above which is not expended in such fiscal quarter may make payments in respect of Capitalized Lease Obligations to be carried over for expenditure during the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in next fiscal quarter. In addition to the foregoing Capital Expenditures permitted by Expenditures, and provided that no Default shall have occurred and be continuing and the other clauses Borrower shall be in compliance on a Pro Forma Basis with all of this the covenants set forth in Section 11.12(a)7.10, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: Expenditures at any time that are paid with Specified Proceeds (1) excluding, for the purpose avoidance of expanding or constructing Improvements with respect doubt, any Specified Proceeds that are applied to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1Permitted Acquisitions)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Each Borrower will not, and will not permit any of its Subsidiaries to, contract for, purchase or make any expenditure or commitments for Unfunded Capital Expenditures except: in an aggregate amount for all Borrowers and Subsidiaries (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott 2020, in excess of up to $40 million in the aggregate40,000,000, (Bii) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures the90,000,000 in any fiscal year shall not exceed 2.0% ending December 31, 2021, in excess of Adjusted Total Assets determined at $50,000,000, (iii) in the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing ending December 31, 2022, in excess of $60,000,000, and (iv) in the amount available fiscal year ending December 31, 2023, in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shallexcess of $60,000,000; provided, however, in the event Unfunded Capital Expenditures during any fiscal year are less than the amount permitted for such fiscal year, then the unused amount (the “Carryover Amount”) may be carried over and used in the immediately succeeding fiscal year subject to the following limitations: (i) any Carryover Amount shall be deemed to be the last amount spent in such succeeding fiscal year; (ii) with respect to the first 50% of the Carryover Amount, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make any Unfunded Capital Expenditure without complying with the CapEx Test; and (iii) with respect to the second 50% of the Carryover Amount (and until such Carryover amount has been extinguished), on a quarterly basis, each Borrower may, and may permit any of its Subsidiaries to, contract for, purchase or make Unfunded Capital Expenditures up to an amount that allows any such Borrowers and/or Subsidiaries to be in compliance with the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in CapEx Test after giving effect to such Unfunded Capital Expenditures. For purposes of this Section 11.12(a7.6, the “CapEx Test” shall mean Borrowers’ Fixed Charge Coverage Ratio (calculated to give effect to such Unfunded Capital Expenditures) as of the last day of the most recently ended fiscal quarter for the four (as applicable4) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall fiscal quarter period then ending is not apply when the Leverage Ratio is less than 6.00:1.00.1.25 to 1.00 on a pro forma basis..

Capital Expenditures. Permit the Borrower or the Subsidiaries to make any Capital Expenditure, except that: (a) At any time when During each Fiscal Year of the Leverage Ratio equals or exceeds 6.00:1:00, Borrower and the U.S. Borrower will not, and will not permit any of its Subsidiaries to, may make any Capital Expenditures except: so long as the aggregate amount thereof (excluding (i) expenditures pursuant to Sections 6.11(b), (c) and (d) and (ii) Capital Expenditures related to Sale and Lease-Back Transactions permitted by Section 6.03 hereof ) does not exceed for such Fiscal Year an amount equal to the U.S. Borrower sum of (1) the greater of (i) $100,000,000 and its Subsidiaries may make acquisitions (ii) 8.5% of Hotel Properties and/or other assets Consolidated Gross Total Tangible Assets as of the end of the last day of such Fiscal Year plus (2) without duplication of amounts that increased the maximum permitted amount of Capital Expenditures pursuant to this clause (a) as a result of being in accordance with clause (1)(ii) above, 10% of Acquired Assets for such Fiscal Year (the requirements “Acquired Assets Amount”), and (3) for the next Fiscal Year immediately after any Acquired Assets Amount is initially included in clause (2) above, 5% of Sections 11.09 and 11.10such Acquired Assets Amount, calculated on a cumulative basis without duplication of amounts otherwise carried forward pursuant to clause (b) below. (b) Notwithstanding anything to the contrary contained in each case Section 6.11(a) above, to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all Capital Expenditures made by the Borrower and the Subsidiaries in any Fiscal Year of the Borrower pursuant to Section 6.11(a) is less than the amount permitted for such Fiscal Year, the amount of such difference may be carried forward and used to make Capital Expenditures in the immediately following Fiscal Year. (c) Notwithstanding anything to the contrary contained in this Section 6.11, the Borrower and the Subsidiaries are permitted to make an aggregate amount of Capital Expenditures in any fiscal year Fiscal Year of the U.S. Borrower does not exceed an amount equal to 8% in excess of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate amount otherwise permitted to be made for such fiscal year plus any amounts then being held on deposit for Fiscal Year pursuant to Section 6.11(a), provided that such excess amount used to make Capital Expenditures for Hotel Properties or real estate, as in any such Fiscal Year in reliance on this Section 6.11(c) shall reduce on a dollar-for-dollar basis the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms aggregate amount of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by to be made pursuant to Section 6.11(a) in the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; andimmediately succeeding Fiscal Year. (ivd) in In addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(apursuant to Sections 6.11(a), (b) and (c), the U.S. Borrower and its the Subsidiaries may make additional Capital Expenditures: (1) for Expenditures at any time in an amount not to exceed the purpose portion, if any, of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time Cumulative Credit on the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount date of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in Borrower elects to apply pursuant to this Section 11.12(a) (as applicable) for purposes of determining basket availability only6.11(d). (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At Make or become legally obligated to make any time when Capital Expenditure, except for Capital Expenditures in the Leverage Ratio equals or exceeds 6.00:1:00ordinary course of business not exceeding, in the aggregate for the Borrower and it Subsidiaries during each Fiscal Year, the U.S. amount set forth below opposite such Fiscal Year: 2011 $ 35,000,000 2012 $ 40,000,000 2013 $ 47,000,000 2014 $ 53,000,000 2015 $ 60,000,000 ; provided, however, that if at any time, the Consolidated Total Lease Adjusted Leverage Ratio, as demonstrated in a Compliance Certificate reasonably satisfactory to the Administrative Agent, is less than 4.00 to 1.00 for the Measurement Periods ended as at the end of the two immediately prior Fiscal Quarter end dates, the restrictions set forth in this Section 7.12 shall not apply until the earlier of (i) the end of the applicable Fiscal Year or (ii) the date on which the Consolidated Total Lease Adjusted Leverage Ratio, as the end of a Measurement Period for any successive Fiscal Quarters as demonstrated in a compliance certificate reasonably satisfactory to the Administrative Agent, is equal to or greater than 4.00 to 1.00; and ; provided further, however, that if as of the last day of any Fiscal Year, the Borrower and its Subsidiaries have made Capital Expenditures in the period consisting of four Fiscal Quarters then ended in an aggregate amount less than the applicable amount set forth above, then so long as no Event of Default is then continuing, an amount equal the lesser of (i) fifty percent (50%) of the unused portion of such permitted Capital Expenditures for such Fiscal Year (excluding any unused amounts carried over from Fiscal Year prior to such Fiscal Year) and (ii) twenty-five percent (25%) of the maximum amount of Capital Expenditures permitted for such Fiscal Year (excluding any unused amounts carried over from the Fiscal Year prior to such Fiscal Year) as reflected in the table set forth above may be carried over for expenditure in the immediately following Fiscal Year. Notwithstanding the foregoing, the Borrower will notnot enter into any new lease arrangements and will not permit any of its Subsidiaries to enter into any new lease arrangements (other than leases which are subject to a binding written commitment on the Closing Date), and will not make, and will not permit any of its Subsidiaries toto make, make any uncommitted Capital Expenditures except: (i) Expenditures, unless the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with Consolidated Total Lease Adjusted Leverage Ratio for the requirements of Sections 11.09 and 11.10Measurement Period most recently completed, in each case after giving pro forma effect to such lease or Capital Expenditure, is 0.25 less than the Consolidated Total Lease Adjusted Leverage Ratio required for such Measurement Period, such compliance to be determined on the financial information most recently delivered to the extent that same constitute Capital Expenditures; Administrative Agent pursuant to Section 6.01(a) or (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(ab), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount no Default or Event of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts Default then being held on deposit for such Capital Expenditures for Hotel Properties exists or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlywould result therefrom. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At The Credit Parties and their Subsidiaries shall not make or commit to make Capital Expenditures (excluding, in any time when event, to the Leverage Ratio equals or exceeds 6.00:1:00extent constituting Capital Expenditures, the U.S. Borrower will notpurchase price for the Poly America Assets) for any Fiscal Year set forth below in excess of the amount set forth in the table below with respect to such Fiscal Year: December 31, and will not permit any 2012 $21,700,000 December 31, 2013 $17,000,000 December 31, 2014 $11,250,000 December 31, 2015 $5,000,000 December 31, 2016 $3,000,000 (b) In addition to the foregoing, in the event that the amount of its Subsidiaries to, make any Capital Expenditures except: (i) permitted to be made by the U.S. Borrower and its Subsidiaries may make acquisitions pursuant to clause (a) above in any Fiscal Year (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b) and without giving effect to clauses (c) through (e) below) is greater than the amount of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted actually made by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries during such Fiscal Year, seventy-five (75%) (or, solely in respect of the Fiscal Year ending December 31, 2012, one hundred percent (100%)) of such excess may be carried forward and utilized to make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in the immediately succeeding Fiscal Year, provided that no amounts once carried forward pursuant to this subsection 6.1(b) may be carried forward to any fiscal year of Fiscal Year thereafter and such amounts may only be utilized after the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments have utilized in respect of Capitalized Lease Obligations full the permitted Capital Expenditure amount for such Fiscal Year as set forth in clause (a) above (without giving effect to the extent any increase in such Capitalized Lease Obligations are otherwise permitted under Section 11.02; andamount pursuant to this clause (b)). (ivc) in In addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: Expenditures (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such which Capital Expenditures will not be included in any fiscal year shall not exceed 2.0% determination under subsection 6.1(a) or (b)) with the amount of Adjusted Total Assets determined Net Issuance Proceeds received by Holdings (and contributed to the Borrower) from issuances of its Stock or Stock Equivalents permitted hereunder after the Closing Date (other than issuances to officers, directors, employees and consultants of Holdings or any of its Subsidiaries) and designated for Capital Expenditures for such period in a written notice to Agent at the time the Capital Expenditure is madeof receipt by Holdings of such net cash proceeds (but, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years any event, excluding (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (Ai) the Newport Beach Marriott of up to $40 million Specified Equity Contributions which are applied as provided in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate Section 7.5 and (Dii) the Xxxxxx Island Xxxx-Xxxxxxx of up Net Issuance Proceeds which are used to $11 million in the aggregate, each of which shall be make an Investment permitted without being subject to the limitations of this clause (1by subsection 5.4(r)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under subsection 6.1(a) or (b)) The restrictions set forth in Section 11.12(awith the amount of net proceeds received by Holdings or any of its Subsidiaries from any Disposition or Event of Loss so long as such net proceeds are reinvested within three hundred sixty-five (365) shall not apply when days following the Leverage Ratio is less than 6.00:1.00date of such Disposition or Event of Loans.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not -------------------- permit any of its Subsidiaries to, make any incur Consolidated Capital Expenditures except: (i) Expenditures, provided that the U.S. Borrower and its Subsidiaries may make acquisitions Consolidated Capital Expenditures so long as the aggregate amount of Hotel Properties and/or other all Consolidated Capital Expenditures does not exceed in any fiscal year of the Borrower set forth below the respect amount set forth opposite such fiscal year below: Fiscal Year Ending Amount ------------------ ------ December 31, 2001 $13,000,000 December 31, 2002 $13,000,000 December 31, 2003 and each fiscal year thereafter $15,000,000 (b) In the event that the maximum amount which is permitted to be expended in respect of Consolidated Capital Expenditures during any fiscal year of the Borrower pursuant to Sections 8.05(a), (c) and (d) (without giving effect to this clause (b)) is not fully expended during such fiscal year, the maximum amount which may be expended during the immediately succeeding fiscal year pursuant to Sections 8.05(a), (c) and (d) shall be increased by such unutilized amount (the "Rollover Amount"), provided that such increase shall not exceed --------------- $1,000,000 in any fiscal year of the Borrower. (c) In addition to the foregoing, the amount of insurance proceeds received by the Borrower and its Subsidiaries from any Recovery Event may be used by the Borrower or such Subsidiary to make Consolidated Capital Expenditures to replace or restore any properties or assets in accordance with respect of which such proceeds were paid or to otherwise acquire productive assets usable in the requirements business of Sections 11.09 the Borrower. (d) In addition to the foregoing, the Borrower and 11.10, in each case the Subsidiary Guarantors may make Consolidated Capital Expenditures to the extent that same such Consolidated Capital Expenditures also constitute Capital Expenditures;the reinvestment of Net Cash Proceeds from Asset Sales not giving rise to the requirement to prepay the Term Loan B Loans or to reduce the Revolving Loan Commitment pursuant to Section ------- 4.02(d). ------- (iie) in In addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make Maintenance Consolidated Capital Expenditures with respect related to their Hotel Properties and other real estate the Pinjarra Project ("Pinjarra Consolidated Capital Expenditures") so long as (xi) the aggregate ------------------------------------------ amount of all Pinjarra Consolidated Capital Expenditures shall not exceed $55,000,000; provided that, for the period from the Restatement Effective Date -------- to December 31, 2002, the aggregate amount of all such Pinjarra Consolidated Capital Expenditures in any fiscal year of the U.S. Borrower does shall not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year$40,000,000, and (yii) all such Pinjarra Consolidated Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition disclosed pursuant to Capital Expenditures permitted by the other clauses of this Section 11.12(asubsection 7.01(c), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures exceptExpenditures, except that: (ia) the U.S. Borrower During any fiscal year (taken as one accounting period) Holdings and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures does not exceed $30,000,000 in any fiscal year. (b) In the event that the amount of Capital Expenditures permitted to be made by Holdings and its Subsidiaries pursuant to clause (a) above in any fiscal year (before giving effect to any increase in such permitted expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures made by Holdings and its Subsidiaries during such fiscal year, such excess (the U.S. Borrower does not "Rollover Amount") may be carried forward and utilized to make additional Capital Expenditures in succeeding fiscal years, provided that in no event shall the aggregate amount of Capital Expenditures made by Holdings and its Subsidiaries during any fiscal year pursuant to Section 8.08(a) exceed an amount equal to 8125 % of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate amount permitted for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited set forth in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be;Section 8.08(a). (iiic) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower Holdings and its Subsidiaries may make additional Capital Expenditures:Expenditures with the proceeds of Asset Sales to the extent such proceeds do not require a reduction to the Total Revolving Loan Commitment pursuant to Section 3.03(a) and such proceeds are reinvested as required by such Section 3.03(a). (1d) for Holdings and its Subsidiaries may make additional Capital Expenditures with the purpose insurance proceeds received by Holdings or any of expanding or constructing Improvements with respect to Hotel Properties; provided that its Subsidiaries from any Recovery Event so long as such Capital Expenditures are to replace or restore any properties or assets in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each respect of which shall be permitted without being subject to such proceeds were paid within one year following the limitations date of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount receipt of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyinsurance proceeds. (be) The restrictions set forth in Holdings and its Wholly-Owned Subsidiaries may make additional Capital Expenditures constituting Permitted Section 11.12(a8.02(q) shall not apply when the Leverage Ratio is less than 6.00:1.00Acquisitions.

Capital Expenditures. Make any Capital Expenditure except that (a) At any time when for the Leverage Ratio equals or exceeds 6.00:1:00fifteen-month period from May 1, 1996 through February 28, 1997, the U.S. Borrower will not, Borrowers and will not permit any of its their Restricted Subsidiaries to, may make any Capital Expenditures except: of not more than $21,000,000, of which not less than $9,500,000 shall be funded from the proceeds of Capital Asset Financing, (b) for the Capital Expenditure Test Period commencing April 1, 1997, the Borrowers and their Restricted Subsidiaries may make Capital Expenditures of not more than the sum of (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (iiA) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as $27,500,000 less (xB) the aggregate amount of Pre-Construction Expenditures (as defined in Section 9.12) which have not been repaid to the Borrowers on or before July 31, 1997, less (C) all such Capital Expenditures amounts expended by the Borrowers, directly or indirectly, in any fiscal year connection with the acquisition and development of Wolf Mountain in Park City, Utah, which have not been repaid to the U.S. Borrower does not exceed an amount equal Borrowers on or before July 31, 1997, plus (ii) up to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate $5,000,000 for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties the Killington/Pico interconnect project, or real estatesuch other projects as may be approved by the Lenders in writing and (c) during each Capital Expenditure Test Period thereafter, as the case Borrowers and their Subsidiaries may bemake Capital Expenditures not to exceed the sum of (i) $6,000,000, which amount is intended to be used for maintenance Capital Expenditures, plus (ii) the Discretionary Capital Expenditure Allowance, to the extent deposited in a prior fiscal year, and (y) all such be used for discretionary Capital Expenditures are made in accordance with the terms Capital Expenditure budget delivered under Section 6.4 hereof. Attached as Exhibit A to the Second Amendment is a description of the respective Management Agreement Borrowers' proposed capital expenditures for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is madeTest Period commencing April 1, with 1997 and those expenditures which will not be made if the unused Roll Forward Amount from one fiscal year increasing the amount available deductions referred to in subsequent fiscal years clauses (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (Ab)(i)(B) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, and (C) the Atlanta Marriott Marquis of up above are required to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. Make or become legally obligated to make any Capital Expenditure, except (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any for Capital Expenditures except: other than in connection with an Acquisition, in an amount not exceeding $250,000,000 in the aggregate for the Borrower and its Restricted Subsidiaries during each Fiscal Year; provided, that (i) any portion of the U.S. Borrower $250,000,000 amount permitted in any Fiscal Year that is not used during such Fiscal Year (the “Carry Amount”) may be carried forward for a period of one Fiscal Year and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case added to the extent that same constitute amount of permitted Capital Expenditures; Expenditures in the immediately succeeding Fiscal Year (but no portion of any Carry Amount shall be used (or deemed to be used) in the applicable Fiscal Year until the entire amount of the Capital Expenditures permitted to be made in such Fiscal Year (i.e., without giving effect to any Carry Amount) as provided in this Section shall first have been used in full) and (ii) any portion of the $250,000,000 amount permitted in addition any Fiscal Year may be subtracted from the total amount permitted in such Fiscal Year and added to the permitted amount in the immediately preceding Fiscal Year; and (b) in the case of Capital Expenditures permitted by the other clauses of this Section 11.12(a)in connection with an Acquisition, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures an amount that, together with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures Acquisition Consideration paid by the Borrower or its Subsidiaries on or after December 22, 2004, in any fiscal year of the U.S. Borrower aggregate does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estatePermitted Acquisition Limit; provided, as that in the case may be, to the extent deposited in a prior fiscal year, of both clauses (a) and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(ab), the U.S. Borrower regulatory and its Subsidiaries may make payments in respect of Capitalized Lease Obligations environmental capital expenditures necessary to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition operate assets or to the Capital Expenditures permitted by the other clauses of this Section 11.12(a)comply with law or permits and emergency capital expenditures, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate be limited and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, be included in calculating compliance with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlysuch limitations. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals The Borrower shall not make or exceeds 6.00:1:00, the U.S. Borrower will not, incur and will shall not permit any of its Subsidiaries to, to make or incur any Capital Expenditures, except Capital Expenditures except: (i) of the U.S. Borrower and its Subsidiaries may make acquisitions in an aggregate amount not in excess of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, $325,000,000 in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel PropertiesBorrower; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against 2.75 to 1.00 at any time during such fiscal year then (A) if the baskets provided for in this Section 11.12(a) (aggregate amount of Capital Expenditures made or incurred by the Borrower and its Subsidiaries exceeds $200,000,000 with respect to such fiscal year as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the first date the Leverage Ratio exceeds 2.75 to 1.00 during such fiscal year, the Borrower shall not make, incur or commit to be made or incurred, or permit any of its Subsidiaries to make, incur or commit to be made or incurred any additional Capital Expenditures during the remainder of such fiscal year (other than additional Capital Expenditures made or incurred pursuant to contractual commitments to make or incur such Capital Expenditures in such fiscal year entered into by the Borrower or any of its Subsidiaries prior to the first date that the Leverage Ratio exceeds 2.75 to 1.00); and (B) if the aggregate amount of Capital Expenditures made or incurred by the Borrower and its Subsidiaries does not exceed $200,000,000 as of the first date the Leverage Ratio exceeds 2.75 to 1.00 during such fiscal year, the Borrower shall not make, incur or commit to be made or incurred and shall not permit any of its Subsidiaries to make, incur or commit to be made or incurred any Capital Expenditures with respect to such fiscal year in an aggregate amount in excess of $200,000,000 in such fiscal year (other than additional Capital Expenditures made or incurred pursuant to contractual commitments to make or incur such Capital Expenditures in such fiscal year entered into by the Borrower or any of its Subsidiaries prior to the first date that the Leverage Ratio exceeds 2.75 to 1.00); and provided further that if the aggregate amount of Capital Expenditures made or incurred during such fiscal year of the Borrower is less than 6.00:1.00the amount (as reduced, if applicable) permitted to be made or incurred pursuant to this clause (f), then the maximum amount for the following fiscal year of the Borrower (but not any subsequent fiscal year of the Borrower) shall be increased by the amount of such difference.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its their Subsidiaries to, make any Consolidated Capital Expenditures except: (i) Expenditures, except that during any Fiscal Year the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with Consolidated Capital Expenditures so long as the requirements of Sections 11.09 aggregate amount so made by the Borrower and 11.10, in its Subsidiaries (on a consolidated basis) does not exceed during the 2005 Fiscal Year and each case Fiscal Year thereafter an amount equal to (x) $600,000,000 plus (y) an amount equal to the extent that same constitute Capital Expenditures; (ii) in addition to amount of Consolidated Capital Expenditures permitted by pursuant to the other clauses of preceding clause (x) for the immediately preceding Fiscal Year that was not utilized during such Fiscal Year; provided, that the amount attributable to this Section 11.12(a)clause (y) shall not, for any Fiscal Year, exceed $100,000,000. (b) Notwithstanding the foregoing, the U.S. Borrower and its Subsidiaries may make Maintenance Consolidated Capital Expenditures on any date with respect (i) Net Offering Proceeds which are not required to their Hotel Properties and other real estate so long be applied as (xa mandatory prepayment under Section 4.4(e) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (yii) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be;Available Equity Proceeds. (iiic) in addition to Capital Expenditures permitted by Notwithstanding the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make payments Consolidated Capital Expenditures with (i) the insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event and (ii) the Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Disposition, so long as such insurance proceeds and/or Net Sale Proceeds are used or contractually committed to be used within 360 days to make Consolidated Capital Expenditures in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under accordance with Section 11.02; and4.4(c). (ivd) in addition to Notwithstanding the Capital Expenditures permitted by the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Consolidated Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject constituting Restricted Payments to the limitations of this clause (1extent permitted by Section 8.4(b)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when for the Leverage Ratio equals or exceeds 6.00:1:00fiscal quarter ending September 30, 2002, neither Holding nor the U.S. Borrower will notmake capital expenditures, and will not or permit any of its their respective Subsidiaries toso to do, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10unless, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a)after giving effect thereto, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures capital expenditures made by the Consolidated Group in any such fiscal year quarter would not exceed 40% of EBITDA of the U.S. Consolidated Group for such fiscal quarter; and (b) for the two fiscal quarters ending on December 31, 2002, neither Holding nor the Borrower does will make capital expenditures, or permit any of their respective Subsidiaries so to do, unless, after giving effect thereto, the aggregate amount of all such capital expenditures made by the Consolidated Group in such two fiscal quarters would not exceed 40% of EBITDA of the Consolidated Group for such two fiscal quarters; and (c) for the three fiscal quarters ending on March 31, 2003, neither Holding nor the Borrower will make capital expenditures, or permit any of their respective Subsidiaries so to do, unless, after giving effect thereto, the aggregate amount of all such capital expenditures made by the Consolidated Group in such three fiscal quarters would not exceed 40% of EBITDA of the Consolidated Group for such three fiscal quarters; and (d) for fiscal quarters ending on or after June 30, 2003, neither Holding nor the Borrower will make capital expenditures, or permit any of their respective Subsidiaries so to do, unless, after giving effect thereto, the aggregate amount of all such capital expenditures made by the Consolidated Group in the four fiscal quarters ending on the date of such fiscal quarter would not exceed 40% of EBITDA of the Consolidated Group for such four fiscal quarters. For purposes of this Section 8.23, an amount equal to 8% the present value of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations entered into by a Loan Party after June 30, 2002 shall be deemed to be a capital expenditure during the extent fiscal quarter in which such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlywere entered into. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower Holdings and its Consolidated Subsidiaries shall not expend, in Capital Expenditures, more than Four Million Dollars ($4,000,000), in the aggregate, for all such expenditures in any one Fiscal Year. Notwithstanding the foregoing, Holdings and/or its Consolidated Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10expend, in each case to the extent that same constitute Capital Expenditures; , up to Ten Million Dollars (ii$10,000,000) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a)aggregate, for all such expenditures in Fiscal Year 2004. In addition, in the U.S. Borrower event that Holdings and its Consolidated Subsidiaries may make Maintenance expends, in Capital Expenditures with respect to their Hotel Properties Expenditures, less than Ten Million Dollars ($10,000,000) in the aggregate, for all such expenditures during Fiscal Year 2004, then the difference between Ten Million Dollars ($10,000,000) and other real estate so long as (x) the aggregate actual amount of all such Capital Expenditures in any fiscal year of Fiscal Year 2004 shall be added to the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues Four Million Dollar (determined at the time such Capital Expenditure is made$4,000,000) from all such Hotel Properties and other real estate limitation for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties Fiscal Year 2005, so that the maximum amount of permitted Capital Expenditures for Fiscal Year 2005 will be the sum of (i) Four Million Dollars ($4,000.000), plus (ii) the difference between Ten Million Dollars ($10,000,000) and the actual amount of all Capital Expenditures of Holdings and its Consolidated Subsidiaries for Fiscal Year 2004. As used herein, "Capital Expenditures" shall mean all expenditures made in respect of the cost of any fixed asset or real estateimprovement, as the case may beor replacement, to the extent deposited in substitution, or addition thereto, having a prior fiscal useful life of more than one (1) year, including, without limitation, those arising in connection with the direct or indirect acquisition of such assets by way of increased product or service charges or offset items or in connection with Capital Leases. Notwithstanding the foregoing, for purposes of measuring Holdings' and (y) all such its Consolidated Subsidiaries' compliance with the limitations on Capital Expenditures are made in this Section 7.2, any cash proceeds received from the sale of fixed assets during any Fiscal Year shall reduce and offset the amount of Capital Expenditures for Holdings and its Consolidated Subsidiaries for that Fiscal Year. "Capital Leases" shall mean any leases of property that, in accordance with GAAP, should be reflected as liabilities on the terms balance sheet of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyPerson. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Permit Capital Expenditures except: of the Restricted Subsidiaries on a consolidated basis during any fiscal year to be greater than the amount set forth below for such fiscal year: Fiscal Year Amount 2002 $155,000,000 2003 $170,000,000 2004 $150,000,000* 2005 $195,000,000 101 * it being agreed that up to $35,000,000 of the amount, if any, of Capital Expenditures deemed to have been made in connection with the proposed "build-to-suit" construction of an operating facility referred to in Section 6.01(s) arising solely as a result of the Mexican Subsidiary's possessing title to such facility pending a sale-leaseback shall be deemed not to constitute Capital Expenditures for purposes of this Agreement. provided, however, that (i) Restricted Subsidiaries shall be permitted to carry forward the U.S. Borrower total amount of unused permitted Capital Expenditures for any immediately preceding fiscal year (without giving effect to the amount of any unused permitted Capital Expenditures that were carried forward to such preceding fiscal year) to the immediately succeeding fiscal year so long as the aggregate Capital Expenditures do not exceed $200,000,000 in fiscal year 2003 and its Subsidiaries $250,000,000 in fiscal year 2004 and each fiscal year thereafter; (ii) Capital Expenditures may make acquisitions not be made by Holdings; and (iii) following the Closing Date, the amount of Hotel Properties and/or other assets Capital Expenditures permitted for each fiscal year shall be increased, in accordance with the requirements case of Sections 11.09 the first fiscal year in which an Acquired Asset is acquired, by 15%, and 11.10for each subsequent fiscal year, by 10%, of Acquired Assets (the "Acquired Assets Amount"), plus for each fiscal year commencing after any Acquired Assets Amount is added to the amount of permitted Capital Expenditures, 5% of such Acquired Assets Amount, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held calculated on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlycumulative basis. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, commit to make any Capital Expenditures except: (i) Expenditures, except that the U.S. Borrower and its Subsidiaries may make acquisitions or commit to make Capital Expenditures not exceeding the amount set forth below (the "Base Amount") for each of Hotel Properties and/or the fiscal years or periods of the Borrower (or other period) set forth below: Fiscal Year or Period Base Amount --------- ----------- Closing Date to the end of FY 2000 $40,000,000 FY 2001 $50,000,000 FY 2002 $32,000,000 FY 2003 $30,000,000 FY 2004 $30,000,000 FY 2005 and thereafter $30,000,000 provided that (i) for any period set forth above, the Base Amount set forth above may be increased by a maximum of 50% of the Base Amount for any such period by carrying over to any such period any portion of the Base Amount (as increased) not spent in the immediately preceding period, (ii) for each period of the Borrower, the Base Amount for such period set forth above shall be increased by the amount of any net cash proceeds from the issuance of Capital Stock of the Borrower to, or any capital contribution to the Borrower by, the Investor Group or its Affiliates and (iii) for each period of the Borrower, the Base Amount for such period set forth above shall be increased in the event any Person or assets of such Person (an "Acquired Person") is acquired as permitted herein by an amount equal to 110% of the amount of capital expenditures (determined in accordance with GAAP) of such Acquired Person for the requirements of Sections 11.09 and 11.10, in each case twelve months prior to the extent that same constitute date it was acquired ("Acquired Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a"); provided that, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as the fiscal year in which such Person becomes an Acquired Person, the Base Amount shall be increased by the product of (xA) the aggregate amount of all such Acquired Capital Expenditures of such Acquired Person times (B) a fraction, the numerator of which is the number of days remaining in any the fiscal year of the U.S. Borrower does not exceed an amount equal in which such Acquired Person was acquired and the denominator of which is 365; and provided, further, that, notwithstanding anything to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such contrary herein, additional Capital Expenditures for Hotel Properties may be made with net proceeds received in property sales or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(adispositions under subsection 8.5(g), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv8.5(h) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(aor 8.5(i), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make, or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its their Subsidiaries toto make, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) would cause the aggregate amount of all such Capital Expenditures made by the Borrowers and their Subsidiaries in any period set forth below to exceed the amount set forth below for such period. PERIOD AMOUNT ------ ------ Closing Date through and including April 30, 1999 $1,300,000 May 1, 1999 through and including April 30, 2000 $2,000,000 Each fiscal year thereafter $3,000,000 PROVIDED, HOWEVER, (a) that amounts permitted to be expended in a Fiscal Year that are not expended in such Fiscal Year, but not in excess of fifty (50%) percent of such prior year's unused amount (not including any amount permitted to be carried forward from a prior year) shall be permitted to be expended in (but only in) the U.S. Borrower does not exceed an amount equal subsequent Fiscal Year; (b) amounts comprising Excess Cash Flow after giving effect to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate prepayments required under Section 2.6 shall be permitted to be expended for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as (over and above the case may be, to amounts set forth above) in the extent deposited twelve months following the date of required prepayment in a prior fiscal any year, ; and (yc) all such Permitted Acquisitions and amounts representing Capital Expenditures are made in accordance paid or incurred with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition respect to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise an acquisition permitted under Section 11.02; and (iv) 6.4 in addition the ordinary course of its business prior to the Capital Expenditures permitted by the other clauses consummation of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year a Permitted Acquisition shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million be deemed included in the aggregate, (B) the Orlando World Center Marriott calculation of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only103 the maximum annual Capital Expenditures permitted to be made hereunder, so long as such amounts representing Capital Expenditures paid prior to a Permitted Acquisition were incurred prior to the date of consummation of such Permitted Acquisition and were not incurred in anticipation of such Permitted Acquisition, and otherwise conform with the terms and conditions of Section 6.2. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, become legally obligated to make any Capital Expenditure, except for Capital Expenditures exceptnot exceeding, in the aggregate for the Borrower and its Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year: 2009 $ 200,000,000 2010 $ 225,000,000 2011 $ 125,000,000 2012 $ 150,000,000 2013 $ 150,000,000 ; provided, however, that so long as no Default has occurred and is continuing or would result from such expenditure, any portion of any amount set forth above, if not expended in the fiscal year for which it is permitted above, may be carried over for expenditure in the immediately following fiscal year only; and provided, further, if any such amount is so carried over, it will be deemed used in subsequent fiscal year before the amount set forth opposite such fiscal year above. (w) Section 7.12(a) of the Credit Agreement is hereby amended by (A) replacing “Debt Securities, the McData Notes, any Indebtedness permitted under Sections 7.02(g), (h) or (i)” with “the McData Notes, any Indebtedness permitted under Sections 7.02(g), (h), (i) or (v)” and (B) replacing “Section 7.02(d), or 7.02(i)” in the proviso with “Section 7.02(d), 7.02(g), 7.02(i) or 7.02(v)”. (x) Section 7.12(b) of the Credit Agreement is hereby amended and restated in its entirety as follows: “amend or modify, or permit the amendment or modification of, any Related Document, the Permitted Receivables Documents or any document governing the Indebtedness permitted to be incurred under Section 7.02(i) and 7.02(v), or the McData Notes in a manner that, taken as a whole, is materially adverse, in the Borrower’s reasonable determination, to the interests of the Lenders; or” (y) Section 1.01 of the Credit Agreement is hereby amended as follows: (i) the U.S. Borrower and The definition of “Applicable ECF Sweep Percentage” shall be deleted in its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures;entirety. (ii) in addition The definition of “Change of Control” is hereby amended by adding “the Indebtedness permitted to Capital Expenditures permitted by be incurred under Section 7.02(i),” immediately after the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year first occurrence of the U.S. Borrower does not exceed an amount equal to 8% word “governing” in clause (d) of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be;definition. (iii) in addition to Capital Expenditures permitted The definition of “Collateral Documents” is hereby amended by adding “the other clauses of this Section 11.12(a)First Lien Intercreditor Agreement, the U.S. Borrower and its Subsidiaries may make payments Junior Lien Intercreditor Agreement,” immediately after “Security Agreement,”. (iv) The definition of “Consolidated EBITDA” is hereby amended by: (A) deleting the first parenthetical phrase “(other than for purposes of calculating Excess Cash Flow)” in respect of Capitalized Lease Obligations to the extent first proviso; (B) deleting the second parenthetical phrase “(if consummated during such Capitalized Lease Obligations are otherwise permitted under Section 11.02Measurement Period)” in the first proviso; and (ivC) deleting the last proviso in addition its entirety and replacing it with the following: “provided, further, that the Consolidated EBITDA of the Borrower for the fiscal quarters ended January 26, 2008, April 26, 2008, July 26, 2008 and October 25, 2008, was $94,287,000, $93,381,000, $96,230,000 and $105,748,000, respectively, and the Consolidated EBITDA of the Acquired Business as adjusted to the Capital Expenditures permitted by the other clauses of this Section 11.12(a)Borrower’s fiscal quarters ended January 26, the U.S. Borrower 2008, April 26, 2008, July 26, 2008 and its Subsidiaries may make additional Capital Expenditures:October 25, 2008, was $41,075,000, $32,270,000, $36,391,000 and $36,391,000, respectively.” (1v) for the purpose The definition of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year “Consolidated Interest Charges” shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for be amended by (A) deleting the Newport Beach Marriott of up to $40 million in the aggregate, word “and” immediately before (b) and (B) adding the Orlando World Center Marriott of up to $60 million following immediately after “GAAP,” in the aggregate, clause (b): “and (C) commissions, discounts, yield and other fees and charges incurred in connection with any Permitted Receivables Financing which are payable to any person other than the Atlanta Marriott Marquis Loan Parties,” (vi) The definition of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which “Consolidated Senior Secured Leverage Ratio” shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyamended by adding “senior,” immediately before “senior subordinated”. (bvii) The restrictions set forth definition of “Convertible Note Hedge” shall be amended and restated to read in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.its entirety as follows:

Capital Expenditures. (a) At any time when Prior to the Leverage Ratio equals or exceeds 6.00:1:00Closing Date, the U.S. Borrower will notSellers shall make, and shall cause Cxxxx XX to make, capital expenditures in the amounts and at the times set forth in the 2008 Capital Budget on projects other than the Fire Loss contemplated by Section 7.25 hereof; provided, however, that the Sellers may change the projects for which they make capital expenditures from those which the 2008 Capital Budget provides will not permit any of its Subsidiaries to, make any Capital Expenditures except: be undertaken prior to the Closing Date if the projects on which the capital expenditures are made by the Sellers: (i) are included in the U.S. Borrower 2008 Capital Budget for the portion of the year following the Closing Date and its Subsidiaries may make acquisitions do not relate to the Fire Loss contemplated by Section 7.25, or (ii) are undertaken in response to an emergency and do not constitute a Casualty Loss covered by Section 1.4 or the Fire Loss referred to in Section 7.25, or (iii) if the expenditures are made after the date of Hotel Properties and/or other assets this Agreement, they either have been approved in accordance with advance by the requirements of Sections 11.09 and 11.10Purchaser or do not exceed $250,000 individually or $500,000 in the aggregate and, in each case case, do not relate to a Casualty Loss covered by Section 1.4 or the Fire Loss referred to in Section 7.25. If the Sellers fail during 2008 prior to the extent that same constitute Capital Expenditures; (ii) in addition Closing Date to Capital Expenditures permitted make capital expenditures required by the other clauses of this Section 11.12(a)7.19 on projects other than the Fire Loss referred to in Section 7.25 which, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up are at least equal to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount specified in the 2008 Capital Budget for the entire 2008 calendar year multiplied by a fraction, the numerator of which is the number of calendar days in 2008 on or prior to the Closing Date and the denominator of which is 365 (the foregoing portion of the 2008 Capital Budget is referred to as the “Required Pre-Closing Capital Expenditures”), as the sole remedy for such failure, the amount by which such capital expenditures made by Seller in 2008 on or prior to the Closing Date are less than the Required Pre-Closing Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined be a credit against the Purchase Price and the Closing Payment at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal yearsClosing. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in In the event that such capital expenditures made by Sellers in 2008 on or prior to the Leverage Ratio subsequently exceeds 6.00:1.00Closing Date exceed the applicable Required Pre-Closing Capital Expenditures, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyexcess shall increase the Purchase Price and the Closing Payment at the Closing. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Make New Mill Capital Expenditures except: (iincluding, without limitation, by way of capitalized leases) which, in the U.S. aggregate, as to Borrower and its Subsidiaries may make acquisitions Subsidiaries, exceed during any fiscal year of Hotel Properties and/or other assets Borrower the amount set forth opposite such fiscal year in accordance with the requirements of Sections 11.09 and 11.10following schedule: FISCAL YEAR PERMITTED NEW MILL CAPITAL EXPENDITURES ----------- --------------------------------------- July 31, in each case to 2000 $80,000,000 July 31, 2001 $40,000,000 plus the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by New Mill Carryover Amount July 31, 2002 $0 plus the other clauses of this Section 11.12(a)New Mill Carryover Amount July 31, 2003 $0 For any fiscal year, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) New Mill Carryover Amount shall be the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such permitted New Mill Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a all prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up above schedule without giving effect to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that any New Mill Carryover Amount less the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. New Mill Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlywithin such prior fiscal years. (b) The restrictions Make new Capital Expenditures (including, without limitation, by way of capitalized leases and New Mill Capital Expenditures in excess of the amounts permitted above) which, in the aggregate, as to Borrower and its Subsidiaries, exceed during any fiscal year of Borrower the amount set forth opposite such fiscal year in the following schedule: FISCAL YEAR PERMITTED CAPITAL EXPENDITURES ----------- ------------------------------ July 31, 2000 $30,000,000 July 31, 2001 $30,000,000 plus Carryover Amount July 31, 2002 $25,000,000 plus the Carryover Amount July 31, 2003 $20,000,000 plus the Carryover Amount The Carryover Amount for any fiscal year shall mean the lesser of (x) $5,000,000 or (y) the excess (if any) of the amount of Capital Expenditures permitted pursuant to this Section 11.12(a8.2.8(b) for the immediately prior fiscal year over the actual aggregate amount of Capital Expenditures made within said fiscal year. For the purposes of this Section 8.2.8(b), New Mill Capital Expenditures permitted pursuant to Section 8.2.8(a) above shall not apply when the Leverage Ratio is less than 6.00:1.00be included within Capital Expenditures.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will shall not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures made by the Borrower and its Restricted Subsidiaries to exceed U.S. $40,000,000 in any fiscal year year, PROVIDED that if the aggregate amount of the Capital Expenditures for any Qualifying Fiscal Year shall be less than U.S. Borrower does not exceed an amount equal to 8$40,000,000, then 50% of the Gross Revenues CREDIT AGREEMENT - 92 - shortfall shall be added to the amount of Capital Expenditures permitted for the immediately succeeding (determined at but not any other) Qualifying Fiscal Year and, for purposes hereof, the time such amount of Capital Expenditure is made) Expenditures made during any Qualifying Fiscal Year shall be deemed to have been made first from all such Hotel Properties and other real estate the permitted amount for such Qualifying Fiscal Year and last from the amount of any carryover from any previous Qualifying Fiscal Year. For purposes hereof, a "Qualifying Fiscal Year" shall mean the fiscal year plus any amounts then being held ending on deposit for such Capital Expenditures for Hotel Properties or real estatenearest to January 3, as 2004, and each fiscal year thereafter. Notwithstanding the case may beforegoing (a) if, to the extent deposited in a prior fiscal year, and (y) all such the aggregate amount of Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in during any fiscal year shall exceed the aggregate amount permitted to be made during such fiscal year pursuant to the preceding paragraph, the Borrower shall nevertheless not exceed 2.0% of Adjusted Total Assets determined at be deemed to have breached this Section 9.17 if such excess is not greater than the time the Excess Capital Expenditure is made, with Amount for the unused Roll Forward Amount from one immediately preceding fiscal year increasing the amount available in subsequent fiscal years and (excluding any b) Capital Expenditures made during or after by the Borrower and its Restricted Subsidiaries shall not exceed U.S. $60,000,000 in any fiscal year ending December 31year. Within 60 days from the end of each fiscal year, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which Borrower shall be permitted without being subject furnish to the limitations Administrative Agent a certificate of this clause (1)), and (2) for a senior financial officer of the purpose of constructing new Hotel Properties, provided that Borrower setting forth in reasonable detail the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made by the Borrower and its Restricted Subsidiaries during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlysuch respective fiscal year. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make, or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries toto make, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) would cause the aggregate amount of all such Capital Expenditures made by the Borrower and its Subsidiaries to exceed the sum of (i) $20,000,000 in any fiscal year Fiscal Year (which, in the case of the U.S. Borrower does not exceed an Fiscal Year ending December 31, 1996, shall mean the period from May 1, 1996 to December 31, 1996) plus the aggregate amount equal to 8% of capital contributions made after the Gross Revenues (determined at First Closing Date by the time Equity Investors and new third party equity investors in Parent in such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, Fiscal Year to the extent deposited such amount was contributed to the Borrower or any of its Subsidiaries as a capital contribution in a prior fiscal year, and (y) all such Capital Expenditures are made Fiscal Year in accordance with the terms of the respective Management Agreement Loan Documents, (ii) 4% of revenues for the prior Fiscal Year (or, if the applicable bowling center is newly constructed and in the first year of its operations, revenues for such Hotel Properties Fiscal Year) of each bowling center acquired or real estate, as constructed by the case may be; Borrower or any of its Subsidiaries after the First Closing Date and (iii) in addition for any Fiscal Year after the Fiscal Year ending December 31, 1996, an amount equal to the lesser of $10,000,000 and the amount (if any) by which the amount of Capital Expenditures permitted to be made in the immediately preceding Fiscal Year pursuant to this Schedule 5.02(q) exceeds the amount of Capital Expenditures actually made in such immediately preceding Fiscal Year; provided, however, that notwithstanding anything in this subsection 5.02(q) to the contrary, additional Capital Expenditures may be made by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments (x) during the period from the Second Closing Date to December 31, 1998, in respect an aggregate amount not to exceed $10,000,000 solely for management information system and point of Capitalized Lease Obligations to sale projects of the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and type described in Schedule 5.02(q) hereto and (ivy) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year Second Closing Date, in an aggregate amount not to exceed $10,000,000 in each of the Fiscal Year ending December 31, 2004 1997 and the Fiscal Year ending December 31, 1998, solely for (A) the Newport Beach Marriott purposes of up making improvements to $40 million in the aggregatenewly acquired or existing bowling centers, (B) the Orlando World Center Marriott of up to $60 million in the aggregateprovided, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregatefurther, each of which shall be permitted without being subject that to the limitations of extent that any Capital Expenditures permitted to be made within the Fiscal Year ending December 31, 1997 pursuant to this clause (1))y) shall not have been so made, and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures may be made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00Fiscal Year ending December 31, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only1998. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00A. CONSOLIDATED CAPITAL EXPENDITURES. Except as set forth in subdivision B of this subsection 7.8, the U.S. Borrower will Company shall not, and will shall not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute or incur Consolidated Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year or period indicated below, in an aggregate amount in excess of the U.S. Borrower does not exceed an corresponding amount equal to 8% of (the Gross Revenues (determined at "MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT") set forth in the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for chart below opposite such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, period; provided that -------- with respect to the extent deposited in Maximum Consolidated Capital Expenditure Amount for any fiscal year or period, at Company's option such amount may be increased (a) by a prior portion (not to exceed 20%) of the Maximum Consolidated Capital Expenditure amount for the immediately preceding fiscal year which was not utilized during such preceding fiscal year, and (yb) all such a portion (not to exceed 15%) of the amount of Maximum Consolidated Capital Expenditures are made in accordance with Amount for the terms of the respective Management Agreement for such Hotel Properties or real estateimmediately succeeding year (which, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent of such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) increase shall reduce the amount of the Maximum Consolidated Capital Expenditure Amount for such succeeding year), provided that in addition no event shall the aggregate amount of the increases to -------- the Maximum Consolidated Capital Expenditures Amount pursuant to the Capital Expenditures permitted by the other foregoing clauses of this Section 11.12(a), the U.S. Borrower (a) and its Subsidiaries may make additional Capital Expenditures: (1b) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year or period exceed $10,000,000; provided -------- further that the Maximum Consolidated Capital Expenditures Amount for each ------- fiscal year set forth below shall be increased by the amount of Consolidated Excess Cash flow for the immediately preceding fiscal year not exceed 2.0required to be used to prepay Loans pursuant to subsection 2.4B(iii)(f). 102 ============================================= MAXIMUM CONSOLIDATED FISCAL CAPITAL EXPENDITURES YEAR/PERIOD AMOUNT ============================================= Closing Date to end of fiscal year 1997 $40,000,000 --------------------------------------------- 1998 $35,000,000 --------------------------------------------- 1999 $35,000,000 --------------------------------------------- 2000 $35,000,000 --------------------------------------------- 2001 $35,000,000 --------------------------------------------- 2002 $35,000,000 --------------------------------------------- ; provided that each of the Maximum Consolidated Capital Expenditure Amounts -------- provided for above shall be increased by an aggregate amount equal to 15% of Adjusted Total Assets determined at the time purchase price paid by Company in connection with any Permitted Acquisition; provided further that such aggregate amount shall be allocated pro rata among -------- ------- the remaining periods set forth above after the consummation of the Permitted Acquisition. B. In addition to the foregoing, Company may make Consolidated Capital Expenditure is madeExpenditures (i) in connection with Permitted Acquisitions, (ii) in connection with the unused Roll Forward Amount from one fiscal year increasing Chesapeake Transaction, (iii) with the amount available in subsequent fiscal years proceeds of Specified Asset Sales and (excluding any iv) committed to be made prior to the Closing Date but made after the Closing Date, and such Consolidated Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up pursuant to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which this subsection 7.8B shall not be permitted without being subject to the limitations of this clause (1)), and (2) included for the purpose purposes of constructing new Hotel Properties, provided that calculating the aggregate amount of such Maximum Consolidated Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.subsection 7.8A.

Capital Expenditures. At any time prior to the Security Release Date: (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: Expenditures, except that (i) during the U.S. period from the Initial Borrowing Date through and including September 30, 2005, the Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets Capital Expenditures in accordance with the requirements of Sections 11.09 an aggregate amount not to exceed $20,000,000, and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by during any fiscal year of the other clauses of this Section 11.12(aBorrower thereafter (taken as one accounting period), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures does not exceed 5.00% of the aggregate amount of the Borrower’s consolidated gross revenues from continuing operations for its immediately preceding fiscal year (determined on a Pro Forma Basis for each Permitted Acquisition consummated during such immediately preceding fiscal year as if same had occurred on the first day of such immediately preceding fiscal year). In addition to the foregoing, in each year in which a Permitted Acquisition is consummated the aggregate amount of Capital Expenditures permitted to be made in such year shall be increased by an amount equal to the product of (I) 5.00% of the gross revenues from continuing operations of the respective Acquired Entity or Business acquired in each such Permitted Acquisition for the most recently ended 12-month period for which financial statements are available for such Acquired Entity or Business (as certified in the respective officer’s certificate delivered pursuant to clause (vii) of Section 9.15(a)) multiplied by (II) a fraction, the numerator of which is the number of days remaining in such fiscal year and the denominator of which is 365 (or 366, as the case may be). (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries pursuant to clause (a) above in any fiscal year of the U.S. Borrower does not exceed an (before giving effect to any increase in such permitted Capital Expenditure amount equal pursuant to 8this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such fiscal year, the lesser of (x) such excess and (y) 50% of the Gross Revenues (determined at the time such applicable permitted scheduled Capital Expenditure is madeamount as set forth in such clause (a) from all such Hotel Properties and other real estate above for such fiscal year plus any amounts then being held on deposit for such may be carried forward and utilized to make Capital Expenditures for Hotel Properties or real estate, as in the case may be, to the extent deposited in a prior immediately succeeding fiscal year, and (yprovided that no amounts once carried forward pursuant to this Section 10.07(b) all such Capital Expenditures are made in accordance with the terms may be carried forward to any fiscal year of the respective Management Agreement for such Hotel Properties or real estate, as the case may be;Borrower thereafter. (iiic) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in In addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: Expenditures (1which Capital Expenditures will not be included in any determination under Section 10.07(a) for or (b)) with the purpose amount of expanding Net Sale Proceeds received by the Borrower or constructing Improvements with respect any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 360 days following the date of such Asset Sale, but only to Hotel Properties; provided the extent that such Capital Expenditures in any fiscal year shall Net Sale Proceeds are not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up otherwise required to $40 million in the aggregate, (B) the Orlando World Center Marriott of up be applied as a mandatory repayment and/or commitment reduction pursuant to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1Section 5.02(e)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (d) In addition to the foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 10.07(a) or (b)) The restrictions set forth with the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 360 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 11.12(a5.02(g). (e) shall In addition to the foregoing, the Borrower and its Qualified Wholly-Owned Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not apply when be included in any determination under Section 10.07(a) or (b)) constituting Permitted Acquisitions effected in accordance with the Leverage Ratio is less than 6.00:1.00requirements of Section 9.15.

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, commit to make any Capital Expenditure, except Capital Expenditures except: of the Borrowers in the ordinary course of business made while no Event of Default has occurred and is continuing not exceeding in any fiscal year of ASC the sum of (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10$15,500,000, in each case to the extent that same constitute Capital Expenditures; (ii) an amount equal to 50% of the aggregate excess of LTM EBITDA for the prior fiscal year over the minimum LTM EBITDA required by Section 7.1(a) for such fiscal year (without adding in addition to Capital Expenditures any Non-Operating Asset Sale Proceeds as permitted by the other clauses of this Section 11.12(aproviso to such Section), (iii) an amount equal to Non-Operating Asset Sale Proceeds received during such fiscal year in excess of the U.S. Borrower aggregate amount of such proceeds applied to satisfy the minimum LTM EBITDA requirements of Section 7.1(a) for such fiscal year, up to a maximum of $4,000,000 for this clause (iii), and its Subsidiaries (iv) an amount equal to 50% of the Non-Operating Asset Sale Proceeds received during such fiscal year from any additional Disposition of Non-Operating Assets permitted pursuant to the proviso to Section 7.5(e); provided, that any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year; and provided, further, that the Borrowers shall be permitted to make Maintenance additional Capital Expenditures with respect to their Hotel Properties and other real estate (A) as described on Schedule 7.7 so long as (x) the aggregate amount of all such Capital Expenditures do not exceed in any such fiscal year the amount set forth for such fiscal year on Schedule 7.7 (provided that if the amount set forth on such Schedule to be expended for any such item in any fiscal year of the U.S. Borrower does is not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for expended in such fiscal year plus any amounts then being held on deposit for such Capital Expenditures item, the amount for Hotel Properties or real estate, as the case such item not so expended in such fiscal year may be, to the extent deposited be expended for such item in a prior any subsequent fiscal year, ) and are for the items described on such Schedule 7.7 and (y) all for each such described item, the amount expended on such item does not exceed the amount set forth on such Schedule for such item; (B) in respect of the conversion of operating leases existing on the Closing Date and listed on Schedule 6.13 into Capital Expenditures are made Leases within 60 days after the Closing Date and (C) with the Net Cash Proceeds of any Recovery Event with respect to which a Reinvestment Notice has been delivered in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a2.9(b), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower Parent will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: Expenditures, except that (ix) during the U.S. period (taken as one accounting period) commencing on the Restatement Effective Date and ending on December 31, 1998, the Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures (exclusive of acquisitions otherwise permitted by this Agreement) so long as the other clauses aggregate amount of this Section 11.12(a), such Capital Expenditures does not exceed $25,000,000 during such period and (y) during any fiscal year thereafter (taken as one accounting period) the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate (exclusive of acquisitions otherwise permitted by this Agreement) so long as (x) the aggregate amount of all such Capital Expenditures does not exceed $13,500,000 in any fiscal year. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the Capital Expenditures made by the Borrower and its Subsidiaries in any period set forth in clause (a) above are less than the amount permitted to be made in such period (without giving effect to any additional amount available as a result of this clause (b) or clause (c) below), the amount of such difference may be carried forward and used to make Capital Expenditures in the immediately succeeding fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be;Borrower. (iiic) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in In addition to the Capital Expenditures permitted by the other pursuant to preceding clauses of this Section 11.12(a(a) and (b), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: Expenditures consisting of (1i) for the purpose reinvestment of expanding or constructing Improvements with respect Net Sale Proceeds from asset sales not required to Hotel Properties; be applied to repay Loans pursuant to Section 4.02(e) and (ii) the reinvestment of insurance proceeds from Recovery Events not required to be applied to repay Loans pursuant to Section 4.02(g), provided that such in each case any proceeds that are so used to make Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up pursuant to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)c) are, to the extent required by Section 4.02(e) or (g), and (2) for as the purpose case may be, used within the period of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure as is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in such Section 11.12(a4.02(e) shall not apply when or (g), as the Leverage Ratio is less than 6.00:1.00case may be.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower The Company will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures exceptduring the period set forth below in excess of the amount set forth below with respect to such period: (ib) In the U.S. Borrower event that the amount of Capital Expenditures permitted to be made by the Company and its Subsidiaries may make acquisitions pursuant to clause (a) above in any fiscal 12-month period (before giving effect to any increase in such permitted expenditure amount pursuant to this clause (b)) is greater than the amount of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to such Capital Expenditures permitted actually made by the other clauses of this Section 11.12(a), the U.S. Borrower Company and its Subsidiaries during such fiscal year, such excess (the “Rollover Amount”) may be carried forward and utilized to make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) in succeeding fiscal years; provided that in no event shall the aggregate amount of all such Capital Expenditures in made by the Company and its Subsidiaries during any fiscal year pursuant to Section 8.08(a) of the U.S. Borrower does not this Exhibit E exceed an amount equal to 8125% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate direct amount set forth for such fiscal year plus any amounts then being held on deposit for in such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (ySection 8.08(a) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be;this Exhibit E. (iiic) Notwithstanding the proviso in addition to Capital Expenditures permitted by the other clauses Section 8.08(b) of this Section 11.12(a)Exhibit E, the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower Company and its Subsidiaries may make additional Capital Expenditures:Expenditures with the Net Cash Proceeds of Asset Sales to the extent such proceeds are not required to be applied to prepay the Loans pursuant to Section 4.02(d) of the Agreement and such proceeds are reinvested as required by Section 4.02(d) of the Agreement. (1d) for The Company and its Subsidiaries may make additional Capital Expenditures with the purpose insurance proceeds received by the Company or any of expanding its Subsidiaries from any Taking or constructing Improvements with respect to Hotel Properties; provided that Destruction so long as such Capital Expenditures are to replace or restore any properties or assets in any fiscal respect of which such proceeds were paid within one year shall following the date of the receipt of such insurance proceeds to the extent such insurance proceeds are not exceed 2.0% required to be applied to prepay the Loans pursuant to Section 4.02(g) of Adjusted Total Assets determined at the time Agreement. (e) The Company and its Wholly-Owned Subsidiaries may make Permitted Acquisitions. (f) The Company may make the Capital Expenditure is made, with Expenditures (x) contemplated by Section 8.02(q) of this Exhibit E and (y) the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (Aas set forth in Schedule 8.08(f) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1))Exhibit E, and (2) for and the purpose of constructing new Hotel Properties, provided that the aggregate amount amounts of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing reduce the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a8.08(a) shall not apply when of this Exhibit E. (g) The Israeli Subsidiaries may make additional Capital Expenditures to the Leverage Ratio extent necessary to fund their operations, provided that no credit or other support is less than 6.00:1.00provided thereby by the Parent, the Company or the other Subsidiaries of the Company.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) Expenditures, except that during any fiscal year of Borrower, the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures does not exceed in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% the sum of (x) $40,000,000 (or, in respect of the Gross Revenues (determined at period from the time such Capital Expenditure is madeInitial Borrowing Date through December 31, 2012, $30,000,000) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made a percentage of the acquisition price of each Acquired Entity or Business acquired after the Initial Borrowing Date pursuant to a Permitted Acquisition, which percentage shall equal either 5% at any time prior to the first anniversary of the Initial Borrowing Date or 3% thereafter; provided that, in accordance with the terms case of the respective Management Agreement fiscal year in which such Permitted Acquisition of an Acquired Entity or Business is consummated (commencing with any such Permitted Acquisition consummated in the Borrower’s fiscal year ending December 31, 2012), such amount shall be prorated by multiplying the amount specified for such Hotel Properties Acquired Entity or real estateBusiness in preceding clause (y) by a percentage, as the case may be;numerator of which is the number of days in such fiscal year after the date of the respective Permitted Acquisition and the denominator of which is 365. (iiib) in In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries pursuant to clause (a) above in any fiscal year of the Borrower (before giving effect to any increase in such permitted Capital Expenditure amount pursuant to this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such fiscal year, such excess may be carried forward and utilized to make payments Capital Expenditures in respect the immediately succeeding fiscal year of Capitalized Lease Obligations the Borrower, provided that (x) no amounts once carried forward pursuant to this Section 10.07(b) may be carried forward to any fiscal year of the extent Borrower thereafter and (y) no amounts carried forward into a subsequent fiscal year of the Borrower may be used until all Capital Expenditures permitted pursuant to clause (a) above for such Capitalized Lease Obligations subsequent fiscal year are otherwise permitted under Section 11.02; andfirst used in full. (ivc) in In addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: Expenditures (1which Capital Expenditures will not be included in any determination under Section 10.13(a) or (b)), so long as (i) the aggregate amount for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that all such Capital Expenditures in any fiscal year shall does not exceed 2.0% the Cumulative Retained Excess Cash Flow Amount as in effect immediately before the respective Capital Expenditure, (ii) no Default or Event of Adjusted Total Assets determined Default then exists or would result therefrom, (iii) at the time the that any such Capital Expenditure is mademade (and immediately after giving effect thereto), the Borrower shall be in compliance, on a pro forma basis, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (Ax) the Newport Beach Marriott of up to $40 million financial covenants contained in the aggregate, (BSections 10.07(a) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)b), and (2) in each case for the purpose of constructing new Hotel Propertiesrespective Calculation Period (but assuming, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. pro forma compliance with (bx) The restrictions set forth in Section 11.12(a10.07(a) shall not apply when for such Calculation Period, that the minimum Interest Expense Coverage Ratio permitted pursuant to such Section 10.07(a) for such Calculation Period was 0.25:1.00 higher than the Interest Expense Coverage Ratio actually required to be maintained for such Calculation Period pursuant to such Section 10.07(a) and (y) Section 10.07(b) for such Calculation Period, that the maximum Total Net Leverage Ratio is permitted pursuant to such Section 10.07(b) for such Calculation Period was 0.25:1.00 below the Total Net Leverage Ratio actually required to be maintained for such Calculation Period pursuant to such Section 10.07(b)), and (y) a First Lien Senior Secured Net Leverage Ratio of less than 6.00:1.003.00:1.00, and (iv) prior to the making of such Capital Expenditure, the Borrower shall have delivered to the Administrative Agent a certificate executed by an Authorized Officer of the Borrower, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i), (ii) and (iii), and containing the calculations (in reasonable detail) required by preceding clauses (i) and (iii).

Capital Expenditures. (a) At The Borrower shall not (subject to Section 5.2(b) below) make or incur, or permit to be made or incurred, Capital Expenditures during any Fiscal Year to be, in the aggregate, in excess of $900,000,000; provided, however, that to the extent that actual Capital Expenditures for any Fiscal Year shall be less than $900,000,000 (without giving effect to the carryover permitted by this proviso), 50% of the difference between said stated maximum amount and such actual Capital Expenditures shall, in addition, be available for Capital Expenditures in the next succeeding Fiscal Year. (b) Notwithstanding anything in this Section 5.2, (i) the Borrower may make such Capital Expenditures (1) in an aggregate amount that does not exceed the aggregate Available Contributions Amount at the time when of making any such Capital Expenditure, (2) with cash proceeds received by the Leverage Ratio equals Borrower or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries tofrom the incurrence of Indebtedness permitted pursuant to clauses (d), make (i), (j), (k), (n) or (o) of Section 8.1 (Indebtedness), (3) with cash received by the Borrower or any of its Subsidiaries in connection with casualty or eminent domain events, but only to the extent such proceeds are used, or are committed to be used, for such Capital Expenditures except: within 360 days from the date of receipt of such proceeds, or within 180 days after the date such a commitment to reinvest has been entered AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION into, and (i4) if the U.S. Borrower and its Subsidiaries may make acquisitions cost of Hotel Properties and/or other such Capital Expenditures is offset by credit for trade-ins of assets in accordance with the requirements of Sections 11.09 and 11.10not constituting an Asset Sale; provided, in each case to the extent of clauses (1), (2), (3) and (4) above, that same constitute Capital Expenditures; immediately before and after giving effect thereto no Default or Event of Default has occurred and is continuing; and (ii) in addition if prior to and after giving effect to each Capital Expenditures permitted by the other clauses of this Section 11.12(a)Expenditure, the U.S. Borrower and its Subsidiaries may satisfies the Excess Availability Condition on a pro forma basis, the Borrower shall be permitted to make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the foregoing limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a5.2(a) shall not apply when the Leverage Ratio is less than 6.00:1.00above.

Capital Expenditures. The Company will not make, or permit any Subsidiary to make, Capital Expenditures during the period beginning October 1, 1999 through the Maturity Date in excess of $500,000." 4.11 AMENDMENT TO SUBSECTION 6.8. Subsection 6.8 of the Loan Agreement (aSale of Assets) At any time when is hereby amended by deleting it in its entirety and replacing it with the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower following paragraph: "The Company will not, and will not permit any Subsidiary to, sell, lease or otherwise dispose of any of its Subsidiaries toproperties or assets, make any Capital Expenditures except: EXCEPT for: (i) the U.S. Borrower and its Subsidiaries may make acquisitions BONA FIDE sales of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; repossessed automobiles; (ii) sales or other dispositions in addition the ordinary course of business of obsolete or unusable property or assets (it being understood that Automobile Contracts and related receivables are excluded from this clause (ii)) in each instance, with the prior written consent of the Majority Lenders, such consent not to Capital Expenditures permitted by be unreasonably withheld, PROVIDED that notwithstanding any of the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower GE Sale, the NuVell Sale, the Crescent Sale, the Fairlane Sale and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estatePass Through Sale, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made each in accordance with the terms set out in the forms of agreement provided to the respective Management Agreement Lenders for each such Hotel Properties or real estatesale, as the case may be; are permitted sales of assets hereunder; and (iii) in addition to Capital Expenditures permitted any other sale of assets by the other clauses of this Section 11.12(a)Company, the U.S. Borrower and its Subsidiaries may make payments consented to in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted writing by the other clauses Lenders. The proceeds of this Section 11.12(a), any permitted sale of assets shall be deposited into the U.S. Borrower Blocked Account unless they are Excluded Items." 4.12 AMENDMENT TO SUBSECTION 7.2. Subsection 7.2 of the Loan Agreement (Minimum Cash Balance) is hereby amended by deleting the figure "$500,000" appearing therein and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, replacing it with the unused Roll Forward Amount from one fiscal year increasing figure "$250,000." 4.13 AMENDMENT TO SUBSECTION 7.3. Subsection 7.3 of the amount available Loan Agreement (Minimum Net Worth) is hereby amended by deleting it in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyits entirety. 4.14 AMENDMENT TO SUBSECTION 7.5. Subsection 7.5 of the Loan Agreement (bLimitation on Quarterly Losses) The restrictions set forth is hereby deleted in Section 11.12(aits entirety. 4.15 AMENDMENT TO SUBSECTION 7.6. Subsection 7.6 of the Loan Agreement (Minimum Servicing Balance) shall not apply when the Leverage Ratio is less than 6.00:1.00hereby amended by deleting it in its entirety.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) Expenditures, except that the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures does not exceed $10,000,000 in any fiscal year of the U.S. Borrower. (b) In addition to the foregoing, in the event that the amount of Capital Expenditures permitted to be made by the Borrower does not exceed an and its Subsidiaries pursuant to clause (a) above in any fiscal year of the Borrower (before giving effect to any increase in such permitted Capital Expenditure amount equal pursuant to 8this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such fiscal year, 50% of such excess may be carried forward and utilized to make Capital Expenditures in the Gross Revenues (determined at immediately succeeding fiscal year, provided that no amounts once carried forward pursuant to this Section 9.07(b) may be carried forward to any fiscal year thereafter and such amounts may only be utilized after the time such Borrower and its Subsidiaries have utilized in full the permitted Capital Expenditure is made) from all such Hotel Properties and other real estate amount for such fiscal year plus as permitted in clause (a) above (without giving effect to any amounts then being held on deposit for increase in such Capital Expenditures for Hotel Properties or real estate, as the case may be, amount by operation of this clause (b)). (c) In addition to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make payments in respect Capital Expenditures with the amount of Capitalized Lease Obligations Net Sale Proceeds received by the Borrower or any of its Subsidiaries from any Asset Sale so long as such Net Sale Proceeds are reinvested within 180 days following the date of such Asset Sale, but only to the extent that such Capitalized Lease Obligations Net Sale Proceeds are not otherwise permitted under required to be applied to reduce the Total Revolving Loan Commitment pursuant to Section 11.02; and3.03(b). (ivd) in In addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and or any of its Subsidiaries may make additional Capital Expenditures: (1) for Expenditures with the purpose amount of expanding Net Insurance Proceeds received by the Borrower or constructing Improvements with any of its Subsidiaries from any Recovery Event so long as such Net Insurance Proceeds are used to replace or restore any properties or assets in respect of which such Net Insurance Proceeds were paid within 180 days following the date of receipt of such Net Insurance Proceeds from such Recovery Event, but only to Hotel Properties; provided the extent that such Capital Expenditures in any fiscal year shall Net Insurance Proceeds are not exceed 2.0% of Adjusted otherwise required to be applied to reduce the Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up Revolving Loan Commitment pursuant to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1Section 3.03(d)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (be) The restrictions set forth in In addition to the foregoing, the Borrower and its Wholly-Owned Domestic Subsidiaries may consummate Permitted Acquisitions to the extent permitted by Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.009.02(ix).

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make, or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries toto make, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) would cause the aggregate amount of all such Capital Expenditures made by the Parent and its Subsidiaries, as determined on a Consolidated basis, in any fiscal year Fiscal Year to exceed $5,000,000 (or, when EBITDA is greater than $40,000,000 for a Measurement Period and the maximum amount of Capital Expenditures permitted for such Fiscal Year is less than $10,000,000, $10,000,000 thereafter); provided, however, that if, for any Fiscal Year, the U.S. Borrower does not exceed aggregate amount of Capital Expenditures made by the Parent and its Subsidiaries, as determined on a Consolidated basis during such Fiscal Year is less than the maximum amount permitted to be made in any Fiscal Year (the amount of such excess being the “Excess Amount”), the Parent and its Subsidiaries shall be entitled to make additional Capital Expenditures in the immediately succeeding Fiscal Year in an amount equal to 8100% of the Gross Revenues such Excess Amount, (determined at the time such Capital Expenditure is madeii) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures to be made in any fiscal year shall not exceed 2.0Fiscal Year is greater than the maximum amount permitted to be made for such Fiscal Year, up to 100% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. the next succeeding Fiscal Year (each such amount being a “Pull-Back Amount”) may be pulled back to the immediately preceding Fiscal Year and used to make Capital Expenditures made during in such immediately preceding Fiscal Year it being understood and agreed that such amount for such next succeeding Fiscal Year set forth above shall be reduced by the amount of such Pull-Back Amount and (iii) after a period when Permitted Acquisition, the Leverage Ratio foregoing limitations shall be increased by an amount equal to 125% of the average Capital Expenditures of the acquired Person for the three consecutive twelve-month periods most recently ended prior to the closing of the Permitted Acquisition. For purposes of this Section 5.02(n), it is less than 6.00:1.00 shall, in the event understood and agreed that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) following shall not apply when constitute Capital Expenditures: (i) Permitted Acquisitions, (ii) the Leverage Ratio reinvestment of any Net Cash Proceeds, (iii) expenditures of insurance settlements, condemnation awards or other settlements in respect of lost, destroyed, damaged or condemned assets or other property and (iv) expenditures for Capital Expenditures accounted for as Capital Expenditures of the Parent or any of its Subsidiaries which are paid for or reimbursed by a third party which is less than 6.00:1.00neither a Loan Party or a Subsidiary of the Borrower.

Capital Expenditures. Incur, or permit to be incurred by the Borrower and the Restricted Subsidiaries, Capital Expenditures in the aggregate during each Fiscal Year set forth below in excess of the maximum amount set forth below for such Fiscal Year: provided, however, that, (a) At to the extent that actual Capital Expenditures incurred in any time when such Fiscal Year shall be less than the Leverage Ratio equals or exceeds 6.00:1:00maximum amount set forth above for such Fiscal Year (without giving effect to the carryover permitted by this clause (a)), 100% of the difference between such stated maximum amount and such actual Capital Expenditures shall, in addition to any amount permitted above, be available for Capital Expenditures in the next succeeding Fiscal Year; which Capital Expenditures incurred in any Fiscal Year shall be deemed to have been incurred first, in respect of amounts permitted pursuant to this Section 9.14 without giving effect to this clause (a) and then, in respect of any amount permitted solely by reason of this clause (a), and (b) to the extent that Capital Expenditures for any Fiscal Year exceed the applicable amount set forth above for such Fiscal Year (without giving effect to the pull-forward permitted by this clause (b)), an amount equal to up to 50% of the amount allocated to the succeeding year (but not any year thereafter) may be carried back and utilized to make Capital Expenditures during such Fiscal Year (and the amount permitted in such subsequent year shall be reduced by the amount so carried back); provided further that with respect to any Fiscal Year in which an Acquisition permitted under this Agreement is consummated and for each Fiscal Year subsequent thereto, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any maximum amount Capital Expenditures except: for any Fiscal Year set forth above shall be increased (subject to the next succeeding proviso) by an amount equal to 130% of the quotient obtained by dividing (A)(i) the amount of Capital Expenditures made by the acquired entity, business or asset(s) for the thirty-six (36) month period immediately preceding the consummation of such Acquisition by (ii) three (3) (the “Acquired Capital Expenditure Amount”) or (B) if the acquired entity, business or asset(s) has been in existence for less than thirty-six (36) months prior to the consummation of the Acquisition, (i) the U.S. Borrower and its Subsidiaries may make acquisitions amount of Hotel Properties and/or other assets Capital Expenditures made by the acquired entity, business or asset(s) for the number of months such acquired entity, business or asset(s) has been in accordance with the requirements of Sections 11.09 and 11.10, in each case existence prior to the extent that same constitute Capital Expenditures; consummation of such Acquisition by (ii) the number of years rounded to the nearest 1/12 of one year such acquired entity, business or asset(s) has been in addition existence prior to Capital Expenditures permitted by the other clauses consummation of this Section 11.12(a)such Acquisition; provided still further that, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as any Fiscal Year during which any such Acquisition occurs, the permitted Capital Expenditures amount applicable to such Fiscal Year shall be increased by an amount equal to the product of (x) the aggregate Acquired Capital Expenditure Amount, and (y) a fraction, the numerator of which is the number of days remaining in such Fiscal Year and the denominator of which is 365 or 366, as applicable. Notwithstanding anything to the contrary herein, and without limiting the provisions of the immediately preceding paragraph, the Borrower and the Restricted Subsidiaries may make Capital Expenditures in excess of the maximum amounts set forth above for any Fiscal Year by utilizing amounts that would otherwise have been available to the Borrower and the Restricted Subsidiaries to (i) create, incur or assume Indebtedness or Disqualified Equity Interests under Sections 9.3(l), (ii) to make Investments under Sections 9.2(m), or (iii) to make Restricted Payments under Sections 9.6(k); provided that the Borrower shall have designated to the Administrative Agent in writing signed by a Responsible Officer such amounts so utilized; and provided further that the amount (or liquidation value, in the case of all Disqualified Equity Interests) of any such Indebtedness, Disqualified Equity Interests, Investments or Restricted Payments that could otherwise have been created, incurred, assumed or made, as applicable, under any such Section by the Borrower or any Restricted Subsidiary that is instead utilized to make Capital Expenditures in any Fiscal Year in excess of the amounts otherwise permitted pursuant to this Section 9.14 in such Fiscal Year (taking into account the carryover and pull-forward provisions in the immediately preceding paragraph) shall be reduced Dollar-for-Dollar by the amount thereof utilized to make any such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyFiscal Year. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, commit to make any Capital Expenditures except: (i) -------------------- Expenditures, except that the U.S. Borrower Company and its Subsidiaries may make acquisitions or commit to make Capital Expenditures not exceeding the amount set forth below (the "Base ---- Amount") for each of Hotel Properties and/or the fiscal years or periods of the Company (or other ------ period) set forth below: 66 Fiscal Year or Period Base Amount --------- ----------- Closing Date to the end of FY 2000 $40,000,000 FY 2001 $50,000,000 FY 2002 $32,000,000 FY 2003 $30,000,000 FY 2004 $30,000,000 FY 2005 and thereafter $30,000,000 provided that (i) for any period set forth above, the Base Amount set forth -------- above may be increased by a maximum of 50% of the Base Amount for any such period by carrying over to any such period any portion of the Base Amount (as increased) not spent in the immediately preceding period, (ii) for each period of the Company, the Base Amount for such period set forth above shall be increased by the amount of any net cash proceeds from the issuance of Capital Stock of the Company to, or any capital contribution to the Company by, the Investor Group or its Affiliates and (iii) for each period of the Company, the Base Amount for such period set forth above shall be increased in the event any Person or assets of such Person (an "Acquired Person") is acquired as permitted --------------- herein by an amount equal to 110% of the amount of capital expenditures (determined in accordance with GAAP) of such Acquired Person for the requirements of Sections 11.09 and 11.10, in each case twelve months prior to the extent that same constitute date it was acquired ("Acquired Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a"); ----------------------------- provided that, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as the fiscal year in which such Person becomes an -------- Acquired Person, the Base Amount shall be increased by the product of (xA) the aggregate amount of all such Acquired Capital Expenditures of such Acquired Person times (B) a fraction, the ----- numerator of which is the number of days remaining in any the fiscal year of the U.S. Borrower does not exceed an amount equal Company in which such Acquired Person was acquired and the denominator of which is 365; and provided, further, that, notwithstanding anything to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such contrary -------- ------- herein, additional Capital Expenditures for Hotel Properties may be made with net proceeds received in property sales or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(adispositions under subsection 8.5(g), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv8.5(h) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(aor 8.5(i), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower Holdings will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: Expenditures, except that during any calendar year, (i) Holdings may make Capital Expenditures in connection with a Permitted Transaction and (ii) the U.S. Borrower Holdings Acquired Subsidiaries and BFPH and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures by all such Persons in such calendar year pursuant to preceding clauses (i) and (ii) does not exceed the sum (such sum, the "Permitted CapEx Amount") of (x) $110,000,000 PLUS (y) for each Acquired Business acquired after the Restatement Effective Date and prior to the first day of such calendar year, 50% of the Acquired EBITDA of such Acquired Business for the trailing four fiscal quarters of such Acquired Business immediately preceding its acquisition PLUS (z) for each Acquired Business acquired during such fiscal year, the amount for such Acquired Business specified in preceding clause (y) multiplied by a percentage, the numerator of which is the number of days in such fiscal year after the date of the respective acquisition and the denominator of which is 365 or 366, as the case may be; PROVIDED, that notwithstanding the foregoing, in no event shall the amount of Capital Expenditures permitted to be expended in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only$150,000,000. (b) The restrictions set forth in Section 11.12(a) shall not apply when To the Leverage Ratio extent that the amount of Capital Expenditures made by Holdings and its Subsidiaries during any calendar year is less than 6.00:1.00the Permitted CapEx Amount PLUS any increase in such amount for such calendar year as provided below in this clause (b), the lesser of (x) such unused amount and (y) $50,000,000 may be carried forward and utilized by Holdings to make additional Capital Expenditures constituting Permitted Transactions and the Holdings Acquired Subsidiaries and BFPH and its Subsidiaries to make additional Capital Expenditures, in any such case, in the immediately succeeding calendar year. (c) Notwithstanding the foregoing, Holdings and its Subsidiaries may effect Permitted Transactions in accordance with the relevant requirements of this Agreement and any part of such Permitted Transactions that would constitute a Capital Expenditure shall be permitted and shall not be included in the determining compliance with the provisions of this Section 9.07.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) Expenditures, except that the U.S. Borrower and its Subsidiaries may make acquisitions Capital Expenditures during any fiscal year of Hotel Properties and/or other assets in accordance with the requirements Borrower (taken as one accounting period) so long as the aggregate amount of Sections 11.09 and 11.10such Capital Expenditures does not exceed $20,000,000 during such fiscal year. (b) In addition to the foregoing, in each case to the extent event that same constitute Capital Expenditures; (ii) in addition to the amount of Capital Expenditures permitted to be made by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect pursuant to their Hotel Properties and other real estate so long as clause (xa) the aggregate amount of all such Capital Expenditures above in any fiscal year of the U.S. Borrower does not exceed an (before giving effect to any increase in such permitted Capital Expenditure amount equal pursuant to 8this clause (b)) is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such fiscal year, the lesser of (x) such excess and (y) 50% of the Gross Revenues (determined at the time such applicable permitted scheduled Capital Expenditure is madeamount as set forth in such clause (a) from all such Hotel Properties and other real estate above for such fiscal year plus any amounts then being held on deposit for such may be carried forward and utilized to make Capital Expenditures for Hotel Properties or real estate, as in the case may be, to the extent deposited in a prior immediately succeeding fiscal year, provided that (x) no amounts once carried forward pursuant to this Section 10.07(b) may be carried forward to any fiscal year of the Borrower thereafter and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case no amounts may be; (iii) in addition be carried forward pursuant to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments 10.07(b) in respect of Capitalized Lease Obligations any fiscal year of the Borrower ended prior to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; andConversion Date. (ivc) in In addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: Expenditures (1which Capital Expenditures will not be included in any determination under Section 10.07(a) for or (b)) with the purpose amount of expanding Net Cash Proceeds received by the Borrower or constructing Improvements any of its Subsidiaries from any Recovery Event so long as such Net Cash Proceeds are used to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 360 days following the date of receipt of such Net Cash Proceeds from such Recovery Event, but only to the extent that such Net Cash Proceeds are not otherwise required to be applied as a mandatory repayment and/or commitment reduction pursuant to Section 5.02(f) or the corresponding provision of the Pulitzer Debt Documents or with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyPermitted Pulitzer Refinancing Indebtedness. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make Make any Capital Expenditure except for Capital Expenditures except:not exceeding $75,000,000 in the aggregate for the Borrower and the Restricted Subsidiaries during any fiscal year commencing with the 2010 fiscal year. (ib) Notwithstanding anything to the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets contrary contained in accordance with the requirements of Sections 11.09 and 11.10paragraph (a) above, in each case to the extent that same constitute the aggregate amount of Capital Expenditures; (iiExpenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.12(a) in addition to is less than the maximum amount of Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures 7.12(a) with respect to their Hotel Properties and other real estate so long as (x) such fiscal year, the aggregate amount of all such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in any the two succeeding fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Propertiesyears; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at be counted against the time the Capital Expenditure is made, base amount set forth in Section 7.12(a) with the unused Roll Forward Amount from one respect to such fiscal year increasing prior to being counted against any Rollover Amount available with respect to such fiscal year. (c) Upon the consummation of any Permitted Acquisition, the base amount of Capital Expenditures set forth in Section 7.12(a) shall be increased by an amount equal to the average annual amount of Capital Expenditures attributable to the Acquired Entity or Business during the two years preceding such Permitted Acquisition, effective for the fiscal year during which such Permitted Acquisition is made (but in a pro rated amount representing the portion of such year remaining) and each subsequent fiscal year. (d) In the event that the Borrower reasonably determines that, due to the occurrence of unanticipated events beyond its control, it is necessary during any fiscal year to make Capital Expenditures in excess of those otherwise permitted, the Borrower may make such Capital Expenditures; provided that (i) the amount available in subsequent fiscal years (excluding any of all such Capital Expenditures made during or after the any fiscal year ending December 31in reliance on this paragraph shall not exceed $25,000,000, 2004 for (Aii) the Newport Beach Marriott base amount of up to $40 million Capital Expenditure permitted by Section 7.12(a) during the next succeeding fiscal year shall be reduced by the amount of Capital Expenditures made in the aggregate, reliance on this paragraph and (Biii) the Orlando World Center Marriott Borrower shall notify the Administrative Agent, in a certificate signed by a Responsible Officer, of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) need for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in promptly after determining the need therefor, providing a reasonably detailed explanation of the events requiring such Capital Expenditures and the anticipated amount thereof. (e) Capital Expenditures may be made during any fiscal year shall not exceed 2.0% in excess of Adjusted Total Assets determined those otherwise permitted by this Section to the extent (i) treated as an Investment under clause (q) of Section 7.02 and permitted thereunder at the time or (ii) treated as a Restricted Payment under clause (i) of Section 7.07 and permitted thereunder at the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlytime. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when The Borrower shall not make or incur, or permit its Subsidiaries to make or incur, Capital Expenditures (exclusive of the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit Capital Expenditures made pursuant to clause (b) below) during any of its Subsidiaries tothe Fiscal Years set forth below in excess of the amount set forth below for such Fiscal Year: FISCAL YEAR MAXIMUM CAPITAL EXPENDITURES 2006 $ 130,000,000 2007 $ 125,000,000 2008 and each Fiscal Year thereafter $ 90,000,000 ; provided, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10however, in each case that to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate actual amount of such Capital Expenditures in for any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio such Fiscal Year is less than 6.00:1.00 shallthe maximum amount set forth above for such Fiscal Year (provided that actual Capital Expenditures in any Fiscal Year shall be first applied against any carryover from the prior Fiscal Year)), the difference between (i) 100% of the difference between such stated maximum amount and such actual Capital Expenditures less (ii) any amount of Capital Expenditures not utilized pursuant to this Section 8.14(a) in a given Fiscal Year but utilized pursuant to Section 8.14(b)(ii) in such Fiscal Year in excess of the Capital Expenditures otherwise permitted under Section 8.14(b) for such Fiscal Year, shall be available for additional Capital Expenditures in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, next succeeding Fiscal Year (but shall not be counted against the baskets provided for available in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyany Fiscal Year thereafter). (b) The restrictions Borrower shall not make or incur, or permit its Subsidiaries to make or incur, Capital Expenditures (exclusive of the Capital Expenditures made pursuant to clause (a) above) during any of the Fiscal Years set forth below with respect to the Borrower’s or any of its Subsidiaries’ now owned or hereafter acquired facilities used for the performance of marine support operations and/or construction of drilling, production and other structures, including, but not limited to, platform jackets, deck sections, deck facilities, production modules, drilling modules, quarters modules, oil and natural gas processing, transfer and storage facilities, floating platforms and production facilities, offshore floating terminals, and subsea production facilities, in excess of (i) the amount set forth below for such Fiscal Year plus (ii) the amount of any Capital Expenditures permitted to be made in such Fiscal Year pursuant to Section 11.12(a8.14(a) shall but not apply when actually made as of the Leverage Ratio date of determination: FISCAL YEAR MAXIMUM CAPITAL EXPENDITURES 2006 $ 40,000,000 2007 $ 45,000,000 2008 $ 45,000,000 2009 $ 40,000,000 2010 $ 30,000,000 2011 $ 20,000,000 ; provided, however, that to the extent the actual amount of such Capital Expenditures for any such Fiscal Year is less than 6.00:1.00the maximum amount set forth above for such Fiscal Year (provided that actual Capital Expenditures in any Fiscal Year shall be first applied against any carryover from the prior Fiscal Year), 100% of the difference between such stated maximum amount and such actual Capital Expenditures made pursuant to this clause (b) shall be available for additional Capital Expenditures made pursuant to this clause (b) in the next succeeding Fiscal Year (but shall not be available in any Fiscal Year thereafter); provided, further, however, that the Borrower shall use commercially reasonable efforts to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first-priority security interest in the assets acquired with Capital Expenditures made pursuant to this Section 8.14(b).

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except:to be made during each of the Years set forth below, to be in excess of the maximum amount set forth below: Maximum Amount of Year Beginning on Capital Expenditures ------------------------- ----------------------- January 1, 1999 $ 350,000,000 January 1, 2000 $ 285,000,000 January 1, 2001 $ 275,000,000 January 1, 2002 $ 115,000,000 January 1, 2003 $ 135,000,000 January 1, 2004 $ 125,000,000 ;provided, however, that, (ia) Capital Expenditures attributable to the U.S. purchase by the Borrower or the Guarantor of property being, at the time of such purchase, leased to the Borrower or the Guarantor under an operating lease shall be excluded from all of the foregoing limitations if the consideration for such purchase is not more than the Fair Market Value of such property and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case aggregate consideration for all such purchases does not exceed one hundred million Dollars ($100,000,000); (b) to the extent that same constitute actual Capital Expenditures;Expenditures for any Year shall be less than the maximum amount set forth in the chart above for such Year, the difference between such stated maximum amount and such actual Capital Expenditures up to seventy-five percent (75%) such stated maximum amount shall increase the maximum permissible Capital Expenditures that would have otherwise been authorized hereunder in -71- the next succeeding Year (and in such succeeding Year, the Capital Expenditures actually made shall be applied first to reduce the carryover permitted by this proviso); and (iic) commencing in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a)Year 2002, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such maximum permissible Capital Expenditures in any fiscal year of Year as set forth in the U.S. Borrower does not exceed chart above shall be increased by an amount equal to 8% the difference between (i) two-thirds (2/3/rd/) of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estateexcess, as the case may beif any, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott sum of up to $40 million the EBITDA of the Borrower in all previous Years commencing in the aggregate, Year 2000 (as calculated from the audited Financial Statements for such previous Years) over (B) the Orlando World Center Marriott sum of up to $60 million the EBITDA of the Borrower reflected in the aggregateProjections delivered to the Lenders on September 30, 1999 (Cwithout considering any updates thereto) for all such previous Years and (ii) the Atlanta Marriott Marquis aggregate of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. all Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in pursuant to this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyproviso. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when The Borrower and the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Canadian Borrower will not, and will not permit any of its the Restricted Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent than Permitted Acquisitions that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that would cause the aggregate amount of such Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year shall not of the Borrower (including the whole fiscal year of 2010) to exceed 2.0the greater of (a) 5% of Adjusted Total Assets net sales of the Borrower and the Restricted Subsidiaries for the immediately preceding fiscal year (as set forth in the Section 9.1 Financials with respect to such fiscal year) and (b) $85,000,000 (such greater amount, subject to the last paragraph of this Section 10.11, the “Permitted Capital Expenditure Amount”); provided that, with respect to any fiscal year of the Borrower during which a Permitted Acquisition is consummated and for each fiscal year of the Borrower subsequent thereto (to the extent the Permitted Capital Expenditure Amount for such subsequent fiscal year is established based on clause (b) of the definition of such term), the Permitted Capital Expenditure Amount applicable to such fiscal year shall be increased by an amount equal to the greater of (i) 110% of the amount of capital expenditures (determined in accordance with GAAP) made by the Acquired Entity or Business for the twelve month period immediately preceding the consummation of such Permitted Acquisition and (ii) 5% of the net sales of the Acquired Entity or Business for such twelve month period (as set forth in the audited financial statements of such Acquired Entity or Business for such period or, if such audited financial statements are not available, as set forth in the most recent financial statements of such Acquired Entity or Business delivered to the Borrower by such Acquired Entity or Business or the seller thereof in connection with such Permitted Acquisition) (such greater amount, the “Acquired Permitted Capital Expenditure Amount”); provided further that, with respect to the fiscal year of the Borrower during which any such Permitted Acquisition occurs, the Permitted Capital Expenditure Amount applicable to such fiscal year shall be increased by an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and (y) a fraction, the numerator of which is the number of days remaining in such fiscal year of the Borrower and the denominator of which is 365. Notwithstanding anything to the contrary in the preceding paragraph, to the extent that Capital Expenditures made by the Borrower and the Restricted Subsidiaries during any fiscal year are less than the Permitted Capital Expenditure Amount for such fiscal year (after giving effect to any increase in such amount pursuant to the first and second provisos in the preceding paragraph), 100% of such unused amount (each such amount, a “carry-forward amount”) may be carried forward and utilized to make Capital Expenditures in the immediately succeeding fiscal year and/or the second succeeding fiscal year following the fiscal year in which such carry-forward amount arose. Notwithstanding the foregoing, the aggregate amount available for Permitted Capital Expenditures for any fiscal year shall be reduced at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing of and in the amount available in subsequent of any Investment made pursuant to clause (B) of Section 10.5(i) during such fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyyear. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At Acquire or contract to acquire any time when fixed asset or make any other Capital Expenditure if the Leverage Ratio equals aggregate purchase price and other acquisition costs of all such fixed assets acquired and other Capital Expenditures made by the Company or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Restricted Subsidiaries toduring any fiscal year of the Company would exceed, make on a consolidated basis, an amount equal to $37,500,000 for the fiscal year of the Company ending March 31, 1999, $47,000,000 for the fiscal year of the Company ending March 31, 2000, or $50,000,000 for any Capital Expenditures except: fiscal year thereafter, plus the sum of (i) 20% of the U.S. Borrower net book value, or, if appraisals of such fixed assets have been obtained, 15% of the orderly liquidation value of such fixed assets which consist of equipment and of the fair market value of real property which consists of real estate (in each case, as determined by an appraisal acceptable to the Agent) acquired in an Acquisition (other than the Cofimeta Acquisition) permitted hereunder by the Company and its Subsidiaries may make acquisitions Restricted Subsidiaries, to be added as of Hotel Properties and/or other assets the effective date of such Acquisition (and on a pro rata basis for the fiscal year in accordance with the requirements of Sections 11.09 and 11.10which such Acquisition occurs), in each case to the extent that same constitute Capital Expenditures; plus (ii) in addition to the amount of Capital Expenditures permitted allowed for the previous fiscal year (with giving effect to any increase in the amount thereof caused by this clause (ii), commencing with the other clauses fiscal year ending March 31, 1999) minus the amount of actual Capital Expenditures for the previous fiscal year. For purposes of this Section 11.12(a5.2(k), the U.S. Borrower and its Subsidiaries may make Maintenance Permitted Mexican Manufacturing Facility Expenditures shall not be considered Capital Expenditures with respect to their Hotel Properties or an Acquisition; provided that the Company represents and other real estate so long as agrees that (x) the aggregate amount of all such Capital Permitted Mexican Manufacturing Facility Expenditures in any fiscal year of will completely acquire, construct and equip the U.S. Borrower does Mexican Manufacturing Facility and will not exceed an amount equal to 8% of the Gross Revenues $65,000,000, (determined at the time such Capital Expenditure is madey) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Permitted Mexican Manufacturing Facility Expenditures for Hotel Properties or real estate, as the case may be, acquisition of machinery and equipment shall be limited to the equipment described in writing by the Company to the Agent prior to the Effective Date and (z) neither the Company nor any of its Subsidiaries will transfer any assets of any kind to the Mexican Subsidiaries except to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million described in the aggregate, foregoing clauses (Bx) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will shall not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures made by the Borrower and its Restricted Subsidiaries to exceed U.S. $50,000,000 in any fiscal year year, provided that if the aggregate amount of the Capital Expenditures for any Qualifying Fiscal Year shall be less than U.S. Borrower does not exceed an amount equal to 8$50,000,000, then 50% of the Gross Revenues shortfall shall be added to the amount of Capital Expenditures permitted for the immediately succeeding (determined at but not any other) Qualifying Fiscal Year and, for purposes hereof, the time such amount of Capital Expenditure is made) Expenditures made during any Qualifying Fiscal Year shall be deemed to have been made first from all such Hotel Properties and other real estate the permitted amount for such Qualifying Fiscal Year and last from the amount of any carryover from any previous Qualifying Fiscal Year. For purposes hereof, a "Qualifying Fiscal Year" shall mean the fiscal year plus any amounts then being held ending on deposit for such Capital Expenditures for Hotel Properties or real estatenearest to January 3, as 2004, and each fiscal year thereafter. Notwithstanding the case may beforegoing, (a) if, to the extent deposited in a prior fiscal year, and (y) all such the aggregate amount of Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in during any fiscal year shall exceed the aggregate amount permitted to be made during such fiscal year pursuant to the preceding paragraph, the Borrower shall nevertheless not exceed 2.0% of Adjusted Total Assets determined at be deemed to have breached this Section 9.17 if such excess is not greater than the time the Excess Capital Expenditure is made, with Amount for the unused Roll Forward Amount from one immediately preceding fiscal year increasing the amount available in subsequent fiscal years and (excluding any b) Capital Expenditures made during or after by the Borrower and its Restricted Subsidiaries shall not exceed U.S. $70,000,000 in any fiscal year ending December 31year. Within 60 days from the end of each fiscal year, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which Borrower shall be permitted without being subject furnish to the limitations Administrative Agent a certificate of this clause (1)), and (2) for a senior financial officer of the purpose of constructing new Hotel Properties, provided that Borrower setting forth in reasonable detail the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made by the Borrower and its Restricted Subsidiaries during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlysuch respective fiscal year. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00."

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries to, make any Consolidated Capital Expenditures except: (i) Expenditures, except that during any Fiscal Year the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with Consolidated Capital Expenditures so long as the requirements of Sections 11.09 aggregate amount so made by the Borrower and 11.10its Subsidiaries after the Amendment/Restatement Effective Date during any such Fiscal Year does not exceed the amount set forth opposite such Fiscal Year below: FISCAL YEAR ENDING AMOUNT November 30, 2002 $50,000,000 November 30, 2003 $55,000,000 November 30, 2004 $60,000,000 November 30, 2005 $65,000,000 and thereafter (b) Notwithstanding the foregoing, in each case to the extent event that same constitute Capital Expenditures; (ii) in addition to the amount of Consolidated Capital Expenditures permitted to be made by the other clauses Borrower and its Subsidiaries pursuant to CLAUSE (A) above in any Fiscal Year is greater than the amount of this Section 11.12(a)such Consolidated Capital Expenditures made by the Borrower and it Subsidiaries during such Fiscal Year, such amount equal to the amount of Consolidated Capital Expenditures permitted pursuant to the preceding CLAUSE (A) for the immediately preceding Fiscal Year and not utilized during such Fiscal Year (the "ROLLOVER AMOUNT") may be carried forward and utilized to make Consolidated Capital Expenditures in the next succeeding Fiscal Year, PROVIDED, that no amount once carried forward to the next Fiscal Year may be carried forward to a Fiscal Year thereafter, and PROVIDED FURTHER, that Consolidated Capital Expenditures made during any Fiscal Year shall be first deemed made in respect of the Rollover Amount and then deemed made in respect of the scheduled amount permitted for such Fiscal Year. In addition, notwithstanding the foregoing, the U.S. Borrower and its Subsidiaries may make Maintenance Consolidated Capital Expenditures on any date with respect (i) proceeds of Indebtedness incurred pursuant to their Hotel Properties and other real estate SECTION 8.2(i), (ii) Net Offering Proceeds which are not required to be applied as a mandatory prepayment under SECTION 4.4(f), (iii) the insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Consolidated Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties to replace or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments restore any properties or assets in respect to which such proceeds were paid within 365 days (or committed to be paid within such 365 days so long as such replacement or restoration is made within 365 days after the end of Capitalized Lease Obligations such 365 day period) following the date of such receipt to the extent such Capitalized Lease Obligations proceeds are otherwise permitted under Section 11.02; and not required to repay Term Loans pursuant to SECTION 4.4(j), and (iv) in addition to the Capital Expenditures permitted Net Sale Proceeds received by the other clauses Borrower or any of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may from any Asset Disposition, so long as such insurance proceeds and/or Net Sale Proceeds are used or contractually committed to be used within 365 days to make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Consolidated Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, accordance with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1SECTION 4.4(d)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower Holdings will not, and will not permit -------------------- any of its Subsidiaries to, make any Capital Expenditures Expenditures, except: (i) the U.S. Borrower and its Subsidiaries and, prior to the REIT Conversion Date, the Non-Borrower Subsidiaries may make acquisitions of Hotel Properties Properties, Senior Living Care Facilities and/or other real estate assets in accordance with the requirements of Sections 11.09 9.02(viii), (ix) and 11.10(x) and may make Investments pursuant to Sections 9.05(v), (vi), (vii), (viii), (xi) and (xii), in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other preceding clause (i) and the following clauses of this Section 11.12(a(iii), (iv) and (v), the U.S. Borrower and its Subsidiaries and, prior to the REIT Conversion Date, the Non-Borrower Subsidiaries may make Maintenance maintenance Capital Expenditures with respect to their Hotel Properties Properties, Senior Living Care Facilities and other high quality real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties Properties, Senior Living Care Facilities and other high quality real estate for such fiscal year (or such higher amount as may be required pursuant to the respective Management Agreement) plus any amounts then being so held on deposit for such Capital Expenditures for Hotel Properties Properties, Senior Living Care Facilities or high quality real estate, as the case may be, to the extent deposited in a prior fiscal year, year and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties Properties, Senior Living Care Facilities or high quality real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other preceding clauses of this Section 11.12(a(i) and (ii) and the following clauses (iv) and (v), the U.S. Borrower and its Subsidiaries and, prior to the REIT Conversion Date, the Non-Borrower Subsidiaries may make additional Capital Expenditures to the extent permitted by Section 3.02(g); (iv) in addition to Capital Expenditures permitted by the preceding clauses (i), (ii) and (iii) and the following clause (v), the Borrower and its Subsidiaries and, prior to the REIT Conversion Date, the Non-Borrower Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.029.04(xii); and (ivv) in addition to the Capital Expenditures permitted by the other to be made pursuant to clauses of this Section 11.12(a(i), (ii), (iii) and (iv), the U.S. Borrower and its Subsidiaries and, prior to the REIT Conversion Date, the Non-Borrower Subsidiaries may make additional Capital Expenditures: (1) Expenditures for the purpose of expanding renovating or constructing Improvements with respect to existing Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate Properties and/or Senior Living Care Facilities and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that Properties so long as the aggregate amount of all such Capital Expenditures does not exceed (x) for the period commencing on the Effective Date and ending on the last day of the Borrower's fiscal year ending closest to December 31, 1998, $150,000,000 and (y) for any fiscal year of the Borrower thereafter, $400,000,000; provided that, to the extent -------- that the amount of Capital Expenditures made by the Borrower and its Subsidiaries and, prior to the REIT Conversion Date, the Non-Borrower Subsidiaries pursuant to preceding clause (y) during the Borrower's fiscal year ending closest to December 31, 1999 is less than $400,000,000, then the amount of such difference, but not in excess of $200,000,000, may be carried forward and used to make such Capital Expenditures in any the immediately succeeding fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyBorrower. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: Expenditures, except that during any fiscal year of the Borrower beginning on or after October 1, 1997 (i) taken as one accounting period), the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures does not exceed $15,000,000 for any such fiscal year, provided that any such amount not utilized in any fiscal year of the U.S. Borrower does not exceed an amount equal may be applied to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as in the case may be, to the extent deposited in a prior next succeeding fiscal year, and (y) all such Capital Expenditures are made provided further that any amounts so carried forward shall not be considered in accordance with the terms determination of the respective Management Agreement for such Hotel Properties or real estate, as the case may be;amounts available to be carried forward to any succeeding year. (iiib) in addition to Capital Expenditures permitted by Notwithstanding the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures:Expenditures (which Capital Expenditures will not be included in any determination under Section 9.07(a)) with the Net Sale Proceeds of Asset Sales to the extent such proceeds are not required to be applied to repay Term Loans (or reduce the Total Revolving Loan Commitment) pursuant to Section 4.02(d) and such proceeds are reinvested as required by Section 4.02(d). (1c) for Notwithstanding the purpose foregoing, the Borrower and its Subsidiaries may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 9.07(a)) with the insurance proceeds received by the Borrower or any of expanding or constructing Improvements with respect to Hotel Properties; provided that its Subsidiaries from any Recovery Event so long as such Capital Expenditures are to replace or restore any properties or assets in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each respect of which shall such proceeds were paid or contractually committed to be permitted without being subject paid within 180 days following the date of the receipt of such insurance proceeds to the limitations of this clause extent such insurance proceeds are not required to be applied to repay Term Loans (1or reduce the Total Revolving Loan Commitment) pursuant to Section 4.02(f)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (bd) The restrictions set forth Notwithstanding the foregoing, the Borrower may make additional Capital Expenditures (which Capital Expenditures will not be included in any determination under Section 11.12(a9.07(a)) shall not apply when constituting Permitted Acquisitions effected in accordance with the Leverage Ratio is less than 6.00:1.00requirements of Section 9.02(viii).

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, become legally obligated to make any Capital Expenditure, except for (x) Capital Expenditures except: made by Ralcorp on behalf of the Borrower and its Subsidiaries prior to the Closing Date, (iy) Capital Expenditures made in connection with the U.S. Canada Asset Transfer Transactions and (z) Capital Expenditures not exceeding, in the aggregate for the Borrower and its Subsidiaries an amount equal to the sum of (1) $40,000,000 in each Fiscal Year plus (2) so long as the Consolidated Leverage Ratio of the Borrower calculated as of the last day of the most recently ended Fiscal Quarter for which financial statements are available and as of the date of the making of the Capital Expenditure after giving pro forma effect to such Capital Expenditure as if it had been made on such last day 118 or such date (as applicable) would be less than 3.50:1.00, an amount not to exceed the Borrower Retained ECF Amount at the time of the making of such Capital Expenditure plus (3) any Net Equity Proceeds (collectively, such amount, the “Permitted Capital Expenditure Amount”); provided that if, in any Fiscal Year, the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during such Fiscal Year is less than $40,000,000 (any remaining amount, the “CapEx Carryover Amount”), the Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such increase Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed immediately succeeding Fiscal Year in an aggregate amount equal to 8% such CapEx Carryover Amount. With respect to any Fiscal Year during which a Permitted Acquisition is consummated and for each Fiscal Year subsequent thereto, the Permitted Capital Expenditure Amount applicable to each such Fiscal Year shall be increased by an amount (or a pro-rated portion of an amount, in the case of the Gross Revenues (determined at Fiscal Year in which the time such Capital Expenditure is madePermitted Acquisition occurs) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as equal the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms product of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott consolidated revenues of up to $40 million the acquired entity or business for the Fiscal Year immediately preceding the consummation of such Permitted Acquisition as set forth in the aggregate, Acquired Entity Financial Statements and (B) the Orlando World Center Marriott of up to $60 million in the aggregate, quotient obtained by dividing (Ci) the Atlanta Marriott Marquis sum of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) CapEx/Revenue Ratio for the purpose of constructing new Hotel Properties, provided that the aggregate amount two Fiscal Years immediately preceding consummation of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(aPermitted Acquisition by (ii) (as applicable) for purposes of determining basket availability onlytwo. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and nor will not it permit any of its the Restricted Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent than Permitted Acquisitions that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that would cause the aggregate amount of such Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year shall not of the Borrower to exceed 2.0the amount set forth opposite such fiscal year in the table below (such amount, together with the carry-forward amount (as defined clause (b) below) for such fiscal year, the “Permitted Capital Expenditure Amount”): Fiscal Year Ended: Permitted Capital Expenditure Amount: January 31, 2007 $ 10,000,000 January 31, 2008 $ 10,000,000 January 31, 2009 and thereafter $ 12,500,000 (b) To the extent that Capital Expenditures (other than Permitted Acquisitions that constitute Capital Expenditures) made by the Borrower and the Restricted Subsidiaries during any fiscal year are less than the Permitted Capital Expenditure Amount for such fiscal year, 100% of Adjusted Total Assets determined such unused amount (each such amount, a “carry-forward amount”) may be carried forward to the immediately succeeding fiscal year and utilized to make such Capital Expenditures in such immediately succeeding fiscal year; provided that no carry-forward amount may be carried forward beyond the first fiscal year immediately succeeding the fiscal year in which it arose. Notwithstanding the foregoing, the Permitted Capital Expenditure Amount for any fiscal year shall be reduced at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing of and in the amount available in subsequent of any Investment made pursuant to clause (B) of Section 10.5(i) during such fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyyear. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make any Consolidated Capital Expenditures except: for any purpose, in excess of the amount specified in the table below for each of the calendar years specified in such table: YEAR ENDING AMOUNT ----------- ------ December 31, 1997 $10.4 million December 31, 1998 $13.5 million December 31, 1999 $11.5 million December 31, 2000 $11.5 million December 31, 2001 $11.5 million December 31, 2002 $11.5 million December 31, 2003 $11.5 million December 31, 2004 $11.5 million ; PROVIDED, HOWEVER, that for purposes of this Section 7.01, the aggregate amount of Capitalized Lease Obligations incurred by the Borrower and its Restricted Subsidiaries, on a consolidated basis, shall be included in the calculation of Consolidated Capital Expenditures in the year in which such Capitalized Lease Obligations were incurred; PROVIDED, FURTHER, that if the Borrower and its Restricted Subsidiaries make Consolidated Capital Expenditures in any calendar year in an amount less than the amount set forth above for such period (such unused portion the "CARRYOVER AMOUNT"), the Borrower and its Restricted Subsidiaries may make Consolidated Capital Expenditures in the immediately succeeding calendar year in an amount not to exceed the sum of (i) the U.S. Borrower amount set forth above for such calendar year and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition the Carryover Amount; PROVIDED, FURTHER, that (i) the Carryover Amount calculated for any calendar year may only be used during the immediately succeeding calendar year and will not be added to the amount of Consolidated Capital Expenditure availability for such succeeding calendar year for purposes of calculating the Carryover Amount for such calendar year, and (ii) the Capital Expenditures permitted by for a given calendar year shall be counted, first, against the other clauses amount set forth above for such calendar year and, second, against the Carryover Amount and PROVIDED, FURTHER, that after the consummation of this Section 11.12(a)any Permitted Business Acquisition, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) amounts set forth in the aggregate amount of all table above for any periods ending after such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed Permitted Business Acquisition shall be increased by an amount equal to 830% of the Gross Revenues (determined at projected EBITDA of the time such Capital Expenditure is made) from all such Hotel Properties and other real estate acquired company included in the pro forma consolidated plan for such fiscal the then current calendar year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, delivered to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition Administrative Agent pursuant to Capital Expenditures permitted by the other clauses of this Section 11.12(a4.03(b)(iii), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when Subject (in the Leverage Ratio equals or exceeds 6.00:1:00case of Capitalized Lease Liabilities), to clause (e) of Section 7.2.2, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any or commit to make Capital Expenditures except:except Capital Expenditures in an aggregate amount not to exceed $130,000,000 in any Fiscal Year; provided that, to the extent that the amount of Capital Expenditures made by the Borrower and its Subsidiaries during any Fiscal Year is less than the aggregate amount permitted (including after giving effect to this proviso) for such Fiscal Year, then such unutilized amount may be carried forward and utilized by the Borrower and its Subsidiaries to make Capital Expenditures in any succeeding Fiscal Year. Notwithstanding anything to the contrary with respect to any Fiscal Year of the Borrower during which a Permitted Acquisition is consummated and for each Fiscal Year subsequent thereto, the amount of Capital Expenditures permitted under the preceding sentence applicable to each such Fiscal Year shall be increased by an amount equal to 5% of the purchase price of each Permitted Acquisition (the “Acquired Permitted Capital Expenditure Amount”); provided, however, with respect to the Fiscal Year during which any such Permitted Acquisition occurs, the amount of additional Capital Expenditures permitted as a result of this sentence shall be an amount equal to the product of (x) the Acquired Permitted Capital Expenditure Amount and (y) a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date such Permitted Acquisition is consummated and the denominator of which is the actual number of days in such Fiscal Year. (ib) Notwithstanding anything to the U.S. contrary contained in clause (a) above, for any Fiscal Year, the amount of Capital Expenditures that would otherwise be permitted in such Fiscal Year pursuant to this Section 7.2.7 (including as a result of the carry-forward described in the proviso to the first sentence of clause (a) above) may be increased by an amount not to exceed $10,000,000 (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such Fiscal Year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that would have been permitted to be made in the immediately succeeding Fiscal Year (provided that the Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with apply the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll CapEx Pull-Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1such immediately succeeding Fiscal Year)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, make any Capital Expenditures, except for Capital Expenditures except: that (ii)(A) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets are required in accordance connection with the requirements ordinary maintenance of Sections 11.09 any Project and 11.10(B) are not incurred in connection with the construction, in each case to the extent that same constitute Capital Expenditures; development or expansion of any Project, (ii) are incurred in addition connection with the expansion or re-powering of any Project that has already reached substantial completion and commercial operation prior to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all incurring such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time Expenditure and such Capital Expenditure is madefunded in full (A) solely with the cash proceeds of a Specified Equity Contribution into the Borrower using the net proceeds of any issuance of Equity Interests by, or any Indebtedness incurred or issued by, the Ultimate Parent or the Pledgor Parent from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estatethird parties; provided that, as the case may be, Borrower shall deliver notice to the extent deposited Revolver Administrative Agent at least five (5) Business Days prior to making such Specified Equity Contribution and such notice shall specifically designate such Specified Equity Contribution as being made pursuant to this Section 11.8(ii)(A) or (B) solely by using Borrower Available Cash up to an amount of $25,000,000 in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties aggregate or real estate, as the case may be; (iii) are incurred in addition to Capital Expenditures permitted by connection with the other clauses construction of this Section 11.12(a), the U.S. Borrower a Permitted Non-Mechanical Completion Project and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, funded in full solely with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott cash proceeds of up to $40 million in a Specified Equity Contribution into the aggregateBorrower using the net proceeds of any issuance of Equity Interests by, or any Indebtedness incurred or issued by, the Ultimate Parent or the Pledgor Parent from third parties or (B) solely with the Orlando World Center Marriott proceeds of up committed tax equity financings permitted by Section 11.6; provided, all Capital Expenditures permitted hereunder shall be subject to $60 million Section 10.12. Any Specified Equity Contributions made to fund Capital Expenditure #4883-1078-6654 pursuant to Section 11.8(ii)(A) or Section 11.8(iii)(A) above shall not count as Specified Equity Contributions (or equity contributions of any other type) for any other purpose (including any baskets, growers or other thresholds) under this Agreement, including, without limitation, that such Specified Equity Contribution shall not constitute a Designated Equity Contribution under Section 12.2.” (e) The Required Lenders hereby approve of this Amendment and consent, authorize and direct the Collateral Agent to enter into the amended and restated Pledge Agreement (the “A&R Pledge Agreement”) substantially in the aggregate, (C) the Atlanta Marriott Marquis form of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyExhibit A hereto. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Consolidated Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in for each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does shall not exceed an amount equal to 8% the sum of (i) $450 million plus (ii) the Gross Revenues (determined at unused amount available for Consolidated Capital Expenditures under this Section 8.11 for the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such immediately preceding fiscal year (excluding any carry forward available from any prior fiscal year), plus (iii) the amount of any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as Net Proceeds from Asset Dispositions permitted to be retained by the case may be, Borrower pursuant to Section 3.3(b)(ii) to the extent deposited in a prior fiscal year, and (y) all that the Borrower applies such amount to Consolidated Capital Expenditures are made in accordance with the terms within twelve (12) months of the respective Management Agreement for date of such Hotel Properties or real estateAsset Dispositions, as plus (iv) the case may be; (iii) in addition amount of any Net Proceeds from Equity Transactions permitted to Capital Expenditures permitted be retained by the other clauses of this Borrower pursuant to Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations 3.3(b)(iv) (to the extent such Capitalized Lease Obligations are otherwise not used in connection with any Permitted Acquisition or the prepayment, redemption, defeasance or acquisition of Indebtedness permitted under Section 11.02; and 9.8(d)), plus (ivv) in addition the amount of any Consolidated Capital Expenditures which constitute Permitted Acquisitions hereunder, plus (vi) the amount of any Net Proceeds from Debt Transactions permitted to be retained by the Borrower pursuant to Section 3.3(b)(iii) (to the Capital Expenditures extent not used in connection with any Permitted Acquisition or the prepayment, redemption, defeasance or acquisition of Indebtedness permitted by the other clauses of this under Section 11.12(a9.8(d), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures:). 2.16 A new subclause (1p) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined is hereby added at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the end of Section 9.1 and shall read as follows: and (p) Indebtedness of Foreign Subsidiaries in an aggregate principal amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in 75 million. 2.17 The first three lines of Section 9.5 are hereby amended to read as follows: No member of the aggregateConsolidated Group will make any Asset Disposition (including, (B) the Orlando World Center Marriott of up to $60 million in the aggregatewithout limitation, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate any Sale and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)Leaseback Transaction), andother than the Approved Asset Dispositions, unless (22.18 Section 9.8(c) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (hereby amended to read as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.follows:

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: Expenditures, except that (i) during the U.S. period from the Third Amendment Effective Date through and including December 31, 2003, the Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures does not exceed $65,000,000, and (ii) during any fiscal year of the Borrower set forth below (taken as one accounting period), the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of all such Capital Expenditures does not exceed in any fiscal year of the U.S. Borrower does not exceed an set forth below the amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for set forth opposite such fiscal year plus any amounts then being held on deposit for such below: December 31, 2004 $ 175,000,000 December 31, 2005 $ 200,000,000 December 31, 2006 $ 250,000,000 December 31, 2007 $ 250,000,000 (b) In addition to the foregoing, in the event that the amount of Capital Expenditures for Hotel Properties permitted to be made by the Borrower and its Subsidiaries pursuant to clause (a) above during the period set forth in clause (a)(i) above or real estatein any fiscal year of the Borrower ending on and after December 31, 2004 is greater than the amount of Capital Expenditures actually made by the Borrower and its Subsidiaries during such period or fiscal year, as the case may be, such excess may be carried forward and utilized to make Capital Expenditures in the extent deposited in a prior immediately succeeding fiscal year, and provided that in no event shall the amount permitted to be carried over pursuant to this clause (yb) all such Capital Expenditures are made exceed $25,000,000 in accordance with the terms any fiscal year of the respective Management Agreement for such Hotel Properties or real estate, as Borrower and no amounts once carried forward pursuant to this clause (b) may be carried forward to any fiscal year of the case may be;Borrower thereafter. (iiic) in In addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make payments in respect effect acquisitions of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; andHotel Properties. (ivd) in In addition to the Capital Expenditures permitted by the other pursuant to clauses of this Section 11.12(a(a), (b) and (c) above, the U.S. Borrower and its Subsidiaries may make additional Capital ExpendituresExpenditures consisting of the reinvestment of proceeds of Recovery Events not required to be applied as a mandatory repayment (and/or commitment reduction) pursuant to Section 4.02(g). (e) In addition to the Capital Expenditures permitted pursuant to preceding clauses (a), (b), (c) and (d), the Borrower and its Subsidiaries may make additional Capital Expenditures during the period from the Effective Date to March 31, 2005 as part of the construction of its new corporate headquarters (including the furnishing and outfitting thereof) and in an aggregate amount not to exceed $20,000,000.” 7. Section 9.09 of the Credit Agreement is hereby amended by deleting the table appearing therein and inserting the following new table in lieu thereof: April 1, 2003 to June 30, 2003 5.00:1:00 July 1, 2003 to June 30, 2005 5.50:1.00 July 1, 2005 to June 30, 2006 5:25:1.00 July 1, 2006 and thereafter 5.00:1.00”. 8. Section 9.11 of the Credit Agreement is hereby amended by restating clause (i) appearing therein as follows: (1i) make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption or acquisition for value of, or any prepayment or redemption as a result of any change of control or similar event of, including, in each case without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of expanding paying when due, any 9.15% Senior Subordinated Notes, 9-7/8% Senior Subordinated Notes or constructing Improvements with respect any Incremental Third Party Debt provided that, so long as no Default or Event of Default then exists or would result therefrom, the Borrower may (A) repurchase outstanding 9.15% Senior Subordinated Notes and outstanding 9-7/8% Senior Subordinated Notes and (B) repay or repurchase Incremental Third Party Debt, so long as the aggregate amount of all such repayments and repurchases made after the Effective Date, when added to Hotel Properties; provided that such Capital Expenditures in any fiscal year the aggregate amount of all Dividends made pursuant to Section 9.03(iii) shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the an amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up equal to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties35,000,000, provided that the aggregate Borrower may make such repurchases in excess of such amount to the extent that on the date of such excess repayments and/or repurchases (x) the Consolidated Leverage Ratio both before and after giving effect to such repurchases is less than or equal to 4.25:1.00 and (y) the Borrower delivers an officer’s certificate to the Administrative Agent certifying in reasonable detail (1) as to the Consolidated Leverage Ratio both before and after such repayments and/or repurchases and (2) that the amount of such Capital Expenditures in any fiscal year shall excess repayments and/or repurchases does not exceed 2.0% the Retained Excess Cash Flow Amount as then in effect (and such excess repayments and repurchases shall constitute a utilization of Adjusted Total Assets determined at the time Retained Excess Cash Flow Amount pursuant to the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlydefinition thereof);”. (b) 9. The restrictions set forth definition of “Applicable Margin” appearing in Section 11.12(a) shall not apply when 11.01 of the Leverage Ratio Credit Agreement is less than 6.00:1.00.hereby deleted in its entirety and the following new definition of “Applicable Margin” is inserted in lieu thereof:

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: Expenditures, except that during any fiscal year of the Borrower (icommencing with fiscal year 2000) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with Capital Expenditures so long as the requirements of Sections 11.09 and 11.10aggregate amount thereof does not exceed the amount set forth opposite such fiscal year below: Fiscal Year Ended March 31 Amount -------------- ------ 2000 $300,000 2001 $300,000 2002 $300,000 2003 $300,000 (b) Notwithstanding the foregoing, in each case the event that the amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries pursuant to clause (a) above in any period (before giving effect to any increase in such permitted expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures made by the Borrower and its Subsidiaries during such period, such excess (the "Rollover Amount") may be carried forward and utilized to make Capital Expenditures in the next succeeding fiscal year; provided that in no event shall the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during any fiscal year pursuant to Section 6.07(a) and this Section 6.07(b) exceed 200% of the amount permitted to be made in such fiscal year pursuant to Section 6.07(a); and provided, further, however, to the extent that same constitute unutilized Capital Expenditures; (ii) Expenditures are carried forward to the next succeeding year, any Capital Expenditure made in addition such succeeding fiscal year shall be applied first to the Capital Expenditures permitted by to be incurred during such fiscal year without giving effect to any Rollover Amount and Capital Expenditures carried forward to one year shall not be permitted to be carried forward again. (c) Notwithstanding the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) with respect to their Hotel Properties and other real estate the insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties utilized (or real estate, as the case may be; (iiicontractually committed to being utilized) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments replace or restore any properties or assets in respect of Capitalized Lease Obligations which such proceeds were paid within 180 days following the date of the receipt of such insurance proceeds to the extent such Capitalized Lease Obligations insurance proceeds are otherwise permitted under not required to be applied to repay Loans pursuant to Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a2.02(c), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and nor will not the Borrower permit any of its Subsidiaries to, make any Capital Expenditures except: Expenditure on any date during any of the fiscal years of the Borrower set forth below if (ia) Cash Flow for the period of 12 complete consecutive months ending on, or most recently ended prior to, such date MINUS (b) the U.S. sum of the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during such 12 month period and the amount of such Capital Expenditure proposed to be made would be less than the amount set forth below opposite such year: YEAR AMOUNT ---- ------ 1997 $125,000,000 1998 $140,000,000 1999 $155,000,000 2000 $170,000,000 2001 $190,000,000 2002 $210,000,000 PROVIDED that (x) to the extent the Borrower or any of its Subsidiaries shall sell or otherwise dispose of any capital asset CREDIT AGREEMENT in the ordinary course of business or receive insurance proceeds in respect of any capital asset that is the subject of a Casualty Event and, subject to the requirements of Sections 2.09(b) and (c) hereof, apply (or commit to apply) the proceeds thereof within 180 days after such Disposition or reasonably promptly after such Casualty Event to acquire a like capital asset, the amount of such proceeds so applied shall not be deemed to be a Capital Expenditure within the period in which such acquisition is made, (y) notwithstanding the foregoing, the Borrower and its Subsidiaries may make acquisitions Capital Expenditures of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case up to $20,000,000 (as to the extent that same constitute Capital Expenditures; Borrower and its Subsidiaries) during any fiscal year of the Borrower and (iiz) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year respect of a printing facility in the U.S. Borrower does not exceed an amount equal area in and surrounding Philadelphia, Pennsylvania of up to 8% of the Gross Revenues $25,000,000 (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, Borrower and its Subsidiaries) (y) all such Capital Expenditures are made in accordance with it being understood that the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments Capital Expenditures in respect of Capitalized Lease Obligations such printing facility in excess of $25,000,000 to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(aabove), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, become legally obligated to make any Capital Expenditure, except for Capital Expenditures except: (i) not exceeding, in the U.S. aggregate for the Borrower and its Subsidiaries during (a) each of fiscal years 2007, 2008 and 2009, $12,000,000, (b) fiscal year 2010 and (c) each subsequent fiscal year, $12,500,000; provided, however, that so long as no Default has occurred and is continuing or would result from any such expenditure, up to 100% of such amount, if not expended in the fiscal year for which it is permitted, may make acquisitions of Hotel Properties and/or other assets be carried over for expenditure in accordance the next following fiscal year (the “Capital Expenditure Carryover Amount”); provided further that any Capital Expenditures made in a particular fiscal year shall first be deemed to have been made with the requirements portion of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by for such fiscal year, before the other clauses of this Section 11.12(a), Capital Expenditure Carryover Amount is applied to such fiscal year. Notwithstanding anything to the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures contrary with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed during which a Permitted Acquisition is consummated and for each fiscal year subsequent thereto, the amount of Capital Expenditures permitted under the preceding sentence applicable to each fiscal year shall be increased by an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted quotient obtained by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for dividing (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures (determined in accordance with GAAP) made by the acquired entity or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition, by (B) three (such amount, the “Acquired Permitted Capital Expenditure Amount”); provided that, with respect to the fiscal year during which any such Permitted Acquisition occurs, the amount of Capital Expenditures permitted under the first sentence of this Section 7.12 with respect to such fiscal year shall not exceed 2.0% be increased by an amount equal to the product of Adjusted Total Assets determined at (x) the time the Acquired Permitted Capital Expenditure Amount and (y) a fraction, the numerator of which is made, with the unused Roll Forward Amount from one number of days remaining in such fiscal year increasing and the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio denominator of which is less than 6.00:1.00 shall365 or 366, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as if applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when Limitation on Capital Expenditures. Permit the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any aggregate amount of its Subsidiaries to, make any Capital Expenditures except:(other than Excluded Capital Expenditures) made in any fiscal year by the Company and its Restricted Subsidiaries to exceed the amount set forth opposite such fiscal year below (each such amount, a Scheduled Capital Expenditure Amount): Year Amount (in millions) January 1, 2008 - December 31, 2008 $ 1,250 January 1, 2009 and each fiscal year thereafter $ 1,000 provided, however, that (i) so long as no Event of Termination or Potential Event of Termination has occurred and is continuing or would result from such expenditure, an amount equal to 50% of any portion of any amount set forth above, if not expended in the U.S. Borrower and its Subsidiaries fiscal year for which it is permitted above, may make acquisitions of Hotel Properties and/or other assets be carried over for expenditure in accordance with the requirements of Sections 11.09 and 11.10following fiscal year (each such amount, a Carry-Forward Amount); provided that if any such amount is so carried over, it will be deemed used in each case to the extent that same constitute Capital Expenditures;fiscal year after the amount set forth opposite such fiscal year above; and (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as no Event of Termination or Potential Event of Termination has occurred and is continuing or would result from such expenditure, if Capital Expenditures (xother than Excluded Capital Expenditures) made during any fiscal year exceed the aggregate amount set forth opposite such fiscal year above, if any, an amount up to 50% of all the Scheduled Capital Expenditures Amount for the next succeeding fiscal year (each such amount, a carry-back amount) may be carried back to such prior fiscal year and utilized to make Capital Expenditures in any such prior fiscal year (it being understood and agreed that (A) no carry-back amount may be carried back beyond the fiscal year immediately prior to the fiscal year of such Scheduled Capital Expenditure Amount and (B) the U.S. Borrower does not exceed an amount equal to 8% portion of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures carry-back amount actually utilized in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at be deducted from the time the Scheduled Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for from which it was carried back); provided further that if the Applicable Amount Availability Condition (A) the Newport Beach Marriott of up to $40 million as defined in the aggregateSenior Facility Credit Agreement) shall be met, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which Restricted Parties shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such make Capital Expenditures in any fiscal year shall an aggregate amount pursuant to Section 7.11(c) of the Senior Facility Credit Agreement not to exceed 2.0% the portion, if any, of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Applicable Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, (as defined in the event Senior Facility Credit Agreement) on the date of such election that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyRestricted Parties elect to apply such clause. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. A. Borrower will shall not, and will shall not permit any of its Subsidiaries to, make or incur Maintenance Capital Expenditures, in any Capital Expenditures except: Fiscal Year, in an aggregate amount in excess of the greater of (i) $10,000,000 and (ii) 5% of the U.S. gross revenues of Borrower and its Subsidiaries in such Fiscal Year (the “Maximum Maintenance CapEx Amount”); provided, however, that the Maximum Maintenance CapEx Amount may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted be increased by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% the excess, if any, of the Gross Revenues Maximum Maintenance CapEx Amount (determined at as adjusted in accordance with this proviso) for the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such previous Fiscal Year over the actual amount of the Maintenance Capital Expenditures for Hotel Properties such previous Fiscal Year, up to a maximum increase of $4,000,000 in any Fiscal Year. B. Borrower shall not, and shall not permit its Subsidiaries to, make or real estateincur Expansion Capital Expenditures unrelated to the Expansion Project or the Sewer District Purchase, in any Fiscal Year, in an aggregate amount in excess of $3,000,000 (the “Maximum Other Expansion CapEx Amount”); provided, however, that the Maximum Other Expansion CapEx Amount may be increased by an amount equal to the excess, if any, of the Maximum Other Expansion CapEx Amount (as adjusted in accordance with this proviso) for the case previous Fiscal Year over the actual amount of the Expansion Capital Expenditures unrelated to the Expansion Project for such previous Fiscal Year, up to a maximum increase of $3,000,000 in any Fiscal Year. C. Borrower shall not, and shall not permit its Subsidiaries to, make or incur Expansion Capital Expenditures in connection with the Expansion Project (excluding the Sewer District Purchase) in an aggregate amount in excess of (a) $80,000,000 plus (b) the amount of Capital Expenditures permitted to be made or incurred pursuant to subsection 7.8D (without giving effect to clause (b) of subsection 7.8D), but not so made or incurred; provided, however, Borrower may, and may bepermit its Subsidiaries to, make or incur Expansion Capital Expenditures in excess of the sum of clauses (a) and (b) above to pay for cost overruns incurred in connection with the Expansion Project to the extent deposited of the net proceeds received by Borrower in a prior fiscal yearconnection with the incurrence of the Subordinated PIK Indebtedness. D. Borrower shall not, and (y) all such shall not permit its Subsidiaries to, make or incur Public Improvement Capital Expenditures are made in accordance connection with the terms Expansion Project in an aggregate amount in excess of (a) $22,000,000 plus (b) the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to amount of Capital Expenditures permitted by to be made or incurred pursuant to subsection 7.8C (without giving effect to clause (b) of subsection 7.8C) but not so made or incurred, less (c) the other aggregate principal amount of Indebtedness incurred pursuant to subsection 7.1(vii); provided, however, Borrower may, and may permit its Subsidiaries to, make or incur Public Improvement Capital Expenditures in excess of the result of clauses of this Section 11.12(a(a), (b) and (c) above to pay for cost overruns incurred in connection with the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations Expansion Project to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; andof the net proceeds received by Borrower in connection with the incurrence of the Subordinated PIK Indebtedness. (iv) in addition to the E. Borrower shall not, and shall not permit its Subsidiaries to, make or incur Expansion Capital Expenditures permitted by in connection with the other clauses Sewer District Purchase in an aggregate amount in excess of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties$15,000,000; provided that such Capital Expenditures after giving effect to the Sewer District Purchase (i) Borrower and Guarantors are in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, pro forma compliance with the unused Roll Forward Amount from one fiscal year increasing the amount available financial covenants set forth in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate subsection 7.6 and (Dii) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shallBorrower and Guarantors maintain sufficient liquidity, in the event that reasonable judgment of Administrative Agent, to complete the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against Expansion Project and the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyPublic Improvements. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any 1. Capital Expenditures exceptfor the current fiscal year: Capital Expenditures of the Borrower and any Subsidiary for the fiscal year then ended $___________________ 2. Unutilized Capital Expenditures, if any, from any preceding fiscal year: Fiscal Year Unutilized Capital Expenditures/1/ ___________________ $___________________ ___________________ $___________________ ___________________ $___________________ Total: $___________________ 3. Total Permitted Capital Expenditures for the current fiscal year: (iA) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Minimum Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in during any fiscal year under Section 10.4 of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues Credit Agreement $35,000,000 (determined at the time such B) Total Unutilized Capital Expenditure is made) Expenditures, if any, from all such Hotel Properties and other real estate for such any preceding fiscal year (See Item (2) above) $___________________ Sum of Item (A) plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and Item (yB) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be;above $___________________ 4. Item (iii3) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: less Item (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such equals: $___________________ 5. Capital Expenditures in any fiscal year under Section 10.4 of the Credit Agreement during the period shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is madeexceed, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate35,000,000 for such fiscal year; provided, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregatehowever, each of which shall be permitted without being subject to the limitations of this clause (1))that, and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in if during any fiscal year shall not exceed 2.0% the amount of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one Expenditures permitted for that fiscal year increasing is not so utilized, one hundred percent (100%) of such unutilized amount may be utilized in any succeeding fiscal year. __________________________ /1/ Unutilized Capital Expenditures shall mean the amount available in subsequent fiscal years. of Capital Expenditures permitted for that fiscal year not so utilized. Exhibit D FORM OF ASSIGNMENT AND ACCEPTANCE Dated as of _____ __, 20__ Reference is made during to the REVOLVING CREDIT AGREEMENT, dated as of June 14, 2002 (as from time to time amended and in effect, the "Credit Agreement"), by and among XXXXXX GROUP INC., a period when Delaware corporation (the Leverage Ratio is less than 6.00:1.00 shall"Borrower"), FLEET NATIONAL BANK, a national banking association, and the other lending institutions listed therein (collectively, the "Lenders"), FLEET NATIONAL BANK as administrative agent (in such capacity, the "Administrative Agent") for itself and the Lenders and HSBC BANK USA, KEYBANK NATIONAL ASSOCIATION, MELLON BANK, N.A. and XXXXXXX BANK as Documentation Agents. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the event that Credit Agreement. ____________ (the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against "Assignor") and ____________ (the baskets provided for in this Section 11.12(a"Assignee") (hereby agree as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.follows:

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, become legally obligated to make any Capital Expenditure, except for Capital Expenditures except: not exceeding, in the aggregate for the Borrower and its Subsidiaries an amount equal to the sum of (i1) $80,000,000 in each Fiscal Year plus (2) so long as the U.S. pro forma Consolidated Leverage Ratio would be less than 5.75:1.00, an amount not to exceed the Borrower Retained ECF Amount at the time of the making of such Capital Expenditure plus (3) any Net Equity Proceeds (collectively, such amount, the “Permitted Capital Expenditure Amount”); provided that if, in any Fiscal Year, the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during such Fiscal Year is less than $80,000,000 (any remaining amount, the “CapEx Carryover Amount”), the Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such increase Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed immediately succeeding Fiscal Year in an aggregate amount equal to 8% such CapEx Carryover Amount. With respect to any Fiscal Year during which a Permitted Acquisition is consummated and for each Fiscal Year subsequent thereto, the Permitted Capital Expenditure Amount applicable to each such Fiscal Year shall be increased by an amount (or a pro-rated portion of an amount, in the case of the Gross Revenues (determined at Fiscal Year in which the time such Capital Expenditure is madePermitted Acquisition occurs) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, equal to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms product of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott consolidated revenues of up to $40 million the acquired entity or business for the Fiscal Year immediately preceding the consummation of such Permitted Acquisition as set forth in the aggregate, Acquired Entity Financial Statements and (B) the Orlando World Center Marriott of up to $60 million in the aggregate, quotient obtained by dividing (Ci) the Atlanta Marriott Marquis sum of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) CapEx/Revenue Ratio for the purpose of constructing new Hotel Properties, provided that the aggregate amount two Fiscal Years immediately preceding consummation of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at Permitted Acquisition by (ii) two. Notwithstanding the time the Capital Expenditure is madeforegoing, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made (I) at any time during a period when which the Senior Secured Leverage Ratio is less than 6.00:1.00 shall, in 2.25:1.00 for the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) most recently ended Measurement Period shall not apply when be subject to, and shall be excluded from, the Leverage Ratio is less than 6.00:1.00foregoing limits, and (II) to preserve or protect the environment and/or the health and safety of any Person shall not be subject to, and shall be excluded from, the foregoing limits.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries to, Company to make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year in excess of the U.S. Borrower does not exceed an amount equal to 8% of set forth in the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for table below opposite such fiscal year plus any amounts then being held unused amount available from the immediately preceding fiscal year (excluding any carry forward from any prior fiscal year); provided that, so long as (i) the Consolidated Total Leverage Ratio is less than 3.0:1.0 on deposit for a Pro Forma Basis after giving effect to any Indebtedness incurred to make such Capital Expenditure and (ii) no Default or Event of Default exists or would be caused thereby, the Borrower and the Subsidiaries may make unlimited Capital Expenditures. MAXIMUM CAPITAL FISCAL YEAR ENDING EXPENDITURES ------------------ ------------ September 30, 2004 (applies to period beginning April 1, $115,000,000 2004) September 30, 2005 $110,000,000 122 September 30, 2006 $105,000,000 September 30, 2007 and each fiscal year thereafter $100,000,000 (b) Notwithstanding the foregoing, the Borrower and the Subsidiaries may make Capital Expenditures for Hotel Properties or real estate, as (which Capital Expenditures will not be included in any determination under the case may be, foregoing clause (a)): (i) with Net Asset Sale Proceeds (including Syndication Proceeds and proceeds received in connection with Permitted Exchanges and Permitted Hospital Swaps) to the extent deposited in a prior fiscal year, such Net Asset Sale Proceeds are not required to be applied to repay Loans pursuant to Section 2.05(b)(iii) and such proceeds are reinvested as required by Section 2.05(b); (yii) all such Capital Expenditures are made in accordance with the terms consisting of the respective Management Agreement for such Hotel Properties or real estate, as the case may bereinvestment of Net Insurance/Condemnation Proceeds not required to be applied to prepay Loans pursuant to Section 2.05(b)(iv); (iii) constituting Acquisitions effected in addition accordance with any applicable requirements of Section 8.05; (iv) constituting Permitted Exchanges, Permitted Greenfield Construction Projects and Permitted Hospital Swaps effected in accordance with any applicable requirements of Section 8.05; (v) in an aggregate amount not to Capital Expenditures permitted by exceed the other clauses Permitted Expenditure Amount; (vi) in an amount equal to 5% of this Section 11.12(a)the net annual revenue from Permitted Acquisitions of Hospitals and Related Businesses (excluding HMO's and physician practices) and, the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02after completion thereof, from Permitted Greenfield Construction Projects; and (ivvii) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such constituting Acquisition Capital Expenditures in an aggregate amount not to exceed $200,000,000 made in respect of any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during Acquisitions consummated on or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyClosing Date. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At No Borrower will, nor will any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Consolidated Capital Expenditures except: (i) the U.S. Borrower Expenditures, provided that Workflow and its Subsidiaries may make acquisitions Consolidated Capital Expenditures so long as the aggregate amount of Hotel Properties and/or other assets in accordance Capital Expenditures made during each fiscal year (taken as one accounting period) commencing with the requirements of Sections 11.09 and 11.10fiscal year ending closest to April 30, in each case 2000, does not exceed the Capital Expenditure Amount for such fiscal year. (b) In addition to the foregoing, the Credit Parties may make Consolidated Capital Expenditures to the extent that same constitute a Permitted Acquisition pursuant to Section 8.02(f) (it being understood that any Consolidated Capital Expenditures; Expenditures made pursuant to this clause (iib) in addition to will not reduce the amount of Consolidated Capital Expenditures permitted by the other clauses to be made under clause (a) of this Section 11.12(a8.05). (c) In addition to the foregoing, the U.S. Borrower Workflow and its Subsidiaries may make Maintenance Consolidated Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount Net Cash Proceeds of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, Asset Sales to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures proceeds are made in accordance with not required to be applied to reduce the terms of the respective Management Agreement for such Hotel Properties Total Revolving Commitment or real estate, as the case may be;Loans pursuant to Section 3.03(b). (iiid) in In addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower Workflow and its Subsidiaries may make payments Consolidated Capital Expenditures with the Net Insurance Proceeds received by Workflow or any of its Subsidiaries from any Recovery Event so long as such Consolidated Capital Expenditures are to replace or restore any properties or assets in respect of Capitalized Lease Obligations which such proceeds were paid within one year following the date of the receipt of such insurance proceeds to the extent such Capitalized Lease Obligations Net Insurance Proceeds are otherwise permitted under not required to be applied to reduce the Total Revolving Commitment or Loans pursuant to Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a3.03(c), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make or commit to make any Capital Expenditures exceptExpenditures, except that: (a) the Borrower and its Restricted Subsidiaries may make or commit to make Capital Expenditures not exceeding $175.0 million (the “Base Amount”) for each Fiscal Year; provided that for each Permitted Acquisition consummated in any Fiscal Year, the Base Amount for such Fiscal Year (subject to the second proviso in this Section 6.14(a)) and for every Fiscal Year thereafter shall be increased by an amount equal to (i) the U.S. Borrower and its Subsidiaries may make acquisitions quotient obtained by dividing (A) the amount of Hotel Properties and/or Capital Expenditures made by the acquired entity or business for the 36-month period immediately preceding the consummation of such Permitted Acquisition, by (B) three, or (ii) if the information described in the foregoing clause (i)(A) is not available, 3.0% of cumulative sales over the immediately preceding 12 months of the acquired Person, division, line of business or other assets business unit, as determined in financial statements therefor prepared in accordance with the requirements of Sections 11.09 and 11.10standards set forth in Section 5.01(b) (in either case, in each case such amount, the “Acquired Permitted Capital Expenditure Amount”); provided that, with respect to the extent that same constitute Capital Expenditures; (ii) in addition to Fiscal Year during which any such Permitted Acquisition occurs, the amount of Capital Expenditures permitted by the other clauses of under this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures 6.14 with respect to their Hotel Properties and other real estate so long as such Fiscal Year shall be increased by an amount equal to the product of (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Acquired Permitted Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, Amount and (y) all a fraction, the numerator of which is the number of days remaining in such Capital Expenditures are made in accordance with fiscal year and the terms denominator of the respective Management Agreement for such Hotel Properties which is 365 or real estate366, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth (i) For any Fiscal Year (commencing with the Fiscal Year ending December 31, 2009), the Base Amount applicable to such Fiscal Year may be increased for any such Fiscal Year by carrying over to any such Fiscal Year any portion of the Base Amount (without giving effect to any increase) not spent in Section 11.12(athe immediately preceding Fiscal Year, and that Capital Expenditures in any Fiscal Year shall be deemed first made from the Base Amount applicable to such Fiscal Year in any given Fiscal Year and (ii) an amount equal to not more than 50% of the Base Amount for the next succeeding Fiscal Year may be carried back to such Fiscal Year and utilized to make such Capital Expenditures in such Fiscal Year (it being understood and agreed that (x) no Base Amount may be carried back beyond the Fiscal Year immediately prior to the Fiscal Year of such Base Amount and (y) the portion of any so carried-back Base Amount actually utilized in such Fiscal Year shall not apply when be deducted from the Leverage Ratio is less than 6.00:1.00Base Amount in the Fiscal Year from which it was carried back).

Capital Expenditures. (ai) At any time when the Leverage Ratio equals Make, or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Restricted Subsidiaries toto make, make any Capital Expenditures except: (i) that would cause the aggregate amount of all Capital Expenditures of the U.S. Borrower and its Restricted Subsidiaries may make acquisitions in any Fiscal Year (exclusive of Hotel Properties and/or other assets those described in accordance with clauses (ii) and (v), but inclusive of (iii) and (iv), below) to exceed an amount equal to (A) for the requirements Fiscal Year 1998, $35,000,000, (B) for the Fiscal Years 1999 and 2000, the greater of Sections 11.09 $20,000,000 and 11.105% of Consolidated Revenues as determined for and at the end of the prior Fiscal Year, (C) for the Fiscal Years 2001 and 2002, $27,000,000 and $26,000,000, respectively, and (D) for each year thereafter, the greater of $15,000,000 and 5% of Consolidated Revenues, in each case as determined for and at the end of the prior Fiscal Year, PROVIDED that the unused portion of Capital Expenditures permitted in any Fiscal Year and not used in such period may be carried over and added to the extent amount otherwise permitted in the immediately three succeeding Fiscal Years, it being understood that same constitute Capital Expendituresfor purposes of the foregoing, the Borrowers and their Restricted Subsidiaries shall be deemed to have used the amount originally available during each such succeeding Fiscal Year prior to any such carry-over amount, and PROVIDED FURTHER that the aggregate amount so carried over at any time may not exceed $5,000,000; (ii) in addition Make, or permit any of its Restricted Subsidiaries to Capital Expenditures permitted by the other clauses of this Section 11.12(a)make, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such any Capital Expenditures in (a) the light wheel business in order to expand or optimize capacity to provide incremental or replacement business to major original equipment manufacturers or (b) any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made business acquired in accordance with the terms of this Agreement, except that such Capital Expenditures may be made in an amount not to exceed $15,000,000 for each of the respective Management Agreement Fiscal Years 2002 and 2003 and $20,000,000 for such Hotel Properties or real estate, as the case may beFiscal Year 2004; (iii) in addition Make or permit any of its Restricted Subsidiaries to make, any Capital Expenditures permitted in the Mexico Facility, except that the Mexico Subsidiary may make such Capital Expenditures in an amount not to exceed (A) $5,500,000 in the aggregate from June 30, 2001 through December 31, 2002, (B) $12,000,000 in the aggregate in the Fiscal Years 2003, 2004 and 2005, and thereafter in amounts to be agreed upon by the other clauses of this Section 11.12(a), and between the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; andAdministrative Agent; (iv) in addition Make, or permit any of its Restricted Subsidiaries to the make, any Capital Expenditures permitted by for AKW LP during the other clauses of this Section 11.12(a)period from June 30, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided 2001 through December 31, 2002, except that such Capital Expenditures may be made in any fiscal year shall an amount not to exceed 2.0% of Adjusted Total Assets determined at $12,000,000 in the time the Capital Expenditure is madeaggregate from June 30, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending 2001 through December 31, 2004 for 2002; (Av) Make, or permit any of its Restricted Subsidiaries to make, any additional Capital Expenditures, except that such additional Capital Expenditures may be made using the Newport Beach Marriott of up to $40 million in proceeds from cash equity contributions by the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject Investor Group to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyU.S. Borrower. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. Make or commit to make any Capital Expenditure, except (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) of the U.S. Borrower and its Subsidiaries may make acquisitions in the ordinary course of Hotel Properties and/or other assets business not exceeding $40,000,000 in accordance with the requirements of Sections 11.09 and 11.10any fiscal year; provided that, in connection with each case Permitted Acquisition that is permitted pursuant to Section 7.8 and consummated during any fiscal year, the amount of permitted Capital Expenditures for such fiscal year and each subsequent fiscal year shall be increased by an amount equal to the extent product of (A) 3.5 and (B) the total monthly recurring revenue of such Permitted Acquisition (which, in the case of any such acquisition consummated on or prior to the fifteenth day of any month, shall be the total monthly recurring revenue for the second prior month immediately preceding such acquisition and, in the case of any acquisition consummated after such fifteenth day, shall be the total monthly recurring revenue for the prior month immediately preceding such acquisition) (the "Increased Expenditure Amount"); provided, further, that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any Increased Expenditure Amount for the initial fiscal year shall be prorated on an annualized basis from the date of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time each such Capital Expenditure is made) from all such Hotel Properties and other real estate acquisition for such fiscal year plus any amounts then being held on deposit year, but the total Increased Expenditure Amount for such acquisition shall increase the amount of permitted Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior each subsequent fiscal year, and (y) all in connection with each such Capital Expenditures are made Permitted Acquisition, the Compliance Certificate delivered by the Borrower as set forth in accordance with the terms definition of "Permitted Acquisition" shall set forth in reasonable detail the calculation of the respective Management Agreement Increased Expenditure Amount for such Hotel Properties or real estatePermitted Acquisition, and such calculation shall be reasonably satisfactory to the Administrative Agent in all respects. Except as the case may be; (iii) in addition permitted pursuant to Capital Expenditures permitted by the other clauses of this Section 11.12(a7.8(h), the U.S. Borrower and its Subsidiaries may shall not be permitted to make payments or incur any Capital Expenditures of any kind in any fiscal year in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the any Subsidiary other than a Wholly Owned Subsidiary Guarantor. The aggregate annual amount of Capital Expenditures permitted made or incurred by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures Electro in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only300,000. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make Make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) would cause the aggregate amount of all such Capital Expenditures made by the Parent Guarantor, the Borrowers and the Restricted Subsidiaries in any fiscal year to exceed $100,000,000 (such amount, subject to the last paragraph of this Section 7.16, the “Permitted Capital Expenditure Amount”); provided that, with respect to any fiscal year of the U.S. Borrower does not exceed Parent Guarantor during which a Permitted Acquisition (other than a Product Acquisition unless such acquisition would otherwise constitute a Permitted Acquisition) is consummated and for each fiscal year subsequent thereto, the Permitted Capital Expenditure Amount applicable to each such fiscal year shall be increased by an amount equal to 8the greater of (i) 150% of the Gross Revenues quotient obtained by dividing (A) the amount of capital expenditures (determined at in accordance with GAAP) made by the time acquired entity or business for the thirty-six month period immediately preceding the consummation of such Permitted Acquisition by (B) three (3) and (ii) 10% of the quotient obtained by dividing (A) the net sales of the acquired entity or business for such thirty-six month period (as set forth in the audited financial statements of such acquired entity or business for such period or, if such audited financial statements are not available, as set forth in the most recent financial statements of such acquired entity or business delivered to the Parent Guarantor or the relevant Borrower or Restricted Subsidiary by such acquired entity or business or the seller thereof in connection with the purchase and sale agreement relating to such Permitted Acquisition or otherwise in connection with the Parent Guarantor’s, such Borrower’s or such Restricted Subsidiary’s consideration of Permitted Acquisition) by (B) three (3) (such greater amount, the “Acquired Permitted Capital Expenditure is made) from all Amount”); provided further that, with respect to the fiscal year during which any such Hotel Properties and other real estate for Permitted Acquisition occurs, the Permitted Capital Expenditure Amount applicable to such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, shall be increased by an amount equal to the extent deposited in a prior fiscal year, product of (x) the Acquired Permitted Capital Expenditure Amount and (y) all a fraction, the numerator of which is the number of days remaining in such Capital Expenditures are made in accordance with fiscal year and the terms denominator of the respective Management Agreement for such Hotel Properties which is 365 or real estate366, as the case may be;if applicable. (iiib) Notwithstanding anything to the contrary contained in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a)clause (a) above, the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations (i) to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures made by the Parent Guarantor, the Borrowers and the Restricted Subsidiaries in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio pursuant to such clause (a) is less than 6.00:1.00 shallthe amount set forth therein, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make Capital Expenditures in the event two immediately succeeding fiscal years to the extent such Rollover Amount shall not previously have been used to determine the permissibility of an Investment pursuant to Section 7.02(n) and (ii) for any fiscal year, the amount of Capital Expenditures that the Leverage Ratio subsequently exceeds 6.00:1.00, would otherwise be counted against the baskets provided for permitted in such fiscal year pursuant to this Section 11.12(a7.16 (including as a result of the application of clause (i) (as applicable) for purposes of determining basket availability only. this clause (b)) may be increased by an amount not to exceed $100,000,000 (the “CapEx Pull-Forward Amount”). The restrictions set forth actual CapEx Pull-Forward Amount in Section 11.12(a) respect of any such fiscal year shall not reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that would have been permitted to be made in the immediately succeeding fiscal year (provided that, other than in respect of the 2014 fiscal year, the Parent Guarantor, the Borrowers and the Restricted Subsidiaries may apply when the Leverage Ratio is less than 6.00:1.00CapEx Pull-Forward Amount in such immediately succeeding fiscal year).

Capital Expenditures. With respect to BA and its Subsidiaries, make or commit to make any Capital Expenditure , except (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower of BA and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year ending on each of the U.S. Borrower does dates indicated below or such partial year as may otherwise be indicated, in an aggregate amount not exceed an in excess of the corresponding amount equal set forth below for such period; provided, that (i) up to 850% of any such amount referred to above, if not so expended in the Gross Revenues fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and (determined at ii) Capital Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of amounts carried over from the time such Capital Expenditure is madeprior fiscal year pursuant to subclause (i) from all such Hotel Properties and other real estate above and, second, in respect of amounts permitted for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal yearprovided above, and (yb) all such Capital Expenditures are made in accordance with the terms proceeds of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to any Reinvestment Deferred Amount. Period Maximum Capital Expenditures permitted by Closing Date through Fiscal Year Ending December 31, 2012 $ 5,000,000 Fiscal Year Ending December 31, 2013 $ 7,600,000 Fiscal Year Ending December 31, 2014 $ 9,500,000 Fiscal Year Ending December 31, 2015 $ 9,500,000 Fiscal Year Ending December 31, 2016 $ 9,500,000 Fiscal Year Ending December 31, 2017 and each Fiscal Year thereafter $ 9,500,000 Notwithstanding the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower BA and its Subsidiaries may make additional Capital Expenditures: (1) for Expenditures in an aggregate amount not to exceed the purpose portion, if any, of expanding or constructing Improvements with respect the Available Basket Amount on the date of the making of such Capital Expenditure that BA elects to Hotel Propertiesapply to this last paragraph of Section 8.7; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time of any such Capital Expenditure, both before and after giving effect thereto, no Specified Event of Default shall have occurred and be continuing or would result therefrom. Notwithstanding anything herein to the Capital Expenditure is madecontrary, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any this Section 8.7 shall only apply to Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up committed to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate be made by BA and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyits Subsidiaries. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals For each Fiscal Year set forth below, make or exceeds 6.00:1:00commit or agree to make, the U.S. Borrower will not, and will not or permit any of its Subsidiaries toto make or commit or agree to make, make any Capital Expenditures except: Expenditure (iby purchase or Capitalized Lease) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) would cause the aggregate amount of all such Capital Expenditures arising from purchases made or Capitalized Leases entered into by the Loan Parties and their Subsidiaries in such Fiscal Year to exceed the exceed the amount set forth below corresponding to such Fiscal Year: Fiscal Year 2005 and each Fiscal Year thereafter $22,500,000 ; provided, that (i) if at the end of any Fiscal Year set forth above, the amount specified above for Capital Expenditures during such Fiscal Year exceeds the aggregate amount of Capital Expenditures actually made or incurred by the Borrowers or any of their Subsidiaries on a consolidated basis during such Fiscal Year (the amount of such excess being referred to herein as the "Excess Amount"), the Loan Parties shall be entitled to make additional Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed succeeding Fiscal Year in an aggregate amount equal to 8the lesser of (A) 50% of such Excess Amount and (B) $3,000,000 and (ii) Capital Expenditures made pursuant to this Section 8.02(g) during any Fiscal Year shall be deemed made first, in respect of amounts permitted for such Fiscal Year as provided above (without giving effect to amounts carried over from any prior Fiscal Year pursuant to clause (i) above) and second, in respect of the Gross Revenues Excess Amount carried over from any prior Fiscal Year pursuant to clause (determined i) above. If at the time end of any Fiscal Year set forth above, the Consolidated EBITDA of the Parent and its Subsidiaries for the immediately preceding twelve month period ended on the last day of such Capital Expenditure is made) from all Fiscal Year exceeds the Projected Consolidated EBITDA of the Parent and its Subsidiaries for the immediately preceding twelve month period ended on the last day of such Hotel Properties and other real estate for Fiscal Year (the amount of such fiscal year plus any amounts excess being referred to herein as the "EBITDA Excess Amount"), then being held on deposit for such the Loan Parties shall be entitled to make additional Capital Expenditures for Hotel Properties or real estate, as in the case may be, next succeeding Fiscal Year in an aggregate amount equal to the extent deposited in a prior fiscal year, lesser of (x) 25% of such EBITDA Excess Amount and (y) all such $3,000,000, provided that, notwithstanding the foregoing, Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition pursuant to Capital Expenditures permitted by the other clauses of this Section 11.12(a)8.02(g) during any Fiscal Year shall be deemed made first, the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations amounts permitted for such Fiscal Year as provided above (without giving effect to (I) amounts carried over from any prior Fiscal Year pursuant to clause (i) above or (II) any increases in the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) amounts specified above in addition to respect of the Capital Expenditures permitted by the other clauses of this Section 11.12(aEBITDA Excess Amount), second, in respect of the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect Excess Amount carried over from any prior Fiscal Year pursuant to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1))i) above, and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shalland third, in respect of the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided EBITDA Excess Amount for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlysuch Fiscal Year. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when The Borrower shall not permit Capital Expenditures made by the Leverage Ratio equals or exceeds 6.00:1:00Parent, the U.S. Borrower will notand the Restricted Subsidiaries for each fiscal year of the Borrower to exceed the amounts set forth below for each fiscal year; provided that, to the extent that less than such amount set forth below was used by the Parent, the Borrower and will not permit any of its the Restricted Subsidiaries to, make any for Capital Expenditures except: for any fiscal year, the Borrower, the Parent or the Restricted Subsidiaries may increase the limitation on Capital Expenditures for the succeeding fiscal year (and such succeeding fiscal year only), provided that such increases in the aggregate do not exceed the amount of such unused amount. PERIOD AMOUNT ------ ----- For the Fiscal Year 1998 $425,000,000 For the Fiscal Year 1999 $475,000,000 For the Fiscal Year 2000 and each fiscal year thereafter $200,000,000 provided that, for the fiscal year 2000 only, such prescribed amount shall be added to the sum of (i) cash dividends (or payments with respect to any agreement related to the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10PSINet Shares), in each case received by the Borrower and the Restricted Subsidiaries from Unrestricted Subsidiaries during such fiscal year, plus (ii) cash equity contributed to the Parent and downstreamed to the Borrower during such fiscal year (in each case net of any equity proceeds used to redeem, repurchase or retire any Debt for Borrowed Money of the Parent, the Borrower or any Subsidiary of the Parent and the Borrower, except any repayment of Revolver Advances) plus (iii) the net cash proceeds of any Debt for Borrowed Money issued by the Borrower, which such Debt for Borrowed Money is subordinated to the Obligations on terms and conditions, and pursuant to documentation, in each case on comparable terms to the Subordinated Indebtedness (and in each case net of any proceeds of the issuance of Debt for Borrowed Money used to redeem, repurchase or retire any Debt for Borrowed Money of the Parent, the Borrower or any Subsidiary of the Parent and the Borrower, except any repayment of Revolver Advances), provided that, to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses Borrower receives the net cash proceeds of this Section 11.12(a), equity or Debt for Borrowed Money during the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year 1999 in excess of $250,000,000, such additional amounts received in 1999 may be used to increase the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held limitation on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only2000. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when In the Leverage Ratio equals or exceeds 6.00:1:00, case of the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10consolidated subsidiaries, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to permit Capital Expenditures permitted by during the other clauses of this Section 11.12(a)period from the 101 96 Closing Date through December 31, 2000, to exceed $20,000,000, or during any fiscal year thereafter, to exceed $55,000,000; provided, however, that the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such permitted Capital Expenditures in any fiscal year of (other than the U.S. Borrower does not exceed fiscal years ending December 31, 2000 and December 31, 2001) shall be (a) increased by (i) an amount equal to 850% of the Gross Revenues excess of (determined at A) consolidated EBITDA (as adjusted pursuant to the time next succeeding sentence) for the immediately preceding fiscal year over (B) $115,000,000 and (ii) the lesser of (A) 25% of the total amount of permitted Capital Expenditures for the immediately preceding fiscal year (including amounts permitted as a result of the application of clause (i) but excluding any unused Capital Expenditures carried forward to such preceding year) and (B) the total amount of unused permitted Capital Expenditure Expenditures for the immediately preceding fiscal year (excluding any unused Capital Expenditures carried forward to such preceding year) and (b) decreased by the amount by which permitted consideration for Permitted Business Acquisitions is made) from all such Hotel Properties and other real estate increased for such fiscal year plus any amounts then being held on deposit as contemplated by the proviso to clause (ii) of Section 7.04(f). For purposes of determining EBITDA under clause (a)(i)(A) above, there shall be included in the determination of EBITDA for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior relevant preceding fiscal year, the EBITDA attributable to any Permitted Business Acquisition during the then current fiscal year, calculated on a pro forma basis as if such Permitted Business Acquisition had occurred on the first day of such preceding fiscal year (including giving effect to pro forma adjustments allowed under Regulation S-X of the Securities Act of 1933, as amended, provided that the pro forma calculations shall not give effect to such adjustments unless the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower stating (a) the amount of such adjustments and (yb) all that such Capital Expenditures adjustments are made in accordance consistent with the terms Regulation S-X of the respective Management Agreement for such Hotel Properties or real estateSecurities Act of 1933, as amended, based on the case may be; (iii) in addition to reasonable good faith belief of the Financial Officer executing such certificate at the time of such execution). Notwithstanding the foregoing, the aggregate amount of Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made$65,000,000 or, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding for any Capital Expenditures made during or after the fiscal year ending on or after December 31, 2004 for (A) the Newport Beach Marriott of up to 2003, $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only85,000,000. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make or exceeds 6.00:1:00commit or agree to make, the U.S. Borrower will not, and will not or permit any of its Subsidiaries toto make or commit or agree to make, make any Capital Expenditures except: Expenditure (iby purchase or Capitalized Lease) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) would cause the aggregate amount of all such Capital Expenditures made by the Loan Parties and their Subsidiaries to exceed (i) $8,000,000 in the 2016 calendar year (provided, that any Capital Expenditures in such calendar year in excess of $4,500,000 (such amount, the "2016 Excess Amount") shall be financed through the incurrence of Indebtedness or through one or more Equity Issuances), (ii) $7,500,000 in the 2017 calendar year (provided, that any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties in such calendar year in excess of $4,500,000 (such amount, the "2017 Excess Amount") shall be financed through the incurrence of Indebtedness or real estate, as the case may be, to the extent deposited in a prior fiscal year, through one or more Equity Issuances) and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) $4,500,000 in$7,500,000 in addition to Capital Expenditures permitted by any calendar year thereafter; provided, however, that if the other clauses amount of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted to be made in any calendar year is greater than the actual amount of the Capital Expenditures actually made in such calendar year (the amount by which such permitted Capital Expenditures for such calendar year exceeds the other clauses actual amount of this Section 11.12(aCapital Expenditures for such calendar year, the "Excess Amount"), then up to 100% of such Excess Amount (such amount, the U.S. Borrower and its Subsidiaries "Carry-Over Amount") may make additional Capital Expenditures: be carried forward to the next succeeding calendar year (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties"Succeeding Calendar Period"); provided that such (i) the Carry-Over Amount applicable to a particular Succeeding Calendar Period may not be carried forward to another calendar year; provided, further, that no portion of the 2016 Excess Amount or 2017 Excess Amount may be carried forward to any succeeding (ii) in no event shall Capital Expenditures exceed, after the application of any Carry-Over Amount, $9,500,000 in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal yearscalendar year. Capital Expenditures made during a period when by the Leverage Ratio is less than 6.00:1.00 shallLoan Parties and their Subsidiaries in any calendar year shall be deemed to reduce first, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions amount set forth in Section 11.12(a) shall not apply when above for such calendar year, and then, the Leverage Ratio is less than 6.00:1.00Carry-Over Amount.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, make any Capital Expenditures except: Expenditures, except that (ix) during the U.S. Fiscal Year ending January 3, 1998, (taken as one accounting period), the Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by in an aggregate amount not to exceed $10,000,000 and (y) during the other clauses of this Section 11.12(a)Fiscal Year ended January 2, 1999 (taken as one accounting period) and each Fiscal Year thereafter until the Maturity Date, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures in an aggregate amount not to exceed $12,000,000. (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries pursuant to Section 9.07(a) in any Fiscal Year of the Borrower (beginning with respect the Fiscal Year ended January 3, 1998) are less than $10,000,000 (or $12,000,000 in the case of a fiscal year beginning after January 3, 1998), 75% of the amount of such difference, but in no event greater than $5,000,000, may be carried forward and used to their Hotel Properties make Capital Expenditures in the immediately succeeding fiscal year, provided that amounts once carried forward to such succeeding fiscal year shall lapse and other real estate terminate at the end of such fiscal year. (c) In addition to the Capital Expenditures permitted pursuant to preceding clauses (a) and (b), the Borrower and its Restricted Subsidiaries shall be permitted to make additional Capital Expenditures (1) to the extent consisting of the reinvestment of proceeds of Recovery Events not required to be applied to reduce commitments pursuant to the provisions of Section 3.03(g) and (2) so long as (x) no Default or Event of Default exists or would result therefrom and (y) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined Borrower's Leverage Ratio at the time of making any such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, less than 4.25:1.00 (except to the extent deposited set forth in a prior fiscal yearthe proviso to the definition of Available $25 Million Basket Amount), and (y) all such the Borrower shall be permitted to make Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments those otherwise provided in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: preceding clause (1)) for the purpose of expanding or constructing Improvements with respect on any date in an amount not to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott Available $25 Million Basket Amount on such date (after giving effect to all prior and contemporaneous reductions thereto, except as a result of up such Capital Expenditure), plus (B) the then Available Net Income Amount on such date (after giving effect to $40 million all prior and contemporaneous adjustments thereto, except as a result of such Capital Expenditure), plus (C) the then Available Unrestricted Proceeds Amount (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Capital Expenditure) it being understood and agreed that, at the time of any Capital Expenditure pursuant to this Section 9.07(c)(2), the Borrower shall allocate the aggregate amount thereof as constituting a utilization of one or more of the basket amounts described in the aggregatepreceding clauses (A), (B) the Orlando World Center Marriott of up to $60 million in the aggregate, and (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that with the aggregate amount of such utilizations to equal the aggregate amount of the respective Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyExpenditure. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, commit to make any Capital Expenditures except: (i) -------------------- Expenditures, except that the U.S. Borrower and its Subsidiaries may make acquisitions or commit to make Capital Expenditures not exceeding the amount set forth below (the "Base ---- Amount") for each of Hotel Properties and/or the fiscal years or periods of the Borrower (or other ------ period) set forth below: Fiscal Year or Period Base Amount ----------- ------------ 2000 $35,000,000 2001 95,000,000 2002 24,000,000 2003 22,000,000 2004 20,000,000 2005 16,000,000 2006 15,000,000 2007 15,000,000 2008 15,000,000 2009 15,000,000 provided that (i) for any period set forth above, the Base Amount set forth -------- above may be increased by a maximum of 50% of the Base Amount for any such period by carrying over to any such period any portion of the Base Amount (as increased) not spent in the immediately preceding period, (ii) for each period of the Borrower, the Base Amount for such period set forth above shall be increased by the amount of any net cash proceeds from the issuance of Capital Stock of Holdings to, or any capital contribution to Holdings by, the Investors or their Affiliates (which has not been used to make investments pursuant to subsection 8.6(h), to finance Foreign Subsidiaries pursuant to 8.1(c)(iv), to repay loans pursuant to subsections 4.4 or 8.16 or to satisfy the Additional Financing Event Condition) and (iii) for each period of the Borrower, the Base Amount for such period set forth above shall be increased in the event any Person or assets of such Person (an "Acquired Person") is acquired as permitted herein by an amount equal to --------------- 110% of the amount of capital expenditures (determined in accordance with GAAP) of such Acquired Person for the requirements of Sections 11.09 and 11.10, in each case twelve months prior to the extent that same constitute date it was acquired ("Acquired Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a"); provided that, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as the fiscal ----------------------------- -------- year in which such Person becomes an Acquired Person, the Base Amount shall be increased by the product of (xA) the aggregate amount of all such Acquired Capital Expenditures of such Acquired Person times (B) a fraction, the numerator of which is the number of days remaining in any the fiscal year of the U.S. Borrower does not exceed an amount equal in which such Acquired Person was acquired and the denominator of which is 365; and provided, further, that, -------- ------- notwithstanding anything to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such contrary herein, additional Capital Expenditures for Hotel Properties may be made with net proceeds received in property sales or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (ydispositions under subsection 8.5(g) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a8.5(h), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At Neither the Parent nor any time when the Leverage Ratio equals or exceeds 6.00:1:00Borrower shall, the U.S. Borrower will not, and will not nor shall it permit any of its their respective Subsidiaries to, make any incur Capital Expenditures except: in an amount in excess of $20,000,000 (the “Maximum Cap Ex Amount”) in the aggregate during any fiscal year; provided, however, that if the Parent, the Borrowers and the Subsidiaries expend less than the Maximum Cap Ex Amount in any fiscal year the Maximum Cap Ex Amount for the next succeeding fiscal year of the Parent, the Borrowers and the Subsidiaries (but only the next succeeding fiscal year) shall be increased by (i) the U.S. Borrower excess of the Maximum Cap Ex Amount for the preceding fiscal year over the amount actually expended by the Parent, the Borrowers and its their respective Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with during such preceding fiscal year (the requirements of Sections 11.09 “Carry Forward Amount”) and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to the Available Basket Amount. Any Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in during any fiscal year shall be deemed to be made first from amounts that are not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Carry Forward Amount Amounts from one a prior fiscal year increasing the amount available and only when such amounts are used in subsequent fiscal years full shall any Carry Forward Amounts be used. For purposes of determining compliance with this Section 8.23(c), (excluding i) any Capital Expenditures made or otherwise incurred by the Parent, the Borrowers or any of their respective Subsidiaries during or after the fiscal year ending years of the Parent ended December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate2013 and/or December 31, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate 2014 and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject related solely to the limitations development of this clause (1))the Borrowers’ new bread production line and implementation of the Borrowers’ plant consolidation initiatives shall not be counted against the Maximum Cap Ex Amount or otherwise be deemed to reduce or utilize the Maximum Cap Ex Amount for such fiscal years; provided, and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year excluded pursuant to this clause (i) shall not exceed 2.0% $14,000,000 in the aggregate for both of Adjusted Total Assets determined at the time the Capital Expenditure is madefiscal years ended December 31, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. 2013 and December 31, 2014 and (ii) any Capital Expenditures made or otherwise incurred by the Target prior to the date hereof during a period when the Leverage Ratio is less than 6.00:1.00 shallfiscal year ending on December 31, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, 2012 shall not be counted against the baskets provided Maximum Cap Ex Amount or otherwise be deemed to reduce or utilize the Maximum Cap Ex Amount for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlysuch fiscal year. (b) 2.13. The restrictions set forth parties hereto confirm and agree that GE Capital Bank shall be named “Documentation Agent” for the Increase contemplated by this Amendment. GE Capital Bank in such capacity shall be entitled to the protections of Section 11.12(a) 11.10 of the Credit Agreement. 2.14. Section 13.9 of the Credit Agreement is hereby amended by deleting the words “Smart Balance, Inc.” and inserting the words “Boulder Brands, Inc.” in lieu thereof. 2.15. Schedule 6.2 to the Credit Agreement is hereby deleted in its entirety and as so deleted shall not apply when the Leverage Ratio is less than 6.00:1.00be replaced with Schedule 6.2 to this Amendment.

Capital Expenditures. Make or become legally obligated to make any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding (a) At normal replacements and maintenance which are properly charged to current operations and (b) any time when such capital expenditure that is also a Permitted Acquisition), except for capital expenditures in the Leverage Ratio equals ordinary course of business not exceeding in the aggregate (i) the sum of $50,000,000 and the Existing CapEx Carry-Over Amount, in the case of any such expenditures made during the fiscal year 2008, (ii) $60,000,000, in the case of any such expenditures made during the fiscal year 2009, (iii) $70,000,000, in the case of any such expenditures made during the fiscal year 2010 and (iv) $80,000,000, in the case of any such expenditures made in any fiscal year of the Company ending after December 31, 2010; provided, however, that so long as no Default has occurred and is continuing or exceeds 6.00:1:00would result from such expenditure, any portion of the U.S. Borrower amount set forth above, if not expended in a given fiscal year, may be carried over for expenditure in the next following fiscal year. Leases. Create, incur, assume, or suffer to exist any obligation as lessee for the rental or hire of any real or personal property, except (a) Capital Leases and Synthetic Leases permitted by Section 7.03, (b) leases existing on the date of this Agreement and any extensions or renewals thereof disclosed on Schedule 7.13, (c) leases (other than Capital Leases) entered into by the Company and its Subsidiaries which do not in the aggregate require the Company and its Subsidiaries on a consolidated basis to make payments (including taxes, insurance, maintenance, and similar expense which the Company or any Subsidiary is required to pay under the terms of any lease) in any fiscal year of the Company in excess of $35,000,000, (d) leases among the Company and its Subsidiaries and (e) leases of precious, semi-precious, or other metals in the nature of consignment agreements for inventory in the ordinary course of business. Hazardous Materials; Indemnification. Use, generate, treat, store, release, dispose of or otherwise introduce any Hazardous Materials into or on any real property owned or leased by any of them and will not, and will not permit any Subsidiary to, cause, suffer, allow or permit anyone else to do so, except in material compliance with applicable Environmental Laws. Each Domestic Borrower hereby agrees to indemnify, reimburse, defend and hold harmless each Agent, the Arranger, each Lender and their respective directors, officers, agents and employees (collectively, the "Indemnified Parties") for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by the Company or any of its Subsidiaries toor any business conducted thereon. Each Foreign Borrower hereby agrees to indemnify, reimburse, defend and hold harmless the Indemnified Parties for, from and against all demands, liabilities, damages, costs, claims, suits, actions, legal or administrative proceedings, interest, losses, expenses and reasonable attorney's fees (including any such fees and expenses incurred in enforcing this indemnity) asserted against, imposed on or incurred by any of the Indemnified Parties, directly or indirectly pursuant to or in connection with the application of any Environmental Law to acts or omissions occurring at any time on or in connection with any real estate owned or leased by such Foreign Borrower or any of its Subsidiaries or any business conducted thereon. Prepayment of Indebtedness, Etc. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Subordinated Indebtedness, other than as permitted under the applicable subordination agreement relating thereto. Fiscal Year. Change its fiscal year for accounting or financial reporting purposes from that in effect on the Closing Date. Sonion Intercompany Loan. Prepay or repay any portion of the Sonion Intercompany Loan; provided, that Sonion may make any Capital Expenditures except: a repayment or prepayment, in whole or in part, of the Sonion Intercompany Loan so long as (i) concurrently with such repayment or prepayment, Pulse Denmark makes a prepayment of the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or Committed Primary Revolving Loans (other assets than the Specified Committed Primary Revolving Borrowing) made to it in accordance with the requirements of Sections 11.09 and 11.10, in each case an amount at least equal to the extent that same constitute Capital Expenditures; amount of such repayment or prepayment of the Sonion Intercompany Loan or (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined event that at the time of such Capital Expenditure is maderepayment or prepayment no Committed Primary Revolving Loans (other than the Specified Committed Primary Revolving Borrowing) from all shall be outstanding, Pulse Denmark applies the proceeds of such Hotel Properties repayment or prepayment of the Sonion Intercompany Loan for a purpose other than the repayment of Indebtedness incurred to finance the Sonion Acquisition or related interest, fees or expenses, and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, delivers to the extent deposited in a prior fiscal year, and (y) all Administrative Agent evidence reasonably satisfactory to it of such Capital Expenditures are made in accordance with the terms application. In furtherance of the respective Management Agreement for such Hotel Properties foregoing, in the event of any repayment or real estate, as prepayment of the case may be; Sonion Intercompany Loan (iiiother than in circumstances referred to in clause (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(aabove), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott Company shall deliver, on behalf of up to $40 million Pulse Denmark and in the aggregateaccordance with Section 2.05(a) and this subsection (a), a notice of prepayment of such Committed Primary Revolving Loans and (B) Sonion shall, and the Orlando World Center Marriott Company shall cause Sonion to, deliver, on behalf of up to $60 million in the aggregatePulse Denmark, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for Administrative Agent the purpose of constructing new Hotel Properties, provided that the aggregate full amount of such Capital Expenditures prepayment of the Sonion Intercompany Loan, such funds to be applied to such prepayment of the Committed Primary Revolving Loans. Amend, supplement or otherwise modify the Sonion Intercompany Loan, or any agreement, document or instrument evidencing or otherwise relating to the Sonion Intercompany Loan, in a manner that is adverse in any fiscal year shall not exceed 2.0% material respect to the interests of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal yearsLenders. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.EVENTS OF DEFAULT AND REMEDIES

Capital Expenditures. The Borrower shall not, nor shall it permit any Restricted Subsidiary to, expend or be committed to expend Capital Expenditures unless: (a) At any time when no Event of Default shall have occurred or be continuing or would result from such Capital Expenditures, (b) after giving effect to such Capital Expenditures, Revolving Availability would be equal to or greater than $25,000,000.00, and (c) if the Senior Leverage Ratio equals as of the last day of the most recent fiscal quarter was equal to or exceeds 6.00:1:00greater than 2.50 to 1.00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any such Capital Expenditures except: would not cause the sum of the total Capital Expenditures of the Borrower and the Restricted Subsidiaries to exceed (i) $52,000,000 in the U.S. Borrower aggregate for the fiscal quarters ending September 30, 2009 and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10December 31, in each case to the extent that same constitute Capital Expenditures; 2009, (ii) $65,000,000 in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 2010, and (iii) $80,000,000 in the aggregate for each fiscal year ending thereafter; provided, that (A) for each period set forth above the Newport Beach Marriott permitted amount referred to above may be increased by (x) the first $25,000,000 of the aggregate Equity Issuance Proceeds that the Borrower or any of its Restricted Subsidiaries receives from all Equity Issuances during such period, (y) 25% of the Equity Issuance Proceeds (in excess of $25,000,000) that the Borrower or any of its Restricted Subsidiaries receives from all Equity Incurrences during such period, and (z) 25% of the Debt Incurrence Proceeds that the Borrower or any of its Restricted Subsidiaries receives from each Debt Incurrence during such period and (B) up to $40 million 30,000,000.00 of any such amount referred to above, if not so expended in the aggregatefiscal year for which it is permitted, (B) the Orlando World Center Marriott of up to $60 million may be carried over for expenditure in the aggregate, next succeeding fiscal year and (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in made pursuant to this Section 6.16 during any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is be deemed made, with the unused Roll Forward Amount from one first, in respect of amounts permitted for such fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shallas provided above and, second, in respect of amounts carried over from the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(aprior fiscal year pursuant to clause (B) (as applicable) for purposes of determining basket availability onlyabove. (bkk) The restrictions set forth Section 6.17 of the Credit Agreement is hereby amended in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.its entirety as follows:

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, commit to make any Capital Expenditures -------------------- Expenditure, except: (ia) Capital Expenditures of the U.S. Borrower and its Subsidiaries may make acquisitions in the ordinary course of Hotel Properties and/or other assets in accordance with business not exceeding $6,500,000 (the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii"Base Amount") in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), ----------- aggregate for the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in during any fiscal year of the U.S. Borrower does not exceed Borrower; provided, that (i) the Base Amount for each fiscal year during and -------- after which a Permitted Acquisition occurs shall be increased by an amount equal to 815% of the Gross Revenues consolidated EBITDA of the Permitted Acquired Person (determined at calculated in a manner comparable to the time such manner in which Consolidated EBITDA is calculated hereunder) for the most recent period of four consecutive fiscal quarters for which the relevant information is available for the Permitted Acquired Person; (ii) up to 50% of the Base Amount, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year; and (iii) Capital Expenditure is Expenditures made pursuant to this clause (a) during any fiscal year shall be deemed made, first, in respect of ----- amounts carried over from the prior fiscal year pursuant to subclause (ii) from all such Hotel Properties and other real estate above and, second, in respect of amounts permitted for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may beprovided ------ above; (iiib) in addition to Capital Expenditures permitted by made with the other clauses proceeds of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02any Reinvestment Deferred Amount; and (ivc) in In addition to the Capital Expenditures permitted by made pursuant to the other clauses of this Section 11.12(a7.7(a) or (b), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for Expenditures not in excess of the purpose of expanding or constructing Improvements with respect to Hotel PropertiesExcess Proceeds Amount; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is madeprovided, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31that, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in this Section 11.12(a) 7.7, Capital Expenditures shall not apply when -------- be deemed to include any expenditures made by Holdings, the Leverage Ratio is less than 6.00:1.00Borrower or any of their respective Subsidiaries to acquire in a Permitted Acquisition the business, property or assets of any Permitted Acquired Person, or the stock or other evidence of beneficial ownership of any Permitted Acquired Person that, as a result of such Permitted Acquisition, becomes a Subsidiary of the Borrower.

Capital Expenditures. Make any Capital Expenditure except that (a) At any time when for the Leverage Ratio equals or exceeds 6.00:1:00fifteen-month period from May 1, 1996 through February 28, 1997, the U.S. Borrower will not, Borrowers and will not permit any of its their Restricted Subsidiaries to, may make any Capital Expenditures except: of not more than $21,000,000, of which not less than $9,500,000 shall be funded from the proceeds of Capital Asset Financing, (b) for the Capital Expenditure Test Period commencing April 1, 1997, the Borrowers and their Restricted Subsidiaries may make Capital Expenditures of not more than the sum of (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (iiA) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as $27,500,000 LESS (xB) the aggregate amount of Development Expenditures (as defined in Section 9.12) which have not been repaid to the Borrowers on or before October 10, 1997, LESS (C) all such Capital Expenditures amounts expended by the Borrowers, directly or indirectly, in any fiscal year connection with the acquisition and development of Wolf Mountain in Park City, Utah, which have not been repaid to the U.S. Borrower does not exceed an amount equal Borrowers on or before October 10, 1997, PLUS (ii) up to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate $5,000,000 for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties the Killington/Pico interconnect project, or real estatesuch other projects as may be approved by the Lenders in writing and (c) during each Capital Expenditure Test Period thereafter, as the case Borrowers and their Subsidiaries may bemake Capital Expenditures not to exceed the sum of (i) $6,000,000, which amount is intended to be used for maintenance Capital Expenditures, PLUS (ii) the Discretionary Capital Expenditure Allowance, to the extent deposited in a prior fiscal year, and (y) all such be used for discretionary Capital Expenditures are made in accordance with the terms Capital Expenditure budget delivered under Section 6.4 hereof. Attached as Exhibit A to the Second Amendment is a description of the respective Management Agreement Borrowers' proposed capital expenditures for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is madeTest Period commencing April 1, with 1997 and those expenditures which will not be made if the unused Roll Forward Amount from one fiscal year increasing the amount available deductions referred to in subsequent fiscal years clauses (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (Ab)(i)(B) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, and (C) the Atlanta Marriott Marquis of up above are required to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower Holdings will not, and will not -------------------- permit any of its Subsidiaries to, make any Capital Expenditures except: Expenditures, except that, (i) during the U.S. period commencing on the Initial Borrowing Date and ending December 31, 1998, the Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a)in an aggregate amount not to exceed $23,000,000, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as provided that (x) for the period commencing on the Initial -------- Borrowing Date and ending December 31, 1996, the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does shall not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, $9,000,000 and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate1997, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in shall not exceed $17,000,000 and (ii) during any fiscal year shall thereafter the Borrower and its Subsidiaries may make Capital Expenditures so long as the aggregate amount of such Capital Expenditures does not exceed 2.0% of Adjusted Total Assets determined at $5,000,000. (b) Notwithstanding the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shallforegoing, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries pursuant to clause (a) above in any period (before giving effect to any increase in such permitted expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures made by the Borrower and its Subsidiaries during such period, such excess (the "Rollover Amount") may be counted against carried forward and utilized to make Capital Expenditures in succeeding fiscal years, provided that in no event shall the baskets provided for in aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during any fiscal year pursuant to Section 8.08(a) and this Section 11.12(a8.08(b) (as applicable) for purposes exceed 125% of determining basket availability onlythe amount permitted to be made in such fiscal year pursuant to Section 8.08(a). (bc) The restrictions set forth Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) with the proceeds of Asset Sales to the extent such proceeds are not required to be applied to repay Term Loans pursuant to Section 11.12(a4.02(A)(c). (d) shall Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (which Capital Expenditures will not apply when be included in any determination under the Leverage Ratio is less than 6.00:1.00foregoing clause (a)) with the insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Capital Expenditures are to replace or restore any properties or assets in respect of which such proceeds were paid within 360 days following the date of the receipt of such insurance proceeds to the extent such insurance proceeds are not required to be applied to repay Term Loans pursuant to Section 4.02(A)(g). (e) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures at any time in an aggregate amount equal to the Excess Proceeds Amount at such time (which Capital Expenditures will not be included in any determination under the foregoing clause (a)). (f) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures at any time in an aggregate amount equal to the Excess Earnings Amount at such time (which Capital Expenditures will not be included in any determination under the foregoing clause (a)).

Capital Expenditures. (a) At any time when Make or permit to be made Capital Expenditures, including Capital Lease Obligations, in each of the Leverage Ratio equals or exceeds 6.00:1:00periods set forth below to exceed the following amounts: Period Maximum Amount ------ -------------- Three fiscal month period ending March 31, the U.S. Borrower will not2002 $3,000,000 Six fiscal month period ending June 30, 2002 $5,000,000 Nine fiscal month period ending September 30, 2002 $6,000,000 Twelve fiscal month period ending December 31, 2002 $6,000,000 and will not permit any of its Subsidiaries to, make any each four fiscal quarter period thereafter Capital Expenditures except: (i) made with insurance proceeds of the U.S. Borrower Company and its Subsidiaries may make acquisitions shall not be included in determining compliance with this Section 10.12 if such reinvestment of Hotel Properties and/or other assets insurance proceeds (including reinvestment in accordance with the requirements form of Sections 11.09 and 11.10restoration or replacement of damaged property) is not considered a "Prepayment Event" as contemplated in the definition of such term. The exclusion from the Capital Expenditures limitations set forth in the preceding sentence shall only be permitted, in each case case, if and to the extent that same constitute Capital Expenditures; (ii) in addition to the Capital Expenditures permitted by referred to in such sentence are made in the other clauses period commencing on the first date the Company or the relevant Subsidiary receives any cash insurance proceeds from the relevant casualty giving rise to such cash insurance proceeds and ending on the date 360 days thereafter and may not be carried forward after the end of this Section 11.12(a)such period. Notwithstanding the foregoing, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any each fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for 2002 (Abut only so long as (x) no Default or Event of Default shall have occurred and be continuing (including, without limitation, under Section 10.14) and (y) the Newport Beach Marriott Fixed Charge Coverage Ratio at the end of up to $40 million in the aggregate, (B) most recently ended fiscal month of the Orlando World Center Marriott of up to $60 million in Company for the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which twelve most recent consecutive fiscal months shall be permitted without being subject equal to the limitations of this clause (1)or greater than 1.20 to 1.00), and (2) for the purpose of constructing new Hotel Properties, provided that the maximum aggregate amount of Capital Expenditures, including Capital Lease Obligations, in such Capital Expenditures in any fiscal year shall not exceed 2.0% $8,000,000; provided, however, that if the $8,000,000 limitation in this sentence is in effect any unused amount of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one Expenditures permitted to be made during a fiscal year increasing (commencing with any fiscal year after the amount available in fiscal year ending December 31, 2002) may be carried over to the next fiscal year only (but not to any subsequent fiscal years. year thereafter) and shall be deemed to be the first Capital Expenditures made during a such next fiscal year (provided that in any event the total amount of Capital Expenditures for such next fiscal year shall not exceed $12,000,000 in the aggregate); and provided, further, that, notwithstanding the $8,000,000 limitation(but only if the $8,000,000 limitation is otherwise in effect), the Company and its Subsidiaries may during the three year period when immediately following December 31, 2002 make up to $5,000,000 in the Leverage Ratio is less than 6.00:1.00 shallaggregate of Capital Expenditures relating solely to an enterprise resource planning system; and provided, further, that the above $8,000,000 limitation, to the extent permitted in the following sentence, shall not apply to Capital Expenditures (i) in respect of the reinvestment of sales proceeds, insurance proceeds and condemnation proceeds received by the Company and its Subsidiaries in connection with the sale, transfer or other disposition of the Company's business units, assets or properties, if such reinvestment (including, in the event case of insurance proceeds, reinvestment in the form of restoration or replacement of damaged property) is not considered a "Prepayment Event" as contemplated in the definition of such term, (ii) to the extent paid with the proceeds of an issuance by the Company of its Capital Stock not required to be applied as a prepayment of the Loans pursuant to Section 6.2(b), (iii) in respect of the reinvestment of the excess, if any, of (x) the Net Cash Proceeds resulting from the sale, transfer or other disposition of the Bridgeport Property over (y) any costs and expenses incurred by the Company in connection with any environmental remediation of the Bridgeport Property and (iv) in respect of the change of location of the Company's administration facility and distribution center; provided that such Capital Expenditures under this clause (iv) do not exceed $1,000,000 in the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against aggregate over the baskets provided for in term of this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) Agreement. The restrictions exclusion from the Capital Expenditures limitations set forth in any of clauses (i) through (iv) of the preceding sentence shall only be permitted, in each case, if and to the extent the Capital Expenditures referred to in such clause are made in the period commencing on the first date the Company or the relevant Subsidiary receives any cash proceeds from the relevant event referred to in such clause giving rise to such cash proceeds (or the date the Company changes the location of its administration facility or distribution center, as the case may be, with respect to clause (iv)) and ending on the date 360 days thereafter and may not be carried forward after the end of such period." 3.17 Section 11.12(a10.13 (Interest Expense Coverage Ratio) shall not apply when of the Leverage Ratio Credit Agreement is less than 6.00:1.00.hereby amended by deleting such Section in its entirety and replacing it with the following new Section:

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: Expenditures, except that (ix) during the U.S. period (taken as one accounting period) commencing on the Initial Borrowing Date and ending on March 31, 1998, the Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by so long as the other clauses of this Section 11.12(a)amount thereof does not exceed $1,900,000 during such period, and (y) subject to clause (b) below, during any Measurement Period thereafter set forth below, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall does not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when set forth opposite such Measurement Period below: Measurement Period Ending Amount ------------------------- ------ March 31, 1999 $2,200,000 March 31, 2000 $2,200,000 March 31, 2001 $2,200,000 March 31, 2002 $2,200,000 March 31, 2003 $2,200,000 March 31, 2004 $2,200,000 Term Loan Maturity Date $2,200,000 (b) Notwithstanding the Leverage Ratio is less than 6.00:1.00 shallforegoing, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00amount of Capital Expenditures permitted to be made by the Borrower and its Subsidiaries pursuant to clause (a) above in any Measurement Period (before giving effect to any increase in such permitted expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures made by the Borrower and its Subsidiaries during such Measurement Period, such excess (the "Rollover Amount") may be counted against carried forward and utilized to make Capital Expenditures in succeeding Measurement Periods, provided that in no event shall the baskets provided for aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during any Measurement Period pursuant to Section 8.08(a) exceed 125% of the amount set forth in this such Section 11.12(a) (as applicable) for purposes of determining basket availability only8.08(a). (bc) The restrictions set forth Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) with the insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Capital Expenditures are to replace or restore any properties or assets in respect of which such proceeds were paid within 360 days following the date of the receipt of such insurance proceeds to the extent such insurance proceeds are not required to be applied to repay Term Loans pursuant to Section 11.12(a4.02(A)(g) shall and are not apply when used by the Leverage Ratio is less than 6.00:1.00Borrower to effect Permitted Acquisitions. (d) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) with the Net Proceeds of Asset Sales, to the extent such Net Proceeds are not required to be applied to repay Term Loans pursuant to Section 4.02(A)(c). (e) Notwithstanding the foregoing, the Borrower may make Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) constituting Permitted Acquisitions. (f) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures at any time in an aggregate amount equal to the Excess Proceeds Amount at such time (which Capital Expenditures will not be included in any determination under the foregoing clause (a)).

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make or otherwise incur any Capital Expenditures except: in excess of $50,000,000 in any fiscal year of Borrower and its Subsidiaries; provided, however, that such amount in respect of any fiscal year may be increased (but not decreased) by an amount equal to the cumulative positive amount of the Borrower's Portion of Excess of Cash Flow. In addition, the amount of Capital Expenditures in any fiscal year may be further increased by an amount equal to the excess of (i) $50,000,000 over (ii) the U.S. amount of Capital Expenditures actually made in the immediately preceding fiscal year, provided that amounts so available under this sentence in any fiscal year or years that are not so expended shall be available for any subsequent fiscal year and the amount of Capital Expenditures made in any fiscal year shall first be applied against the $50,000,000 amount permitted for such fiscal year and thereafter applied to the amount available from prior years. The parties agree that, for purposes of the preceding sentence, Borrower shall be deemed on the Closing Date to have $65,000,000 in unused Capital Expenditures from prior fiscal years available for use on and after the Closing Date. Notwithstanding the foregoing, in no event shall the aggregate amount of Capital Expenditures made by Borrower and its Subsidiaries during any fiscal year pursuant to this Section 9.1(a) exceed $75,000,000. (b) Notwithstanding the foregoing, Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets Capital Expenditures (which Capital Expenditures will not be included in accordance any determination under the foregoing clause (a)) with the requirements insurance or condemnation proceeds received by Borrower or any of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate from any Recovery Event so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are to replace or restore any properties or assets in respect to which such proceeds were paid within 365 days (or committed to be paid within such 365 days so long as such replacement or restoration is made in accordance with within 180 days after the terms end of such 365 day period) following the date of the respective Management Agreement for receipt of such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations insurance proceeds to the extent such Capitalized Lease Obligations insurance proceeds are otherwise permitted under not required to be applied to repay Term Loans pursuant to Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a4.4(g), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will shall not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in to be made during each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal periods set forth below, to 8% be in excess of the Gross Revenues (determined at the time such maximum amount set forth below: NATIONAL STEEL CORPORATION CREDIT AGREEMENT Maximum Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Period Expenditures for Hotel Properties or real estate------ ------------ Fiscal Year ending December 31, as the case may be2001 $ 80,000,000 Fiscal Year ending December 31, to the extent deposited in a prior fiscal year2002 $ 90,000,000 Fiscal Year ending December 31, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year 2003 $125,000,000 Fiscal Year ending December 31, 2004 $150,000,000; provided, however, that, (a) Capital Expenditures attributable to the purchase by the Borrower or Pellet of property being, at the time of such purchase, leased to the Borrower or Pellet under an operating lease in effect on the date of this Agreement shall be excluded from all of the foregoing limitations if (i) the consideration for such purchase is not more than the Fair Market Value of such property and (ii) the consideration (whether financed or paid in cash) for all such purchases while any Obligation or Commitment remains outstanding does not exceed one hundred million Dollars ($100,000,000) in the aggregate; (b) to the extent that actual Capital Expenditures for any Fiscal Year shall be less than the maximum amount set forth in the chart above for such Fiscal Year, the difference between (x) such stated maximum amount for such Fiscal Year and (y) such actual Capital Expenditures for such Fiscal Year up to seventy-five percent (75%) of such stated maximum amount shall increase the maximum permissible Capital Expenditures that would have otherwise been authorized hereunder in the next succeeding Fiscal Year (and in such succeeding Fiscal Year, the Capital Expenditures actually made shall be applied first to reduce the carryover permitted by this proviso) and such carryover shall be available notwithstanding the applicability of clause (d) hereinbelow; (c) commencing with the Year 2003, the amount of maximum permissible Capital Expenditures in any Year as set forth in the chart above shall be increased by an amount equal to the difference between (i) two-thirds (2/3rd) of the excess, if any, of (A) the Newport Beach Marriott sum of up to $40 million the EBITDA of the Borrower in all previous Years commencing with the aggregate, Year 2002 (as calculated from the audited Financial Statements for such previous Years) over (B) the Orlando World Center Marriott sum of up to $60 million the EBITDA of the Borrower reflected in the aggregateProjections delivered to the Lenders on August 9, 2001 (Cwithout considering any updates thereto) for all such previous Years and (ii) the Atlanta Marriott Marquis aggregate of up all Capital Expenditures made pursuant to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), andproviso; (2d) for commencing with the purpose of constructing new Hotel PropertiesYear 2003, provided that the aggregate amount of such maximum permissible Capital Expenditures in any fiscal year Year as set forth in the chart above shall not exceed 2.0% the sum of Adjusted Total Assets determined at (A) $75,000,000 plus (B) ninety-five percent (95%) of the time positive amount (if any) equal to the Capital Expenditure is made, with difference between (x) EBITDA of the unused Roll Forward Amount from one fiscal year increasing Borrower for the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(aprior Year minus (y) (as applicable) for purposes of determining basket availability only$75,000,000. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At None of the Group Companies will make any time when Consolidated Capital Expenditures, except that during any of the Leverage Ratio equals or exceeds 6.00:1:00fiscal years set forth below, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions Consolidated Capital Expenditures so long as the aggregate amount of Hotel Properties and/or other assets in accordance with such Consolidated Capital Expenditures does not exceed the requirements of Sections 11.09 amount indicated opposite such period: 2007 $ 25,000,000 2008 $ 27,500,000 2009 $ 30,000,000 2010 $ 32,500,000 2011 $ 35,000,000 2012 and 11.10, in each case to thereafter $ 37,500,000 (b) To the extent that same constitute Capital Expenditures; (ii) in addition to Consolidated Capital Expenditures permitted by under subsection (a) above for any period set forth above are less than the other clauses applicable amount specified in the table in subsection (a) above, 100% of this Section 11.12(a)the difference may be carried forward and utilized to make Consolidated Capital Expenditures during the immediately succeeding fiscal year. (c) Notwithstanding the foregoing, the U.S. Borrower and its Subsidiaries may make Maintenance Consolidated Capital Expenditures (which Consolidated Capital Expenditures will not be included in any determination under subsection (a) above) with respect to their Hotel Properties and other real estate so long as (xA) the aggregate amount Net Cash Proceeds of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties Asset Dispositions, Casualties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may beCondemnations, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures Net Cash Proceeds are made in accordance with the terms of the respective Management Agreement for such Hotel Properties not required to be applied to repay Loans or real estate, as the case may be; (iii) in addition Cash Collateralize L/C Obligations pursuant to Capital Expenditures permitted by the other clauses of this Section 11.12(a2.09(b)(iii), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott Net Cash Proceeds of up to $60 million Qualifying Equity Issuances not otherwise utilized for any purpose specified in clause (ii) of the aggregate, definition of “Qualifying Equity Issuance” and (C) the Atlanta Marriott Marquis that portion of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) Excess Cash Flow for the purpose of constructing new Hotel Propertiesfiscal years ended after the Closing Date, provided that if any, not required to be used to prepay the aggregate amount of such Capital Expenditures Loans or Cash Collateralize L/C Obligations in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, accordance with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a2.09 or utilized to make Investments under Section 7.06(a)(xvi) (as applicable) for purposes of determining basket availability onlyor to make Restricted Payments under Section 7.07(iii). (bd) The restrictions set forth amount of Consolidated Capital Expenditures permitted under subsection (a) above for the fiscal year ending October 31, 2007 may be increased by an aggregate amount not exceeding $10,000,000 for expenditures incurred in Section 11.12(aconnection with the re-implementation of an Oracle E-Business Suite 11i (Oracle 11i) shall not apply when the Leverage Ratio is less than 6.00:1.00enterprise resource planning (ERP) system.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) Permit the aggregate amount of all such Capital Expenditures (other than Replacement Capital Expenditures) made by Parent, the Borrower and the Subsidiaries in any period set forth below to exceed the greater of (a) 7.5% of consolidated net revenues of Parent, the Borrower and the Subsidiaries for the immediately preceding fiscal year (as set forth in the financial statements delivered pursuant to Section 5.04(a) with respect to such fiscal year) and (b) $1,100,000,000 (such greater amount, the “Permitted Capital Expenditure Amount”): In any year in which a Permitted Acquisition occurs, the Permitted Capital Expenditure Amount in respect of the U.S. Borrower does such fiscal year shall be increased (but not exceed decreased) by an amount equal to 87.5% of the Gross Revenues net revenues generated by the Acquired Entity acquired during the preceding fiscal year of such Acquired Entity (determined at pro rated based on the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for number of days remaining in such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may beyear). In addition, to the extent deposited in a prior any portion of the Permitted Capital Expenditure Amount for any fiscal year (as the same may have been increased pursuant to the preceding sentence) is not fully expended during such fiscal year, then 50% of the amount not so expended may be carried forward to and used in succeeding fiscal years. In addition, for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 6.11 may be increased by an amount not to exceed 50% of the Permitted Capital Expenditure Amount for the immediately succeeding fiscal year (the “CapEx Pull-Forward Amount”). The actual CapEx Pull-Forward Amount in respect of any such fiscal year shall reduce, on a dollar-for-dollar basis, the amount of Capital Expenditures that would have been permitted to be made in the immediately succeeding fiscal year. In addition, for any fiscal year, the amount of Capital Expenditures that would otherwise be permitted in such fiscal year pursuant to this Section 6.11 may be increased by an amount not to exceed $400,000,000 if, at the time of such expenditure, both before and after giving pro forma effect thereto, (x) no Default or Event of Default shall have occurred and be continuing and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in 4.50 to 1.00. The provisions of this Section 11.12(a6.11 are solely for the benefit of the Revolving Credit Lenders, the 2019 Term A Lenders and any Lenders having Other Term A Loans and, notwithstanding the provisions of Section 9.08, the Required Covenant Lenders may (i) (as applicable) amend or otherwise modify Section 6.11 or, solely for purposes of determining basket availability onlySection 6.11, the defined terms used, directly or indirectly, therein, or (ii) waive any non-compliance with Section 6.11 or any Event of Default resulting from such non-compliance, in each case without the consent of any other Lenders. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Such Borrower will not, and will not -------------------- permit any of its Subsidiaries to, make any expenditure (collectively, "Capital ------- Expenditures") for fixed or capital assets (including, without limitation, ------------ expenditures for maintenance and repairs which should be capitalized in accordance with GAAP and including Capitalized Lease Obligations and including Client Acquisition Costs (whether or not such costs would be classified as capital expenditures in accordance with GAAP) but excluding (a) Capital Expenditures except: related to a Permitted Acquisition, provided that such amounts -------- expended in 1996 relating to any Permitted Acquisition shall not exceed 10% of the Purchase Price of such Permitted Acquisition; (ib) insurance proceeds received in connection with any Casualty Event used as and permitted by subsection 4.4(d) to effect the U.S. Borrower repair, construction or rebuilding of the asset which is the subject of to such Casualty Event; (c) amounts expended to purchase the Travelers Corporation Building Archives and the Montreal Property in accordance with subsections 8.2(e)(i) and 8.2(e)(ii), respectively; and (d) amounts expended to purchase real property pursuant to subsection 8.2(e)(iii) and (iv)) which should be capitalized in accordance with GAAP; provided that the -------- Company and its Subsidiaries may make acquisitions Capital Expenditures so long as the aggregate amount thereof (other than those described in clauses (a) through (d) above) does not exceed (i) during the 1996 fiscal year of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10Company, in each case to the extent that same constitute Capital Expenditures; US$20,000,000, or (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in during any fiscal year of the U.S. Borrower does not exceed Company thereafter, an amount equal to 8the sum of (x) 15% of total consolidated revenues of the Company and its Subsidiaries during the 12-month period ending on September 30 of such year plus (y) to the extent not included in clause (x) above, 15% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate total revenues for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) 12-month period of all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted businesses acquired by the other clauses of this Section 11.12(a), the U.S. Borrower Company and its Subsidiaries may make payments in respect during such 12-month period (including the revenues of Capitalized Lease Obligations to the extent each such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) business for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at period from the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount beginning of such Capital Expenditures in any fiscal year shall not exceed 2.0% 12-month period through the date of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyacquisition thereof). (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make Make any Capital Expenditures except: Expenditure except for (i) Capital Expenditures not exceeding, in the U.S. aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year, $85,000,000; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year shall be increased after the consummation of any Permitted Acquisition in an amount equal to 10% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”), (ii) so long as Durango Station, Inc. is a Guarantor, $750,000,000 in the aggregate in respect of the property being developed by Durango Station, Inc. and commonly referred to as Durango Station, (iii) so long as Reno Land Holdings LLC is a Guarantor, $700,000,000 in the aggregate in respect of the property being developed by Reno Land Holdings LLC and commonly referred to as the Reno Project, (iv) so long as Centerline Holdings, LLC is a Guarantor, $90,000,000 in the aggregate in respect of the property being developed by Centerline Holdings, LLC and commonly referred to as the Castaways Project, (v) $20,000,000 in respect of the Borrower’s corporate office building, (vi) $300,000,000 in the aggregate with respect to all other Capital Expenditures related to new properties of the Borrower and its Restricted Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance and (vii) Capital Expenditures made with the requirements proceeds of Sections 11.09 (A) Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied, and 11.10(B) so long as (after giving Pro Forma Effect to such Capital Expenditures) the Borrower and its Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, in each case the sum of (x) 50% of Cumulative Excess Cash Flow, excluding therefrom any amounts constituting the Available Distributions Amount, plus (y) 100% of the Available Distribution Amount, to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure sum is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyNot Otherwise Applied. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower The Parent will not, and will not permit any of its Subsidiaries to, make any expenditure for fixed or capital assets (including, without limitation, expenditures for maintenance and repairs which should be capitalized in accordance with generally accepted accounting principles and including Capitalized Lease Obligations) or Investments in Joint Ventures (collectively, "Capital Expenditures except: Expenditures"), except that, subject to the provisions of Section 9.7(b)(viii) and the limitations contained in Sections 9.10(c) and (e) below, (i) the U.S. Borrower Parent (so long as it owns Development Assets) and the Issuer and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets Capital Expenditures as provided in accordance with the requirements of Sections 11.09 9.10(b) and 11.10(d) below, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by during the other clauses of this Section 11.12(a)period commencing on the Closing Date and ending on December 31, 2000, the U.S. Borrower Parent (so long as it owns Development Assets) and the Issuer and its Subsidiaries may make Maintenance and Up-Grade Capital Expenditures with respect to their Hotel Properties and other real estate Expenditures, so long as (x) the aggregate amount of all thereof during such Capital Expenditures in period does not exceed $9,000,000 and (iii) during any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estateParent commencing after December 31, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a)2000, the U.S. Borrower Parent (so long as it owns Development Assets) and the Issuer and its Subsidiaries may make payments in respect Maintenance and Up-Grade Capital Expenditures, so long as the aggregate amount thereof during any such fiscal year does not exceed $18,000,000 (as such amount may be increased on January 1 of Capitalized Lease Obligations to each fiscal year (commencing with January 1, 2001) by three percent of the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; andprevious fiscal year's amount as determined hereunder). (ivb) in In addition to the Capital Expenditures permitted by the other pursuant to clauses (ii) and (iii) of this Section 11.12(a)9.10(a) above but subject to Sections 9.10(c) and (e) below, the U.S. Borrower Parent (so long as it owns Development Assets) and the Issuer and its Subsidiaries may make additional Capital Expenditures:Expenditures (including Permitted Acquisitions in accordance with Section 8.12 and Joint Venture Investments made in accordance with Section 9.7(b)(viii)) (i) during the period commencing on the Closing Date and ending on December 31, 2000, so long as the aggregate amount thereof during such period does not exceed $18,500,000 and (ii) during any fiscal year of the Parent commencing after December 31, 2000, so long as the aggregate amount thereof during any such fiscal year does not exceed the remainder of (x) the Additional Permitted CapEx Amount then in effect for such fiscal year minus (y) the aggregate amount of Maintenance and Up-Grade Capital Expenditures that the Parent (so long as it owns Development Assets) and the Issuer and its Subsidiaries are permitted to make during such fiscal year pursuant to clause (iii) of Section 9.10(a) above. (1c) Notwithstanding anything to the contrary contained in Sections 9.10(a) or (b) above (and without prejudice to the right of the Parent and its Subsidiaries to make additional Capital Expenditures pursuant to Section 9.10(d) below), in no event shall the Parent, the Issuer and their Subsidiaries make Capital Expenditures (including Maintenance and Up-Grade Capital Expenditures) in reliance on clauses (ii) and (iii) of Section 9.10(a) and Section 9.10(b) above in excess of $20,000,000 during any fiscal quarter of the Parent. (d) In addition to the Capital Expenditures permitted pursuant to clauses (ii) and (iii) of Section 9.10(a) and Section 9.10(b) above but subject to Section 9.10(e) below, the Parent (so long as it owns Development Assets) and the Issuer and its Subsidiaries may make, at any time, additional Capital Expenditures constituting Permitted Acquisitions (other than Start-Up Costs) in an aggregate amount equal to the Retained Excess Cash Flow Amount at such time, so long as any such Permitted Acquisition is otherwise consummated in accordance with the requirements of Section 8.12. (e) Notwithstanding anything to the contrary in this Section 9.10, in no event shall the Parent, the Issuer and their Subsidiaries make, during any fiscal quarter of the Parent, commencing with the fiscal quarter ending March 31, 2001, Capital Expenditures (including Permitted Acquisitions and Investments in Joint Ventures) which in the aggregate exceed the Permitted Quarterly CapEx Amount for such fiscal quarter. In addition, once the purpose of expanding Permitted Quarterly CapEx Amount for a fiscal quarter has been determined, commencing with the fiscal quarter ending March 31, 2001, the Parent, the Issuer and their Subsidiaries shall not enter into any additional binding commitments or constructing Improvements agreements, to make Capital Expenditures (including Permitted Acquisitions and Investments in Joint Ventures) during such fiscal quarter, which in the aggregate, when combined with respect existing binding commitments to Hotel Properties; provided that make such Capital Expenditures in any such fiscal year shall not quarter, exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Permitted Quarterly CapEx Amount from one for such fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyquarter. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will shall not, and will shall not permit any of its Subsidiaries Restricted Entity to, make any Capital Expenditures except: Expenditure in any fiscal year except (a) those paid for by (i) the U.S. Borrower incurrence of Indebtedness permitted pursuant to clauses (f), (g), (h) and its Subsidiaries may make acquisitions (p) of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10Section 7.02, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures the proceeds of sale-leaseback transactions permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as hereunder or (xiii) the aggregate amount cash proceeds of all such Capital Expenditures in any fiscal year issuances of Equity Interests by Holdings made since the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may beClosing Date, to the extent deposited in a prior fiscal year, such proceeds have been contributed to the Restricted Entities and have not previously been applied by or on behalf of the Restricted Entities to make Capital Expenditures pursuant to this Section 7.17 or for other purposes and (yb) all such Capital Expenditures are made not in accordance with the terms excess of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1i) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.02013, the sum of (A) 100% of Adjusted Total Assets determined at the time Consolidated EBITDA of the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after Restricted Entities for the fiscal year ending December 312012 (calculated on a pro forma basis assuming the MLP Entities existed as of January 1, 2004 2012 and none of the MLP Entities were Restricted Entities for (Asuch year) the Newport Beach Marriott of up to $40 million in the aggregate, plus (B) the Orlando World Center Marriott of up to $60 million “Rollover Amount” (as defined in the aggregateExisting Credit Agreement) eligible to be carried forward for the fiscal year 2013 pursuant to the Existing Credit Agreement and (ii) for each fiscal year thereafter, (C) 100% of the Atlanta Marriott Marquis Consolidated EBITDA of up to $40 million Restricted Entities for the immediately preceding fiscal year, and, in the aggregate case of any Acquisition consummated since the end of the immediately preceding fiscal year, after giving pro forma effect to such Acquisition based on the most recently ended twelve month trailing period attributable to such Acquisition and as if such Acquisition had occurred on the corresponding date of the immediately preceding fiscal year (D) such amount, the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject “Permitted CapEx”); provided that to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided extent that the aggregate amount of such Capital Expenditures made in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shallPermitted CapEx, the amount of such difference in an amount up to $50,000,000 may be carried forward and used to make Capital Expenditures in the event immediately succeeding fiscal year; provided further that if any such amount is so carried forward, such amount will be deemed used in the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyapplicable subsequent fiscal year before such year’s Permitted CapEx is deemed used. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, make any Capital Expenditures, except for Capital Expenditures except: that (ii)(A) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets are required in accordance connection with the requirements ordinary maintenance of Sections 11.09 any Project and 11.10(B) are not incurred in connection with the construction, in each case to the extent that same constitute Capital Expenditures; development or expansion of any Project, (ii) are incurred in addition connection with the expansion or re-powering of any Project that has already reached substantial completion and commercial operation prior to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all incurring such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time Expenditure and such Capital Expenditure is madefunded in full (A) solely with the cash proceeds of a Specified Equity Contribution into the Borrower (and further contributed as equity in the APAG Borrower) using the net proceeds of any issuance of Equity Interests by, or any Indebtedness incurred or issued by, the Ultimate Parent or Holdings from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estatethird parties; provided that, as the case may be, Borrower shall deliver notice to the extent deposited Administrative Agent and the Lenders at least five (5) Business Days prior to making such Specified Equity Contribution and such notice shall specifically designate such Specified Equity Contribution as being made pursuant to this Section 7.8(ii)(A) or (B) solely by using APAG Borrower Available Cash up to an amount of $25,000,000 in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties aggregate or real estate, as the case may be; (iii) are incurred in addition to Capital Expenditures permitted by connection with the other clauses construction of this Section 11.12(a), the U.S. Borrower a Permitted Non-Mechanical Completion Project and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, funded in full solely with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott cash proceeds of up to $40 million in a Specified Equity Contribution into the aggregateBorrower using the net proceeds of any issuance of Equity Interests by, or any Indebtedness incurred or issued by, the Ultimate Parent or Holdings from third parties, (B) the Orlando World Center Marriott proceeds of up to $60 million in the aggregate, committed tax equity financings permitted by Section 7.6 or (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregatewith cash; provided, each of which all Capital Expenditures permitted hereunder shall be permitted without being subject to the limitations Section 6.10. Any Specified Equity Contributions made to fund Capital Expenditure pursuant to Section 7.8(ii)(A) above shall not count as Specified Equity Contributions (or equity contributions of this clause (1)), and (2any other type) for the any other purpose of constructing new Hotel Properties(including any baskets, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in growers or other thresholds) under this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyAgreement. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower The Company will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: Expenditures, except that (ix) during the U.S. Borrower period (taken as one accounting period) commencing on the Initial Borrowing Date and ending on April 27, 1997, the Company and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by so long as the other clauses of this Section 11.12(a)aggregate amount does not exceed $7,100,000 during such period and (y) during any fiscal year thereafter, the U.S. Borrower Company and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures does not exceed $11,000,000. (b) In the event that the amount of Capital Expenditures permitted to be made by the Company and its Subsidiaries pursuant to clause (a) above in any fiscal year (before giving effect to any increase in such permitted expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures actually made by the U.S. Borrower does not Company and its Subsidiaries during such fiscal year, such excess (the "Rollover Amount") may be carried forward and utilized to make Capital Expenditures in succeeding fiscal years; PROVIDED that in no event shall the aggregate amount of Capital Expenditures made by the Company and its Subsidiaries during any fiscal year pursuant to Section 8.08(a) exceed an amount equal to 8125% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate direct amount set forth for such fiscal year plus any amounts then being held on deposit for in such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be;Section 8.08(a). (iiic) Notwithstanding the proviso in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a8.08(b), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower Company and its Subsidiaries may make additional Capital Expenditures:Expenditures with the Net Cash Proceeds of Asset Sales to the extent such proceeds are not required to be applied to reduce the Total Revolving Loan Commitment pursuant to Section 3.03(c) and such proceeds are reinvested as required by Section 3.03(c). (1d) for The Company and its Subsidiaries may make additional Capital Expenditures with the purpose insurance proceeds received by the Company or any of expanding its Subsidiaries from any Taking or constructing Improvements with respect to Hotel Properties; provided that Destruction so long as such Capital Expenditures are to replace or restore any properties or assets in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each respect of which shall be permitted without being subject such proceeds were paid within one year following the date of the receipt of such insurance proceeds to the limitations of this clause (1extent such insurance proceeds are not required to be applied to reduce the Total Revolving Loan Commitment pursuant to Section 3.03(f)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (be) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00Company and its Wholly-Owned Subsidiaries may make Permitted Acquisitions.

Capital Expenditures. (a) At During any time when the Leverage Ratio equals fiscal year of Borrowers, contract for, purchase or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: other expenditures or commitments for fixed or capital assets (iincluding capitalized leases) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10an amount that, in each case if added to the extent that same constitute Capital Expenditures; amounts of all other such expenditures and commitments made by Borrowers during the then current fiscal year of Borrowers preceding the date of calculation, less all landlord/tenant allowances during the then current fiscal year of Borrowers preceding the date of calculation (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries which landlord/tenant allowances may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate be offset against capital expenditures only so long as (xa) such landlord/tenant allowances are reflected in the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal financial statements provided to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate Agent for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, period and (yb) all Borrowers have provided Agent with documentation satisfactory to Agent setting forth such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(alandlord/tenant allowances), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a)would exceed, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, $9,500,000 per fiscal year (Bthe “CapEx Limit”); except that, as a one time accommodation, the Capex Limit for the Borrowers’ fiscal year ending February 2, 2008 shall be $12,875,000.” 4. Effective as of June 1, 2007, Exhibit A to the Credit Agreement (the Borrowing Base Certificate) is hereby amended and replaced by the Orlando World Center Marriott Borrowing Base Certificate attached hereto as Exhibit A. 5. Except as specifically set forth herein, no other changes or modifications to the Credit Agreement are intended or implied, and, in all other respects, the Credit Agreement shall continue to remain in full force and effect in accordance with its terms as of up the date hereof. Except as specifically set forth herein, nothing contained herein shall evidence an amendment or other modification by Agent and Lenders of any other provision of the Credit Agreement. 6. The terms and provisions of this Amendment shall be for the benefit of the parties hereto and their respective successors and assigns; no other person, firm, entity or corporation shall have any right, benefit or interest under this Amendment. This Amendment sets forth the entire agreement and understanding of the parties with respect to $60 million the matters set forth herein. This Amendment cannot be changed, modified, amended or terminated except in a writing executed by the aggregate, (C) the Atlanta Marriott Marquis of up party or parties to $40 million be charged. 7. This Amendment may be signed in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregatecounterparts, each of which shall be permitted without being subject to the limitations an original and all of which, when taken together, shall constitute one instrument. In making proof of this clause (1))Amendment, and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year it shall not exceed 2.0% of Adjusted Total Assets determined at be necessary to produce or account for more than one counterpart signed by the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, party or parties to be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlycharged. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (ai) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Each of Parent and Borrower will shall not, and will shall not permit any of its Subsidiaries to, make any or incur Capital Expenditures except:net of any proceeds received by Borrower from the sale of scaffolding (other than new scaffolding), in any Fiscal Year indicated below, in an aggregate amount in excess of the corresponding amount (the "Maximum Consolidated Net Capital Expenditures Amount") set forth below opposite such Fiscal Year; provided that (a) the Maximum Consolidated Net Capital Expenditures Amount for any Fiscal Year shall be increased by an amount equal to the excess, if any, of the Maximum Consolidated Net Capital Expenditures Amount for the previous Fiscal Year over the actual amount of Capital Expenditures (net of any proceeds received by Borrower or any Subsidiary from the sale of scaffolding equipment (other than scaffolding inventory held for sale in the ordinary course of business)) for such previous Fiscal Year and (b) the Maximum Consolidated Net Capital Expenditures Amount that would otherwise be permitted in any such Fiscal Year pursuant to this subsection 7.8 (including as a result of the application of clause (a) above) may be increased by an amount not to exceed $10,000,000 (the "CapEx Pull-Forward Amount"). The actual CapEx Pull-Forward Amount in respect of any such Fiscal Year shall reduce, on a dollar-for-dollar basis, the Maximum Consolidated Net Capital Expenditures Amount applicable to the immediately succeeding Fiscal Year (provided that, other than in respect of the 2012 Fiscal Year, the Company may apply the CapEx Pull-Forward Amount in such immediately succeeding Fiscal Year): (iii) Notwithstanding anything contained herein to the U.S. contrary, Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to or incur Capital Expenditures permitted by actually made or incurred with cash capital contributions made after the other clauses Closing Date to Borrower or any of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect by Equity Investors (through Holdings and Parent) and specifically identified in a certificate delivered by an Officer of Borrower to their Hotel Properties and other real estate so long as (x) Administrative Agent on or about the time such capital contribution is made; provided that the aggregate amount of all such Capital Expenditures in any fiscal year of made or incurred after the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year Closing Date shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only40,000,000. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. Borrower’s and its Subsidiaries’ Capital Expenditures during the fiscal year ending on the date of the Financial Statement is $ , which amount [is/is not] less than or equal to (ai) At $81,000,000 for the fiscal year 2019, (ii) $69,000,000 for the fiscal year 2020, (iii) $13,000,000 for the fiscal year 2021, (iv) $13,000,000 for the fiscal year 2022, (v) $23,000,000 for the fiscal year 2023, and (vi) $25,000,000 for the fiscal year 2024; provided that if the amount of Capital Expenditures permitted to be made in any time when fiscal year as set forth above is greater than the actual amount of the Capital Expenditures (excluding the amount, if any, of Capital Expenditures made with Net Cash Proceeds reinvested pursuant to the proviso in Section 2.4(e)(ii) of the Loan Agreement) actually made in such fiscal year (the amount by which such permitted Capital Expenditures for such fiscal year exceeds the actual amount of Capital Expenditures for such fiscal year, the “Excess Amount”), then 100% of such Excess Amount (the “Carry-Over Amount”) may be carried forward to the next succeeding Fiscal Year (the “Succeeding Fiscal Year”), so long as no Default or Event of Default shall have occurred and be 137957435v3 continuing or would result therefrom; provided further that the Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be used in that Fiscal Year until the amount permitted above to be expended in such Fiscal Year has first been used in full and the Carry- Over Amount applicable to a particular Succeeding Fiscal Year may not be carried forward to another fiscal year. 137957435v3 City National Bank 500 X. Xxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: Gxxxx Xxxxxxxx Ladies and Gentlemen: Reference is made to that certain FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Loan Agreement”), dated as of May 15, 2019, by and among FRESHPET, INC., a Delaware corporation (“Borrower”) the lenders identified on the signature pages thereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”) and CITY NATIONAL BANK, a national banking association, as the lead arranger and administrative agent for the Lenders (in such capacity as administrative agent, together with its successors and assigns, if any, in such capacity, “Agent”). All initially capitalized terms used herein shall have the meanings set forth in the Loan Agreement unless specifically defined herein. This LIBOR Notice represents Borrower’s request to elect the LIBOR Option with respect to [all] [a portion of] the [Advances][Delayed Draw Term Loans][Incremental Term Loans] in the amount of $ (the “LIBOR Rate Loan”)[, and is a written confirmation of the telephonic notice of such election given to Lender]. The LIBOR Rate Loan will have an Interest Period of [1, 2, 3 or 6] month(s) commencing on . Borrower represents and warrants that no Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above. Dated: , 20 By Name: Title: 137957435v3 City National Bank 500 X. Xxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: Gxxxx Xxxxxxxx RE: Notice of Borrowing under that certain FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Loan Agreement”), dated as of May 15, 2019, by and among FRESHPET, INC., a Delaware corporation (“Borrower”) the lenders identified on the signature pages thereof (such lenders, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”) and CITY NATIONAL BANK, a national banking association, as the lead arranger and administrative agent for the Lenders (in such capacity as administrative agent, together with its successors and assigns, if any, in such capacity, “Agent”). Ladies and Gentlemen: Reference hereby is made to the Loan Agreement. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Loan Agreement. Pursuant to Section 2.3 of the Loan Agreement, the Borrower hereby gives you irrevocable notice that the Borrower hereby requests [a Delayed Draw Term Loan][an Advance][an Incremental Term Loan] under the Loan Agreement, and sets forth below the information relating to such proposed Advance (the “Proposed Borrowing”) as required by Section 2.3 of the Loan Agreement. a. The Business Day of the Proposed Borrowing is . b. The amount of the Proposed Borrowing is $ . c. The Proposed Borrowing will be [a Delayed Draw Term Loan][an Advance][an Incremental Term Loan]. d. The Proposed Borrowing will be a [Base Rate Loan][LIBOR Rate Loan] with an Interest period of [1][2][3][6] month(s). e. The Proposed Borrowing is to be made pursuant to the instructions set forth on Exhibit A attached hereto. 137957435v3 The Borrower hereby further certifies that on and as of the date for the Proposed Borrowing, and after giving effect to the Proposed Borrowing: a. the representations and warranties contained the Loan Documents are true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), b. no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof, c. no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against Borrower, Lender, or any of their Affiliates, d. no Material Adverse Change has occurred[.][, and] e. [all actions and conditions specified in Section 6.17 of the Loan Agreement shall have been taken or satisfied, as applicable, with respect to such Real Property[.][, and]]2 f. [after giving pro forma effect to any such Delayed Draw Term Loan, the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shallrequired by Section 7.18(a)(ii) of the Loan Agreement minus 0.25, and Borrower shall have delivered to the Agent a Compliance Certificate demonstrating compliance with such condition.]3 Very truly yours, a Delaware corporation By:_ Name: 2 Include if any portion of the proceeds of such Advance or Delayed Draw Term Loan will be used to acquire any Real Property. 3 Include for Delayed Draw Term Loans. 137957435v3 137957435v3 Schedule A-1 Agent’s Account An account at a bank designated by Agent from time to time as the account into which Borrower shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Borrower to the contrary, Agent’s Account shall be that certain deposit account bearing account number 101306674 and maintained by Agent at City National Bank, Los Angeles, N.A., ABA # 100000000, 2000 Xxxx Xxxxx, Xx Xxxxxxx, XX 00000. 137957435v3 Schedule C-l Commitments City National Bank $17,500,000 $27,500,000 $45,000,000 Bank of America, N.A. $17,500,000 $27,500,000 $45,000,000 All Lenders $35,000,000 $55,000,000 $90,000,000 139334695v1 Schedule D-l Designated Account Account number 123380541 of Borrower maintained with Borrower’s Designated Account Bank, or such other deposit account of Borrower (located within the United States) that has been designed as such, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00writing, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlyby Borrower to Agent. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. Borrower Holdings will not, and will not permit -------------------- any of its Subsidiaries to, make any Capital Expenditures except: (i) Expenditures, except that during any fiscal year the U.S. Borrower and its Subsidiaries may make acquisitions Capital Expenditures so long as the aggregate amount of Hotel Properties and/or other assets in accordance with such Capital Expenditures does not exceed $6,000,000. (b) Notwithstanding the requirements of Sections 11.09 and 11.10foregoing, in each case to the extent event that same constitute Capital Expenditures; (ii) in addition to the amount of Capital Expenditures permitted to be made by the other clauses Borrower and its Subsidiaries pursuant to clause (a) above in any period (before giving effect to any increase in such permitted expenditure amount pursuant to this clause (b)) is greater than the amount of such Capital Expenditures made by the Borrower and its Subsidiaries during such period, such excess (the "Rollover Amount") may be carried forward and utilized to make Capital Expenditures in succeeding fiscal years, provided that in no event shall the aggregate amount of Capital Expenditures made by the Borrower and its Subsidiaries during any fiscal year pursuant to Section 8.08(a) and this Section 11.12(a8.08(b) exceed 125% of the amount permitted to be made in such fiscal year pursuant to Section 8.08(a). (c) Notwithstanding the foregoing, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such which Capital Expenditures will not be included in any fiscal year determination under the foregoing clause (a)) with the proceeds of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, Asset Sales to the extent deposited such proceeds have not resulted in a prior fiscal year, and (y) all such Capital Expenditures are made in accordance with reduction to the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be;Total Revolving Loan Commitment pursuant to Section 3.03(c). (iiid) in addition to Capital Expenditures permitted by Notwithstanding the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make payments Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) with the insurance proceeds received by the Borrower or any of its Subsidiaries from any Recovery Event so long as such Capital Expenditures are to replace or restore any properties or assets in respect of Capitalized Lease Obligations which such proceeds were paid within one year following the date of the receipt of such insurance proceeds to the extent such Capitalized Lease Obligations are otherwise permitted under insurance proceeds have not resulted in a reduction to the Total Revolving Loan Commitment pursuant to Section 11.02; and3.03(e). (ive) in addition to Notwithstanding the Capital Expenditures permitted by the other clauses of this Section 11.12(a)foregoing, the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures:Expenditures at any time in an aggregate amount equal to the Cumulative Income and Equity Amount at such time (which Capital Expenditures will not be included in any determination under the foregoing clause (a)). (1f) for Notwithstanding the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (which Capital Expenditures will not be included in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at determination under the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this foregoing clause (1a)), and (2) for consisting of the purpose establishment of constructing new Hotel Propertiesand relocation the New Operating Facility, provided that the aggregate amount of such -------- Capital Expenditures in any fiscal year made pursuant to this Section 8.08(f) shall not exceed 2.0% $7,500,000. (g) Notwithstanding the foregoing, the Borrower and its Subsidiaries may make Capital Expenditures (which Capital Expenditures will not be included in any determination under the foregoing clause (a)) consisting of Adjusted Total Assets determined at the time establishment of and relocation to the Capital Expenditure is madeNew Distribution Center, with provided that -------- the unused Roll Forward Amount from one fiscal year increasing the aggregate amount available in subsequent fiscal years. of Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in pursuant to this Section 11.12(a) (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a8.08(g) shall not apply when the Leverage Ratio is less than 6.00:1.00exceed $2,500,000.

Capital Expenditures. If the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA as demonstrated on a Compliance Certificate delivered in accordance with ss.11.4 (ae) At at the end of any time when fiscal year of the Leverage Ratio equals Borrower and its Subsidiaries is equal to or exceeds 6.00:1:002.50 to 1.00, the U.S. Borrower will not, shall not and will shall not permit any of its Subsidiaries to, to make any Capital Expenditures except: (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed an amount equal to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for during such fiscal year plus any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as that exceed in the case may be, to the extent deposited in a prior fiscal year, and aggregate (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1a) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 1999, 6.5% of Consolidated Revenues for (A) the Newport Beach Marriott of up to $40 million in the aggregatesuch fiscal year, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2b) for the purpose fiscal year ending December 31, 2000, 5.5% of constructing new Hotel PropertiesConsolidated Revenues for such fiscal year, and (c) for each fiscal year ending thereafter, 6.5% of Consolidated Revenues for such fiscal year; provided that (i) to the extent that the full amount of Capital Expenditures permitted hereunder is not expended by the Borrower and its Subsidiaries in such fiscal year, such unexpended portion may be carried over and expended in the immediately following fiscal year only and (ii) such unexpended portion shall be deemed expended last in such immediately following fiscal year. For purposes of calculating the amount of Capital Expenditures permitted under this ss.12.11, there shall be deducted from the actual amount of Capital Expenditures for any fiscal year an amount equal to the greater of (a) $0 and (b) the aggregate amount of Net Cash Proceeds received by the Borrower and its Subsidiaries from the sale of assets pursuant to ss.ss.12.5(c) and (d) during such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. and all Capital Expenditures made during a period when with insurance or condemnation proceeds used to repair or replace the Leverage Ratio is less than 6.00:1.00 shallproperty damaged, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlydestroyed or taken. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, commit to make any Capital Expenditures Expenditure, except: (ia) Capital Expenditures of the U.S. Parent Borrower and its Subsidiaries may make acquisitions in the ordinary course of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in business not exceeding $15,000,000 during any fiscal year of the U.S. Borrower does Parent Borrower; provided that (A) up to $7,500,000 of any amount referred to above, if not exceed so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year but not in any subsequent fiscal years and (B) Capital Expenditures made pursuant to this paragraph (a) during any fiscal year shall be deemed made, first, in respect of amounts permitted for such fiscal year as provided above and, second, in respect of amounts carried over from the prior fiscal year pursuant to subclause (A) above; provided that, in connection with any Permitted Acquisition, the amount of Capital Expenditures that would otherwise be permitted in any such fiscal year pursuant to this clause (a) (including as a result of the application of subclause (B) of this clause (a)) may be increased in an amount equal to 8the greater of 2% of revenues of the Permitted Acquisition for the latest twelve months for which financial statements are available and 125% of the Gross Revenues average historical capital expenditures for the previous three fiscal years of the acquired business (determined at excluding for purposes hereof, any capital expenditures constituting a portion of the time purchase price of, or in contemplation of, acquisitions made by or for the acquired business within the previous three fiscal years) (“Incremental Capital Expenditures”); provided further that up to 50% of such Incremental Capital Expenditure is made) from all such Hotel Properties and other real estate for such amount, if not so expended in the initial fiscal year plus for which it is permitted, may be carried over for expenditure in the next fiscal year but not in any amounts then being held on deposit for such Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior subsequent fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) years in addition to any amounts carried over pursuant to this Section 7.7(a)(A) above; however, that in no event shall Incremental Capital Expenditures permitted by exceed $10,000,000 in the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments aggregate in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02any fiscal year; and (ivb) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes proceeds of determining basket availability onlyany Reinvestment Deferred Amount. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals Make or exceeds 6.00:1:00, the U.S. Borrower will not, and will not permit any of its Subsidiaries to, commit to make any Capital Expenditures except: (i) Expenditures, except that the U.S. Borrower Company and its Subsidiaries may make acquisitions or commit to make Capital Expenditures not exceeding the amount set forth below (the "BASE AMOUNT") for each of Hotel Properties and/or the years or other periods set forth below: Year or Period Base Amount --------- ----------- Closing Date to $25,000,000 December 31, 1998 Calendar Year 1999 $25,000,000 Calendar Year 2000 $25,000,000 Calendar Year 2001 $25,000,000 Calendar Year 2002 $25,000,000 Calendar Year 2003 $25,000,000 Calendar Year 2004 $25,000,000 January 1, 2005 to November 30, 2005 $25,000,000 -110- 117 PROVIDED that (i) for any period set forth above, the Base Amount set forth above may be increased by a maximum of 50% of the Base Amount for any such period by carrying over to any such period any portion of the Base Amount (as increased) not spent in the immediately preceding period and (ii) for each period of the Company, the Base Amount set forth above shall be increased in the event any Person or assets of such Person (an "ACQUIRED PERSON") is acquired as permitted herein by an amount equal to 110% of the amount of capital expenditures (determined in accordance with GAAP) of such Acquired Person for the requirements of Sections 11.09 and 11.10, in each case twelve months prior to the extent that same constitute Capital Expenditures; date it was acquired (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a"ACQUIRED CAPITAL EXPENDITURES"); PROVIDED that, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as the fiscal year in which such Person becomes an Acquired Person, the Base Amount shall be increased by the product of (xA) the aggregate amount of all such Acquired Capital Expenditures of such Acquired Person times (B) a fraction, the numerator of which is the number of days remaining in any the fiscal year of the U.S. Borrower does not exceed an amount equal Company in which such Acquired Person was acquired and the denominator of which is 365; PROVIDED FURTHER, that, notwithstanding anything to 8% of the Gross Revenues (determined at the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such fiscal year plus any amounts then being held on deposit for such contrary herein, additional Capital Expenditures for Hotel Properties may be made with net proceeds (x) received in property sales or real estate, as the case may be, to the extent deposited in a prior fiscal year, dispositions under subsection 9.5(i) and (y) all such of Recovery Events invested as permitted pursuant to subsection 5.4(c)(v); and PROVIDED FURTHER, that notwithstanding anything to the contrary herein, additional Capital Expenditures are may be made in accordance with the terms of the respective Management Agreement an aggregate amount (for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any all Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (AClosing Date pursuant to this proviso) the Newport Beach Marriott of up not to exceed $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability only50,000,000. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and NCH will not permit any of its Subsidiaries to, make any cumulative Capital Expenditures except: (i) of the U.S. Borrower and its Consolidated Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) the aggregate amount of all such Capital Expenditures in for any fiscal year of indicated below to exceed the U.S. Borrower does not exceed corresponding amount (the "Maximum Capital Expenditures Amount") set forth opposite such fiscal year; provided, however, that the Maximum Capital Expenditures Amount for any such fiscal year may be increased by an amount equal to 8% the sum of (1) the Gross Revenues (determined at excess, if any, of such amount for the time such Capital Expenditure is made) from all such Hotel Properties and other real estate for such prior fiscal year plus any amounts then being held on deposit for such (as adjusted in accordance with this proviso) over the actual amount of Capital Expenditures for Hotel Properties or real estate, as the case may be, to the extent deposited in a prior such previous fiscal year, and (y) all such Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and plus (2) for 93 100 the purpose amount of constructing new Hotel Propertiesnet cash proceeds from common equity contributions received by NCI from Willxxxx Xxxmunications, Inc. (or another third party reasonably acceptable to the Administrative Agent) and contributed to the Borrower as common equity since the Restatement Effective Date, provided that the aggregate amount of such any and all increases made to the Maximum Capital Expenditures in any fiscal year Amount as a result of this clause (2) shall not exceed 2.0% of Adjusted Total Assets determined at $15,000,000 since the time Restatement Effective Date, plus (3) the Capital Expenditure is madepositive difference, with the unused Roll Forward Amount from one fiscal year increasing if any, between (A) the amount available of net cash proceeds from equity offerings received by NCI and contributed to the Borrower as common equity since the Restatement Effective Date (exclusive of the $65,000,000 required by Section 6.1(f)) and (B) the amount of such contributions to the Borrower's common equity since the Restatement Effective Date (exclusive of the $65,000,000 required by Section 6.1(f)) which are used to increase the amount of permitted acquisitions of Qualified Telecommunications Investments in subsequent fiscal years. accordance with clauses (v)(y) and (vii)(y) of the definition of Qualified Telecommunications Investments, provided that the aggregate amount of any and all increases made to the Maximum Capital Expenditures made during Amount as a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in result of this Section 11.12(a) clause (as applicable) for purposes of determining basket availability only. (b) The restrictions set forth in Section 11.12(a3) shall not apply when exceed $100,000,000 since the Leverage Ratio is less than 6.00:1.00.Restatement Effective Date: ======================================================================================================== CAPITAL FISCAL YEAR EXPENDITURES ----------- ------------ -------------------------------------------------------------------------------------------------------- January 1, 2000 through and including December 31, 2000 $127,600,000 -------------------------------------------------------------------------------------------------------- January 1, 2001 through and including December 31, 2001 $117,700,000 -------------------------------------------------------------------------------------------------------- January 1, 2002 through and including December 31, 2002 $86,000,000 -------------------------------------------------------------------------------------------------------- January 1, 2003 through and including December 31, 2003 $96,400,000 -------------------------------------------------------------------------------------------------------- January 1, 2004 through and including December 31, 2004 $97,900,000 -------------------------------------------------------------------------------------------------------- January 1, 2005 through and including December 31, 2005 $90,000,000 -------------------------------------------------------------------------------------------------------- January 1, 2006 through and including December 31, 2006 $58,900,000 -------------------------------------------------------------------------------------------------------- January 1, 2007 through and including December 31, 2007 $55,900,000 -------------------------------------------------------------------------------------------------------- January 1, 2008 through and including December 31, 2008 and each Fiscal Year thereafter $47,500,000 ========================================================================================================

Capital Expenditures. (a) At any time when the Leverage Ratio equals or exceeds 6.00:1:00, the U.S. The Borrower will not, and will not permit any of its Subsidiaries to, make any expenditure for fixed or capital assets (including, without limitation, expenditures for maintenance and repairs which should be capitalized in accordance with generally accepted accounting principles and including Capitalized Lease Obligations) (collectively, "Capital Expenditures except: Expenditures"), except that (i) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets Capital Expenditures as provided in accordance with the requirements of Sections 11.09 9.08(b) and 11.10(c) below, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by during the other clauses fiscal quarter of this Section 11.12(a)the Borrower ended April 30, 1998, the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect in an aggregate amount not to their Hotel Properties exceed $1,000,000 and other real estate (iii) during any fiscal year set forth below, the Borrower and its Subsidiaries may make Maintenance Capital Expenditures so long as the aggregate amount thereof does not exceed the sum of (x) the aggregate product of (I) $10,000 multiplied by (II) the remainder of (A) the number of new video specialty stores opened and/or acquired by the Borrower and its Subsidiaries during (and which continue to remain open throughout) such fiscal year below less (B) the number of video specialty stores of the Borrower and its Subsidiaries closed and/or sold during such fiscal year below (such product, the "Additional CapEx Amount") plus (y) the amount of all set forth opposite such fiscal year below: Fiscal Year Ended Amount ----------------- ------ 1999 $4,100,000 2000 $6,670,000 2001 $6,670,000 -79- 87 2002 $6,670,000 2003 $6,670,000 Notwithstanding anything to the contrary contained above, to the extent that Maintenance Capital Expenditures in made during any fiscal year of set forth in the U.S. Borrower does not exceed an amount equal to 8% of table above are less than the Gross Revenues (determined at the time amounts set forth in such Capital Expenditure is made) from all such Hotel Properties and other real estate table for such fiscal year plus (after giving effect to the addition of any amounts then being held on deposit Additional CapEx Amount thereto for such fiscal year), 100% of such excess amount may be carried forward to the immediately succeeding fiscal year and utilized to make Maintenance Capital Expenditures for Hotel Properties or real estate, as in excess of the case may be, to the extent deposited amount permitted above in a prior such succeeding fiscal year, provided, however that (x) any amount carried forward from the immediately preceding fiscal year, shall not be utilized during a subsequent fiscal year to make Maintenance Capital Expenditures unless and until the amount set forth in the table above for such fiscal year shall have been utilized in full to make Maintenance Capital Expenditures during such fiscal year, (y) all such no amounts once carried forward to the next fiscal year may be carried forward to fiscal years again thereafter and (z) in no event shall the excess amount of Maintenance Capital Expenditures are permitted to be carried forward from the immediately preceding fiscal year exceed 125% of the amount set forth in the table above for such preceding fiscal year (after giving effect to the addition of any Additional CapEx Amount thereto for such fiscal year). (b) The Borrower will not, and will not permit any of its Subsidiaries to, effect any Permitted Capital Expenditure Transactions, except that the Borrower may effect Permitted Capital Expenditure Transactions so long as with respect to each Permitted Capital Expenditure Transaction (i) no Default or Event of Default is in existence at the time of the consummation of such Permitted Capital Expenditure Transaction or would exist after giving effect thereto and all representations and warranties contained herein and the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties were made on and as of the date of such Permitted Capital Expenditure Transaction (both before and after giving effect thereto); and (ii) unless provided pursuant to the applicable Notice of Borrowing in the case of a Borrowing of Capital Expenditure Loans to finance Permitted Capital Expenditure Transactions, the Borrower shall have given the Agent and the Banks at least one day's prior written notice of any Permitted Capital Expenditure Transaction, which notice shall contain a certification from the chief financial officer of the Borrower, (I) certifying (u) the estimated date such Permitted Capital Expenditure Transaction is scheduled to be commenced, (v) the estimated amount to be expended in connection with such Permitted Capital Expenditure Transaction, (w) that at the time of, and after giving effect to, such Permitted Capital Expenditure Transaction, the Maximum Store Investment Amount shall not exceed $275,000 (or the Dollar equivalent thereof after giving to an annual adjustment for inflation based on the Consumer Price Index), (x) compliance with the requirements of the preceding clause (i), (y) except in the case of any Permitted Capital Expenditure Transaction constituting a New Leased Store Development or a Moovies Store Conversion, compliance with the requirements of Section 8.15(a)(xi) (for such purpose, treating such clause (and the component definitions therein) as if same were applicable to the -80- 88 consummation of a "Permitted Capital Expenditure Transaction" rather than a "Permitted Acquisition") and (z) the Borrower's good faith belief in financial covenant compliance for the one year period following such Permitted Capital Expenditure Transaction as provided in Section 8.15(a)(x) (for such purpose, treating such clause (and the component definitions therein) as if same were applicable to the consummation of a "Permitted Capital Expenditure Transaction" rather than a "Permitted Acquisition") and (II) containing the calculations required to establish compliance with preceding clauses (x) (which calculations shall be in the form of Annex I to Exhibit A-1 to this Agreement), (y) and (z). The consummation of each Permitted Capital Expenditure Transaction shall be deemed a representation and warranty by the Borrower that all conditions thereto have been satisfied and the same is permitted in accordance with the terms of the respective Management Agreement this Agreement, which representation and warranty shall be deemed to be a representation and warranty for such Hotel Properties or real estateall purposes hereunder, as the case may be;including, without limitation, Sections 7 and 10. (iiic) in In addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a)above, the U.S. Borrower and its Subsidiaries may make payments Permitted Acquisitions in respect of Capitalized Lease Obligations accordance with Section 8.15 in an amount not to exceed the extent such Capitalized Lease Obligations are otherwise amounts permitted under Section 11.02; and (iv) in addition to the Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1)), and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shall, in the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlythereby. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.

Capital Expenditures. (a) At any time when the Leverage Ratio equals For each Fiscal Year set forth below, make or exceeds 6.00:1:00commit or agree to make, the U.S. Borrower will not, and will not or permit any of its Subsidiaries toto make or commit or agree to make, make any Capital Expenditures except: Expenditure (iby purchase or Capitalized Lease) the U.S. Borrower and its Subsidiaries may make acquisitions of Hotel Properties and/or other assets in accordance with the requirements of Sections 11.09 and 11.10, in each case to the extent that same constitute Capital Expenditures; (ii) in addition to Capital Expenditures permitted by the other clauses of this Section 11.12(a), the U.S. Borrower and its Subsidiaries may make Maintenance Capital Expenditures with respect to their Hotel Properties and other real estate so long as (x) would cause the aggregate amount of all such Capital Expenditures arising from purchases made or Capitalized Leases entered into by the Loan Parties and their Subsidiaries in such Fiscal Year to exceed the exceed the amount set forth below corresponding to such Fiscal Year: Fiscal Year 2005 and each Fiscal Year thereafter $ 22,500,000 ; provided, that (i) if at the end of any Fiscal Year set forth above, the amount specified above for Capital Expenditures during such Fiscal Year exceeds the aggregate amount of Capital Expenditures actually made or incurred by the Borrowers or any of their Subsidiaries on a consolidated basis during such Fiscal Year (the amount of such excess being referred to herein as the “Excess Amount”), the Loan Parties shall be entitled to make additional Capital Expenditures in any fiscal year of the U.S. Borrower does not exceed succeeding Fiscal Year in an aggregate amount equal to 8the lesser of (A) 50% of such Excess Amount and (B) $3,000,000 and (ii) Capital Expenditures made pursuant to this Section 8.02(g) during any Fiscal Year shall be deemed made first, in respect of amounts permitted for such Fiscal Year as provided above (without giving effect to amounts carried over from any prior Fiscal Year pursuant to clause (i) above) and second, in respect of the Gross Revenues Excess Amount carried over from any prior Fiscal Year pursuant to clause (determined i) above. If at the time end of any Fiscal Year set forth above, the Consolidated EBITDA of the Parent and its Subsidiaries for the immediately preceding twelve month period ended on the last day of such Capital Expenditure is made) from all Fiscal Year exceeds the Projected Consolidated EBITDA of the Parent and its Subsidiaries for the immediately preceding twelve month period ended on the last day of such Hotel Properties and other real estate for Fiscal Year (the amount of such fiscal year plus any amounts excess being referred to herein as the “EBITDA Excess Amount”), then being held on deposit for such the Loan Parties shall be entitled to make additional Capital Expenditures for Hotel Properties or real estate, as in the case may be, next succeeding Fiscal Year in an aggregate amount equal to the extent deposited in a prior fiscal year, lesser of (x) 25% of such EBITDA Excess Amount and (y) all such $3,000,000, provided that, notwithstanding the foregoing, Capital Expenditures are made in accordance with the terms of the respective Management Agreement for such Hotel Properties or real estate, as the case may be; (iii) in addition pursuant to Capital Expenditures permitted by the other clauses of this Section 11.12(a)8.02(g) during any Fiscal Year shall be deemed made first, the U.S. Borrower and its Subsidiaries may make payments in respect of Capitalized Lease Obligations amounts permitted for such Fiscal Year as provided above (without giving effect to (I) amounts carried over from any prior Fiscal Year pursuant to clause (i) above or (II) any increases in the extent such Capitalized Lease Obligations are otherwise permitted under Section 11.02; and (iv) amounts specified above in addition to respect of the Capital Expenditures permitted by the other clauses of this Section 11.12(aEBITDA Excess Amount), second, in respect of the U.S. Borrower and its Subsidiaries may make additional Capital Expenditures: (1) for the purpose of expanding or constructing Improvements with respect Excess Amount carried over from any prior Fiscal Year pursuant to Hotel Properties; provided that such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years (excluding any Capital Expenditures made during or after the fiscal year ending December 31, 2004 for (A) the Newport Beach Marriott of up to $40 million in the aggregate, (B) the Orlando World Center Marriott of up to $60 million in the aggregate, (C) the Atlanta Marriott Marquis of up to $40 million in the aggregate and (D) the Xxxxxx Island Xxxx-Xxxxxxx of up to $11 million in the aggregate, each of which shall be permitted without being subject to the limitations of this clause (1))i) above, and (2) for the purpose of constructing new Hotel Properties, provided that the aggregate amount of such Capital Expenditures in any fiscal year shall not exceed 2.0% of Adjusted Total Assets determined at the time the Capital Expenditure is made, with the unused Roll Forward Amount from one fiscal year increasing the amount available in subsequent fiscal years. Capital Expenditures made during a period when the Leverage Ratio is less than 6.00:1.00 shalland third, in respect of the event that the Leverage Ratio subsequently exceeds 6.00:1.00, be counted against the baskets provided EBITDA Excess Amount for in this Section 11.12(a) (as applicable) for purposes of determining basket availability onlysuch Fiscal Year. (b) The restrictions set forth in Section 11.12(a) shall not apply when the Leverage Ratio is less than 6.00:1.00.